Third Avenue Funds

Prospectus

March 1, 2024

	Institutional Class	Investor Class	Z Class
Third Avenue Value Fund	TAVFX	TVFVX	TAVZX
Third Avenue Small-Cap Value Fund	TASCX	TVSVX	TASZX
Third Avenue Real Estate Value Fund	TAREX	TVRVX	TARZX
Third Avenue International Real Estate Value Fund	REIFX	REIYX	REIZX

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

FUND SUMMARIES		1
Third Avenue Value Fund		1
Third Avenue Small-Cap Value Fund		6
Third Avenue Real Estate Value Fund		11
Third Avenue International Real Estate Value Fund		17

ABOUT THE FUNDS		24
Investment Philosophy of Third Avenue Funds		24
Who May Want to Invest		24
Investment Strategies		24
Investment Risks		28
Management of the Funds		35

SHAREHOLDER GUIDE		36
How to Choose a Share Class		36
How to Purchase Shares		38
How to Redeem Shares		41
How to Exchange Shares		45
General Information About Taxes		45
Shareholder Services		47
Financial Highlights		49

FUND SUMMARIES

THIRD AVENUE VALUE FUND

Investment Objective

Third Avenue Value Fund seeks long-term capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you pay if you buy and hold shares of Third Avenue Value Fund. Investors transacting in Fund shares through a financial intermediary acting as a broker in an agency capacity may be required to pay a commission directly to the broker.

Shareholder Fees (fees paid directly from your investment):	Institutional Class	Investor Class	Z Class
Maximum Sales Charge (Load) Imposed on Purchases	None	None	None
Maximum Deferred Sales Charge (Load)	None	None	None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Other Distributions	None	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):	Institutional Class	Investor Class	Z Class
Management (Advisory) Fee	0.90%	0.90%	0.90%
Distribution (12b-1) Fees	None	0.25%	None
Other Expenses
Interest Expense	0.05%	0.05%	0.05%
Other Expenses	0.25%¹	0.27%	0.18%
Total Other Expenses	0.30%	0.32%	0.23%
Total Annual Fund Operating Expenses (as a percentage of net assets)	1.20%	1.47%	1.13%
Fee Deferred/Expenses Reimbursed¹	0.00%	(0.02)%	(0.03)%
Net Annual Fund Operating Expenses¹	1.20%	1.45%	1.10%

The Fund’s investment adviser, Third Avenue Management LLC (the “Adviser”) has contractually agreed, for a period of one year from the date of this Prospectus, to defer receipt of advisory fees and/or reimburse Fund expenses in order to limit Net Annual Fund Operating Expenses exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) to 1.15%, 1.40% and 1.05% of the average daily net assets of the Institutional Class, Investor Class and Z Class, respectively, subject to later reimbursement by the respective classes in certain circumstances (the “Expense Limitation Agreement”). In general, for a period of up to 36 months from the time of any deferral, reimbursement, or payment pursuant to the above-described contractual expense limitations, the Adviser may recover from each class of the Fund fees deferred and expenses paid to the extent that such repayment would not cause the Net Annual Fund Operating Expenses of each class to exceed the contractual expense limitation amounts set forth above, but any repayment will not include interest. The Adviser’s recovery is limited to the lesser of the expense limitation at the time of the waiver and the time of recapture. During the October 31, 2023 fiscal year, the Adviser recouped from the Fund’s Institutional Class previous fee reductions in an amount equal to 0.01%.

Example

The following example is intended to help you compare the cost of investing in Third Avenue Value Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	Year 1	Year 3	Year 5	Year 10
Institutional Class	$122	$381	$660	$1,455
Investor Class	$148	$463	$801	$1,756
Z Class	$112	$356	$619	$1,372

The Example reflects the impact of the Expense Limitation Agreement in year one only. The Example should not be considered a representation of past or future expenses, as actual expenses may be greater or lower than those shown.

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 16% of the average value of its portfolio.

Principal Investment Strategies

Principal Investment Risks

Market Risk. Prices of securities (and stocks in particular) have historically fluctuated. The value of the Fund will similarly fluctuate and you could lose money. Markets may additionally be impacted by negative external and/or direct and indirect economic factors such as pandemics, natural disasters, global trade policies and political unrest or uncertainties. The adverse impact of any one or more of these events on market value of fund investments could be significant and cause losses.

Style Risk. Value securities involve the risk that they may never reach their expected full market value, either because the market fails to recognize the securities’ intrinsic value or the expected value was misgauged. The Adviser may identify opportunities in industries that appear to be temporarily depressed. The prices of securities in these industries may tend to go down more than those of companies in other industries. Since the Fund is not limited to investing in stocks, the Fund may own significant non-equity instruments in a rising stock market, thereby producing smaller gains than a fund invested solely in stocks. Because of the Fund’s disciplined and deliberate investing approach, there may be times when the Fund will have a significant cash position. A substantial cash position can adversely impact Fund performance in certain market conditions and may make it more difficult for the Fund to achieve its investment objective.

Focused Investing Risk. Although the Fund is classified as a diversified investment company under the Investment Company Act of 1940 (the “Act”), the Fund’s investments will normally be more focused than its peers and may emphasize investments in some issuers, industries, sectors or geographic regions more than others. To the extent that the Fund increases the relative emphasis of its investments in a particular issuer, industry, sector or geographic region, its share values may fluctuate in response to events affecting such issuer, industry, sector or geographic region. The Fund does not lose its status as a diversified investment company because of any subsequent discrepancy between the value of its various investments and the diversification requirements of the Act, so long as any such discrepancy existing immediately after the Fund’s acquisition of any security or other property is neither wholly nor partly the result of such acquisition. Therefore, the Fund from time to time may have an investment portfolio that is considered “non-diversified” by the Act despite its classification as a diversified investment company.

Small- and Mid-Cap Risk. The Fund may invest from time to time in smaller and mid-size companies whose securities tend to be more volatile and less liquid than securities of larger companies. This can adversely affect the prices at which the Fund can purchase and sell these securities and, thus, the value of the Fund’s shares.

Commodities Risk. Prices of commodities such as timber and oil have historically been very volatile. Reductions in commodity prices will likely cause the prices of the securities of companies associated with the production of those commodities to decline.

Currency Risk. The Fund’s investments are usually denominated in or tied to the currencies of the countries in which they are primarily traded. Because the Fund may determine not to hedge its foreign currency risk, the U.S. Dollar value of the Fund’s investments may be harmed by declines in the value of foreign currencies in relation to the U.S. Dollar.

Currency Hedging Risk. The Adviser may seek to hedge all or a portion of the Fund’s foreign currency risk. However, the Adviser cannot guarantee that it will be practical to hedge these risks in certain markets or conditions or that any efforts to do so will be successful.

Foreign Securities and Emerging Markets Risk. Foreign securities from a particular country or region may be subject to currency fluctuations and controls, or adverse political, social, economic or other developments that are unique to that particular country or region. Therefore, the prices of foreign securities in particular countries or regions may, at times, move in a different direction than those of U.S. securities. Emerging market countries can generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries, and, as a result, the securities markets of emerging markets countries can be more volatile than more developed markets may be. U.S. securities and accounting regulatory agencies continue to express concern regarding information access and audit quality regarding issuers in China and other emerging market countries, which could present heightened risks associated with investments in these markets.

German Securities Risk. The Fund’s investments in German issuers subjects the Fund to legal, regulatory, political, currency, security, and economic risks specific to Germany. Germany has an industrial and export dependent economy and therefore relies heavily on trade with key trading partners, including the Netherlands, China, the U.S., the United Kingdom (the “U.K.”), France, Italy and other European countries. Germany is dependent on the economies of these other countries, and a decline in the price or demand for German exports may have an adverse impact on its economy.

Liquidity Risk. Liquidity risk exists when particular investments are difficult to sell. The Fund may not be able to sell these investments at the best prices or at the value the Fund places on them. In such a market, the value of such investments and the Fund’s share price may fall dramatically. Investments that are illiquid or that trade in lower volumes may be more difficult to value. The market for high-yield debt securities (“junk bonds”) may be less liquid and therefore these securities may be harder to value or sell at an acceptable price, especially during times of market volatility or decline. Investments in foreign securities tend to have greater exposure to liquidity risk than U.S. securities. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. An unexpected increase in Fund redemption requests, including requests from shareholders who may own a significant percentage of the Fund’s shares, could cause the Fund to sell its holdings at a loss or at undesirable prices and adversely affect the Fund’s share price and increase the Fund’s liquidity risk, Fund expenses and/or taxable distributions.

Debt Securities Risk. The market value of a debt security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The debt securities market can be susceptible to increases in volatility and decreases in liquidity. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates). Prices of bonds and other debt securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect debt securities and, accordingly, will cause the value of the Fund’s investments in these securities to decline. When interest rates fall, the values of already-issued securities generally rise, although investments in new securities may be at lower yields. The prices of high-yield debt securities (“junk bonds”), unlike investment grade debt securities, may fluctuate unpredictably and not necessarily inversely with changes in interest rates. Economic and other developments can adversely affect debt securities markets.

High-Yield Risk. The Fund’s investments in high-yield debt securities (commonly known as “junk bonds”) may expose the Fund to greater risks than if the Fund only owned higher-grade securities. The value of high-yield, lower quality securities is affected by the creditworthiness of the issuers of the securities and by general economic and specific industry conditions. Issuers of high-yield securities are not as strong financially as issuers of securities with higher credit ratings, so the securities are usually considered speculative investments.

Insolvency and Bankruptcy Risk. The Fund’s investments in obligations of stressed, distressed and bankrupt issuers, including debt obligations that are in default, generally trade significantly below par and are considered speculative. There is even a potential risk of loss by the Fund of its entire investment in such securities. There are a number of significant risks inherent in the bankruptcy process. A bankruptcy filing by an issuer may adversely and permanently affect the market position and operations of the issuer. The Adviser, on behalf of the Fund, may also participate on committees formed by creditors to negotiate with debtors with respect to restructuring issues. There can be no assurance that the Adviser’s participation would yield favorable results for the Fund, and such participation may subject the Fund to additional duties, liabilities and trading restrictions in a particular investment.

Performance

The following bar chart and table provide an indication of the risks of investing in Third Avenue Value Fund. The bar chart shows changes in the performance of the Fund’s Institutional Class shares from year to year over the past 10 calendar years. The table compares the average annual total returns of the Fund’s Institutional Class, Investor Class and Z Class shares to a broad measure of market performance. All returns assume reinvestment of dividends and distributions. As with all mutual funds, the Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at no cost by visiting www.thirdave.com or by calling (800) 443-1021.

Years	Returns
2014	4.88%
2015	-8.37%
2016	13.39%
2017	14.15%
2018	-20.83%
2019	12.85%
2020	7.75%
2021	22.37%
2022	17.46%
2023	20.17%

During the period shown in the above bar chart, the highest return for a quarter was 35.84% (quarter ended December 31, 2020) and the lowest return for a quarter was (42.08)% (quarter ended March 31, 2020).

After-tax returns are shown only for Institutional Class shares. After-tax returns of the Fund’s other share classes will vary from those of the Institutional Class. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or Individual Retirement Accounts (“IRAs”).

Average Annual Total Returns For the periods ending 12/31/23	Inception Date	One Year	Five Years	Ten Years	Since Inception
Institutional Class Before Taxes	11/1/90	20.17%	15.99%	7.54%	10.68%
After Taxes on Distributions	11/01/199011/1/1990	18.95%	14.83%	5.97%	9.36%
After Taxes on Distributions and Sale of Fund Shares	11/1/1990	12.84%	12.63%	5.58%	8.96%
Investor Class Before Taxes	12/31/09	19.85%	15.70%	7.26%	7.45%
Z Class Before Taxes	3/1/18	20.27%	16.11%	-	9.22%
MSCI World Index (reflects no deductions for fees, expenses, or taxes)		24.42%	13.37%	9.18%	8.40% (Institutional) 10.03% (Investor) 9.55% (Z Class)

Portfolio Management

Investment Adviser

Third Avenue Management LLC serves as the Fund’s investment adviser.

Portfolio Manager

Matthew Fine, CFA, Portfolio Manager since September 2017.

Purchase and Sale of Fund Shares

The minimum initial investment for the Investor Class of the Fund is $2,500, the minimum initial investment for the Institutional Class is $10,000 and the minimum initial investment for Z Class is $25,000 for a regular account and $5,000 for an IRA. Additional investments for any class must be at least $1,000 for a regular account and $200 for an IRA, unless you use the Fund’s Automatic Investment Plan, in which case the monthly minimum for additional investments is $200. Broker-dealers or other financial intermediaries may impose higher initial or additional amounts for investment than those established by the Fund.

In general, you can buy or sell shares of the Fund by mail or telephone each day the New York Stock Exchange is open for trading. You may sell shares by making a redemption request of the Fund in writing or, if so elected on your account application, by telephone or Internet. The Fund’s shares can be purchased either directly from the Fund, or through certain broker-dealers or financial intermediaries, so long as they have a selling agreement with the Fund’s distributor. Purchase and sale transactions made through your broker-dealer or other financial intermediary may be subject to charges imposed by the broker-dealer or other financial intermediary. Investors transacting in the Fund’s shares through a financial intermediary acting as a broker in an agency capacity may be required to pay a commission directly to the broker.

Dividends, Capital Gains and Taxes

The Fund’s distributions may be taxable to you as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged account.

Potential Conflicts of Interest – Financial Intermediary Compensation

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund (other than shares of the Z Class), the Adviser and the Fund’s distributor may pay the intermediary for making shares of the Fund available on its platforms and other shareholder services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

THIRD AVENUE SMALL-CAP VALUE FUND

Investment Objective

Third Avenue Small-Cap Value Fund seeks long-term capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you pay if you buy and hold shares of Third Avenue Small-Cap Value Fund. Investors transacting in Fund shares through a financial intermediary acting as a broker in an agency capacity may be required to pay a commission directly to the broker.

Shareholder Fees (fees paid directly from your investment):	Institutional Class	Investor Class	Z Class
Maximum Sales Charge (Load) Imposed on Purchases	None	None	None
Maximum Deferred Sales Charge (Load)	None	None	None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Other Distributions	None	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):	Institutional Class	Investor Class	Z Class
Management (Advisory) Fee	0.90%	0.90%	0.90%
Distribution (12b-1) Fees	None	0.25%	None
Other Expenses	0.35%	0.35%	0.28%
Total Annual Fund Operating Expenses (as a percentage of net assets)	1.25%	1.50%	1.18%
Fee Deferred/Expenses Reimbursed¹	(0.10)%	(0.10)%	(0.13)%
Net Annual Fund Operating Expenses¹	1.15%	1.40%	1.05%

Example

The following example is intended to help you compare the cost of investing in Third Avenue Small-Cap Value Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	Year 1	Year 3	Year 5	Year 10
Institutional Class	$117	$387	$677	$1,502
Investor Class	$143	$464	$809	$1,782
Z Class	$107	$362	$636	$1,420

Portfolio Turnover

Principal Investment Strategies

Principal Investment Risks

Small-Cap Risk. The Fund invests in smaller companies, whose securities tend to be more volatile and less liquid than securities of larger companies. This can adversely affect the prices at which the Fund can purchase and sell these securities and, thus, the value of the Fund’s shares.

Focused Investing Risk. Although the Fund is a diversified investment company under the Investment Company Act of 1940 (the “Act”), the Fund’s investments will normally be more focused than its peers and may emphasize investments in some issuers, industries, sectors or geographic regions more than others. To the extent that the Fund increases the relative emphasis of its investments in a particular issuer, industry, sector or geographic region, its share values may fluctuate in response to events affecting such issuer, industry, sector or geographic region. The Fund does not lose its status as a diversified investment company because of any subsequent discrepancy between the value of its various investments and the diversification requirements of the Act, so long as any such discrepancy existing immediately after the Fund’s acquisition of any security or other property is neither wholly nor partly the result of such acquisition. Therefore, the Fund from time to time may have an investment portfolio that is considered “non-diversified” by the Act despite its classification as a diversified investment company.

Performance

The following bar chart and table provide an indication of the risks of investing in Third Avenue Small-Cap Value Fund. The bar chart shows changes in the performance of the Fund’s Institutional Class shares from year to year over the past 10 calendar years. The table compares the average annual total returns of the Fund’s Institutional Class, Investor Class and Z Class shares to a broad measure of market performance. All returns assume reinvestment of dividends and distributions. As with all mutual funds, the Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at no cost by visiting www.thirdave.com or by calling (800) 443-1021.

Years	Returns
2014	3.71%
2015	-6.66%
2016	26.27%
2017	8.86%
2018	-12.37%
2019	22.81%
2020	-2.96%
2021	25.84%
2022	-1.82%
2023	21.88%

During the period shown in the above bar chart, the highest return for a quarter was 24.04% (quarter ended December 31, 2020) and the lowest return for a quarter was (29.59)% (quarter ended March 31, 2020).

Average Annual Total Returns For the periods ending 12/31/23	Inception Date	One Year	Five Years	Ten Years	Since Inception
Institutional Class Before Taxes	4/1/974/1/1997	21.88%	12.40%	7.66%	8.73%
After Taxes on Distributions		18.05%	10.52%	5.09%	7.33%
After Taxes on Distributions and Sale of Fund Shares		15.40%	9.65%	5.47%¹	7.18%
Investor Class Before Taxes	12/31/09	21.59%	12.12%	7.39%	9.21%
Z Class Before Taxes	3/1/18	22.03%	12.52%	-	8.38%
Russell 2000 Value Index (reflects no deductions for fees, expenses, or taxes)		14.65%	10.00%	6.76%	8.87% (Institutional) 9.56% (Investor) 6.69% (Z Class)

¹	The Return After Taxes on Distributions and Sale of Fund Shares is higher than the Return After Taxes on Distributions because of realized losses that would have been sustained upon the sale of Fund shares immediately after the relevant period.

Portfolio Management

Investment Adviser

Third Avenue Management LLC serves as the Fund’s investment adviser.

Portfolio Manager

Victor Cunningham, CFA, Lead Portfolio Manager since September 2017.

Purchase and Sale of Fund Shares

Dividends, Capital Gains and Taxes

The Fund’s distributions may be taxable to you as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged account.

Potential Conflicts of Interest – Financial Intermediary Compensation

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund (other than shares of the Z Class), the Adviser and the Fund’s distributor may pay the intermediary for making shares of the Fund available on its platforms and other shareholder services. These payments may create a conflict of interest by influencing the broker- dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

THIRD AVENUE REAL ESTATE VALUE FUND

Investment Objective

Third Avenue Real Estate Value Fund seeks long-term capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you pay if you buy and hold shares of Third Avenue Real Estate Value Fund. Investors transacting in Fund shares through a financial intermediary acting as a broker in an agency capacity may be required to pay a commission directly to the broker.

Shareholder Fees (fees paid directly from your investment):	Institutional Class	Investor Class	Z Class
Maximum Sales Charge (Load) Imposed on Purchases	None	None	None
Maximum Deferred Sales Charge (Load)	None	None	None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Other Distributions	None	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):	Institutional Class	Investor Class	Z Class
Management (Advisory) Fee	0.90%	0.90%	0.90%
Distribution (12b-1) Fees	None	0.25%	None
Other Expenses	0.29%	0.30%	0.21%
Total Annual Fund Operating Expenses (as a percentage of net assets)	1.19%	1.45%	1.11%
Fee Deferred/Expenses Reimbursed¹	(0.04)%	(0.05)%	(0.06)%
Net Annual Fund Operating Expenses¹	1.15%	1.40%	1.05%

Example

The following example is intended to help you compare the cost of investing in Third Avenue Real Estate Value Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	Year 1	Year 3	Year 5	Year 10
Institutional Class	$117	$374	$650	$1,440
Investor Class	$143	$454	$787	$1,731
Z Class	$107	$347	$606	$1,346

Portfolio Turnover

Principal Investment Strategies

The Fund seeks to achieve its objective primarily by investing in equity securities, including common stocks and convertible securities, of well-financed (meaning companies with high quality assets and conservative levels of liabilities) real estate and real estate-related companies, or in companies which own significant real estate assets or derive a significant portion of gross revenues or net profits from real estate-related companies at the time of investment (“real estate companies”). Adhering to this strict value discipline, the Fund generally seeks to construct a focused portfolio of high conviction opportunities. The Fund seeks to acquire these securities at a discount to what the Adviser believes is their intrinsic value. Under normal circumstances, at least 80% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) will be invested in securities of real estate and real estate- related companies. The Fund may invest in companies of any market capitalization. The Fund may also acquire senior securities, such as preferred stocks and debt instruments (including high-yield, distressed and mortgage-backed securities, often referred to as “junk,” that may be in default and may have any or no credit rating) of real estate companies or loans secured by real estate or real estate-related companies that the Adviser believes have above-average yield potential. The Fund also invests in both domestic and foreign securities. The Adviser’s process generally includes an assessment of the potential impacts of material environmental, social and governance (ESG) factors on the long-term risk and return profile of a company. Consideration of these factors would not necessarily result in a company being included or excluded from the evaluation process, but rather would contribute to the overall evaluation of a company.

Principal Investment Risks

Real Estate Risk. In addition to general market conditions, the value of the Fund will be affected by the strength of the real estate markets.

Factors that could affect the value of the Fund’s holdings include the following: overbuilding and increased competition; increases in property taxes and operating expenses; declines in the value of real estate; lack of availability of equity and debt financing to refinance maturing debt; vacancies due to economic conditions and tenant bankruptcies; losses due to costs resulting from environmental contamination and its related clean-up; changes in interest rates impacting property values, borrowing costs, and real estate security prices; changes in zoning laws; casualty or condemnation losses; variations in rental income; changes in neighborhood values; and functional obsolescence and appeal of properties to tenants.

REIT and Real Estate-Related Investment Risk. To the extent that the Fund invests in real estate-related investments, such as securities of real estate-related companies, real estate investment trusts (REITs), real estate operating companies (REOCs) and related instruments and derivatives, it will be subject to the risks associated with owning real estate and with the real estate industry generally. These include difficulties in valuing and disposing of real estate, the possibility of declines in the value of real estate, risks related to general and local economic conditions, the possibility of adverse changes in the climate for real estate, environmental liability risks, the risk of increases in property taxes and operating expenses, possible adverse changes in zoning laws, the risk of casualty or condemnation losses, limitations on rents, the possibility of adverse changes in interest rates and in the credit markets and the possibility of borrowers paying off mortgages sooner than expected, which may lead to reinvestment of assets at lower prevailing interest rates. To the extent the Fund invests in REITs, it will also be subject to the risk that a REIT will default on its obligations or go bankrupt. By investing in REITs indirectly through the Fund, a shareholder will bear not only his or her proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of such REITs.

Style Risk. Value securities involve the risk that they may never reach their expected full market value, either because the market fails to recognize the securities’ intrinsic value or the expected value was misgauged. The Adviser may identify opportunities in areas of the real estate sector that appear to be temporarily depressed. The prices of securities in this sector may tend to go down more than those of companies in other industries. Since the Fund is not limited to investing in stocks, the Fund may own significant non-equity instruments in a rising stock market, thereby producing smaller gains than a fund invested solely in stocks. Because of the Fund’s disciplined and deliberate investing approach, there may be times when the Fund will have a significant cash position. A substantial cash position can adversely impact Fund performance in certain market conditions and may make it more difficult for the Fund to achieve its investment objective.

Management Risk. The risk that the investment techniques and risk analyses applied by the Adviser, including but not limited to the Adviser’s integration of ESG factors into its analysis, will not produce the desired results and that legislative, regulatory, or tax developments may affect the investment techniques available to the investment adviser and the individual portfolio manager in connection with managing the Fund.

United Kingdom Securities Risk. Investments in United Kingdom (“U.K.”) issuers may subject the Fund to regulatory, political, currency, security, and economic risks specific to the U.K. The U.K. has one of the largest economies in Europe, and the U.S. and other European countries are substantial trading partners of the U.K. As a result, the U.K.’s economy may be impacted by changes to the economic condition of the U.S. and other European countries. Until the economic effects of the departure of the U.K. from the European Union become clearer, and while a period of political, regulatory and commercial uncertainty continues, there remains a risk that the value of investments held by the Fund may be impacted.

Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. An unexpected increase in Fund redemption requests, including requests from shareholders who may own a significant percentage of the Fund’s shares, could cause the Fund to sell its holdings at a loss or at undesirable prices and adversely affect the Fund’s share price and increase the Fund’s liquidity risk, Fund expenses and/or taxable distributions.

Commodities Risk. Prices of commodities such as timber and oil have historically been very volatile. Reductions in commodity prices will likely cause the prices of the securities of companies holding real estate affected by those industries to decline.

Performance

The following bar chart and table provide an indication of the risks of investing in Third Avenue Real Estate Value Fund. The bar chart shows changes in the performance of the Fund’s Institutional Class shares from year to year over the past 10 calendar years. The table compares the average annual total returns of the Fund’s Institutional Class, Investor Class and Z Class shares to a broad measure of market performance. All returns assume reinvestment of dividends and distributions. As with all mutual funds, the Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at no cost by visiting www.thirdave.com or by calling (800) 443-1021.

Years	Returns
2014	13.12%
2015	-3.65%
2016	5.81%
2017	22.17%
2018	-19.91%
2019	21.13%
2020	-8.23%
2021	30.54%
2022	-26.54%
2023	23.27%

During the period shown in the above bar chart, the highest return for a quarter was 20.67% (quarter ended December 31, 2023) and the lowest return for a quarter was (28.83)% (quarter ended March 31, 2020).

Average Annual Total Returns For the periods ending 12/31/23	Inception Date	One Year	Five Years	Ten Years	Since Inception
Institutional Class Before Taxes	9/17/989/17/1998	23.27%	5.62%	4.02%	8.65%
After Taxes on Distributions		21.64%	3.60%	2.35%	7.29%
After Taxes on Distributions and Sale of Fund Shares		14.70%	4.20%¹	2.97%¹	7.19%
Investor Class Before Taxes	12/31/09	22.92%	5.35%	3.76%	6.28%
Z Class Before Taxes	3/1/18	23.41%	5.71%	-	1.59%
FTSE EPRA/NAREIT Developed Index (reflects no deductions for fees, expenses, or taxes)		10.85%	3.79%	4.52%	8.11% (Institutional) 6.36% (Investor) 3.59% (Z Class)

¹	The Return After Taxes on Distributions and Sale of Fund Shares is higher than the Return After Taxes on Distributions because of realized losses that would have been sustained upon the sale of Fund shares immediately after the relevant periods.

Portfolio Management

Investment Adviser

Third Avenue Management LLC serves as the Fund’s investment adviser.

Portfolio Managers

Jason Wolf, CFA, Portfolio Manager since 2010.

Ryan Dobratz, CFA, Portfolio Manager since 2013.

Purchase and Sale of Fund Shares

Dividends, Capital Gains and Taxes

The Fund’s distributions may be taxable to you as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged account.

Potential Conflicts of Interest – Financial Intermediary Compensation

THIRD AVENUE INTERNATIONAL REAL ESTATE VALUE FUND

Investment Objective

Third Avenue International Real Estate Value Fund seeks to achieve long-term capital growth and current income through a portfolio of securities of publicly traded real estate companies located outside the U.S. that may include REITs, real estate operating companies and other publicly traded companies whose asset base is primarily real estate.

Fees and Expenses

This table describes the fees and expenses that you pay if you buy and hold shares of Third Avenue International Real Estate Value Fund. Investors transacting in Fund shares through a financial intermediary acting as a broker in an agency capacity may be required to pay a commission directly to the broker.

Shareholder Fees (fees paid directly from your investment):	Institutional Class	Investor Class	Z Class
Maximum Sales Charge (Load) Imposed on Purchases	None	None	None
Maximum Deferred Sales Charge (Load)	None	None	None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Other Distributions	None	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):	Institutional Class	Investor Class	Z Class
Management (Advisory) Fee¹	0.90%	0.90%	0.90%
Distribution (12b-1) Fees	None	0.25%	None
Other Expenses	0.72%	0.72%	0.64%
Total Annual Fund Operating Expenses (as a percentage of net assets)	1.62%	1.87%	1.54%
Less Fee Waiver/Expenses Reimbursed²	(0.62)%	(0.62)%	(0.54)%
Net Annual Fund Operating Expenses²	1.00%	1.25%	1.00%

	¹	Prior to March 1, 2024, the Management (Advisory) Fee was (on an annual basis) 1.00% of the average daily assets of the Fund.
	²	The Fund’s investment adviser, Third Avenue Management LLC (the “Adviser”) has contractually agreed, for a period of one year from the date of this Prospectus, to waive advisory fees and/or reimburse Fund expenses in order to limit Net Annual Fund Operating Expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, dividend and interest expense on short sales and extraordinary expenses) to 1.00% of the average daily net assets of the Institutional Class and Z Class and 1.25 % of the average daily net assets of the Investor Class, respectively (the “Expense Limitation Agreement”). The Expense Limitation Agreement may be terminated only by the Board of Trustees of Third Avenue Trust.

Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	Year 1	Year 3	Year 5	Year 10
Institutional Class	$102	$450	$823	$1,870
Investor Class	$127	$528	$953	$2,140
Z Class	$102	$433	$788	$1,789

Portfolio Turnover

Principal Investment Strategies

The Fund’s investment objective is pursued through a real estate value strategy (as described in more detail below) through investment in international public real estate securities, which may include equity real estate investment trusts (a “REIT” or “REITs”), mortgage REITs, REIT preferred securities, and other publicly traded companies whose primary business is in the real estate industry. This strategy may lead to investment in smaller capitalization companies (under $1 billion). The composition of the portfolio does not seek to mimic equity REIT indices.

Under normal conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of companies principally engaged in the real estate industry outside of the United States. Equity securities can consist of shares of REITs and securities issued by other companies principally engaged in the real estate industry. Equity securities can also include securities convertible into common stocks where the conversion feature represents, in the Adviser’s view, a significant element of a security’s value, and preferred stocks.

The Fund considers a company to be principally engaged in the real estate industry if it either (i) derives at least 50% of its revenues from the ownership, construction, financing, management or sale of commercial or residential real estate or (ii) has at least 50% of its assets in real estate or such real estate businesses. These include securities issued by REITs or comparable foreign structures, and real estate operating companies. REITs and comparable foreign structures are pooled investment vehicles which invest primarily in income producing real estate or real estate related loans or interests and which may have corporate tax advantages relative to other corporate structures. The Fund may invest in equity REITs and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling property that has appreciated in value. Mortgage REITs generate revenue from interest earned on mortgage loans.

The Fund does not invest in real estate directly. The majority of the Fund’s assets will normally be invested in the securities of companies located in countries other than the United States, although these companies may have investments that provide exposure to the U.S. real estate industry. The Fund may invest in securities of issuers located in emerging market countries, but does not expect to invest greater than 30% of assets in such securities. For purposes of the foregoing, the Fund considers an issuer to be located in a particular country based on where the issuer is domiciled, where it maintains its headquarters (or primary base of operations) or where its securities are registered and/or traded.

The real estate value strategy seeks to invest in companies that in the Adviser’s view have underlying real estate assets that are trading at a discount to the private market value of such assets, have the ability to grow the value of real estate asset above average, or have an above-average free cash flow yield. The Adviser screens its universe of real estate securities for a number of proprietary valuation, income, and balance sheet metrics to identify candidates for investment. This process is combined with in-depth industry and company-specific research to narrow the investment options for the Fund. The Fund may invest in companies without regard to their market capitalization. The Fund’s strategy is an all-cap strategy which means that investments are made without regard to a company’s market capitalization. The Fund’s investment process is indifferent to index weightings which generally results in a portfolio that is differentiated by company names and percentage exposures. The portfolio of securities in which the Fund invests will normally represent a broad range of geographic regions, property types and tenants.

The Fund’s investment strategy also considers the impact that real estate companies have on the environment and other sustainability considerations when making investment decisions for the Fund’s investment portfolio. In assessing sustainability, the Adviser considers different factors, including environmental, social, and governance (“ESG”) criteria. Some of the environmental criteria the Adviser considers include energy consumption and efficiency, water use, carbon emissions, recycling and waste reduction, and level of green building certifications among others.

Some of the social criteria the Adviser considers include the level of community engagement, customer/tenant well-being, employee health and safety, employee diversity and equality, employee training and responsible supply chain, among others.

Some of the governance criteria that the Adviser considers include reporting and disclosure, business ethics, management alignment through ownership and remuneration, governance structure, board transparency and cybersecurity, among others. The Adviser performs its own internal research as it relates to measuring an investment’s ESG criteria.

The items discussed above are illustrative and do not necessarily reflect the full range of ESG criteria that may be applied in analyzing a particular security for investment. The availability of information about a company, issues associated with a particular industry, changing social conditions or other circumstances may affect the manner in which the ESG criteria are applied in a particular situation. Companies in which the Fund may invest do not necessarily meet the highest standards in all aspects of ESG performance. We do believe that a well-managed company is one that considers ESG criteria when operating their business. These companies look for opportunities to improve relations with employees, consumers, communities and the environment. In addition, these companies tend to work towards improving in these areas, and, in our opinion, these efforts over the long-term will serve investors well.

The Fund is non-diversified, which means that the Fund may invest its assets in securities of fewer issuers than would a diversified mutual fund.

Principal Investment Risks

Market Risk. Prices of securities (and stocks in particular) have historically fluctuated. The value of the Fund will similarly fluctuate and you could lose money. Markets may be impacted by negative external and/or direct and indirect economic factors such as pandemics, natural disasters, global trade policies and political unrest or uncertainties. The adverse impact of any one or more of these events on market value of fund investments could be significant and cause losses.

Real Estate Risk. In addition to general market conditions, the value of the Fund will be affected by the strength of the real estate markets.

Index Non-Correlation Risk. The Fund does not attempt to mimic the composition or performance of any index, including any equity REIT indices. The Fund’s investment process will not take into consideration the weightings or composition of any indices, including any equity REIT indices. As a result, there is a significant risk that the performance of the Fund will deviate from that of any particular indices.

Credit Risk. Credit risk is the risk that a security in the Fund’s portfolio will decline in price or the issuer will fail to make dividend, interest or principal payments when due because the issuer of the security experiences a decline in its financial status. Real estate companies, including REITs, may be leveraged and financial covenants may affect the ability of REITs to operate effectively.

Style Risk. Value securities involve the risk that they may never reach their expected full market value, either because the market fails to recognize the securities’ intrinsic value or the expected value was misgauged. The Adviser may identify opportunities in areas of the real estate sector that appear to be temporarily depressed. The prices of securities in this sector may tend to go down more than those of companies in other industries. Since the Fund is not limited to investing in stocks, the Fund may own significant non-equity instruments in a rising stock market, thereby producing smaller gains than a fund invested solely in stocks. Because of the Fund’s disciplined and deliberate investing approach, there may be times when the Fund will have a significant cash position. A substantial cash position can adversely impact Fund performance in certain market conditions and may make it more difficult for the Fund to achieve its investment objective.

Non-Diversification Risk. Because the Fund is non-diversified and may invest a larger portion of its assets in the securities of a single issuer than a diversified fund, an investment in the Fund could fluctuate in value more than an investment in a diversified fund.

Concentration Risk. The Fund will concentrate its investments in real estate companies and other publicly traded companies whose asset base is primarily real estate. As such, the Fund will be subject to risks similar to those associated with the direct ownership of real estate including those noted above under “Real Estate Risk.”

ESG Strategy Risk. The Adviser’s use of its ESG framework could cause it to perform differently compared to funds that do not have such a policy. The criteria related to this ESG framework may result in the Fund’s forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so, or selling securities for ESG reasons when it might be otherwise disadvantageous for it to do so. In addition, there is a risk that the companies identified by the ESG framework do not operate as expected when addressing ESG issues. There are significant differences in interpretations of what it means for a company to have positive ESG characteristics. While the Adviser believes its definitions are reasonable, the portfolio decisions it makes may differ with other investors’ or advisers’ views.

Debt Securities Risk. The market value of a debt security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The debt securities market can be susceptible to increases in volatility and decreases in liquidity. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates). Prices of bonds and other debt securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect debt securities and, accordingly, will cause the value of the Fund’s investments in these securities to decline. When interest rates fall, the values of already-issued securities generally rise, although investments in new securities may be at lower yields. The prices of high-yield debt securities (“junk bonds”), unlike investment grade debt securities, may fluctuate unpredictably and not necessarily inversely with changes in interest rates. Economic and other developments can adversely affect debt securities markets.

Hong Kong Securities Risks. The Fund’s investment in Hong Kong-listed issuers may subject the Fund to legal, regulatory, political, currency, security, and economic risk specific to Hong Kong. China is Hong Kong’s largest trading partner, both in terms of exports and imports. Any changes in the Chinese economy, trade regulations or currency exchange rates may have an adverse impact on Hong Kong’s economy.

●

Political and Social Risk. Hong Kong reverted to Chinese sovereignty on July 1, 1997 as a Special Administrative Region of the People’s Republic of China under the principle of “one country, two systems.” Although China is obligated, under the Sino-British Joint Declaration it signed in 1984, to maintain the current capitalist economic and social system of Hong Kong through June 30, 2047, the continuation of economic and social freedoms enjoyed in Hong Kong is dependent on the government of China. Since 1997, there have been tensions between the Chinese government and many people in Hong Kong who perceive China as tightening its control over Hong Kong’s semi-autonomous liberal political, economic, legal, and social framework. Recent protests and unrest have increased tensions even further. Due to the interconnected nature of the Hong Kong and Chinese economies, this instability in Hong Kong may cause uncertainty in the Hong Kong and Chinese markets.

●

Economic Risk. The economy of Hong Kong is closely tied to the economy of China. The Chinese economy has grown rapidly during the past several years and there is no assurance that this growth rate will be maintained. China may experience substantial rates of inflation or economic recessions, causing a negative effect on the economy and securities market. Delays in enterprise restructuring, slow development of well-functioning financial markets and widespread corruption have also hindered performance of the Chinese economy, and China continues to receive substantial pressure from trading partners to liberalize official currency exchange rates.

Australian Securities Risk. Investments in Australian issuers may subject the Fund to regulatory, political, currency, security, and economic risks specific to Australia. The Australian economy is heavily dependent on exports from the agricultural and mining sectors and, consequently, is susceptible to fluctuations in commodity markets. The Australian economy is dependent on trading with key trading partners, including the United States, China, Japan, Singapore and certain European countries. Reduction in spending on Australian products and services or changes in economic circumstances of these key trading partners may cause an adverse impact on the Australian economy. Additionally, Australia is prone to natural disasters, such as hurricanes and droughts, and is economically sensitive to environmental events. Any such event may adversely impact the Australian economy, causing an impact to the value of the Fund.

Performance

The following bar chart and table provide an indication of the risks of investing in the Fund. The Fund commenced operations after all of the assets of another investment company advised by the Fund’s investment adviser, the Third Avenue International Real Estate Value Fund (formerly, the REMS International Real Estate Value-Opportunity Fund) (the “Predecessor Fund”), were transferred to the Fund in exchange for Institutional Class and Z Class shares of the Fund, respectively, in a tax-free reorganization on April 12, 2021 (the “Reorganization”). The performance figures for the Fund’s Class Institutional Class shares in the bar chart for periods prior to April 12, 2021 represent the performance of the Predecessor Fund’s Institutional Class shares from year to year.

The table compares the average annual total returns of the Fund’s Institutional Class and Z Class shares (all performance information for periods prior to April 12, 2021 is based on the Predecessor Fund’s Institutional Class and Z Class shares, respectively) to a broad measure of market performance. The Fund’s Investor Class shares have not commenced operations as of the date of this Prospectus. All returns assume reinvestment of dividends and distributions. As with all mutual funds, the Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at no cost by visiting www.thirdave.com or by calling (800) 443-1021.

Years	Returns
2015	-1.31%
2016	-0.88%
2017	27.11%
2018	-5.85%
2019	21.28%
2020	4.89%
2021	18.76%
2022	-18.22%
2023	13.86%

During the periods shown, the highest quarterly return was 17.30% (quarter ended December 31, 2020) and the lowest quarterly return was (25.51%) (quarter ended March 31, 2020).

Average Annual Total Returns for the Period Ended December 31, 2023^*

The table below shows how average annual total returns of the Fund’s Institutional Class shares compared to those of the Fund’s benchmark. All performance information for periods prior to April 12, 2021 is based on the Predecessor Fund’s Institutional Class and Z Class shares, respectively. The table also presents the impact of taxes on the Predecessor Fund’s Institutional Class shares. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The after-tax returns for the Investor Class shares and Z Class shares will differ from those of the Institutional Shares as the expenses of the classes differ.

Average Annual Returns for the periods ending 12/31/23	Inception Date	One Year	Five Years	Since Inception
Institutional Class Before Taxes	3/19/14	13.86%	7.12%	5.37%
After Taxes on Distributions		13.07%	6.40%	4.31%
After Taxes on Distributions and Sale of Fund Shares		8.62%	5.44%	3.86%
Z Class Shares Before Taxes	4/20/18	13.88%	7.11%	4.64%
FTSE EPRA NAREIT Global ex US Index (reflects no deduction for fees, expenses, or taxes)		5.31%	(0.77)%	1.67% (Institutional) (2.18)% (Z Class)

*	As of December 31, 2023, there were no Investor Class shares outstanding for the Fund.

Management of the Fund

Investment Adviser

Third Avenue Management LLC serves as the Fund’s investment adviser.

Portfolio Manager

Quentin Velleley, CFA, Portfolio Manager since 2014.

Purchase and Sale of Fund Shares

Dividends, Capital Gains and Taxes

The Fund’s distributions may be taxable to you as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged account.

Potential Conflicts of Interest – Financial Intermediary Compensation

ABOUT THE FUNDS

Investment Philosophy of Third Avenue Funds

Third Avenue Funds (each a “Fund”, and collectively, the “Funds”) adhere to a strict value discipline in selecting securities and other instruments. This means seeking investments whose market prices are low in relation to what the Funds’ Adviser, Third Avenue Management LLC (the “Adviser” or “Third Avenue”), believes is their intrinsic value and/or whose total return potential is considered by the Adviser to be high. The Funds’ Adviser believes this both lowers investment risk and increases capital appreciation and total return potential. The Funds identify investment opportunities through intensive research of individual companies and, generally, do not focus solely on stock market conditions and other macro factors. For these reasons, the Funds may seek investments in the equity securities, debt and/or other instruments of companies, as appropriate for each Fund, in industries that are believed to be temporarily depressed. The Funds may also invest in high-yield or distressed securities.

The Funds follow a strategy of long-term investing. The Funds will generally sell an investment when there has been a fundamental change in the business or capital structure of the company which significantly affects the investment’s inherent value or when the Adviser believes that the market value of an investment is overpriced relative to its intrinsic value.

When the Funds’ Adviser believes that a temporary defensive posture is appropriate, or there appears to be a lack of suitable opportunities that meet a Fund’s investment criteria, a Fund may hold all or a portion of its assets in short-term or other sovereign instruments, cash or cash equivalents. This does not constitute a change in a Fund’s investment objective, but could prevent or delay a Fund from achieving its objective. There is no guarantee that a Fund will meet its investment objective.

The Adviser’s Risk Committee (the “Committee”) recommends certain position limitation guidelines for the Funds. The guidelines supplement limits imposed by regulatory agencies and the Prospectus. The guidelines are not meant to impose rigid limitations and from time to time the Committee fully expects exceptions to occur. However, exceptions may only occur with prior approval from the Committee. These guidelines serve to provide enhanced oversight of more concentrated positions.

Who May Want to Invest

The Third Avenue Value Fund, Third Avenue Small-Cap Value Fund and Third Avenue Real Estate Value Fund may be appropriate for investors seeking long-term capital appreciation. The Third Avenue International Real Estate Fund may be appropriate for investors seeking long-term capital growth and current income through a portfolio of securities of publicly traded real estate companies located outside the U.S. that may include REITs, real estate operating companies and other publicly traded companies whose asset base is primarily real estate.

Investment Strategies

Third Avenue Value Fund

The Fund seeks to achieve its objective mainly by acquiring common stocks of well-financed companies (meaning companies with high quality assets and conservative levels of liabilities) at a discount to what the Adviser believes is their intrinsic value. Adhering to this strict value discipline, the Fund generally seeks to construct a focused portfolio of high conviction opportunities. The Fund may invest in companies of any market capitalization and across all industries. The Fund may also acquire senior securities, such as convertible securities, preferred stocks and debt instruments (including high-yield and distressed securities, often referred to as “junk,” that may be in default and may have any or no credit rating), that the Adviser believes are undervalued. Acquisitions of these senior securities and debt instruments will generally be limited to those providing: (1) protection against the issuer taking certain actions which could reduce the value of the security, and (2) above- average current yields, yields to events (e.g., acquisitions and recapitalizations), or yields to maturity. The mix of the Fund’s investments at any time will depend on the industries and types of securities the Adviser believes hold the most value within the Fund’s investment strategy. The Fund may invest in certain derivative instruments primarily to hedge against foreign currency risk and, at certain times, market, industry or geographic risk. The Fund also invests in both domestic and foreign securities.

Third Avenue Small-Cap Value Fund

The Fund seeks to achieve its objective by acquiring equity securities, including common stocks and convertible securities, of well-financed (meaning companies with high quality assets and conservative levels of liabilities) small companies at a discount to what the Adviser believes is their intrinsic value. Adhering to this strict value discipline, the Fund generally seeks to construct a focused portfolio of high conviction opportunities. Under normal circumstances, at least 80% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) will be invested in securities of companies that are considered small. The Fund considers a “small company” to be one whose market capitalization is between $50 million and the top range of capitalizations of companies in the Russell 2000 Index or the S&P Small Cap 600 Index at the time a new position is established (based on prior quarter-end data for the indexes). As of December 31, 2023, the top range of capitalization was $14.99 billion for the Russell 2000 Index and $8.17 billion for the S&P Small Cap 600 Index. The Fund may also acquire senior securities of small companies, such as preferred stocks and debt instruments (including high-yield and distressed securities, often referred to as “junk,” that may be in default and may have any or no credit rating), that the Adviser believes are undervalued. Acquisitions of these senior securities and debt instruments will generally be limited to those providing: (1) protection against the issuer taking certain actions which could reduce the value of the security, and (2) above-average current yields, yields to events (e.g., acquisitions and recapitalizations), or yields to maturity. The Fund may invest in certain derivative instruments primarily to hedge against foreign currency risk and, at certain times, market, industry or geographic risk. Subject to the 80% limitation described above, the Fund may continue to hold or buy additional stock in a company subsequently valued outside this range if the stock remains attractive, although any additional purchases will not be included in the 80% measurement. The Fund also invests in both domestic and foreign securities.

Third Avenue Real Estate Value Fund

The Fund seeks to achieve its objective primarily by investing in equity securities, including common stocks and convertible securities, of well-financed (meaning companies with high quality assets and conservative levels of liabilities) real estate and real estate-related companies, or in companies which own significant real estate assets or derive a significant portion of gross revenues or net profits from real estate-related companies at the time of investment (“real estate companies”). Adhering to this strict value discipline, the Fund generally seeks to construct a focused portfolio of high conviction opportunities. The Fund seeks to acquire these securities at a discount to what the Adviser believes is their intrinsic value. Under normal circumstances, at least 80% of the Fund’s net assets (plus the amount of any borrowing for investment purposes) will be invested in securities of real estate companies. The Fund may invest in companies of any market capitalization. The Fund may also acquire senior securities, such as preferred stocks and debt instruments (including high-yield, distressed and mortgage-backed securities that may be in default and may have any or no credit rating) of real estate companies or loans secured by real estate that the Adviser believes have above-average yield potential.

●

A company is considered to be a real estate company if at least 50% of its gross revenues or net profits at the time of investment come from (a) construction, ownership, management, operation, financing, refinancing, sales, leasing, development or rehabilitation of real estate; or (b) extraction of timber or minerals from real estate.

●

A company is considered to be a real estate-related company if at least 50% of its gross revenues or net profits at the time of investment are derived from providing goods (e.g., building materials and/or supplies) or services (e.g., consulting, property management, brokerage, leasing, appraisals or insurance) to the real estate industry.

●

A company is considered to own significant real estate assets if at least 50% of the fair market value of its assets at the time of investment is attributable to one or more of the following: (a) real estate owned or leased by the company as lessor or as lessee; (b) timber or minerals from such real estate; or (c) the discounted value of the stream of fees or revenues to be derived from the management or operation of real estate or the rights to extract timber or minerals from real estate.

Examples of companies that might qualify under one of these categories include, but are not limited to:

●

real estate operating companies;

●

real estate investment trusts (REITs);

●

homebuilders;

●

companies engaged in the construction, distribution, sale and financing of manufactured housing;

●

hotel and hotel management companies;

●

real estate brokerage companies and/or management companies;

●

financial institutions that make or service mortgage loans;

●

manufacturers, distributors or retailers of construction materials and/or building supplies;

●

mortgage or title insurance companies;

●

lumber, paper, forest product, timber, mining and oil companies;

●

companies with significant real estate holdings such as supermarkets, restaurant chains and retail chains; and

●

special purpose vehicles used to structure or restructure real estate financings, securitizations or mortgages.

The Fund may invest in certain derivative instruments primarily to hedge against foreign currency risk and, at certain times, market, industry or geographic risk. The Fund also invests in both domestic and foreign securities.

Third Avenue International Real Estate Value Fund

The Fund seeks to achieve long-term capital growth and current income through a portfolio of securities of publicly traded real estate companies located outside the U.S. that may include REITs, real estate operating companies and other publicly traded companies whose asset base is primarily real estate.

Under normal conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of companies principally engaged in the real estate industry outside of the United States. The Fund’s 80% investment strategy may be changed by the Board of Trustees without shareholder approval. Shareholders will be given 60 days advance notice if the Fund decides to change its 80% investment strategy. The remainder of the Fund’s assets will be invested in cash, short-term investments, or debt securities. Since the Fund concentrates its assets in the real estate industry, an investment in the Fund will be closely linked to the performance of the real estate markets. A majority of the Fund’s assets will normally be invested in companies located in a number of different countries other than the United States. The Fund may invest in securities of issuers located in emerging market countries, but does not expect to invest greater than 30% of its assets in such securities. For purposes of the foregoing, the Fund considers an issuer to be located in a particular country based on where the issuer is domiciled, where it maintains its headquarters (or primary base of operations) or where its securities are registered and/or traded. Although certain securities in which the Fund may invest may be issued by well-known companies, others may be issued by less recognized and smaller companies. Additionally, the Fund considers an “emerging market” is any country that is not considered developed and includes any country that is outside the Morgan Stanley Capital International (MSCI) EAFE Index or similarly developed market indices. It also includes countries included in the MSCI Emerging Markets Index, the FTSE Emerging Markets Index, the S&P Emerging Broad Market Index (BMI), or similar market indices. “Emerging market” countries are generally considered to be developing by the World Bank, the International Finance Corporation, the United Nations, or the European Bank for Reconstruction and Development. In general, emerging markets tend to have relatively low gross national product per capita compared to the larger traditionally recognized developed markets and the world’s major developed economies. When making investment decisions, the Fund considers the company’s performance with respect to ESG factors. The ESG evaluation process used by the Fund favors companies that are strong stewards of these ESG factors. Consideration of these factors would not necessarily result in a company being included or excluded from the evaluation process but rather would contribute to the overall evaluation of that company.

The Fund may also invest in securities of foreign companies in the form of American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs).

To the extent the Fund invests in REITs and real estate partnerships, the Fund’s distributions may be taxable as ordinary income to investors because most REIT and real estate partnership distributions come from mortgage interest and rents. As such, the Fund’s distributions may be taxed at the ordinary income rate rather than qualifying for the rate applicable to qualified dividends.

The Fund may engage in various investments such as put and call options on foreign currencies, foreign currency forward contracts, foreign currency futures contracts, and foreign currency swaps for the purpose of hedging the Fund’s foreign currency risk. The Fund may also use put and call options on broad-based international equity real estate indices (or exchange traded funds (“ETFs”) that replicate such indices) for the purpose of hedging the Fund’s foreign currency risk and protecting the Fund from large drawdowns in periods of market weakness. In addition, the Fund may use interest rate swaps and futures contracts (such as Treasury futures) to hedge against interest rate risk.

The remainder of the Fund’s assets will be invested in cash or short-term investments or securities of real estate operating companies that may pay little or no dividends.

Illiquid and Restricted Securities. Although the Fund does not generally invest in illiquid securities, investments may be illiquid because they do not have an active trading market, making it difficult to value them or dispose of them promptly at an acceptable price. Restricted securities may have terms that limit their resale to other investor or may require registration under federal securities laws before they can be sold publicly. The Fund will not invest more than 15% of its net assets in illiquid or restricted securities. Certain restricted securities that are eligible for resale to qualified institutional purchasers may not be subject to that limit. The Adviser monitors holdings of illiquid securities on an ongoing basis to determine whether to sell any holdings to maintain adequate liquidity.

Temporary Defensive and Interim Investments. In times of adverse market, economic, political or other conditions, the Fund may invest up to 100% of its assets in temporary defensive investments that are inconsistent with the Fund’s principal investment strategies. If the Fund does so, the Fund may not achieve its investment objective. Cash equivalent investments that may be purchased by the Fund include short-term, high-quality debt securities, money market instruments, bills, notes and bonds that are issued, sponsored or guaranteed by the U.S. government, its agencies or instrumentalities (“U.S. Government Securities”), commercial paper or floating rate debt instruments. Cash equivalent securities other than U.S. Government Securities purchased by the Fund must have received one of the two highest credit ratings from a nationally recognized statistical rating organization or be of comparable quality, as determined by the Adviser. The Fund may also purchase shares of money market mutual funds or interests in collective accounts maintained by banks or financial institutions which hold the types of securities described above. In addition, cash not invested in equity securities may be invested in fixed income securities (“bonds”) pending investment in equity securities, as well as to maintain liquidity. Bonds and money market securities, while generally less volatile than equity securities, are subject to interest rate and credit risks.

Investment Risks

Australian Securities Risk (Third Avenue International Real Estate Value Fund only). Investments in Australian issuers may subject the Fund to regulatory, political, currency, security, and economic risks specific to Australia. The Australian economy is heavily dependent on exports from the agricultural and mining sectors and, consequently, is susceptible to fluctuations in commodity markets. The Australian economy is dependent on trading with key trading partners, including the United States, China, Japan, Singapore and certain European countries. Reduction in spending on Australian products and services or changes in economic circumstances of these key trading partners may cause an adverse impact on the Australian economy. Additionally, Australia is prone to natural disasters, such as hurricanes and droughts, and is economically sensitive to environmental events. Any such event may adversely impact the Australian economy, causing an impact to the value of the Fund.

Commodities Risk. Prices of commodities, such as timber and oil, have historically been very volatile. Reductions in commodity prices will likely cause the prices of the securities of companