THIRD AVENUE VALUE FUND INC
485BPOS, 1996-02-28
Previous: BT INSTITUTIONAL FUNDS, N-30D, 1996-02-28
Next: SALOMON BROTHERS SERIES FUNDS INC, 24F-2NT, 1996-02-28



    As filed with the Securities and Exchange Commission on February 28, 1996

                                           Registration Nos.    33-34418
                                                                811-6086

- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20546

                                    FORM N-1A

                REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                      Pre-Effective____________                  [ ]
   
                      Post-Effective Amendment No. 10            [X]
    

                                     and/or

            REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   
                      Amendment No. 17                           [X]
    

                                   ----------

                          THIRD AVENUE VALUE FUND, INC.

               (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)

               Registrant's Telephone Number, including Area Code:
                    (800) 443-1021 (toll-free) (212) 888-6685


Martin J. Whitman                       Please send copies of communications to:
767 Third Avenue                        Richard T. Prins, Esq.
New York, New York 10017-2023           Skadden, Arps, Slate, Meagher & Flom
(Name and Address of Agent for Service) 919 Third Avenue, New York, NY 10022
                                        (212) 735-3000

It is proposed that this filing will become effective
        [X]    Immediately upon filing pursuant to paragraph (b)
        [ ]    on            pursuant to paragraph (b)
        [ ]    60 days after filing pursuant to paragraph (a)
        [ ]    on              pursuant to paragraph (a), of Rule 485.

   
        Pursuant  to Rule  24f-2  under  the  Investment  Company  Act of  1940,
Registrant has previously elected to register an indefinite number of its shares
of beneficial  interest.  The Registrant  filed a notice under such Rule for its
fiscal year ended October 31, 1995 on November 14, 1995.
    



Exhibit Index on Page 49                           Total Number of Pages 50 



<PAGE>


                          THIRD AVENUE VALUE FUND, INC.

                              CROSS-REFERENCE SHEET
                            [as required by Rule 495]


Form N-1A                                      Location

PART A. PROSPECTUS
- ------------------
Item 1.   Cover Page........................  Cover Page
Item 2.   Synopsis..........................  Overview; Expense and Fee Summary
Item 3.   Condensed Financial Information...  Financial Highlights
Item 4.   General Description of Registrant.  More About The Fund
Item 5.   Management of the Fund............  Management of the Fund;
                                              Discussion of Fund Performance
Item 6.   Capital Stock and Other
            Securities......................  More about the Fund; Shareholder
                                              Services; Dividends, Capital Gain
                                              Distributions and Taxes
Item 7.   Purchase of Securities Being
            Offered.........................  How to Purchase Shares
Item 8.   Redemption or Repurchase..........  How to Redeem Shares
Item 9.   Legal Proceedings.................  Not applicable


PART B. STATEMENT OF ADDITIONAL INFORMATION
- -------------------------------------------
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........................  Description of Securities;
                                              Investment Restrictions
Item 14.  Management of the Fund............  Management of the Fund; The
                                              Investment Adviser
Item 15.  Control Persons and Principal
            Holders of Securities...........  Management of the Fund; The
                                              Investment Adviser
Item 16.  Investment Advisory and Other
            Services........................  The Investment Adviser; Investment
                                              Advisory Agreement
Item 17.  Brokerage Allocation..............  Portfolio Trading Practices
Item 18.  Capital Stock and Other
            Securities .....................  Not Applicable (See Prospectus)
Item 19.  Purchase, Redemption and Pricing
            of Securities Being Offered ....  Redemption of 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
- --------------------------
Item 24.   Financial Statements and
             Exhibits ......................  Financial Statements and Exhibits
Item 25.   Persons Controlled by or Under     Persons Controlled by or Under
             Common Control ................  Common Control with Registrant
Item 26.   Number of Holders of Securities..  Number of Holders of Securities
Item 27.   Indemnification..................  Indemnification
Item 28.   Business and Other Connections     Business and Other Connections
             of Investment Adviser .........  of Investment Adviser
Item 29.   Principal Underwriters...........  Principal Underwriter
Item 30.   Location of Accounts and
             Records .......................  Location of Accounts and Records
Item 31.   Management Services..............  Management Services
Item 32.   Undertakings.....................  Undertakings


<PAGE>



THIRD AVENUE VALUE FUND, INC.                        THIRD AVENUE
767 Third Avenue                                     VALUE FUND,
New York, NY  10017-2023                             INC.
(212) 888-6685
(800) 443-1021 (toll free)

BOARD OF DIRECTORS                                   PROSPECTUS
Phyllis W. Beck                                      
Tibor Fabian
Gerald Hellerman                                        
Marvin Moser                                         Dated February 28, 1996
Donald Rappaport                                         
Myron M. Sheinfeld
Martin Shubik
Jack Weprin
Martin J. Whitman

OFFICERS
Martin J. Whitman
Chairman, Chief Executive Officer,
President

Michael Carney
Chief Financial Officer, Treasurer

Allison Cutler, Assistant Treasurer
       

   
Jill Kopin, Secretary
    

INVESTMENT ADVISER
EQSF Advisers, Inc.
767 Third Avenue
New York, NY 10017-2023

DISTRIBUTOR
M.J. Whitman, Inc.
767 Third Avenue
New York, NY 10017-2023

   
TRANSFER AGENT
Fund/Plan Services, Inc.
P.O. Box 874
Conshohocken, PA 19428-0874
(610) 834-3500
(800) 443-1021 (toll-free)
    

CUSTODIAN
Danielson Trust Company
525 B Street
San Diego, CA 92101-4492

<PAGE>

PROSPECTUS


February 28,  1996

Contents


   
ABOUT THE FUND ......................................................    3
OVERVIEW OF THE FUND ................................................    4
EXPENSE AND FEE SUMMARY .............................................    4
FINANCIAL HIGHLIGHTS ................................................    5
MORE ABOUT THE FUND .................................................    6
  Investment Objective ..... ........................................    6
  Investment in Equity Securities ...................................    6
  Investment in Debt Securities .....................................    7
  Mortgage-Backed Securities ........................................    7
  Floating Rate, Inverse Floating
     Rate and Index Obligations .....................................    8
  Investment in High Yield Debt Securities ..........................    8
  Loans and Other Direct Debt Instruments ...........................    9
  Trade Claims ......................................................    9
    
  Foreign Securities ................................................   10
  Restricted and Illiquid Securities ................................   10
  Investment in Relatively New Issues ...............................   10
  Temporary Defensive Investments ...................................   10
  Borrowing .........................................................   10
  Investment in Other Investment Companies ..........................   11
  Restrictions on Investments .......................................   11
  Portfolio Turnover ................................................   11
MANAGEMENT OF THE FUND ..............................................   11
  The Investment Adviser ............................................   11
  Advisory Fees .....................................................   12
  Distributor .......................................................   12
  Portfolio Trading Practices .......................................   12
PERFORMANCE INFORMATION .............................................   12
  Performance Illustration ..........................................   13
  Custodian and Transfer Agent ......................................   13
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES .....................   14
  General ...........................................................   14
  Distribution Option ...............................................   15
  Withholding .......................................................   15
BUSINESS POLICIES ...................................................   15
  Business Hours ....................................................   15
  Determining Net Asset Value .......................................   15
  Share Certificates ................................................   16
HOW TO PURCHASE SHARES ..............................................   16
  Through an Authorized Broker-Dealer or Investment Adviser .........   16
  New Accounts ......................................................   16
  Initial Investment ................................................   16
  By Mail ...........................................................   16
  By Wire ...........................................................   17
  Additional Investments By Mail ....................................   17
  Additional Investments Through the Automatic Investment Plan ......   17
  Individual Retirement Accounts ....................................   17
  Other Retirement Plans ............................................   17
HOW TO REDEEM SHARES ................................................   18
  By Mail ...........................................................   18
  Telephone Redemption Service ......................................   18
   
  Money Market Exchange Privilege ...................................   18

  Fees ..............................................................   19
  Redemption Without Notice .........................................   19
  Account Minimum ...................................................   19
  Payment of Redemption Proceeds ....................................   19
  Wired Proceeds ....................................................   19
  Signature Guarantees/Other Documents ..............................   19
  Systematic Withdrawal Plan ........................................   20
SHAREHOLDER  SERVICES ...............................................   20
  Statements and Reports ............................................   20
  Telephone Information .............................................   20
  Transfer of Ownership .............................................   20
    

   
APPENDIX A ..........................................................   21
DESCRIPTION OF CORPORATE BOND RATINGS ...............................   21
  Standard & Poor's Rating Services .................................   21
  Moody's  Investors  Service,  Inc. ................................   22
    


                                       2
<PAGE>

   
February 28, 1996
    


                                 ABOUT THE FUND

   
Third Avenue  Value Fund,  Inc.  (the  "Fund") is an open-end,  non-diversified,
investment company that seeks long-term capital appreciation. The Fund pursues a
long-term investment strategy characterized as "buy and hold." The Fund seeks to
identify and invest in securities that the Fund's  investment  adviser  believes
are undervalued by the marketplace.
    

The Fund may, to the extent permitted by its fundamental  policies,  invest in a
portfolio of equity securities, including common and preferred stock of domestic
companies deemed to be well  capitalized,  debt securities and senior loans with
strong protective covenants and, to a small degree, foreign securities.  Some of
the securities in which the Fund may invest are regarded as speculative. As with
all mutual funds, there is no assurance the Fund will achieve its objective. The
Fund is not intended to be a complete investment program.

Shares  of the Fund  are  sold and  redeemed  at net  asset  value.  See "How to
Purchase Shares" and "How to Redeem Shares."

   
This Prospectus contains important information about the Fund that a prospective
investor should know before investing. It should be read and retained for future
reference. A Statement of Additional Information ("SAI") dated February 28, 1996
about the Fund has been filed with the Securities and Exchange Commission and is
incorporated by reference into this  Prospectus.  You can obtain the SAI without
charge by  calling  or writing  to the Fund at 767 Third  Avenue,  New York,  NY
10017-2023,  (800) 443-1021 or (212)  888-6685.
    

                                   ----------

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                   ----------

This  Prospectus is not a solicitation  for the sale of Fund shares in any state
where Fund shares are not  authorized  for sale.  No person is authorized by the
Fund to give  any  information  or make  any  representation  other  than  those
contained herein or in other printed or written material issued by the Fund, and
no person is entitled to rely upon any other information or representation.

                                   ----------


                                       3
<PAGE>


                              OVERVIEW OF THE FUND

The investment adviser to the Fund is EQSF Advisers, Inc. (the "Adviser"), whose
Chief Investment Officer is Martin J. Whitman. See "Management of the Fund."

   
INVESTMENT OBJECTIVE
The Fund's investment objective is long-term capital appreciation.  As such, the
Fund may be appropriate  for investors who seek long-term  growth of capital and
are willing to make a long-term  commitment to pursue this financial  objective.
    

STYLE
In searching for  investments  for the Fund, the Adviser employs a "value style"
that focuses on a low current  price  relative to the Adviser's  view  regarding
long-term  future  value.  The Adviser  gauges the ability of a company to build
long-term value while minimizing long-term investment risk, assesses the quality
and quantity of a company's resources and estimates how those resources might be
converted into earnings over time.

   
STRATEGY
The Fund engages in a "buy and hold" strategy emphasizing  long-term investment.
Its portfolio  consists  largely of equity  securities and some debt securities.
See  "Investment  in Equity  Securities",  "Investment in Debt  Securities"  and
"Investment in High Yield Debt Securities."
    

                            EXPENSE AND FEE SUMMARY

The following table  illustrates all expenses and fees that a shareholder of the
Fund will incur.

SHAREHOLDER TRANSACTION EXPENSES  (as a percentage of offering price)      None

ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets)
    Management Fees                                                       .90%
    Other Expenses (a)                                                    .43%
                                                                         ----
    Total Fund Operating Expenses                                        1.33%
                                                                         ==== 

The following example illustrates the expenses that a shareholder would pay on a
$1,000 investment, assuming a 5% annual rate of return and redemption at the end
of each time period.  The example  reflects  annual Fund  operating  expenses of
1.33% during each year covered by the example,  based upon expenses incurred for
the fiscal year ended October 31, 1995. Expense information has been restated to
reflect  changes in the Investment  Advisory  Agreement.  See "Management of the
Fund."

         1 Year          3 Years          5 Years          10 Years
         ------          -------          -------          --------
          $ 14            $ 42             $ 73             $ 161

   
The purpose of this table is to assist  investors in  understanding  the various
costs and expenses that investors will bear directly or indirectly. This example
should  not be  considered  a  representation  of past  or  future  expenses  or
performance. Actual expenses may be more or less than those shown. For a further
description of the various costs and expenses  incurred in the Fund's operations
as well as any  reimbursements  or waiver  arrangements,  see "Management of the
Fund."
    

- ----------
(a) Other  expenses are estimated  based on the Fund's actual other expenses for
the fiscal year ended October 31, 1995.


                                       4
<PAGE>

                              FINANCIAL HIGHLIGHTS
       

   
The  following  sets forth  information  regarding  per share income and capital
changes for each of the five years in the period ended  October 31, 1995,  which
have been  audited  by Price  Waterhouse  LLP,  independent  accountants,  whose
unqualified report on the October 31, 1995,  financial statements appears in the
Fund's  Annual  Report  to  shareholders.  This  information  should  be read in
conjunction with the financial  statements and  accompanying  notes appearing in
the Annual Report to shareholders  which are  incorporated by reference into the
Statement of Additional Information.
    

SELECTED DATA AND RATIOS (Years Ended October 31,)

<TABLE>
<CAPTION>
                                                         1995        1994         1993       1992          1991
                                                         ----        ----         ----       ----          ----
<S>                                                     <C>         <C>          <C>        <C>           <C>   
NET ASSET VALUE, BEGINNING OF YEAR                      $18.01      $17.92      $13.57      $12.80        $10.00
Income from Investment Operations:
   Net investment income                                   .38         .29         .18         .19           .15
   Net gain on securities
   (both realized and unrealized)                         3.53         .16        4.77         .64          4.65
                                                        ------      ------      ------      ------        ------
   Total from Investment
Operations                                                3.91         .45        4.95         .83          4.80
                                                        ------      ------      ------      ------        ------
LESS DISTRIBUTIONS:
   Dividends from net investment income                   (.25)       (.22)       (.24)       (.02)         (.15)
   Distributions from net realized gains                  (.14)       (.14)       (.36)       (.04)        (1.85)
                                                        ------      ------      ------      ------        ------
   Total Distributions                                    (.39)       (.36)       (.60)       (.06)        (2.00)
                                                        ------      ------      ------      ------        ------
NET ASSET VALUE, END OF YEAR                            $21.53      $18.01      $17.92      $13.57        $12.80
                                                        ======      ======      ======      ======        ======

TOTAL RETURN (not including sales load)                 22.31%       2.56%      37.36%       6.50%        49.16%

RATIOS/SUPPLEMENTAL DATA:
   Net Assets, End of Year (in thousands)            $312,722    $187,192    $118,958     $31,387       $17,641
   Ratio of Expenses to Average Net Assets              1.25%       1.16%       1.42%       2.32%         2.50%
   Ratio of Net Income to Average Net Assets            2.24%       1.85%       1.45%       1.71%         1.71%
   Portfolio Turnover Rate                                15%          5%         17%         31%           67%
</TABLE>


                                       5
<PAGE>



                              MORE ABOUT THE FUND

The Fund was  incorporated  on November 27, 1989, as a Maryland  corporation and
began  operations  on October 9, 1990.  The Fund has  authorized  capital of 200
million common shares of $.001 par value. The shares of common stock of the Fund
are all of the same  class  and have  equal  rights  as to  voting,  redemption,
dividends and  liquidation.  The shares have no conversion,  preemptive or other
subscription  rights  and,  when  issued,  are  fully  paid and  non-assessable.


INVESTMENT  OBJECTIVE
The Fund pursues long-term capital appreciation.  This investment objective is a
fundamental  policy and may not be changed  without  the  affirmative  vote of a
majority of the Fund's outstanding  voting securities.  The Fund seeks to attain
its objective by following a value  investing  philosophy  that seeks to acquire
common stocks at a substantial discount to the Adviser's estimate of the issuing
company's private value,  preferred stocks and debt instruments providing strong
covenant protection and above-average current yields or yields to maturity.  See
"Investment in Equity Securities" and "Investment in Debt Securities."

   
The  Adviser's  research  efforts  in  connection  with  the  Fund's  investment
objective emphasize analysis of documents,  especially  stockholder mailings and
Securities and Exchange Commission ("SEC") filings by issuers.
    

It is also likely that the Adviser will seek  investments  in the  securities of
companies in industries that are depressed; equity securities of companies where
debt  service1  consumes a small  part of such  companies'  cash flow;  and debt
securities  which provide  above-average  current  yields or yields to maturity.

INVESTMENT IN EQUITY SECURITIES
The Fund stresses four criteria in selecting equity investments:

     (1)  A strong  financial  position,  as measured not only by balance  sheet
          data  but  also  measured  by  off-balance   sheet   liabilities   and
          contingencies  (as disclosed in footnotes to financial  statements and
          as determined through research of public information) 1 "Debt Service"
          means the current annual required payment of interest and principal to
          creditors.
   
     (2)  Responsible  management  and control  groups,  as gauged by managerial
          competence  as  operators  and  investors  as well  as by an  apparent
          absence of intent to profit at the expense of stockholders.

     (3)  Availability  of  comprehensive  and meaningful  financial and related
          information.  The availability of financial statements and information
          which  provide  the  Adviser  with  reliable   benchmarks  to  aid  in
          understanding the business, its values and its dynamics.
    
     (4)  Availability  of the  security  at a  market  price  which  management
          believes is at a  substantial  discount to the  Adviser's  estimate of
          what the  issuer is worth as a private  company  or as a  takeover  or
          merger and acquisition candidate.

- ----------
1 "Debt  Service"  means the current  annual  required  payment of interest  and
  principal to creditors.

                                       6
<PAGE>


   
INVESTMENT IN DEBT SECURITIES
The Fund  intends  to  invest  for the most  part in debt  securities  which the
Adviser  believes  will  provide  above-average  current  yields  or  yields  to
maturity. When selecting debt instruments, the Fund stresses:

     (1)  Strong  covenant  protection  as  contained  in  loan  agreements  and
indentures, and

     (2) Appraisals of the business'  financial  position and operating outlook,
as  well  as the  Fund's  appraisal  of  values  that  might  be  realized  in a
reorganization or upon the sale of assets or the liquidation of the issuer.

In acquiring  fixed income  securities,  the Adviser  often will seek  covenants
which protect holders of the debt issue from possible adverse future events such
as  for   example,   the  addition  of  new  debt  senior  to  the  issue  under
consideration.  Also, the  investment  adviser will seek to analyze the possible
impacts  of  possible  extraordinary  events  such as  corporate  restructuring,
refinancing or  acquisitions.  The Adviser will also use its best judgment as to
the most favorable range of maturities.  In general,  the Fund will acquire debt
issues which have a senior position in an issuer's capitalization and will avoid
"mezzanine" issues such as non-convertible subordinated debentures and preferred
stock.
    


MORTGAGE-BACKED SECURITIES
The  Fund  intends  to  invest  in  mortgage-backed  securities  and  derivative
mortgage-backed  securities,  including "principal only" but not "interest only"
components.   Mortgage-backed   securities  are  securities   that  directly  or
indirectly  represent a  participation  in, or are secured by and payable  from,
mortgage  loans  on  real   property.   These   securities   have  special  risk
characteristics.  The Fund  intends to invest in these  securities  only when it
believes, after analysis, that there is unlikely to ever be permanent impairment
of capital as  measured by whether  there will be a money  default by either the
issuer or the guarantor of these securities.  These securities do,  nonetheless,
entail  considerable  market risk,  i.e.,  fluctuations in quoted prices for the
instruments, interest rate risk, prepayment risk and inflation risk.

The Fund will  invest in  residential  mortgage-backed  securities  representing
participation  interests in pools of  one-to-four  family  residential  mortgage
loans   originated   by  private   mortgage   originators   including   stripped
mortgage-backed  securities  ("SMBS") of the U.S.  Government and certain of its
agencies and instrumentalities. The Fund will not invest in non-investment grade
subordinated  classes of  residential  mortgage-backed  securities  and does not
intend to invest in commercial mortgage-backed securities.

SMBS  are  structured  with  two or more  classes  of  securities  that  receive
different  proportions of the interest and principal  distributions on a pool of
Mortgage  Assets.  A common type of SMBS will have at least one class  receiving
none or only a small portion of the interest and all or a larger  portion of the
principal  from the  Mortgage  Assets,  while the  other  classes  will  receive
primarily  or  entirely  interest  and  none  or  only a  small  portion  of the
principal.

Prepayments  of principal  generally may be made at any time without  penalty on
residential  mortgage-backed  securities.  Prepayment  rates are  influenced  by
changes in current interest rates and a variety of economic,  geographic, social
and other factors.  Changes in prepayment rates may change the yield to maturity

                                       7
<PAGE>

of the security and amounts  available for reinvestment  from such securities by
the Fund are likely to be greater  during periods of relatively low or declining
interest  rates and  therefore  are likely to be  reinvested at lower rates than
during a period of relatively high interest rates. As a result,  the high credit
quality of many of these securities may provide little or no protection  against
loss in market value.  Due to the  unprecedented  volatility  of prepayment  and
interest rates during the past two years, many  mortgage-backed  securities have
experienced substantial losses in market value. The Fund's Adviser believes that
many of these  securities  are currently  trading at prices below their inherent
value on a risk-adjusted basis and believes that selective purchases by the Fund
could provide high yield and total return in comparison to risk levels.

Current  federal  income tax law requires that  companies such as the Fund which
seek to qualify for  pass-through  federal  income tax  treatment  as  regulated
investment companies distribute substantially all of their net investment income
each  year,  including  non-cash  income  such as  income  from  principal  only
mortgage-backed securities.  Accordingly, the Fund may be required to distribute
to its  shareholders  each year the  interest it is deemed to earn on  principal
only  mortgage-backed  securities  even  though  it  receives  no cash  interest
payments. See "Dividends, Capital Gain Distributions and Taxes."

FLOATING RATE,  INVERSE FLOATING RATE AND INDEX  OBLIGATIONS
The Fund may invest in debt securities with interest payments or maturity values
that  are not  fixed,  but  float  in  conjunction  with  (or  inversely  to) an
underlying index or price. These securities may be backed by U.S.  Government or
corporate  issuers,  or by collateral such as mortgages.  The indices and prices
upon which such securities can be based include  interest rates,  currency rates
and  commodities  prices.  However,  the Fund will not invest in any  instrument
whose value is  computed  based on a multiple of the change in price or value of
an asset or an index of or  relating  to assets in which the Fund cannot or will
not invest.

Floating  rate  securities  pay  interest  according  to a coupon which is reset
periodically.  The reset  mechanism may be formula based, or reflect the passing
through of floating interest payments on an underlying  collateral pool. Inverse
floating rate  securities  are similar to floating rate  securities  except that
their  coupon  payments  vary  inversely  with an  underlying  index by use of a
formula.  Inverse  floating  rate  securities  tend  to  exhibit  greater  price
volatility  than other floating rate  securities.  The Fund will not invest more
than 5% of its total assets in inverse floating rate  securities.  Floating rate
obligations generally exhibit a low price volatility for a given stated maturity
or average life because  their  coupons  adjust with changes in interest  rates.
Interest rate risk and price volatility on inverse floating rate obligations can
be high,  especially if leverage is used in the formula.  Index securities pay a
fixed rate of  interest,  but have a maturity  value that varies by formula,  so
that when the  obligation  matures a gain or loss may be  realized.  The risk of
index obligations  depends on the volatility of the underlying index, the coupon
payment and the maturity of the obligation.

INVESTMENT IN HIGH YIELD DEBT SECURITIES
   
The Fund will not  purchase  or hold in excess of 35% of its net  assets in high
yield debt  securities,  including  those rated  below Baa by Moody's  Investors
Service,  Inc.  ("Moody's") and below BBB by Standard & Poor's Ratings  Services
("Standard & Poor's")  and unrated  debt  securities.  See  "Investment  in Debt
Securities"  and  "Restricted  and Illiquid  Securities."  Such  securities  are
predominantly  speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance  with the terms of the obligation,  and may in
fact be in default. See Appendix A. The ratings of Moody's and Standard & Poor's
represent  their opinions as to the credit quality of the securities  which they
undertake to rate. It should be emphasized,  however,  that ratings are relative
and subjective and,  although  ratings may be useful in evaluating the safety of
interest and principal  payments,  they do not evaluate the market price risk of
these securities.  In seeking to achieve its primary investment  objective,  the
Fund  depends  on  the  Adviser's   credit   analysis  to  identify   investment
opportunities.  For  the  Fund,  credit  analysis  is not a  process  of  merely
    


                                      8
<PAGE>


measuring  the  probability  of whether a money  default  will  occur,  but also
measuring how the creditor would fare in a reorganization  or liquidation in the
event of a money default.

   
Before investing in any high yield debt  instruments,  the Adviser will evaluate
the issuer's  ability to pay interest and  principal,  as well as the  seniority
position of such debt in the  issuer's  capital  structure  vis-a-vis  any other
outstanding  debt or  potential  debts.  There  appears to be a direct cause and
effect  relationship  between the weak  financial  conditions of issuers of high
yield bonds and the market valuation and prices of their credit instruments,  as
well as a direct  relationship  between the weak  financial  conditions  of such
issuers and the prospects that principal or interest may not be paid.
    

The market  price and yield of bonds rated below Baa by Moody's and below BBB by
Standard  & Poor's  are more  volatile  than  those of higher  rated  bonds.  In
addition,  the  secondary  market for these bonds is generally  less liquid than
that of higher rated bonds.

The market values of certain of these higher yielding debt securities tend to be
more sensitive to economic conditions and individual corporate developments than
do higher  rated  securities.  Companies  that issue such bonds often are highly
leveraged  and may not  have  available  to them  more  traditional  methods  of
financing.   Furthermore,   high  yield  bonds  structured  as  zero  coupon  or
pay-in-kind securities are affected to a greater extent by interest rate changes
and  therefore  tend to be more  volatile  than  securities  which pay  interest
periodically and in cash.

   
The Fund may also purchase or retain debt  obligations  of issuers not currently
paying  interest or in default.  In addition,  the Fund may purchase  securities
that have filed for protection under Chapter 11 of the United States  Bankruptcy
Code.  Defaulted  securities will be purchased or retained if, in the opinion of
the Adviser, they may present an opportunity for subsequent price recovery,  the
issuer may resume payments, or other advantageous developments appear likely.

LOANS AND OTHER DIRECT  DEBT  INSTRUMENTS
The Fund may  invest  in loans  and  other  direct  debt  instruments  owed by a
corporate  borrower to another party.  They represent amounts owed to lenders or
lending syndicates (loans and loan  participations) or to other parties.  Direct
debt  instruments may involve a risk of loss in case of default or insolvency of
the  borrower  and may offer less legal  protection  to the Fund in the event of
fraud or misrepresentation.  In addition,  loan participations involve a risk of
insolvency of the lending bank or other financial  intermediary.  The markets in
loans are not regulated by federal securities laws or the SEC.

TRADE CLAIMS 
The Fund may invest in trade claims.  Trade claims are interests in amounts owed
to suppliers of goods or services and are purchased  from creditors of companies
in financial difficulty. For purchasers such as the Fund, trade claims offer the
potential for profits since they are often  purchased at a significant  discount
from face value and,  consequently,  may generate  capital  appreciation  in the
event that the market value of the claim  increases  as the  debtor's  financial
position improves or the claim is paid.

An investment in trade claims is speculative  and carries a high degree of risk.
Trade claims are  illiquid  securities  which  generally do not pay interest and
there can be no  guarantee  that the  debtor  will ever be able to  satisfy  the
obligation on the trade claim.  The markets in trade claims are not regulated by
federal securities laws or the SEC. Because trade claims are unsecured,  holders
of trade claims may have a lower priority in terms of payment than certain other
creditors in a bankruptcy proceeding.
    

                                       9
<PAGE>


   
FOREIGN SECURITIES THE
Fund  does not  intend to invest  more  than 5% of its total  assets in  foreign
securities.  The Fund's foreign securities investments will have characteristics
similar to those of domestic  securities selected for the Fund. The Fund intends
to limit  its  investments  in  foreign  securities  to U.S.  dollar-denominated
American Depository Receipts ("ADRs"), that are traded in the United States on a
securities exchange or in the over-the-counter  market and with respect to which
the underlying issuer files financial statements stated in or readily comparable
to U.S. Generally Accepted Accounting Principles. By limiting its investments in
this manner,  the Fund seeks to reduce its exposure to foreign  trading  markets
and potentially inadequate public financial information.

RESTRICTED AND ILLIQUID SECURITIES
The Fund will not  purchase or  otherwise  acquire any security if, as a result,
more  than 15% of its net  assets  (taken  at  current  market  value)  would be
invested in securities that are illiquid.  An illiquid  security is any asset or
investment  which the Fund cannot sell in the ordinary course of business within
seven days at approximately  the value at which the Fund has valued the asset or
investment,  including  securities  that cannot be sold publicly due to legal or
contractual restrictions.
    

Over the past several  years,  strong  institutional  markets have developed for
various  types  of  restricted  securities,   including  repurchase  agreements,
commercial paper, and some corporate bonds and notes.  Although these securities
may be legally  classified as "restricted," in recognition of the increased size
and liquidity of the institutional  markets for unregistered  securities and the
importance of institutional  investors in the capital formation process, the SEC
has adopted a rule which allows for a broader  institutional  trading market for
securities  otherwise  subject to restriction  on resale to the general  public.
Pursuant  to this  rule,  the  Fund  may  treat  as  liquid  certain  restricted
securities which are determined,  pursuant to the policies adopted by the Fund's
Board  of  Directors,  to be  liquid  even  if  they  are  legally  "restricted"
securities.

   
INVESTMENT IN RELATIVELY NEW ISSUES
The Fund  intends to invest  occasionally  in the common  stock of selected  new
issuers.  If the Fund is to invest  in  credit  instruments  of  relatively  new
issuers,  it will only be in those issues where the Adviser  believes  there are
strong  covenant  protections  for the holder.  If issuers  meet the  investment
criteria  discussed above, the Fund may invest in securities  without respect to
the age of the issuer. Investments in relatively new issuers, i.e., those having
continuous operating histories of less than three years, may carry special risks
and may be more  speculative  because such companies are relatively  unseasoned.
Such  companies may also lack  sufficient  resources,  may be unable to generate
internally the funds necessary for growth and may find external  financing to be
unavailable on favorable terms or even totally unavailable. Those companies will
often be involved  in the  development  or  marketing  of a new product  with no
established market, which could lead to significant losses.
    

TEMPORARY DEFENSIVE INVESTMENTS
When, in the judgment of the Adviser,  a defensive or  conservative
posture  is  appropriate,  the Fund may hold all or a portion  of its  assets in
short-term U.S. Government obligations,  cash or cash equivalents.  The adoption
of such defensive or  conservative  position does not constitute a change in the
Fund's  investment  objective.

BORROWING
The Fund  may  also  make use of bank
borrowing as a temporary measure for extraordinary or emergency  purposes,  such
as for liquidity necessitated by shareholder redemptions, and may use securities
as collateral for such borrowing.  Such temporary borrowing may not exceed 5% of
the value of the Fund's total  assets at the time of  borrowing.


                                       10
<PAGE>

   
INVESTMENT IN OTHER INVESTMENT COMPANIES  
The Fund may invest up to 10% of  its  total  assets  in  securities  of   other
investment companies.  Up to 5% of  its  total  assets  may  be  invested in any
one investment company, provided that after its purchase no more than 3% of such
investment  company's  outstanding  stock is owned by the Fund. The Adviser will
charge an advisory fee on the portion of the Fund's  assets that are invested in
securities of other investment  companies.  Thus,  shareholders will be paying a
"double fee" on such assets,  as the advisers of such investment  companies will
also be charging fees on such assets.

RESTRICTIONS ON INVESTMENTS
The  Fund has  adopted  numerous  investment  restrictions,  some of  which  are
fundamental  policies that cannot be changed  without  shareholder  approval and
others  of which  are  operating  investment  restrictions  that may be  changed
without  shareholder  approval.  Certain  restrictions  not  described  in  this
Prospectus  are set forth in full in the  Statement of  Additional  Information.
Except as expressly  stated,  none of the Fund's  policies or  restrictions  are
fundamental.  In the event the Fund changes an operating investment restriction,
the new  restriction  may not meet the  investment  needs of every  shareholder.

PORTFOLIO TURNOVER
The  Fund's  investment  policies  and  objectives,  which  emphasize  long-term
holdings,  would tend to keep the number of  portfolio  transactions  relatively
low. The Fund's portfolio  turnover rate for the year ended October 31, 1995 was
15%. See "Financial  Highlights"  for a statement of the Fund's expenses for the
year ended October 31, 1995.
    

                             MANAGEMENT OF THE FUND


   
THE INVESTMENT  ADVISER
The Adviser  manages the Fund's  investments,  provides  various  administrative
services  and  supervises  the Fund's  daily  business  affairs,  subject to the
authority of the Fund's Board of Directors. EQSF Advisers, Inc. (the "Adviser"),
767 Third Avenue, New York, New York 10017-2023, serves as the Fund's investment
adviser. The Adviser, a New York corporation organized in 1986, is controlled by
Martin J. Whitman.

Mr. Whitman, the Chairman, President and Chief Executive Officer of the Fund and
its  Adviser  is  responsible  for  the  day-to-day  management  of  the  Fund's
portfolio. His business experience during the past five years is as follows:

Chairman and Chief  Executive  Officer of M.J.  Whitman Holding Corp., a holding
company managing various investment businesses including M.J. Whitman, Inc., the
Fund's affiliated  broker-dealer and M.J. Whitman Advisers,  Inc., an investment
adviser to individual and  institutional  clients;  Member of the Advisory Board
and Distinguished  Management Fellow at the Yale School of Management;  Director
of Danielson  Trust  Company,  a trust company  serving as the Fund's  Custodian
since December 1993; Director of Herman's Holdings, Inc., a holding company, and
Herman's Sporting Goods, Inc., a retail sporting goods chain; Director of Nabors
Industries,  Inc.; Chairman, President and Chief Investment Officer of Danielson
Holding Corporation ("DHC"), a holding company;  Director of KCP Holding Company
("KCP"),  an  insurance  holding  company and  subsidiary  of DHC,  and National
American Insurance Company of California, an insurance company and subsidiary of
KCP and DHC;  Minority General Partner of Carl Marks Management  Company,  L.P.,
the general partner of two investment partnerships; Managing Director of Whitman
Heffernan  Rhein & Co.,  Inc., a financial  advisory  firm;  President and Chief
Executive Officer of Martin J. Whitman & Co., Inc. (formerly M.J. Whitman & Co.,
Inc.), a private investment company.
    


                                       11
<PAGE>


   
The portfolio  manager and certain other persons  related to the Adviser and the
Fund are subject to written policies and procedures  designed to prevent abusive
personal  securities trading.  The Fund's Code of Ethics establishes  procedures
for personal investing and restricts certain transactions.

ADVISORY FEES
On April 26, 1995,  the Fund's  shareholders  approved a new Advisory  Agreement
that was substantially  identical to the previous Advisory Agreement except that
the  advisory  fee was  increased  to a flat rate of .90% of  average  daily net
assets of the Fund,  and the Fund  pays all costs of leased  office  space of or
allocable to the Fund.  The Adviser's fee for the previous  month is paid at the
beginning of the next month based upon the average  daily net assets  during the
previous  month.  The fee paid to the Adviser for the fiscal year ended  October
31, 1995, was $1,926,686.  Had the present Advisory Agreement been in effect for
the entire year,  the fee for such period would have been  $2,130,222.

The Fund pays all its expenses other than those assumed by the Adviser. Whenever
in any fiscal year, the total of the Fund's normal operating expenses, including
the investment  advisory fee, but excluding  brokerage  commissions and interest
and taxes,  exceeds 2 1/2% of the first $30 million of average  daily net assets
of the Fund,  plus 2% of the next $70  million  and 1 1/2% of  assets  over $100
million,  the Adviser is obligated  to reimburse  the Fund in an amount equal to
that excess.  For the year ended October 31, 1995, no expense  reimbursement was
required.

DISTRIBUTOR
M.J. Whitman,  Inc. ("MJW"),  767 Third Avenue,  New York, NY 10017-2023,  a New
York   corporation   incorporated   on  November  30,  1994,  is  the  successor
broker-dealer of M.J.  Whitman,  L.P., a Delaware limited  partnership which was
dissolved in a corporate restructuring.  MJW is a registered broker-dealer and a
member of the National  Association  of Securities  Dealers  ("NASD").  MJW is a
wholly-owned  subsidiary  of M.J.  Whitman  Holding Corp.  ("MJWHC").  Martin J.
Whitman and Michael Carney are executive officers of the Fund, MJW and MJWHC, as
well as stockholders of MJWHC.

PORTFOLIO TRADING PRACTICES
The  Adviser is  responsible  on a  day-to-day  basis for  executing  the Fund's
portfolio  transactions,  and  seeks to  obtain  the best  available  price  and
execution.  In principal  trades,  it normally deals with market makers and will
not deal  with any  affiliated  broker.  In  agency  trades,  it seeks to obtain
reasonable  commissions  and may have the Fund pay a higher  commission than the
broker might  otherwise  charge if the Fund  determines  that the  commission is
reasonable in relation to the value of brokerage or research  services  provided
by the broker to the Adviser.  In agency trades,  the Adviser generally uses the
services  of its  affiliated  broker,  if in the  judgment  of the  Adviser  its
affiliate is able to obtain a price and execution at least as favorable as other
qualified  brokers.   The  Adviser  intends  to  use  MJW  to  effect  portfolio
transactions  for  the  Fund.  For a more  detailed  description  of the  Fund's
portfolio trading practices, see "Portfolio Trading Practices" in the SAI.
    


                            PERFORMANCE INFORMATION

   
Mr. Whitman, the Chief Investment Officer, reviews the investment strategies and
techniques  pursued by the Adviser,  as well as relevant  market  conditions and
other factors affecting the Fund's  performance each quarter.  These discussions
are  made  part of  quarterly  reports  and  semi-annual  and  annual  financial
statements mailed to shareholders.
    


                                       12
<PAGE>


PERFORMANCE ILLUSTRATION



                  COMPARISION OF CHANGE IN VALUE OF A $10,000
                INVESTMENT IN THE FUND AND THE STANDARD & POOR'S
                              500 INDEX (S&P 500)



                                   SEE CHART





   
CUSTODIAN AND TRANSFER AGENT
The Custodian   acts  as  the   depository   for  the Fund, is  responsible  for
safekeeping  its portfolio  securities,  collects all income and other  payments
with respect to portfolio securities, disburses monies at the Fund's request and
maintains records in connection with its duties. Danielson Trust Company, of San
Diego,  California  ("Danielson  Trust"),  a  subsidiary  of  Danielson  Holding
Corporation  ("DHC"),  is  Custodian  of the Fund's  assets.  Mr.  Whitman,  the
Chairman, President and Chief Executive Officer of the Fund and its Adviser is a
Director of Danielson Trust and DHC and beneficially owned 104,560 shares of DHC
as of October 31,  1995.  The Fund held  803,669  shares of common  stock of DHC
representing  1.83% of the Fund's  aggregate  net assets as of October 31, 1995.

Fund/Plan Services, Inc. ("FPS"), of Conshohocken,  Pennsylvania,  serves as the
Fund's Transfer Agent and also performs certain  accounting and pricing services
for the Fund. FPS maintains  shareholder records,  answers shareholder inquiries
concerning  their  accounts,  processes  purchases and redemptions of the Fund's
shares,  acts as dividend and  distribution  disbursing agent and performs other
shareholder  services.  All shareholder inquiries should be directed to FPS. You
may write to: P.O. Box 874, Conshohocken,  PA 19428-0874. You may telephone toll
free (800) 443-1021 or (610) 834-3500.
    


                                       13
<PAGE>


                 DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES

GENERAL
The  Fund  expects  to  declare  and pay  distributions  annually,  normally  in
December.  The Fund will notify  shareholders of the tax status of dividends and
capital gain distributions.

During the year ended  October 31, 1995,  the Fund  qualified for treatment as a
regulated  investment  company under  Subchapter M of the Internal Revenue Code,
and  thus  is not  subject  to  Federal  income  tax on the  portion  of its net
investment  income  and  net  realized  capital  gain  that  it  distributes  to
shareholders.  The Fund  intends to continue  its  qualification  as a regulated
investment company in future years, unless it determines that such tax treatment
would not be advantageous to the Fund and its shareholders.  The Fund intends to
distribute  substantially  all of its net  investment  income  and net  realized
capital gain.
   
For the year ended October 31, 1995, the Fund distributed net investment  income
of  approximately  $2,643,291  and net realized  capital gains on investments of
approximately $1,518,034.
    

Distributions  from net  investment  income  and  short-term  capital  gains are
taxable as ordinary income. A portion of these distributions may qualify for the
corporate  dividends-received  deduction  available to  corporate  shareholders.

Distributions  of net  long-term  capital  gains  realized  by the Fund from the
purchase  and  sale of  securities  held by it for more  than  one year  will be
taxable to shareholders as a long-term capital gain (even if the shareholder has
held the shares  for less than one  year).  However,  if a  shareholder  who has
received a capital  gain  distribution  suffers a loss on the sale of his shares
not more than six months after purchase, the loss will be treated as a long-term
capital loss to the extent of the capital gain distribution received.

Shareholders  receiving  distributions in the form of additional  shares will be
treated  for  federal  income  tax  purposes  in the same  manner as if they had
received cash distributions equal in value to the shares received, and will have
a cost basis for Federal income tax purposes in each share received equal to the
net asset value of a share of the Fund on the date of distribution.

Shareholders  will generally  recognize  taxable gain or loss on a redemption of
shares in an amount equal to the difference between the redemption  proceeds and
the shareholder's basis in the shares redeemed. This gain or loss will generally
be capital,  assuming that the  shareholder  held the shares as a capital asset,
and will be  long-term  capital  gain or loss if the shares were held for longer
than one year. A loss  recognized on the  disposition of shares of the Fund will
be disallowed if identical (or substantially identical) shares are acquired in a
61-day  period  beginning  30 days  before  and ending 30 days after the date of
disposition.

Depending on the residence of the  shareholder  for tax purposes,  distributions
also may be subject to state and local taxes or withholding taxes.  Shareholders
should  consult  their  tax  advisers  as to the  tax  consequences  to  them of
ownership of shares of the Fund.

If a shareholder  purchases  shares shortly before the record date of a dividend
or capital gain  distribution,  such distribution will be taxable even though it
may  represent in whole or in part a return of the purchase  price and the value
of the shares drops by the approximate amount of the distribution.



                                       14
<PAGE>


DISTRIBUTION OPTION
Shareholders  should  specify  on their  account  application  how they  wish to
receive distributions.  If no election is made on the account application,  both
distributions  will  automatically be reinvested.  The Fund offers four options:

          (1)  all income dividends and capital gain distributions paid in cash;
          (2)  income  dividends  paid in cash with capital  gain  distributions
               reinvested;
          (3)  income dividends  reinvested with capital gain distributions paid
               in cash;
          (4)  both distributions  automatically reinvested in additional shares
               of the Fund.

Any distribution  payments returned by the post office as undeliverable  will be
reinvested  in  additional  shares  of the  Fund at the  net  asset  value  next
determined.

Withholding 

The Fund may be  required  to  withhold  Federal  income  tax at the rate of 31%
(backup  withholding)  from dividend,  capital gain and  redemption  payments to
shareholders  (a) who fail to furnish  the Fund with and to certify  the payee's
correct taxpayer  identification  number or social security number, (b) when the
Internal  Revenue Service  notifies the Fund that the payee has failed to report
properly  certain  interest  and  dividend  income to the IRS and to  respond to
notices to that  effect or (c) when the payee  fails to  certify  that he is not
subject  to  backup  withholding.  Investors  should  be  sure to  provide  this
information when they complete the application.  Certain foreign accounts may be
subject to U.S Withholding Tax on ordinary  distributions.  Investors  should be
sure to provide  their place of  residence  as well as  citizenship  status when
completing the application.


                               BUSINESS POLICIES


BUSINESS HOURS
The Fund is open for business each day the New York Stock  Exchange  ("NYSE") is
open. The NYSE and the Fund will be closed on the following holidays: New Year's
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

   
DETERMINING NET ASSET VALUE
Net asset value per share is  calculated  as of the close of regular  trading on
the  NYSE,  normally  4:00  p.m.,  Eastern  time  each  day the NYSE is open for
trading.  Net asset value is  determined  by totaling the value of all portfolio
securities,  cash, and other assets,  including  accrued interest and dividends,
owned by the Fund, and subtracting  from that total all  liabilities,  including
accrued  expenses.  The total net asset value is divided by the total  number of
shares outstanding to determine the net asset value of each share. Securities in
the Fund's  portfolio will be valued based on market  quotes,  or, if quotes are
not  available,  by a method the Board of Directors of the Fund  believes  would
reflect most accurately the securities' fair value.
    

Short-term securities with original or remaining maturities in excess of 60 days
are  valued  at the  mean of  their  quoted  bid and  asked  prices.  Short-term
securities  with 60 days or less to maturity are amortized to maturity  based on
their cost to the Fund if  acquired  within 60 days of  maturity  or, if already
held by the Fund on the day,  based on the  value  determined  on the day.  This
amortized cost method will be used unless the Board of Directors determines that
such method does not represent fair value.

Securities  traded on any  securities  exchange or other market  trading  system
which reports actual transaction prices on a contemporaneous basis are valued at
the last quoted  sales price or, in the absence of closing  sales prices on that
day,  securities  will be valued at the mean  between  the closing bid and asked
price.  Other readily  marketable  securities are valued at the mean between the


                                       15
<PAGE>

closing bid and asked prices. Due to the nature of the  over-the-counter  market
for  collateralized  mortgage  obligations,  the Fund  will  use an  independent
pricing  service  to value  these  securities.  Illiquid  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 or under the direction of
the Board of Directors of the Fund.

SHARE CERTIFICATES
No  certificates  representing  shares  of  the  Fund  will  be  delivered  to a
shareholder  when shares are either  purchased  alone or in connection  with the
Automatic  Distribution and Dividend  Reinvestment  Plan, unless the shareholder
submits a written request for the issuance of share  certificates.  The investor
retains full dividend and voting rights in any case and will receive, in lieu of
a certificate,  a statement from the Fund's transfer agent indicating the number
of full and fractional shares, if any, that the investor owns. While there is no
charge for the issuance of share  certificates,  many shareholders choose not to
request them in order to facilitate  redemptions  and transfers and to avoid the
cost and inconvenience of replacing a certificate if it is lost.


                             HOW TO PURCHASE SHARES


   
The price  paid for  shares is the net asset  value  next  determined  following
receipt  of the  purchase  order in  proper  form by the Fund or its  authorized
service  agent or  sub-agent.  See  "Determining  Net Asset Value." All purchase
orders should be directed to the Fund's transfer agent, Fund/Plan Services, Inc.
("FPS").

THROUGH AN AUTHORIZED BROKER-DEALER OR INVESTMENT ADVISER
Shares of the Fund may also be purchased through an investor's  broker-dealer or
investment adviser. The broker-dealer must be a member in good standing with the
NASD and have entered into a selling agreement with the Fund's distributor, MJW.
Investment  advisers  must  be  registered  under  federal  securities  law  and
authorized  by the Fund or Adviser  to sell Fund  shares.  Transactions  in Fund
shares made through an investor's  broker-dealer  or  investment  adviser may be
subject to postage or other charges imposed by the dealer or investment  adviser
and they may also impose  higher  initial or additional  amounts for  investment
than those  established by the Fund. An investor's  broker-dealer  or investment
adviser is responsible for forwarding  payment  promptly.  The Fund reserves the
right to cancel any purchase  order for which  payment has not been  received by
the third  business  day  following  receipt of the  purchase  order.  Telephone
purchase  orders will only be accepted from  financial  institutions  which have
been approved previously by the Fund or Adviser.
    

NEW ACCOUNTS
An account application must be completed and signed for each new account opened,
regardless of the method chosen for making the initial investment.

INITIAL INVESTMENT
The minimum initial investment is $1,000.  Payment may be made by check or money
order payable to "Third Avenue Value Fund, Inc."

BY MAIL      Third Avenue Value Fund, Inc.
             c/o Fund/Plan Services, Inc.
             P. O. Box 874
             Conshohocken, PA  19428-0874


                                       16
<PAGE>

Checks  will be accepted if drawn in U.S.  currency on a domestic  bank.  Checks
drawn against a non-U.S.  bank may be subject to  collection  delays and will be
accepted only upon actual receipt of the funds by the transfer  agent,  FPS. The
Fund will not accept a check endorsed over by a third-party.  A charge  (minimum
of $20) will be  imposed if any check used for the  purchase  of Fund  shares is
returned unpaid.  Investors who purchase Fund shares by check or money order may
not receive redemption  proceeds until there is reasonable belief that the check
has cleared,  which may take up to fifteen  calendar days after payment has been
received.

   
BY WIRE
Prior to sending wire  instructions,  notify FPS (800-443-1021) to insure proper
credit to your account. Direct your bank to wire funds as follows:
    

             United Missouri Bank KC N.A.
             Kansas City, MO
             ABA #: 10-10-00695
             For FPS Account #: 98-7037-071-9
             For further credit to:  Third Avenue Value Fund, Inc.
             (Your name, exact account title and account number)

Heavy wire  traffic  over the  Federal  Reserve  System may delay the arrival of
purchase orders made by wire.

ADDITIONAL INVESTMENTS BY MAIL
Subsequent  investments  should be accompanied by the "payment stub" attached to
the shareholder's account statement and may be made in minimum amounts of $1,000
and mailed to:

THIRD AVENUE VALUE FUND, INC.
             c/o Fund/Plan Services, Inc.
             P.O. Box 412797
             Kansas City, MO 64141-2797

   
At the sole discretion of the Adviser, the initial and any additional investment
minimums  may be waived in new  accounts  opened by  existing  shareholders  for
additional  family members and by officers,  directors or employees of the Fund,
MJW, the Adviser or any  affiliate of the Adviser  (including  their spouses and
children under age 21).
    

ADDITIONAL INVESTMENTS THROUGH THE AUTOMATIC INVESTMENT PLAN
This Plan  provides  shareholders  with a  convenient  method by which  they may
automatically  make  subsequent  monthly  purchases.   A  predetermined  amount,
selected by the shareholder,  will be deducted from the  shareholder's  checking
account. Subsequent investments under this Plan are subject to a monthly minimum
of $200. The Automatic Investment Plan option may be elected on the application.

   
INDIVIDUAL RETIREMENT ACCOUNTS
The Fund's  Individual  Retirement  Account  ("IRA")  application and additional
forms required may be obtained by contacting FPS at (800)  443-1021.  For IRA's,
the initial minimum is $500 and the minimum subsequent  contribution required is
$200.  The account will be maintained by the  custodian,  Semper Trust  Company,
which  currently  charges an annual  maintenance fee of $12. Fees are subject to
change by Semper Trust Company.
    

OTHER RETIREMENT PLANS

Investors  who  are  self-employed  may  purchase  shares  of the  Fund  through
tax-deductible  contributions  to retirement  plans for  self-employed  persons,
known as Keogh or H.R. 10 plans.  However,  the Fund does not currently act as a
sponsor or administrator  for such plans.  Fund shares may also be purchased for
other  types  of   qualified   pension  or  profit   sharing   plans  which  are
employer-sponsored,  including  deferred  compensation or salary reduction plans
known as "401(k) Plans" which give  participants  the right to defer portions of


                                       17
<PAGE>

   
their  compensation for investment on a tax-deferred  basis until  distributions
are made from the plan.
    

                              HOW TO REDEEM SHARES

Shareholders  may redeem  shares on any  business  day during  which the NYSE is
open.  All  redemption  requests  should be directed to FPS. Fund shares will be
redeemed at the net asset value next  calculated  after such request is received
by FPS in proper form.  Redemption requests that contain a restriction as to the
time, date or share price at which the redemption is to be effective will not be
honored.

BY MAIL
Send a written  request,  together  with any share  certificates  that have been
issued, to:

             Fund/Plan Services, Inc.
             P.O. Box 874
             Conshohocken, PA  19428-0874

   
Written redemption requests, stock powers and any share certificates issued must
be submitted  and signed  exactly as the account is  registered.  Such  requests
generally require a signature guarantee and additional documents. See "Signature
Guarantees/Other  Documents."

TELEPHONE REDEMPTION SERVICE
Shareholders  who wish to redeem  shares by telephone  may elect this service on
the application.  Such shareholders may thereafter redeem unissued shares valued
at not less than $1,000 on any  business  day by calling  FPS at (800)  443-1021
prior to 4:00 p.m. Eastern time.
    

The Fund and its transfer agent, FPS, will not be liable for following telephone
instructions  reasonably  believed to be  genuine.  In this  regard,  the Fund's
transfer agent will require personal identification information before accepting
a telephone  redemption  order.  If the transfer  agent fails to use  reasonable
procedures, the Fund might be liable for losses due to fraudulent instructions.

   
Shareholders  who did not previously elect the Telephone  Redemption  Service on
their  application,  or wish to  change  any  information  previously  provided,
including the address of record or the bank to which redemption  proceeds are to
be  wired,  must  submit a  signature  guaranteed  letter of  instructions.  See
"Signature   Guarantees/Other   Documents."

MONEY MARKET EXCHANGE PRIVILEGE
Shareholders may redeem any or all shares of the Fund and  automatically  invest
the proceeds  through the Third Avenue  Money Market Fund  account,  in the Cash
Account Trust Money Market Portfolio, an unaffiliated, separately managed, money
market mutual fund. The exchange  privilege with the money market portfolio does
not constitute an offering or  recommendation  of the shares of the money market
portfolio by the Fund or the Distributor. EQSF Advisers, Inc. is compensated for
administrative  services it performs with respect to the money market portfolio.

Shareholders  who wish to use this  exchange  privilege may elect the service on
the account application.  Fund shareholders should not order shares of the Money
Market Fund without first receiving the current  prospectus for the Money Market
Fund. By giving  exchange  instructions,  a  shareholder  will be deemed to have
represented  that he has  received the current  prospectus  for the Money Market
Fund.

The Fund reserves the right to reject any exchange request or otherwise  modify,
restrict or terminate  the exchange  privilege at any time upon at least 60 days
prior written notice.
    


                                       18
<PAGE>

   
Shareholders  should be aware that an exchange is treated for federal income tax
purposes as a sale and a purchase of shares,  which may result in realization of
a gain or loss.

Exchanges  of Fund  shares are  subject to the other  requirements  of the Money
Market Fund into which the exchange is made.
    

FEES
There is no charge for  redemption of shares  tendered  directly to the transfer
agent,  FPS. FPS  currently  charges a wire fee of $9 for payment of  redemption
proceeds by federal funds. FPS will  automatically  deduct the wire fee from the
redemption proceeds.  Broker-dealers  handling redemption transactions generally
will charge a service fee.

REDEMPTION WITHOUT NOTICE
The Fund has the right,  at any time and without prior notice to a  shareholder,
to redeem shares held in any account  registered in the name of such shareholder
at  current  net asset  value,  if and to the  extent  that such  redemption  is
necessary to reimburse the Fund for any loss  sustained by reason of the failure
of such  shareholder  to make full  payment  for  shares of the Fund  previously
purchased or subscribed for by such shareholder.

   
ACCOUNT MINIMUM
A shareholder  selling a partial amount of shares must leave at least $500 worth
of shares to keep the account open, and in the case of an IRA account,  at least
$200.  The Fund may also,  upon 30 days prior written  notice to a  shareholder,
redeem  shares in any  account,  other than an IRA  account,  containing  shares
currently  having  an  aggregate  net  asset  value,  not  attributed  to market
fluctuations, of less than $500.
    

PAYMENT OF REDEMPTION PROCEEDS
The Fund will  usually make payment for  redemptions  of Fund shares  within one
business  day,  but not later than  seven  calendar  days after  receipt of such
redemption  requests.  However, if the Fund has not collected the purchase price
of the shares being  redeemed,  the redemption  will not be processed until such
collection has been completed.

Redemption  of recently  purchased  Fund shares that have been paid for by check
may be delayed until the Fund has reasonable  belief that the check has cleared,
which may take up to  fifteen  calendar  days  after  payment  of the  purchase.
Investors  who  anticipate  that they may wish to  redeem  their  shares  before
fifteen calendar days are advised to pay for their shares by federal funds wire.

WIRED PROCEEDS
In the case of  redemption  proceeds  that are  wired to a  shareholder's  bank,
payment  will be  transmitted  only on days that  commercial  banks are open for
business  and  only  to  the  bank  and  account  previously  authorized  on the
application  or  shareholder's  signature  guaranteed  letter  of  instructions.
Neither the Fund nor FPS will be responsible for any delays in wired  redemption
proceeds due to heavy wire traffic over the Federal Reserve System.

SIGNATURE GUARANTEES/OTHER DOCUMENTS
Signatures  on any  (1)  request  for  redemption,  payable  to  the  registered
shareholder  involving $5,000 or more, (2) redemption proceeds payable to and/or
mailed to other than the  registered  shareholder,  or (3)  requests to transfer
shares must be guaranteed by an "eligible guarantor institution" as such term is
defined  in Rule  17Ad-15  under  the  Securities  Exchange  Act of 1934,  which
includes certain banks, brokers,  dealers,  credit unions,  securities exchanges
and associations, clearing agencies and savings associations. A notary public is
not an acceptable  guarantor.  ADDITIONAL  DOCUMENTS MAY BE REQUIRED WHEN SHARES


                                       19
<PAGE>

   
ARE REGISTERED IN THE NAME OF A CORPORATION,  PARTNERSHIP,  ASSOCIATION,  AGENT,
FIDUCIARY,  TRUST,  ESTATE OR OTHER  ORGANIZATION.  Additional tax documents may
also be  required  in the case of  redemptions  from IRA  accounts.  For further
information call FPS toll free at (800) 443-1021.

SYSTEMATIC WITHDRAWAL PLAN 
Shareholders  owning or purchasing  shares of the Fund having a current value of
at least $10,000 may participate in a Systematic Withdrawal Plan, which provides
for automatic redemption of at least $100 monthly, quarterly,  semi-annually, or
annually.  Shareholders may establish a Systematic  Withdrawal Plan by sending a
letter  to the  transfer  agent,  FPS.  Notice  of all  changes  concerning  the
Systematic  Withdrawal Plan must be received by FPS, at least two weeks prior to
the  next  scheduled  payment.  Further  information  regarding  the  Systematic
Withdrawal Plan and its  requirements can be obtained by contacting FPS at (800)
443-1021.
    

                              SHAREHOLDER SERVICES

The Fund provides you with helpful services and information about your account.

   
STATEMENTS AND REPORTS 
 o A statement after every transaction. 
 o Annual account  statement  reflecting all  transactions for the year.
 o Tax information will be mailed by January  31 of each  year,  a copy of which
   will also be filed with the  Internal  Revenue  Service. 
 o At least  twice a year,  the  financial statements of the Fund with a summary
   of portfolio  composition and performance.
 o The  Fund   intends   to  continue   to   mail  to  shareholders   quarterly 
   reports containing  the  Chairman  of the  Board's  letter  and a summary  of
   portfolio changes, composition and performance.
    

The Fund pays for  shareholder  services  but not for special  services  such as
requests for historical transcripts of accounts. The Fund's transfer agent, FPS,
currently  charges $10 per year for duplication of historical  account  activity
records, with a maximum fee of $100.

TELEPHONE INFORMATION

   
Your Account:      Questions about your account, purchases, redemptions  and
                   distributions  can be answered by FPS,  the  transfer  agent,
                   Monday  through  Friday,  9:00 AM to 7:00 PM (Eastern  time).
                   Call toll free (800) 443-1021 or (610) 834-3500.

The Fund:          Questions about Third Avenue Value Fund, Inc. can be answered
                   by the Fund's telephone representatives Monday through Friday
                   9:00 AM to 5:00 PM  (Eastern  time).  Call  toll  free  (800)
                   443-1021 or (212) 888-6685.

To Redeem Shares:  To redeem shares by telephone, call FPS toll free (800)
                   443-1021 or (610) 834-3500.
    

TRANSFER OF OWNERSHIP

A  shareholder  may transfer Fund shares or change the name or form in which the
shares are registered by writing to the Fund's transfer  agent,  FPS. The letter
of instruction must clearly  identify the account number,  name(s) and number of
shares to be transferred,  and provide a certified tax identification  number by
way of a  completed  new  account  application  or W-9  form,  and  include  the
signature(s) of all registered owners,  and any share  certificates  issued. The
signature(s) on the transfer  instructions or any stock power must be guaranteed
as  described  under   "Signature   Guarantees/Other   Documents."

                                       20
<PAGE>

                                   APPENDIX A
                     DESCRIPTION OF CORPORATE BOND RATINGS

STANDARD & POOR'S  RATINGS  SERVICES

The ratings are based on current information furnished by the issuer or obtained
by Standard & Poor's from other sources it considers reliable. Standard & Poor's
does not perform any audit in  connection  with any rating and may, on occasion,
rely on unaudited financial information.  The ratings may be changed,  suspended
or withdrawn as a result of changes in, or  unavailability  of, such information
or for other circumstances.

The ratings are based, in varying degrees, on the following considerations:

I.   Likelihood of  default-capacity  and  willingness  of the obliger as to the
     timely  payment of interest and repayment of principal in  accordance  with
     the terms of the obligation.

II.  Nature and provisions of the obligation.

III. Protection  afforded by, and  relative  position of the  obligation  in the
     event of bankruptcy,  reorganization or other arrangement under the laws of
     bankruptcy and other laws affecting creditors' rights.

     AAA - Debt  rated  "AAA" has the  highest  rating  assigned  by  Standard &
     Poor's.  Capacity to pay interest and repay principal is extremely  strong.

     AA - Debt rated "AA" has a very strong  capacity to pay  interest and repay
     principal and differs from the higher rated issues only in small degree.

     A - Debt  rated  "A"  has a  strong  capacity  to pay  interest  and  repay
     principal  although it is somewhat more  susceptible to the adverse effects
     of changes in  circumstances  and economic  conditions  than debt in higher
     rated categories.

     BBB - Debt rated "BBB" is  regarded  as having an adequate  capacity to pay
     interest  and  repay  principal.  Whereas  it  normally  exhibits  adequate
     protection   parameters,    adverse   economic   conditions   or   changing
     circumstances  are  more  likely  to lead  to a  weakened  capacity  to pay
     interest and repay principal for debt in this category than in higher rated
     categories.

     BB, B, CCC, CC, C - Debt rated "BB", "B", "CCC", "CC", and "C" is regarded,
     on balance,  as  predominantly  speculative with respect to capacity to pay
     interest  and  repay   principal  in  accordance  with  the  terms  of  the
     obligation.  "BB"  indicates the lowest degree of  speculation  and "C" the
     highest  degree of  speculation.  While  such debt  will  likely  have some
     quality  and  protective  characteristics,  these are  outweighed  by large
     uncertainties or major risk exposures to adverse conditions.

     BB - Debt rate "BB" has less near-term  vulnerability to default than other
     speculative  issues.  However,  it faces  major  ongoing  uncertainties  or
     exposure to adverse business,  financial or economic conditions which could
     lead to inadequate capacity to meet timely interest and principal payments.
     The "BB" rating category is also used for debt  subordinated to senior debt
     that is assigned an actual or implied "BBB" rating.

                                       21
<PAGE>

     B - Debt rated "B" has a greater vulnerability to default but currently has
     the capacity to meet interest  payments and principal  repayments.  Adverse
     business,  financial or economic  conditions will likely impair capacity or
     willingness to pay interest and repay principal. The "B" rating category is
     also used for debt  subordinated  to senior debt that is assigned an actual
     or implied "BB" or "BB-" rating.

     CCC - Debt  rated  "CCC"  has a  currently  identifiable  vulnerability  to
     default,  and is dependent upon favorable business,  financial and economic
     conditions  to meet timely  payment of interest and repayment of principal.
     In the event of adverse business,  financial or economic conditions,  it is
     not likely to have the capacity to pay interest  and repay  principal.  The
     "CCC"  rating  category is also used for debt  subordinated  to senior debt
     that is assigned an actual or implied "B" or "B-" rating.

     CC - The rating "CC" is typically  applied to debt  subordinated  to senior
     debt that is assigned an actual or implied "CCC" rating.

     C - The rating "C" is typically applied to debt subordinated to senior debt
     which is assigned an actual or implied  "CCC-" debt rating.  The "C" rating
     may be used to  cover a  situation  where a  bankruptcy  petition  has been
     filed, but debt service payments are continued.

     C1 - The rating "C1" is reserved  for income  bonds on which no interest is
     being paid.

     D - Debt rated "D" is in payment  default.  The "D" rating category is used
     when interest  payments or principal  payments are not made on the date due
     even if the  applicable  grace  period has not expired,  unless  Standard &
     Poor's  believes  that such payments will be made during such grace period.
     The "D" rating also will be used upon the filing of a  bankruptcy  petition
     if debt service payments are jeopardized.

     Plus (+) or Minus (-):  The  ratings  from "AA" to "CCC" may be modified by
     the addition of a plus or minus sign to show relative  standing  within the
     major  categories.

     MOODY'S INVESTORS  SERVICE,  INC. 
     Aaa - Bonds which are rated Aaa are judged to be of the best quality.  They
     carry the smallest degree of investment risk and are generally  referred to
     as  "gilt  edged."  Interest  payments  are  protected  by a large or by an
     exceptionally  stable  margin and  principal  is secure.  While the various
     protective elements are likely to change, such changes as can be visualized
     are most  unlikely  to impair the  fundamentally  strong  position  of such
     issues.

     Aa - Bonds  which are  rated Aa are  judged  to be of high  quality  by all
     standards.  Together  with the Aaa group they  comprise  what are generally
     known as high-grade bonds. They are rated lower than the best bonds because
     margins of protection may not be as large as in Aaa securities, fluctuation
     of protective  elements may be of greater amplitude,  or there may be other
     elements present which make the long-term risk appear somewhat greater than
     the Aaa  securities.

     A - Bonds which are rated A possess many  favorable  investment  attributes
     and are to be considered as upper-medium-grade obligations.  Factors giving
     security to principal and interest are  considered  adequate,  but elements
     may be present which suggest a  susceptibility  to impairment  some time in
     the future.



                                       22
<PAGE>

     Baa - Bonds which are rated Baa are considered as medium-grade  obligations
     (i.e.,  they are neither  highly  protected nor poorly  secured).  Interest
     payments and  principal  security  appear  adequate  for the  present,  but
     certain  protective  elements  may be lacking or may be  characteristically
     unreliable  over any great  length of time.  Such  bonds  lack  outstanding
     investment characteristics and in fact have speculative  characteristics as
     well.

     Ba - Bonds  which are rated Ba are  judged  to have  speculative  elements:
     their future cannot be considered as well-assured.  Often the protection of
     interest and  principal  payments may be very moderate and thereby not well
     safeguarded during both good and bad times over the future.  Uncertainty of
     position characterizes bonds in this class.

     B - Bonds which are rated B generally lack characteristics of the desirable
     investment.  Assurance of interest and principal payments or of maintenance
     of other terms of the contract over any long period of time may be small.

     Caa - Bonds which are rated Caa are of poor standing. Such issues may be in
     default  or there  may be  present  elements  of  danger  with  respect  to
     principal or interest.

     Ca - Bonds which are rated Ca represent  obligations  which are speculative
     in a high  degree.  Such  issues are often in default or have other  marked
     shortcomings.

     C - Bonds which are rated C are the lowest rated class of bonds, and issues
     so rated  can be  regarded  as  having  extremely  poor  prospects  of ever
     attaining  any  real  investment   standing.   

Moody's  applies  numerical  modifiers:1,   2  and  3  in  each  generic  rating
classification  from Aa  through B in its  corporate  bond  rating  system.  The
modifier 1 indicates  that the  security  ranks in the higher end of its generic
rating category,  the modifier 2 indicates a mid-range ranking, and the modifier
3  indicates  that  the  issue  ranks in the  lower  end of its  generic  rating
category.


                                       23
<PAGE>


 This page intentionally left blank.


<PAGE>


                                     [LOGO]



                                  THIRD AVENUE
                                VALUE FUND, INC.

                                  STATEMENT OF
                                   ADDITIONAL
                                  INFORMATION

                                  -----------

   
                            Dated February 28, 1996
    




<PAGE>



THIRD AVENUE VALUE FUND, INC.                        
767 Third Avenue                                     
New York, NY  10017-2023
(212) 888-6685
(800) 443-1021 (toll free)

BOARD OF DIRECTORS                                   
Phyllis W. Beck                                      
Tibor Fabian
Gerald Hellerman
Marvin Moser                                         
Donald Rappaport
Myron M. Sheinfeld
Martin Shubik
Jack Weprin
Martin J. Whitman

OFFICERS
Martin J. Whitman
Chairman, Chief Executive Officer,
President

Michael Carney
Chief Financial Officer, Treasurer

Allison Cutler, Assistant Treasurer
       

   
Jill Kopin, Secretary
    

INVESTMENT ADVISER
EQSF Advisers, Inc.
767 Third Avenue
New York, NY 10017-2023

DISTRIBUTOR
M.J. Whitman, Inc.
767 Third Avenue
New York, NY 10017-2023

   
TRANSFER AGENT
Fund/Plan Services, Inc.
P.O. Box 874
Conshohocken, PA 19428-0874
(610) 834-3500
(800) 443-1021 (toll-free)
    

CUSTODIAN
Danielson Trust Company
525 B Street
San Diego, CA 92101-4492


<PAGE>

================================================================================

                                     [LOGO]

                      STATEMENT OF ADDITIONAL INFORMATION

   
                            Dated February 28, 1996
    

                         THIRD AVENUE VALUE FUND, INC.

                                767 Third Avenue
                               New York, NY 10017
                                 (212) 888-6685
                            (800) 443-1021 Toll Free


   
        This Statement of Additional Information is in addition to and serves to
expand and  supplement the current  Prospectus of Third Avenue Value Fund,  Inc.
(the "Fund") dated February 28, 1996. It should be read in conjunction  with the
Prospectus,  which may be obtained  without charge by contacting the Fund at 767
Third Avenue, New York, NY 10017-2023,  (800) 443-1021 or (212) 888-6685.
    

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>                                                                              <C>
GENERAL INFORMATION .........................................................    1
DESCRIPTION OF SECURITIES ...................................................    1
   Residential Mortgage-Backed Securities ...................................    1
   Guaranteed Mortgage Pass-Through Securities ..............................    1
      Ginnie Mae Certificates ...............................................    1
      Fannie Mae Certificates ...............................................    2
      Freddie Mac Certificates ..............................................    2
   Private Mortgage Pass-Through Securities .................................    2
   Collateralized Mortgage Obligations and Multiclass Pass-Through Securities    3
   Stripped Mortgage-Backed Securities ......................................    3
   RTC Securities ...........................................................    3
   Floating Rate, Inverse Floating Rate and Index Obligations ...............    3
INVESTMENT RESTRICTIONS .....................................................    4
MANAGEMENT OF THE FUND ......................................................    6
INVESTMENT ADVISER ..........................................................   10
INVESTMENT ADVISORY AGREEMENT ...............................................   11
DISTRIBUTOR .................................................................   12
PORTFOLIO TRADING PRACTICES .................................................   12
PURCHASE ORDERS .............................................................   13
REDEMPTION OF SHARES ........................................................   13
   REDEMPTION IN KIND .......................................................   13
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES .............................   14
   General ..................................................................   14
   Distributions ............................................................   14
   Redemption of Shares .....................................................   14
   Backup Withholding .......................................................   15
PERFORMANCE INFORMATION .....................................................   15
FINANCIAL STATEMENTS ........................................................   15
</TABLE>

- --------------------------------------------------------------------------------

================================================================================
<PAGE>
================================================================================

                                     [LOGO]

                              GENERAL INFORMATION

The Fund was incorporated as "767 Third Avenue Fund, Inc." on November 27, 1989.
Its present name was adopted by amendment  of its Articles of  Incorporation  on
May 18, 1992.

                           DESCRIPTION OF SECURITIES

The following further describes certain types of  mortgage-backed  securities in
which the Fund may invest:

RESIDENTIAL MORTGAGE-BACKED SECURITIES The Fund expects to invest in residential
mortgage-backed  securities  representing  participation  interests  in pools of
one-to-four  family  residential  mortgage loans  originated by private mortgage
originators.  Traditionally,  residential  mortgage-backed  securities have been
issued by governmental  agencies such as Fannie Mae, Freddie Mac and Ginnie Mae.
The Fund intends to invest only in those  securities  guaranteed by governmental
agencies.  The Fund does not  intend to  invest  in  commercial  mortgage-backed
securities.  Non-governmental entities that have issued or sponsored residential
mortgage-backed  securities  offerings  include  savings and loan  associations,
mortgage  banks,  insurance  companies,  investment  banks and  special  purpose
subsidiaries of the foregoing. The Fund intends to invest in securities that are
either AAA rated or guaranteed by the U.S.  government or one of its agencies or
instrumentalities.  See "Appendix  A--Description  of Corporate Bond Ratings" in
the Prospectus.

While  residential   loans  do  not  typically  have  prepayment   penalties  or
restrictions,  they are often  structured  so that  subordinated  classes may be
locked  out of  prepayments  for a period  of  time.  However,  in a  period  of
extremely rapid  prepayments,  during which senior classes may be retired faster
than expected,  the  subordinated  classes may receive  unscheduled  payments of
principal and would have average lives that, while longer than the average lives
of the senior classes, would be shorter than originally expected.

The types of residential mortgage-backed securities which the Fund may invest in
may include the following:

GUARANTEED  MORTGAGE  PASS-THROUGH  SECURITIES  The Fund may invest in  mortgage
pass-through  securities  representing   participation  interests  in  pools  of
residential mortgage loans originated by the U.S. government and guaranteed,  to
the extent  provided in such  securities,  by the U.S.  government or one of its
agencies or instrumentalities. Such securities, which are ownership interests in
the underlying mortgage loans,  differ from conventional debt securities,  which
provide  for   periodic   payment  of  interest   in  fixed   amounts   (usually
semi-annually)  and principal  payments at maturity or on specified  call dates.
Mortgage  pass-through  securities  provide  for  monthly  payments  that  are a
"pass-through"  of the monthly  interest and principal  payments  (including any
prepayments) made by the individual  borrowers on the pooled mortgage loans, net
of any fees paid to the  guarantor  of such  securities  and the servicer of the
underlying mortgage loans.

The guaranteed  mortgage  pass-through  securities in which the Fund will invest
are those issued or guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac.

   
  GINNIE MAE CERTIFICATES Ginnie Mae is a wholly-owned corporate instrumentality
of the United  States  Government  within the  Department  of Housing  and Urban
Development.  The National  Housing Act of 1934, as amended (the "Housing Act"),
authorizes  Ginnie Mae to guarantee  the timely  payment of the principal of and
interest  on  certificates  that are based on and  backed by a pool of  mortgage
loans insured by the Federal  Housing  Administration  under the Housing Act, or
Title V of the Housing Act of 1949 ("FHA Loans"), or guaranteed by the Veterans'
Administration under the Servicemen's  Readjustment Act of 1944, as amended ("VA
Loans"),  or by pools of other eligible mortgage loans. The Housing Act provides
that the full faith and credit of the U.S.  government is pledged to the payment
of all amounts that may be required to be paid under any guarantee.  In order to
meet its obligations  under such  guarantee,  Ginnie Mae is authorized to borrow
from the U.S. Treasury with no limitations as to amount.
    

The Ginnie Mae  Certificates  will  represent a pro rata interest in one or more
pools of the  following  types of mortgage  loans:  (i) fixed rate level payment
mortgage loans;  (ii) fixed rate graduated  payment mortgage loans;  (iii) fixed
rate growing equity  mortgage  loans;  (iv) fixed rate mortgage loans secured by
manufactured  (mobile)  homes;  (v) mortgage  loans on  multifamily  residential
properties  under  construction;  (vi) mortgage  loans on completed  multifamily
projects; (vii) fixed rate mortgage loans as to which escrowed funds are used to

- --------------------------------------------------------------------------------
                                       1
================================================================================
<PAGE>
================================================================================

                                     [LOGO]

reduce the borrower's  monthly  payments  during the early years of the mortgage
loans  ("buydown"  mortgage  loans);  (viii)  mortgage  loans that  provide  for
adjustments in payments based on periodic  changes in interest rates or in other
payment terms of the mortgage loans; and (ix) mortgage-backed  serial notes. All
of these mortgage  loans will be FHA Loans or VA Loans and,  except as otherwise
specified  above,  will be  fully-amortizing  loans  secured  by first  liens on
one-to-four family housing units.

  FANNIE MAE CERTIFICATES      Fannie Mae is a federally chartered and privately
owned  corporation  organized and existing under the Federal  National  Mortgage
Association Charter Act. Fannie Mae was originally established in 1938 as a U.S.
government agency to provide  supplemental  liquidity to the mortgage market and
was transformed into a stockholder  owned and privately  managed  corporation by
legislation  enacted in 1968.  Fannie Mae provides funds to the mortgage  market
primarily  by  purchasing  home  mortgage  loans  from  local  lenders,  thereby
replenishing  their funds for additional  lending.  Fannie Mae acquires funds to
purchase home mortgage  loans from many capital  market  investors  that may not
ordinarily invest in mortgage loans directly, thereby expanding the total amount
of funds available for housing.

Each Fannie Mae  Certificate  entitles the registered  holder thereof to receive
amounts  representing  such  holder's pro rata  interest in scheduled  principal
payments and interest  payments (at such Fannie Mae  Certificate's  pass-through
rate,  which  is net of any  servicing  and  guarantee  fees  on the  underlying
mortgage loans), and any principal prepayments on the mortgage loans in the pool
represented  by such  Fannie  Mae  Certficate  and such  holder's  proportionate
interest in the full  principal  amount of any  foreclosed or otherwise  finally
liquidated  mortgage  loan.  The full and  timely  payment of  principal  of and
interest on each Fannie Mae  Certficate  will be guaranteed by Fannie Mae, which
guarantee is not backed by the full faith and credit of the U.S. government.

Each Fannie Mae  Certificate  will  represent a pro rata interest in one or more
pools of FHA Loans,  VA Loans or  conventional  mortgage  loans (i.e.,  Mortgage
Loans that are not  insured or  guaranteed  by any  governmental  agency) of the
following types;  (i) fixed rate level payment  mortgage loans;  (ii) fixed rate
growing  equity  mortgage  loans;  (iii) fixed rate graduated  payment  mortgage
loans;  (iv) variable rate California  mortgage loans; (v) other adjustable rate
mortgage  loans;  and (vi)  fixed rate  mortgage  loans  secured by  multifamily
projects.

   
  FREDDIE  MAC  CERTIFICATES  Freddie Mac is a  corporate instrumentality of the
United States  Government  created pursuant to the Emergency Home Finance Act of
1970, as amended (the "FHLMC Act").  Freddie Mac was  established  primarily for
the purpose of increasing the  availability of mortgage credit for the financing
of needed housing.  The principal  activity of Freddie Mac currently consists of
the  purchase  of first  lien,  conventional,  residential  mortgage  loans  and
participation  interests in such  mortgage  loans and the resale of the mortgage
loans so purchased  in the form of mortgage  securities,  primarily  Freddie Mac
Certificates.
    

Freddie Mac guarantees to each  registered  holder of a Freddie Mac  Certificate
the timely  payment of interest  at the rate  provided  for by such  Freddie Mac
Certificate,  whether  or not  received.  Freddie  Mac also  guarantees  to each
registered  holder of a  Freddie  Mac  Certificate  ultimate  collection  of all
principal of the related  mortgage loans,  without any offset or deduction,  but
does not generally guarantee the timely payment of scheduled principal.  Freddie
Mac may remit the  amount  due on  account of its  guarantee  of  collection  of
principal at any time after  default on an  underlying  mortgage  loan,  but not
later than 30 days following (i)  foreclosure  sale,  (ii) payment of a claim by
any  mortgage  insurer,  or (iii) the  expiration  of any  right of  redemption,
whichever occurs later, but in any event no later than one year after demand has
been made upon the  mortgagor  for  acceleration  of payment of  principal.  The
obligations of Freddie Mac under its guarantee are obligations solely of Freddie
Mac and are not backed by the full faith and credit of the U.S. government.

Freddie Mac  Certificates  represent a pro rata  interest in a group of mortgage
loans (a "Freddie Mac Certificate group") purchased by Freddie Mac. The mortgage
loans  underlying  the Freddie Mac  Certificates  will  consist of fixed rate or
adjustable  rate mortgage  loans with original  terms to maturity of between ten
and thirty  years,  substantially  all of which are  secured  by first  liens on
one-to-four family residential properties or multifamily projects. Each mortgage
loan must meet the  applicable  standards  set forth in the FHLMC Act. A Freddie
Mac Certificate group may include whole loans,  participation interests in whole
loans and  undivided  interests  in whole  loans and  participations  comprising
another Freddie Mac Certificate group.

PRIVATE  MORTGAGE   PASS-THROUGH   SECURITIES   Private  mortgage   pass-through
securities ("Private Pass-Throughs") are structured similarly to the Ginnie Mae,
Fannie Mae and Freddie Mac mortgage pass-through  securities described above and
are issued by originators of and investors in mortgage loans,  including savings
and loan associations,  mortgage banks,  commercial banks,  investment banks and
special purpose subsidiaries of the foregoing. Private Pass-Throughs are usually
backed by a pool of  conventional  fixed rate or adjustable rate mortgage loans.
Since Private Pass-Throughs typically are not guaranteed by an entity having the

- --------------------------------------------------------------------------------
                                       2
================================================================================
<PAGE>
================================================================================

                                     [LOGO]

credit  status of  Ginnie  Mae,  Fannie  Mae or  Freddie  Mac,  such  securities
generally are structured with one or more types of credit enhancement.


COLLATERALIZED  MORTGAGE  OBLIGATIONS  AND  MULTICLASS  PASS-THROUGH  SECURITIES
Collateralized   mortgage   obligations   or   "CMOs"   are   debt   obligations
collateralized by mortgage loans or mortgage pass-through securities. Typically,
CMOs are  collateralized  by Ginnie Mae, Fannie Mae or Freddie Mac Certificates,
but also may be  collateralized  by whole loans or Private  Pass-Throughs  (such
collateral   collectively   hereinafter   referred  to  as  "Mortgage  Assets").
Multiclass  pass-through  securities are equity  interests in a fund composed of
Mortgage Assets.  Unless the context indicates otherwise,  all references herein
to CMOs include multiclass pass-through securities. Payments of principal of and
interest on the Mortgage Assets,  and any reinvestment  income thereon,  provide
the funds to pay debt service on the CMOs or make scheduled distributions on the
multiclass  pass-through  securities.  CMOs  may be  sponsored  by  agencies  or
instrumentalities  of the U.S.  Government,  or by  private  originators  of, or
investors in, mortgage loans, including savings and loan associations,  mortgage
banks,  commercial banks,  investment banks and special purpose  subsidiaries of
the  foregoing.  Under current law, every newly created CMO issuer must elect to
be treated for federal income tax purposes as a Real Estate Mortgage  Investment
Conduit (a "REMIC").

In a CMO, a series of bonds or certificates is issued in multiple classes.  Each
class of CMOs,  often referred to as a "tranche",  is issued at a specific fixed
or floating  coupon rate and has a stated maturity or final  distribution  date.
Principal  prepayments  on the Mortgage  Assets may cause the CMOs to be retired
substantially  earlier than their stated maturites or final distribution  dates.
Interest is paid or accrues on all  classes of the CMOs on a monthly,  quarterly
or semi-annual  basis.  The principal of and interest on the Mortgage Assets may
be allocated among the several classes of a series of a CMO in innumerable ways.
In one structure, payments of principal, including any principal prepayments, on
the  Mortgage  Assets are  applied to the classes of a CMO in the order of their
respective stated maturities or final distribution  dates, so that no payment of
principal  will be made on any class of CMOs until all other  classes  having an
earlier stated maturity or final distribution date have been paid in full.

The Fund  may also  invest  in,  among  others,  parallel  pay CMOs and  Planned
Amortization  Class CMOs ("PAC  Bonds").  Parallel  pay CMOs are  structured  to
provide payments of principal on each payment date to more than one class. These
simultaneous  payments are taken into account in calculating the stated maturity
date or  final  distribution  date of  each  class,  which,  as with  other  CMO
structures,  must be retired by its payments of a specified  amount of principal
on each payment date.

STRIPPED MORTGAGE-BACKED SECURITIES Stripped mortgage-backed securities ("SMBS")
may be issued by agencies or  instrumentalities  of the U.S.  Government,  or by
private  originators of, or investors in, mortgage loans,  including savings and
loan  associations,  mortgage  banks,  commercial  banks,  investment  banks and
special purpose subsidiaries of the foregoing. SMBS issued by parties other than
agencies or  instrumentalities  of the U.S.  Government  are  considered,  under
current guidelines of the staff of the Securities and Exchange Commission, to be
illiquid  securities.  The Fund will only  invest  in  stripped  mortgage-backed
securities   of  the  U.S.   Government   and  certain  of  its   agencies   and
instrumentalities.

SMBS  are  structured  with  two or more  classes  of  securities  that  receive
different  proportions of the interest and principal  distributions on a pool of
Mortgage  Assets.  A common type of SMBS will have at least one class  receiving
none or only a small portion of the interest and all or a larger  portion of the
principal  from the  Mortgage  Assets,  while the  other  classes  will  receive
primarily or entirely interest and only a small portion of the principal.

RTC  SECURITIES The Resolution  Trust  Corporation  ("RTC") was organized by the
U.S. Government in connection with the savings and loan crisis. RTC holds assets
of  failed  savings  and  loans  either  as  conservator  or  receiver  for such
institutions  or acquires  such assets in its corporate  capacity.  These assets
include,  among other things,  single family and  multifamily  mortgage loans as
well as  commercial  mortgage  loans.  In order to dispose of such  assets in an
orderly manner, RTC has established a vehicle registered with the Securities and
Exchange   Commission   ("SEC")   through   which   it   sells   credit-enhanced
Mortgage-Backed  Securities ("RTC Securities").  These securities  represent pro
rata  interests in pools of single family and  multifamily  mortgage loans which
RTC holds or has acquired as described  above.  It is expected  that  commercial
mortgage loans may also be included in discrete pools in the near future. Credit
enhancement of RTC Securities is obtained from external sources  (including pool
insurance policies,  letters of credit and surety guarantees),  internal sources
(including subordination and spread accounts) and independent sources (including
reserve funds and cash collateral accounts).

FLOATING RATE,  INVERSE FLOATING RATE AND INDEX  OBLIGATIONS The Fund may invest
in debt securities with interest payments or maturity values that are not fixed,
but float in  conjunction  with (or inversely to) an underlying  index or price.
These securities may be backed by U.S.  Government or corporate  issuers,  or by

- --------------------------------------------------------------------------------
                                       3
================================================================================
<PAGE>
================================================================================

                                     [LOGO]

collateral such as mortgages. In certain cases, a change in the underlying index
or price may have a leveraging effect on the periodic coupon payments,  creating
larger  possible  swings in the prices of such securities than would be expected
when taking into account  their  maturities  alone.  The indices and prices upon
which such securities can be based include  interest  rates,  currency rates and
commodities  prices.  However,  the Fund will not invest in any instrument whose
value is  computed  based on a  multiple  of the  change in price or value of an
asset or an index of or  relating  to assets in which  the Fund  cannot  invest.

Floating  rate  securities  pay  interest  according  to a coupon which is reset
periodically.  The reset  mechanism may be formula based, or reflect the passing
through of floating  interest  payments on an underlying  collateral  pool.  The
coupon is usually reset daily, weekly, monthly, quarterly or semi-annually,  but
other schedules are possible.  Floating rate obligations generally exhibit a low
price  volatility  for a given stated  maturity or average  life  because  their
coupons adjust with changes in interest rates. If their  underlying index is not
an  interest  rate,  or the reset  mechanism  lags the  movement of rates in the
current market,  greater price  volatility may be experienced.

Inverse floating rate securities are similar to floating rate securities  except
that their coupon  payments vary inversely with an underlying  index by use of a
formula.  Inverse  floating  rate  securities  tend  to  exhibit  greater  price
volatility  than other  floating  rate  securities.  Because  the changes in the
coupon are usually negatively correlated with changes in overall interest rates,
interest rate risk and price volatility on inverse floating rate obligations can
be high, however,  especially if leverage is used in the formula.  THE FUND WILL
NOT INVEST MORE THAN 5% OF ITS TOTAL ASSETS IN INVERSE FLOATING RATE SECURITIES.

Index  securities  pay a fixed rate of interest,  but have a maturity value that
varies  by  formula,  so that  when the  obligation  matures,  a gain or loss is
realized.  The  risk of  index  obligations  depends  on the  volatility  of the
underlying index, the coupon payment and the maturity of the obligation.

                            INVESTMENT RESTRICTIONS

For the benefit of shareholders, the Fund has adopted the following restrictions
which are  fundamental  policies and cannot be changed without the approval of a
majority of the Fund's outstanding voting securities1. The Fund may not:

1.   Make short sales of securities or maintain a short position.

2.   Borrow money or pledge,  mortgage or  hypothecate  any of its assets except
     the Fund may borrow on a secured or unsecured basis as a temporary  measure
     for extraordinary or emergency purposes.  Such temporary borrowings may not
     exceed 5% of the value of the Fund's  total  assets when the  borrowing  is
     made.

3.   Buy or sell commodities or commodity  contracts,  futures contracts or real
     estate or  interests  in real  estate,  although it may  purchase  and sell
     securities  which are secured by real estate and  securities  of  companies
     which invest or deal in real estate.

4.   Act as  underwriter of securities  issued by other  persons,  except to the
     extent that, in connection with the disposition of portfolio securities, it
     may  technically  be  deemed to be an  underwriter  under  certain  federal
     securities laws.

5.   Participate on a joint or joint and several basis in any trading account in
     securities.

6.   Invest in securities of other investment  companies if the Fund, after such
     purchase or  acquisition  owns, in the  aggregate,  (i) more than 3% of the
     total  outstanding  voting stock of the acquired  company;  (ii) securities
     issued by the acquired company having an aggregate value in excess of 5% of
     the value of the total assets of the Fund,  or (iii)  securities  issued by
     the  acquired  company  and all  other  investment  companies  (other  than
     treasury  stock of the Fund) having an aggregate  value in excess of 10% of
     the value of the total assets of the Fund.

- ---------------------
1    As used in  this  Statement of  Additional  Information as  to  any  matter
requiring  shareholder  approval,   the  phrase  "majority  of  the  outstanding
securities" means the vote at a meeting of (i) 67% or more of the shares present
or  represented,  if the  holders  of more  than 50% of the  outstanding  voting
securities are present in person or represented by proxy,  or (ii) more than 50%
of the outstanding voting securities, whichever is less.
- --------------------------------------------------------------------------------

                                       4
================================================================================
<PAGE>
================================================================================

                                     [LOGO]

7.   Invest  in  interests  in  oil,  gas,  or  other  mineral   exploration  or
     development  programs,  although it may invest in the marketable securities
     of companies which invest in or sponsor such programs.

8.   Make  loans,  except  through  (i)  the  purchase  of  bonds,   debentures,
     commercial paper, corporate notes, and similar evidences of indebtedness of
     a type  commonly  sold  to  financial  institutions,  and  (ii)  repurchase
     agreements.  The purchase of a portion of an issue of securities  described
     under (i) above distributed  publicly,  whether or not the purchase is made
     on the original issuance, is not considered the making of a loan.

9.   Issue any senior  security  (as  defined in the  Investment  Company Act of
     1940,  as  amended).  Borrowings  permitted  by Item 2 above are not senior
     securities.

10.  Invest  25% or more of the  value of its  total  assets  in the  securities
     (other than  Government  Securities or the  securities  of other  regulated
     investment  companies)  of any one issuer,  or of two or more issuers which
     the Fund  controls  and  which are  determined  to be  engaged  in the same
     industry or similar trades or businesses or related trades or businesses.

11.  Invest 25% or more of the value of its total assets in any one industry.

   
The Fund is  required  to comply  with all of the above  fundamental  investment
restrictions  only at the time the relevant  action is taken.  The Fund need not
liquidate an existing position solely because a change in the market value of an
investment  or a change in the value of the Fund's net or total assets causes it
not to comply with the restriction at a future date,  except with respect to the
Fund's borrowing  restriction  (Item 2) which requires that if the Fund's assets
become, at any time, less than three times the amount of the Fund's  outstanding
bank debt,  the Fund will reduce its bank debt,  within three  business days, to
meet the required 300% asset coverage.
    

In addition  to the above  policies,  the Fund also has  adopted  the  following
operating  policies,  which are not fundamental  policies of the Fund and may be
changed without shareholder approval.

             NOTWITHSTANDING THE ABOVE STATED FUNDAMENTAL POLICIES:

     (1)  the Fund will not  invest in oil,  gas or other  mineral  exploration,
          development  programs OR LEASES;                              (TX)

     (2)  the Fund will not acquire,  retain or invest in the  securities of any
          open-end investment company;                                  (CA)

     (3)  the Fund will not  engage in short  sales or  margin  purchases  or in
          writing puts and calls on securities, stock index futures, options and
          stock  index  futures  and  financial  futures  contracts  or  options
          thereon;                                                      (CA)

     (4)  the Fund will not purchase or otherwise  acquire any security if, as a
          result, more than 15% of its net assets (taken at current value) would
          be invested in  securities  that are illiquid by virtue of the absence
          of  a  readily  available  market,   including  repurchase  agreements
          maturing in more than seven days;                             (OH)

     THE FUND MAY NOT:

     (5)  with respect to 50% of the value of its total  assets,  invest in more
          than 10% of the outstanding voting securities of any issuer;

     (6)  invest more than 33% of the value of its total assets in securities of
          issuers outside the jurisdiction of the United States and Canada;

     (7)  invest more than 10% of the value of its total assets in securities of
          issuers in developing countries;
        

- --------------------------------------------------------------------------------
                                       5
================================================================================
<PAGE>
================================================================================

                                     [LOGO]

                             MANAGEMENT OF THE FUND
<TABLE>
<CAPTION>

                                 Position(s)
                                 Held with       Principal Occupation During Past 5 Years
Name and Address                 Registrant      
- --------------------------------------------------------------------------------
<S>                              <C>             <C>                      
PHYLLIS W. BECK2                 Director        An Associate Judge (1981 to Present) of the Superior Court of Pennsylvania; 
 The Superior Court of PA                        Director of the Fund since November, 1992.
GSB Bldg.--Suite 800
City Line & Belmont Avenues
Bala Cynwyd, PA 19004-1611

   
TIBOR FABIAN                     Director        A Consultant (1984 to Present) on financial and organizational matters; Director
Box 7097                                         (1984 to Present) of Rex Stores, Inc., a chain of discount
Princeton, NJ 08543-7097                         electronic  stores,  formerly  Audio/Video  Affiliates,  Inc.; Director  (1984  to 
                                                 4/94) of Equity Strategies Fund, Inc., an investment  company which dissolved 4/94;
                                                 Director  (1985 to  Present)  of Consco  Enterprises,  Inc.,  a  computer  software
                                                 company;  Member,  Board of Trustees  (1979 to Present) of the  Hospital  for Joint
                                                 Diseases Orthopedic Institute, NY; Director of the Fund since its inception.
    

GERALD HELLERMAN                 Director        Chief Financial Analyst (1976 to 7/93) of the Antitrust Division of U.S. Department
10965 Eight Bells Lane                           of Justice;  Managing  Director (8/93  to  Present)  of  Hellerman  Associates,  a 
Columbia, MD 21044                               financial  and  corporate consulting  firm; Director of the  Fund  since September,
                                                 1993.

   
MARVIN MOSER, M.D.               Director        Trustee (1992 to Present) of the Trudeau Institute, a medical research institute;
13 Murray Hill Road                              Clinical Professor of  Medicine (1984 to Present)  at Yale University  School  of 
Scarsdale, NY  10583                             Medicine;  Senior Medical  Consultant (1972 to Present) for the National High Blood
                                                 Pressure  Education  Program  of the  National  Heart,  Lung and  Blood  Institute;
                                                 continued  Emeritus  Chief of  Cardiology,  Attending  Physician  in  Medicine  and
                                                 Cardiology (1954 to 1995) of the White Plains, NY Hospital Medical Center; Chairman
                                                 (1977)  and a member of the  Committee  in 1980,  1984,  1988 and 1992 of the Joint
                                                 National  Committee on Detection,  Evaluation  and Treatment of High Blood Pressure
                                                 for the  National  Heart,  Lung and Blood  Institute;  Director  of the Fund  since
                                                 November, 1994.
</TABLE>
    

- ----------------
2 Ms. Beck is an "interested  director" (as defined in Section 2 (a) (19) of the
Investment  Company Act of 1940, as amended (the "1940 Act")) by virtue of being
an immediate family member (sister) of an affiliated person (Mr. Whitman) of the
Fund and the Adviser.

- --------------------------------------------------------------------------------
                                        6
================================================================================
<PAGE>
================================================================================

                                     [LOGO]

<TABLE>
<CAPTION>

                                 Position(s)
                                 Held with       Principal Occupation During Past 5 Years
Name and Address                 Registrant      
- --------------------------------------------------------------------------------
<S>                              <C>             <C>                      

DONALD RAPPAPORT                 Director        President &  Chief  Operating  Officer (3/90  to  12/90) of  the  Fund  and  Equity
3121  South  Street,  NW                         Strategies Fund, Inc. (1984 to 12/90); Director (1987 to 4/94) of Equity Strategies
Washington,  DC 20007                            Fund,  Inc.;  President  (1989 to 12/90) of Whitman  Advisors,  Ltd., an investment
                                                 adviser; Registered Securities Representative (1989 to 1991) of M.J. Whitman & Co.,
                                                 Inc., a former broker-dealer; A private investor (1987 to Present); Director of the
                                                 Fund since its inception.

   
MYRON M. SHEINFELD               Director        Attorney and Shareholder (1986 to  Present) of  Sheinfeld, Maley &  Kay P.C., a law
1001 Fannin St., Suite 3700                      firm; Adjunct Professor (1975 to 1991) the University of Texas Law School; Director
Houston, TX  77002                               (1984 to 1992) of Equity  Strategies  Fund,  Inc.;  Director  (1988 to  Present) of
                                                 Nabors Industries,  Inc., an international  drilling contractor;  Former Consultant
                                                 (11/90 to 4/95)  Meyer  Hendricks  Victor  Osborn &  Maledon,  a law f in  Phoenix,
                                                 Arizona; Director of the Fund since its inception. Position(s)
    

MARTIN SHUBIK                    Director        Seymour  H.  Knox  Professor  (1975  to  Present) of Mathematical and Institutional
Yale University                                  Economics,  Yale  University;  Director (1984 to 4/94) of Equity  Strategies  Fund,
Dept. of Economics                               Inc.; Director of the Fund since its inception.
Box 2125, Yale Station
New Haven, CT  06520

JACK WEPRIN                      Director        Attorney,  Partner  (1966 to Present) of  Goldberg,  Weprin and Ustin,  a law firm;
1501 Broadway                                    Director (1990 to Present) of Builders Transport,  Inc.; Director (1984 to 4/94) of
New York, NY  10036                              Equity  Strategies  Fund, Inc.; A private investor in real estate in New York City;
                                                 Director of the Fund since its inception.
</TABLE>

- --------------------------------------------------------------------------------

                                        7
================================================================================
<PAGE>
================================================================================

                                                               [LOGO]

<TABLE>
<CAPTION>

                                 Position(s)
                                 Held with        Principal Occupation During Past 5 Years
Name and Address                 Registrant      
- --------------------------------------------------------------------------------
<S>                              <C>              <C>                      
   
MARTIN J. WHITMAN4               Chairman,        Chairman,  Chief Executive Officer (CEO) (1/1/95 to Present) and President (1/1/95
767 Third Avenue                 Chief Executive  to 6/29/95) of M.J.  Whitman Holding  Corp.,(MJWHC),  a holding  company  managing
New York, NY  10017-2023         Officer and      investment subsidiaries,  and of M.J. Whitman, Inc., a subsidiary of MJWHC and the
                                 President        successor  broker-dealer  of  M.J.  Whitman,  L.P.  (MJWLP),  a  Delaware  limited
                                                  partnership which has been dissolved;  Chairman, CEO (1/1/95 to Present) President
                                                  (1/1/95 to  6/29/95)  and Chief  Investment  Officer  (10/92 to  Present)  of M.J.
                                                  Whitman Advisers, Inc., a subsidiary of MJWHC and an investment adviser to private
                                                  and institutional clients;  Distinguished  Management Fellow (1972 to Present) and
                                                  Member of the Advisory  Board (10/94 to Present) of the Yale School of  Management
                                                  at Yale University;  Director  (3/26/93 to Present) of Danielson Trust Company,  a
                                                  trust company  serving as the Fund's  custodian  Director  (3/12/93 to Present) of
                                                  Herman's Holdings,  Inc., a holding company, and of Herman's Sporting Goods, Inc.,
                                                  a retail sporting goods chain; President (1/91 to Present), Chairman and CEO (3/90
                                                  to Present) of the Fund;  Chairman and Managing  Director (8/91 to 1/31/96) of WHR
                                                  Management  Corporation,  an  investment  adviser;  Director  (3/91 to Present) of
                                                  Nabors  Industries,  Inc.,  an  international  drilling  contractor;  Director and
                                                  Chairman (8/90 to Present), President (8/90 to 12/90) and Chief Investment Officer
                                                  (12/90 to Present) of Danielson  Holding  Corporation  (DHC),  a holding  company;
                                                  Director  (9/87 to Present) of KCP Holding  Company  (KCP),  an insurance  holding
                                                  company and  subsidiary  of DHC,  and of National  American  Insurance  Company of
                                                  California,  an insurance  company and subsidiary of DHC and KCP; Minority General
                                                  Partner (5/87 to Present) of Carl Marks Management  Company L.P.,  general partner
                                                  of two private  investment  partnerships;  Managing  Director (3/87 to Present) of
                                                  Whitman Heffernan Rhein & Co., Inc., a financial  advisory firm;  Chairman and CEO
                                                  (4/86  to  Present)  and  President  (1/91 to  Present)  of EQSF  Advisers,  Inc.,
                                                  investment adviser to the Fund;  President and CEO (10/74 to Present) of Martin J.
                                                  Whitman & Co., Inc.,  (formerly M.J.  Whitman & Co.,  Inc.), a private  investment
                                                  company; Director of the Fund since its inception;  Chartered Financial Analyst.
</TABLE>
    

- ----------
4  Mr. Whitman is an  "interested director"  (as  defined  in Section 2 (a) (19)
of the 1940 Act) by virtue of his position with the Fund and Adviser.

- --------------------------------------------------------------------------------
                                       8
================================================================================
<PAGE>


================================================================================

                                                               [LOGO]

<TABLE>
<CAPTION>

                                 Position(s)
                                 Held with        Principal Occupation During Past 5 Years
Name and Address                 Registrant      
- --------------------------------------------------------------------------------
<S>                              <C>              <C>                      
   
MICHAEL CARNEY                   Treasurer,       Chief  Financial  Officer  (CFO)  Treasurer,  Director  (1/1/95  to  Present)  and
767 Third Avenue                 Chief Financial  Executive Vice President (6/29/95 to Present) of M.J. Whitman Holding Corp. and of
New York, NY  10017-2023         Officer          M.J.  Whitman,  Inc.;  Treasurer,  Director  (1/1/95 to Present),  Executive  Vice
                                                  President  (6/29/95  to  Present)  and CFO  (10/92  to  Present)  of M.J.  Whitman
                                                  Advisers,  Inc.; Treasurer (12/93 to Present) of Longstreet  Investment Corp.; CFO
                                                  (3/26/93 to 6/95) of Danielson  Trust Company;  Limited Partner (1/92 to 12/31/94)
                                                  of M.J.  Whitman,  L.P.;  CFO of WHR  Management  Corporation  (8/91 to  Present),
                                                  Danielson  Holding   Corporation  (8/90  to  Present)  and  Carl  Marks  Strategic
                                                  Investments, L.P., an investment partnership (1/90 to 4/94); CFO (1/90 to 4/94) of
                                                  Carl Marks & Co., Inc. a broker-dealer;  CFO (8/89 to 12/90) of Whitman  Advisors,
                                                  Ltd.; CFO and Treasurer (5/89 to 4/94) of Equity  Strategies  Fund,  Inc.; CFO and
                                                  Treasurer  (5/89 to  Present)  of EQSF  Advisers,  Inc.;  CFO (5/89 to Present) of
                                                  Whitman Heffernan Rhein & Co., Inc., Martin J. Whitman & Co., Inc., (formerly M.J.
                                                  Whitman & Co., Inc.) and WHR Management Company,  L.P., a firm managing investment
                                                  partnerships.

ALLISON  CUTLER                  Assistant        Controller  (10/94  to  Present)  of  Longstreet   Investment  Corp.  and  Emerald
767 Third  Avenue                Treasurer        Investment Partners,  L.P.; Controller (7/93 to Present) of M.J. Whitman Advisers,
New York,  NY  10017-2023                         Inc.; Controller (3/93 to Present) of Herman's Holdings,  Inc.; Controller 1/93 to
                                                  Present) and Assistant Controller (7/92 to 12/92) of Whitman continued Heffernan &
                                                  Rhein Workout Fund II, L.P., Whitman Heffernan & Rhein Workout Fund II-A, L.P. and
                                                  WHR Management Corporation;  Controller (1/93 to Present) and Assistant Controller
                                                  (5/91 to 12/92) of Whitman Heffernan Rhein & Co, Inc.;  Controller (1/93 to 12/95)
                                                  and  Assistant  Controller  (5/91 to  12/92)  of EQSF  Advisers,  Inc.;  Assistant
                                                  Treasurer (5/95 to Present),  Controller (1/93 to 12/95) and Assistant  Controller
                                                  (5/91 to 12/92) of the Fund;  Controller  (1/93 to 4/94) and Assistant  Controller
                                                  (5/91 to 12/92) of Equity  Strategies Fund, Inc.; Senior Accountant (4/89 to 4/91)
                                                  at PaineWebber.
    
       

   
JILL KOPIN                       Secretary and    Secretary  (6/95 to Present) and Assistant  Compliance  Director (8/93 to 6/95) of
767 Third Avenue                 Fund             EQSF  Advisers,  Inc.;  Secretary,  Administrator  (6/95 to Present) and Assistant
New York, NY 10017-2023          Administrator    Administrator  (8/93 to  6/95)  of the  Fund;  Student  (1/93 to 7/93) at  Adelphi
                                                  University's School of Paralegal Studies;  Operations assistant (9/92 to 12/92) at
                                                  M.J. Whitman, L.P.; Floor Manager (3/91 to 7/92) at Brooks Brothers.
</TABLE>


The Fund does not pay any fees to its officers for their  services as such,  but
does pay directors who are not affiliated  with the Investment  Adviser a fee of
$1,500 for each meeting of the Board of Directors that they attend,  in addition
to reimbursing all directors for travel and incidental expenses incurred by them
in connection with their  attendance at Board  meetings.  The Fund also pays the
non-interested Board of Directors an annual stipend of $1,200 in January of each
year for the previous  year's service.  The Fund paid  Directors,  in aggregate,
$34,814 in such fees and expenses for the year ended October 31, 1995. Directors
do not  receive  any  pension or  retirement  benefits.
    
- --------------------------------------------------------------------------------
                                       9
================================================================================
<PAGE>

================================================================================

                                     [LOGO]

   
The following  persons  beneficially  own of record or are known to beneficially
own of record 5 percent or more of the  outstanding  common stock of the Fund as
set forth below as of October 31, 1995.
    

NAME AND ADDRESS                   PERCENTAGE OF FUND           NUMBER OF SHARES


Charles Schwab & Co., Inc.3 
101  Montgomery  Street
San  Francisco,  CA 94104               21.40%                     3,108,491
                                        ------                      ---------

National  Financial  Services Corp.4
200 Liberty Street, 5th Fl. 
New York,  NY 10281                     11.21%                     1,628,688
                                        ------                      ---------

Donaldson  Lufkin &  Jenrette5
Securities Corporation
Mutual Funds Dept. 5th Floor
PO Box 2052,  Jersey  City,  NJ 07303   13.88%                     2,016,634
                                        ------                     ---------



                               INVESTMENT ADVISER

   
The  Investment  Adviser to the Fund is EQSF  Advisers,  Inc.  (the  "Adviser").
Martin J. Whitman is a controlling  person of the Adviser.  His control is based
upon an irrevocable  proxy signed by his children,  who own in the aggregate 75%
of the  outstanding  common  stock of the Adviser,  pursuant to a  shareholders'
agreement  entered  into by and among  them.  Mr.  Whitman  is  Chairman,  Chief
Executive Officer and President of the Adviser.

       The following individuals are affiliated persons of the Fund and Adviser:
    


                       Capacity With Fund             Capacity With Adviser
                       ------------------             ---------------------


Martin J. Whitman      Chairman, Chief Executive      Chairman, Chief Executive
                       Officer and President          Officer and President

Michael Carney         Treasurer, Chief Financial     Treasurer, Chief Financial
                       Officer                        Officer
       

Jill Kopin             Secretary                      Secretary





- ----------

3 Charles Schwab & Co., Inc. is a discount broker-dealer acting as a nominee for
its clients, including registered investment advisers and retail clients.

4 National  Financial  Services Corp. is a  broker-dealer  holding shares of the
Fund as a nominee for its clients,  including, at such time, clients of MJW, the
Fund's affiliated broker-dealer, principal underwriter and distributor.

5 Donaldson Lufkin & Jenrette Securities  Corporation is a broker-dealer holding
shares of the Fund as a nominee for its clients.
- --------------------------------------------------------------------------------
                                       10
================================================================================
<PAGE>
================================================================================

                                     [LOGO]

                         INVESTMENT ADVISORY AGREEMENT

   
The  investment  advisory  services  of the Adviser  are  furnished  to the Fund
pursuant  to  an  Investment  Advisory  Agreement  dated  April  26,  1995  (the
"Agreement")  providing  for an initial  term of two years.  The  Agreement  was
initially  approved on February 8, 1995 by the Board of  Directors  of the Fund,
including  a majority  of the  Directors  who are not  "interested  persons"  as
defined in the 1940 Act, and by  shareholders of the Fund on April 26, 1995. The
Adviser  has  provided  investment  advisory  services  to the  Fund  since  its
inception.

After the initial two-year term the Agreement will continue from year to year if
approved  annually  by the Board of  Directors  of the Fund or a majority of the
outstanding  voting  securities  of the Fund,  and by vote of a majority  of the
Directors  who are not parties to the  Agreement  or  "interested  persons"  (as
defined in the 1940 Act) of such parties, cast in person at a meeting called for
the purpose of voting on such  approval.  The Agreement may be terminated at any
time without penalty,  upon 60 days written notice by either party to the other,
and will automatically be terminated upon any assignment thereof.

Under the Agreement, the Adviser supervises and assists in the management of the
Fund,  provides  investment  research  and  research  evaluation  and  makes and
executes  recommendations  for the purchase and sale of securities.  The Adviser
furnishes at its expense all necessary office equipment and personnel  necessary
for performance of the  obligations of the Adviser and pays the  compensation of
officers  of the Fund.  However,  in the event  that any  person  serving  as an
officer of the Fund has both  executive  duties  attendant  to such  offices and
administrative  duties to the Fund apart from such office,  the Adviser does not
pay any amount relating to the performance of such administrative duties.
    

All other  expenses  incurred in the  operation  of the Fund and the  continuous
offering of its  shares,  including  taxes,  fees and  commissions,  bookkeeping
expenses,  fund  employees,   expenses  of  redemption  of  shares,  charges  of
custodians and transfer  agents,  auditing and legal  expenses,  fees of outside
directors and rent are borne by the Fund.

   
Effective  April 26, 1995,  for the services  provided by the Adviser,  the Fund
pays the  Adviser a monthly  fee of 1/12 of .90% (an annual rate of .90%) on the
average daily net assets in the Fund. The Adviser's fee is paid at the beginning
of the month for the previous  month.  During the fiscal years ended October 31,
1995, 1994 and 1993, the Fund paid an investment  advisory fee to the Adviser of
$1,926,686, $1,080,459 and $558,365, respectively.

Whenever  in any fiscal  year,  the total  cost to the Fund of normal  operating
expenses  chargeable to its income  account,  including the investment  advisory
fee,  and  the  fee  for   administrative   services  but  excluding   brokerage
commissions,  interest,  and taxes  exceeds 2 1/2% of the first  $30,000,000  of
average daily net assets of the Fund,  plus 2% of the next  $70,000,000,  plus 1
1/2% of the balance of the  average  daily net assets of the Fund for the fiscal
year,  the Adviser is obligated  under the Advisory  Agreement to reimburse  the
Fund in an amount equal to that excess.  No expense  reimbursement  was required
for the fiscal years ended October 31, 1995, 1994 and 1993.
    

Expenses of the Fund shall be calculated  and accrued  daily.  If, at the end of
any month,  the accrued  expenses  of the Fund exceed a pro rata  portion of the
above-described expense limitation,  based upon the average net asset value from
the  beginning  of the fiscal  year  through  the end of the month for which the
calculation  is made,  the  amount of such  excess  shall be  withheld  from the
advisory  fee which is paid to the  Adviser at the end of such  month,  and such
amount shall not be paid until the end of a month when such accrued expenses are
less than the pro rata portion of such expense limitation.  If at the end of any
month,  the  accrued  expenses  exceed  the  pro  rata  portion  of the  expense
limitation  by more than the  amount of the  advisory  fee for such  month,  the
Adviser shall promptly pay such excess to the Fund. If, after any portion or all
of the  advisory  fee  payable  at the end of any month has been  withheld  from
payment,  and the accrued  expenses of the Fund at the end of a subsequent month
are less than the pro rata portion of the expense limitation, the Fund shall pay
to the Adviser the amounts  previously  withheld,  up to the pro rata portion of
the expense limitation. Any necessary final adjusting payments, whether from the
Adviser  to the Fund or from the Fund to the  Adviser,  shall be made as soon as
reasonably practicable after the end of the fiscal year.

- --------------------------------------------------------------------------------
                                       11
================================================================================
<PAGE>
================================================================================
                                     [LOGO]

                                  DISTRIBUTOR

   
Effective  February 28, 1995, M.J. Whitman,  Inc. and the Fund amended the terms
of the Distribution Agreement to provide distribution services to the Fund on an
agency basis without a sales charge.  The Distribution  Agreement will remain in
effect  provided that it is approved at least annually by the Board of Directors
or by a majority of the Fund's  outstanding  shares,  and in either  case,  by a
majority of the Directors who are not parties to the  Distribution  Agreement or
interested  persons of any such party.  The  Distribution  Agreement  terminates
automatically if it is assigned and may be terminated  without penalty by either
party on not less than 60 days written notice.
    

                           PORTFOLIO TRADING PRACTICES

   
Under the Investment  Advisory  Agreement between the Fund and the Adviser,  the
Adviser has the  responsibility  of selecting  brokers and dealers.  The Adviser
must  place  portfolio   transactions   with  brokers  and  dealers  who  render
satisfactory service in the execution of orders at the most favorable prices and
at reasonable  commission  rates,  but has discretion to pay a greater amount if
it, in good faith, determines that such commission was reasonable in relation to
the value of the  brokerage  and  research  service  provided  by such broker or
dealer,  either in terms of that  particular  transaction  or in fulfilling  the
overall  responsibilities  of the Adviser to the Fund.  Where  transactions  are
executed  in  the  over-the-counter  market,  or  in  the  "third  market"  (the
over-the-counter market in listed securities), the Fund will normally first seek
to deal with the primary  market  makers.  However,  when the Fund  considers it
advantageous to do so, it will utilize the services of brokers, but will, in all
cases,  attempt to negotiate the best price and execution.  The determination of
what may  constitute  the most  favorable  price and  execution  in a securities
transaction by a broker involves a number of considerations,  including, without
limitation,  the overall direct net economic  result to the Fund (involving both
price paid or received and any commissions or other costs paid),  the efficiency
with which the transaction is effected, the ability to effect the transaction at
all if selling large blocks is involved, the availability of the broker to stand
ready to execute possibly difficult transactions in the future and the financial
strength and stability of the broker. Such considerations are judgmental and are
weighed by management in  determining  the overall  reasonableness  of brokerage
commissions  paid.  In  allocating  any such  portfolio  brokerage on a national
securities exchange,  the Fund may consider the research,  statistical and other
factual  information  and services  provided by brokers from time to time to the
Adviser of the Fund.  Such services and information are available to the Adviser
for the benefit of all clients of the Adviser and its  affiliates  and it is not
practical for the Adviser to assign a particular value to any such service.
    

The Fund intends to use MJW as its primary broker where,  in the judgment of its
management  (whose members are affiliated  with MJW),  such firm will be able to
obtain a price and execution at least as favorable as other  qualified  brokers.
Officers  of the Fund and the  Adviser  are also  affiliates  of MJW.  Martin J.
Whitman  and  Michael  Carney,  who are  executive  officers of the Fund and the
Adviser,  are also executive  officers of MJW and M.J. Whitman Senior Debt Corp.
("Senior  Debt  Corp"),  a broker of private debt  instruments  and wholly owned
subsidiary of M.J. Whitman Holding Corp.

In determining  the  commissions to be paid to MJW, it is the policy of the Fund
that such  commissions  will,  in the  judgment  of the  Adviser  and the Fund's
management,  be (i) at least as  favorable  as those  which  would be charged by
other qualified brokers having comparable execution capability and (ii) at least
as  favorable  as  commissions  contemporaneously  charged by MJW on  comparable
transactions  for  its  most  favored  unaffiliated  customers,  except  for any
customers of MJW considered by a majority of the disinterested  Directors not to
be comparable to the Fund. The Fund does not deem it practicable and in its best
interest to solicit  competitive bids for commission rates on each  transaction.
However,   consideration  is  regularly  given  to  information  concerning  the
prevailing  level of  commissions  charged on comparable  transactions  by other
qualified brokers.

The  directors  from time to time, at least on a quarterly  basis,  will review,
among other things, all the Fund's portfolio  transactions including information
relating to the commissions charged by MJW to the Fund and to its customers, and
information  concerning  the prevailing  level of  commissions  charged by other
qualified  brokers.  In addition,  the procedures  pursuant to which MJW effects
brokerage  transactions for the Fund must be reviewed and approved no less often
than annually by a majority of the disinterested directors.

The Fund  expects  that it will  execute a portion of its  transactions  through
qualified  brokers other than MJW. In selecting such brokers,  the management of
the Fund will consider the quality and  reliability  of the brokerage  services,
- --------------------------------------------------------------------------------
                                       12
================================================================================
<PAGE>
================================================================================

                                     [LOGO]

   
including execution capability and performance,  financial  responsibility,  and
investment information and other research provided by such brokers. Accordingly,
the  commissions  charged  by any such  broker  may be  greater  than the amount
another firm might charge if the management of the Fund determines in good faith
that the amount of such  commissions  is  reasonable in relation to the value of
the brokerage services and research  information  provided by such broker to the
Fund. The management of the Fund believes that the research information received
in this manner  provides the Fund with  benefits by  supplementing  the research
otherwise  available to the Fund.  Over-the-counter  purchases and sales will be
transacted directly with principal market makers,  except in those circumstances
where the Fund can, in the judgment of its management,  otherwise  obtain better
prices and  execution of orders.  During the fiscal year ended October 31, 1995,
the amount of  brokerage  transactions  and  related  commissions  that the Fund
directed to brokers due to research  services provided were $666,491 and $3,528,
respectively.
    

To the  knowledge of the Fund,  no affiliate  of the Fund  receives  give-ups or
reciprocal  business in connection  with security  transactions of the Fund. The
Fund does not effect  security  transactions  through brokers in accordance with
any  formula,  nor will it take  the sale of Fund  shares  into  account  in the
selection  of brokers to execute  security  transactions.  However,  brokers who
execute brokerage  transactions for the Fund, including MJW (which is affiliated
with the Fund's investment  adviser),  may from time to time effect purchases of
Fund shares for their customers.

   
For the  year  ended  October  31,  1995,  the  Fund  incurred  total  brokerage
commissions  of $320,517  of which  approximately  $269,152  was paid to MJW and
$22,689 was paid to Senior Debt Corp.  Martin J. Whitman and Michael  Carney are
executive  officers of the Fund and Senior Debt Corp. For the year ended October
31, 1994, the Fund incurred total  brokerage  commissions of $250,901,  of which
approximately $184,209 was paid to MJW and $32,007 was paid to Senior Debt Corp.
For the  year  ended  October  31,  1993,  the  Fund  incurred  total  brokerage
commissions  of  $145,391,  of which  approximately  $34,330 was paid to MJW and
$107,813 was paid to Senior Debt Corp. These amounts include fees paid by MJW to
its clearing agents.  Commissions paid by the Fund to MJW are paid at an average
discount of at least 20% to the normal fees charged by MJW.

At October 31, 1995,  the Fund held  securities  of the  following of the Fund's
regular  broker-dealers  or their parents:  Legg Mason Inc. (the market value of
which was $4,807,000 as of October 31, 1995);  Piper Jaffray Companies Inc. (the
market value of which was $4,035,125 as of October 31, 1995);  Jefferies  Group,
Inc. (the market value of which was  $2,194,075  as of October 31, 1995);  Alex.
Brown Inc.  (the market value of which was  $5,772,142  as of October 31, 1995);
and Raymond James Financial,  Inc. (the market value of which was $11,287,500 as
of October 31, 1995).
    

                                PURCHASE ORDERS

The Fund reserves the right, in its sole discretion,  to refuse purchase orders.
Without limiting the foregoing,  management of the Fund will consider exercising
such refusal  right when it  determines  that it cannot  effectively  invest the
available funds on hand in accordance with the Fund's investment policies.

                              REDEMPTION OF SHARES

The procedure for redemption of Fund shares under ordinary  circumstances is set
forth in the  Prospectus.  In  unusual  circumstances,  such as in the case of a
suspension of the  determination  of net asset value, the right of redemption is
also suspended and, unless redeeming  shareholders  withdraw their  certificates
from deposit,  they will receive  payment of the net asset value next determined
after termination of the suspension. The right of redemption may be suspended or
payment upon  redemption  deferred for more than seven days: (a) when trading on
the New York Stock  Exchange  (the "NYSE") is  restricted;  (b) when the NYSE is
closed  for other  than  weekends  and  holidays;  (c) when the  Securities  and
Exchange  Commission (the "SEC") has by order permitted such suspension;  or (d)
when an emergency exists making disposal of portfolio securities or valuation of
net assets of the Fund not  reasonably  practicable;  provided  that  applicable
rules and  regulations  of the SEC shall  govern as to  whether  the  conditions
prescribed in (a), (c) or (d) exist.

REDEMPTION  IN KIND The Fund has  elected to be governed by Rule 18f-1 under the
Investment  Company Act of 1940  pursuant to which the Fund is obligated  during
any 90 day period to redeem shares for any one  shareholder  of record solely in
cash up to the lesser of  $250,000  or 1% of the net asset  value of the Fund at
the beginning of such period.  Should a redemption  exceed such limitation,  the
Fund  may  deliver,  in lieu of cash,  readily  marketable  securities  from its
portfolio.  The securities  delivered will be selected at the sole discretion of
the Fund, will not necessarily be representative of the entire portfolio and may
be securities  which the Fund would  otherwise  sell. The redeeming  shareholder
will usually incur brokerage costs in converting the securities to cash.
- --------------------------------------------------------------------------------
                                       13
================================================================================
<PAGE>
================================================================================

                                     [LOGO]

The method of valuing  securities  used to make the  redemptions in kind will be
the same as the method of valuing  portfolio  securities and such valuation will
be made as of the same time the redemption price is determined. See "Calculation
of Net Asset Value."

                 DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS AND TAXES

GENERAL The Fund has qualified and intends to continue to qualify as a regulated
investment  company  under  Subchapter M of the Internal  Revenue Code. If it so
qualifies,  the Fund  will  not be  subject  to  Federal  income  tax on its net
investment  income and net short-term  capital gain, if any, realized during any
fiscal  year to the  extent  that it  distributes  such  income  and gain to its
shareholders.

The Fund will either  distribute or retain for  reinvestment  all or part of any
net long-term  capital gain. If any such net capital gain is retained,  the Fund
will be subject to a tax of 35% of such amount.  In that event, the Fund expects
to designate the retained amount as  undistributed  capital gains in a notice to
its shareholders, each of whom (1) will be required to include in income for tax
purposes,  as long-term capital gains, its share of such  undistributed  amount,
(2) will be  entitled to credit its  proportionate  share of the tax paid by the
Fund against its Federal income tax liability and to claim refunds to the extent
the credit exceeds such liability, and (3) will increase its basis in its shares
of the Fund by an amount equal to 65% of the amount of the undistributed capital
gains included in such shareholder's gross income.

A  distribution  will be  treated  as paid  during  any  calendar  year if it is
declared by the Fund in October,  November or December of that year,  payable to
shareholders  of record on a date  during such month and paid by the Fund during
January of the following year. Any such distributions paid during January of the
following  year will be deemed to be  received  on  December  31 of the year the
distributions are declared, rather than when the distributions are received.

Under the Code,  amounts not  distributed on a timely basis in accordance with a
calendar year distribution  requirement are subject to a 4% excise tax. To avoid
the tax, the Fund must distribute  during each calendar year, an amount equal to
at least the sum of (1) 98% of its ordinary  income (not taking into account any
capital gains or losses) for the calendar  year, (2) 98% of its capital gains in
excess of its capital losses for the twelve-month period ending on October 31 of
the  calendar  year,  (unless an  election  is made by a fund with a November or
December year end to use the Fund's fiscal year) and (3) all ordinary income and
net capital gains for previous years that were not previously distributed.

Gains or losses  on the  sales of  securities  by the Fund  will be  treated  as
long-term  capital gains or losses if the securities  have been held by the Fund
for more than twelve months.  Gains or losses on the sale of securities held for
twelve months or less will be short-term capital gains or losses.

DISTRIBUTIONS Distributions of investment company taxable income (which includes
taxable  interest income and the excess of net short-term  capital gain over net
long-term  capital loss) are taxable to a U.S.  shareholder as ordinary  income,
whether paid in cash or in additional  Fund shares.  Dividends  paid by the Fund
will qualify for the 70% deduction for dividends received by corporations to the
extent the Fund's  income  consists of qualified  dividends  received  from U.S.
corporations. Distributions of net capital gain (which consists of the excess of
net  long-term  capital  gain over net  short-term  capital  loss),  if any, are
taxable as long-term capital gain, whether paid in cash or in shares, regardless
of how long the shareholder has held the Fund's shares, and are not eligible for
the dividends received deduction.  Shareholders  receiving  distributions in the
form of newly  issued  shares will have a basis in such shares of the Fund equal
to the fair market  value of such shares on the  distribution  date.  If the net
asset  value of shares is reduced  below a  shareholder's  cost as a result of a
distribution  by the Fund,  such  distribution  may be  taxable  even  though it
represents a return of invested  capital.  The price of shares  purchased at any
time may  reflect the amount of a  forthcoming  distribution.  Those  purchasing
shares just prior to  distribution  will  receive a  distribution  which will be
taxable to them,  even though the  distribution  represents  in part a return of
their invested capital.

REDEMPTION OF SHARES Upon a redemption of shares,  a shareholder  will realize a
taxable gain or loss equal to the difference between the redemption proceeds and
the basis in the shares redeemed. Shareholders should consult their tax advisors
regarding the  determination of the basis in any shares  redeemed.  Such gain or
loss will  generally be treated as long-term  capital gain or loss if the shares
- --------------------------------------------------------------------------------
                                      14
================================================================================
<PAGE>
================================================================================

                                     [LOGO]

have  been  held for more than one  year.  Any loss  realized  on a sale will be
disallowed  to the extent the shares  disposed of are  replaced  within a 61-day
period beginning 30 days before and ending 30 days after the date the shares are
disposed of. In such case, the basis of the shares  acquired will be adjusted to
reflect the disallowed loss.

Any  loss  realized  by a  shareholder  on the sale of Fund  shares  held by the
shareholder  for six  months  or less  will be  treated  for tax  purposes  as a
long-term  capital loss to the extent of any  distributions  of net capital gain
received by the shareholder with respect to such shares.

BACKUP  WITHHOLDING The Fund may be required to withhold Federal income tax at a
rate of 31% on all taxable  distributions  payable to  shareholders  who fail to
provide the Fund with their correct  taxpayer  identification  number or to make
required  certifications,  or who have been  notified  by the  Internal  Revenue
Service that they are subject to backup  withholding.  Backup withholding is not
an  additional   tax;  any  amounts   withheld  may  be  credited   against  the
shareholder's Federal income tax liability.


                            PERFORMANCE INFORMATION


Performance  information  for the  Fund  may  appear  in  advertisements,  sales
literature, or reports to shareholders or prospective shareholders.  Performance
information in advertisements  and sales literature may be expressed as "average
annual total return" and "total  return."

   
The Fund's average annual total return  quotation is computed in accordance with
a standardized  method  prescribed by rules of the SEC. The average annual total
return  for a specific  period is found by first  taking a  hypothetical  $1,000
investment  ("initial  investment") in the Fund's shares on the first day of the
period and computing the redeemable  value of that  investment at the end of the
period. The redeemable value is then divided by the initial investment, and this
quotient  is taken to the Nth root (N  representing  the  number of years in the
period)  and  is  subtracted  by  the  result,  which  is  then  expressed  as a
percentage.  The calculation assumes that all income and capital gains dividends
paid by the Fund have been  reinvested  at net asset  value on the  reinvestment
dates during the period.
    

Calculation of the Fund's total return is not subject to a standardized formula.
Total  return  performance  for a  specific  period is  calculated  by taking an
initial  investment in the Fund's shares on the first day of the period,  either
adjusting or not adjusting to deduct the maximum sales charge, and computing the
redeemable  value of that investment at the end of the period.  The total return
percentage is then  determined by subtracting  the initial  investment  from the
redeemable  value and  dividing  the  remainder  by the initial  investment  and
expressing the result as a percentage.  The calculation  assumes that all income
and capital gains  dividends by the Fund have been reinvested at net asset value
on the reinvestment  dates during the period.  Total return may also be shown as
the increased dollar value of the hypothetical investment over the period. Total
return  calculations that do not include the effect of the sales charge would be
reduced if such charge was included.

   
The Fund's total return from  inception  (October,  1990),  through  fiscal year
ended  October 31, 1995,  was 173.69%.  The Fund's  average  annual  return from
inception through fiscal year ended October 31, 1995, was 22.31%.
    


                              FINANCIAL STATEMENTS

   
The Fund's 1995 financial  statements and notes thereto  appearing in its Annual
Report to Shareholders and report thereon of Price  Waterhouse LLP,  independent
accountants,  appearing therein, are incorporated by reference in this Statement
of Additional Information. The Fund will issue unaudited semi-annual and audited
annual financial statements.
    
- --------------------------------------------------------------------------------
                                       15
================================================================================
<PAGE>

PART C  - OTHER INFORMATION

Item 24.       FINANCIAL STATEMENTS AND EXHIBITS

        (a)    FINANCIAL STATEMENTS

               Included in Part A:
   
                    Financial  Highlights  for  each of the five
                    years in the period ended October 31, 1995.

               Included in Part B of the  Registration  Statement:  Portfolio of
                    Investments  at October 31, 1995,  Statement of Assets and
                    Liabilities at October 31, 1995,  Statements of Operations
                    for the year ended October 31, 1995,  Statement of Changes
                    in Net  Assets  for  the  year  ended  October  31,  1995,
                    Statement  of Changes  in Net  Assets for the years  ended
                    October  31,  1995  and   October  31,   1994,   Financial
                    Highlights  for ht years ended  October 31, 1995,  October
                    31,  1994 and  October  31,  1993,  October  31,  1992 and
                    October 31, 1991 and Notes to Financial  Statement for the
                    year  ended  October  31,  1995.  Reports  of  Independent
                    Accountants. Incorporated by reference to the Statement of
                    Additional Information.
    

        (b)    EXHIBITS:


EXHIBIT NUMBER

        (1)    (a)  COPY OF CERTIFICATE OF INCORPORATION.
                    Incorporated  by  reference  to  the  Fund's
                    initial Registration Statement.
               (b)  COPY OF AMENDMENTS TO CERTIFICATE OF INCORPORATION.
                    Incorporated by reference to Post-Effective Amendment No. 7

        (2)    (a)  COPY OF BY-LAWS OF THE FUND.
                    Incorporated  by  reference  to  the  Fund's
                    initial Registration Statement.

               (b)  COPY OF AMENDMENTS TO THE BY-LAWS OF THE FUND.
                    Incorporated by reference to Post-Effective Amendment No. 4.

        (3)    Not Applicable.

        (4)    SPECIMEN  CERTIFICATE  OF  COMMON  STOCK OF THE FUND  (PAR  VALUE
               $.001 PER SHARE).
               Incorporated by reference to Post-Effective Amendment No. 7

        (5)    COPY OF  INVESTMENT  ADVISORY  CONTRACT  BETWEEN THE FUND AND
               EQSF ADVISERS, INC.
               Incorporated by reference to Post-Effective Amendment No. 8.

        (6)    COPY OF DISTRIBUTION AGREEMENT.
               Incorporated by reference to Post-Effective Amendment No. 8.

        (7)    Not Applicable.

        (8)    COPY OF CUSTODY  AGREEMENT  BETWEEN THE FUND AND DANIELSON  TRUST
               COMPANY.
               Incorporated by reference to Post-Effective Amendment No. 6.


<PAGE>

        (9)    (a)  COPY OF SHAREHOLDERS'  SERVICES  AGREEMENT  BETWEEN
                    THE FUND AND FUND/PLAN SERVICES, INC.
                    Incorporated by reference to Pre-Effective Amendment No. 7.

               (b)  COPY OF ACCOUNTING  SERVICES  AGREEMENT BETWEEN THE
                    FUND AND FUND/PLAN SERVICES, INC.
                    Incorporated by reference to Pre-Effective Amendment No. 7.

        (10)   COPY  OF  OPINION  AND  CONSENT  OF  COUNSEL.   Incorporated   by
               reference to Pre-Effective Amendment No. 4 dated August 22, 1990.

   
        (11)   CONSENT OF INDEPENDENT ACCOUNTANTS.
               Enclosed with this Post-Effective Amendment No. 10.
    

        (12)   Not Applicable.

        (13)   SUBSCRIPTION  AGREEMENT  BETWEEN  THE FUND AND MARTIN J.  WHITMAN
               DATED MARCH 1, 1990.
               Incorporated by reference  to  the  Fund's  initial  Registration
               Statement.

        (14)   INDIVIDUAL RETIREMENT ACCOUNT DISCLOSURE STATEMENT AND CUSTODIAL
               ACCOUNT AGREEMENT.
               Incorporated by reference to Post-Effective Amendment No. 8

        (15)   Not Applicable.

        (16)   PERFORMANCE CALCULATIONS.
               Incorporated by reference to Post-Effective Amendment No. 7

Item 25.       Persons Controlled By or Under Common Control with Registrant.
               Not Applicable.

Item 26.       NUMBER OF HOLDERS OF SECURITIES.
                                            Number of Record Holders
               Title of Class               As of February 1, 1996

               Common Stock                        13,103
               (Par Value $.001)


Item 27.       INDEMNIFICATION.
               Incorporated by reference to Post-Effective Amendment No. 7.

Item 28.       BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
               Incorporated by reference to Post-Effective Amendment No. 7.

Item 29.       PRINCIPAL UNDERWRITERS.
               (a)    Not Applicable.

               (b)    Not Applicable.

               (C)    Not Applicable.




<PAGE>

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 Fund's  Investment  Adviser,  EQSF  Advisers,  Inc. 767 Third
Avenue,  NY NY  10017-2023,  except for those  records  maintained by the Fund's
Custodian,  Danielson Trust Company, 525 B Street, San Diego, CA 92101-4492, and
the Fund's Shareholder Service and Fund Accounting and Pricing Agent,  Fund/Plan
Services, Inc., 2 Elm Street, Conshohocken, PA 19428-0874.

Item 31.       MANAGEMENT SERVICES.

               None.

Item 32.       UNDERTAKINGS.

               None.


<PAGE>


                                   SIGNATURES


Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act  of  1940,  the  Registrant  certifies  that  it  meets  all of the
requirements  for  effectiveness  of  this   Post-Effective   Amendment  to  the
Registration  Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this  Amendment  No. 9 to its  Registration  Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized on this 28th
day of February, 1996.


                                        THIRD AVENUE VALUE FUND, INC.


                                        BY /s/ MARTIN J. WHITMAN
                                          ----------------------
                                          Martin  J.   Whitman,   President  and
                                          Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE  PRESENTS,  that  each of the  undersigned  hereby
appoints Martin J. Whitman his true and lawful  attorney-in-fact  and agent with
full power of substitution and  resubstitution,  for the undersigned,  place and
stead,  of  the  undersigned,   to  sign  any  and  all  amendments   (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto and other documents in connection therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby ratifying and confirming all  that  said  attorneys-in-fact  and
agents or any of them or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

        This Power of Attorney may be executed in multiple counterparts, each of
which shall be deemed an  original,  but which  together  shall  constitute  one
instrument.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration Statement has been signed below on this 28th day of February, 1996,
by the following:

                               SIGNATURE AND TITLE

/s/ MARTIN J. WHITMAN                               /s/ DONALD RAPPAPORT
- ---------------------                               ---------------------
Marin J. Whitman, Chairman of the Board             Donald Rappaport, Director


/s/ PHYLLIS W. BECK                                 /s/ MARTIN SHUBIK
- -------------------                                 -------------------
Phyllis W. Beck, Director                           Martin Shubik, Director


/s/ TIBOR FABIAN                                    /s/ MYRON M. SHEINFELD
- ----------------                                    ----------------------
Tibor Fabian, Director                              Myron M. Sheinfeld, Director


/s/ GERALD HELLERMAN                                /s/ JACK WEPRIN
- --------------------                                ---------------
Gerald Hellerman, Director                          Jack Weprin, Director


/S/ MARVIN MOSER
- ----------------
Marvin Moser, Director



<PAGE>

                        SCHEDULE OF EXHIBITS TO FORM N-1A

Exhibit
NUMBER         EXHIBIT                                                PAGE
                                                                     NUMBER

1 (a)                 Not Applicable
1 (b)                 Not Applicable
2.                    Not Applicable
3.                    Not Applicable
4.                    Not Applicable
5.                    Not Applicable
6.                    Not Applicable
7.                    Not Applicable
8.                    Not Applicable
9.                    Not Applicable
10.                   Not Applicable
11.                   Consent of Independent Accountants
12.                   Not Applicable
13.                   Not Applicable
14.                   Not Applicable
15.                   Not Applicable
16.                   Not Applicable



CONSENT OF INDEPENDENT ACCOUNTANTS



WE HEREBY  CONSENT TO THE  INCORPORATION  BY  REFERENCE  IN THE  PROSPECTUS  AND
STATEMENT OF ADDITIONAL  INFORMATION  CONSTITUTING PARTS OF THIS  POST-EFFECTIVE
AMENDMENT NO. 10 TO THE REGISTRATION  STATEMENT ON FORM N-1A (THE  "REGISTRATION
STATEMENT")  OF OUR REPORT DATED  DECEMBER 13, 1995,  RELATING TO THE  FINANCIAL
STATEMENTS  AND  FINANCIAL  HIGHLIGHTS  APPEARING IN THE OCTOBER 31, 1995 ANNUAL
REPORT  TO  SHAREHOLDERS  OF THIRD  AVENUE  VALUE  FUND,  INC.,  WHICH  ARE ALSO
INCORPORATED BY REFERENCE INTO THE  REGISTRATION  STATEMENT.  WE ALSO CONSENT TO
THE REFERENCE TO US UNDER THE HEADING "FINANCIAL  HIGHLIGHTS" IN SUCH PROSPECTUS
AND "FINANCIAL STATEMENT" IN SUCH STATEMENT OF ADDITIONAL INFORMATION.


/s/ Price Waterhouse LLP
- ------------------------

PRICE WATERHOUSE LLP
1177 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
FEBRUARY 15, 1996


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission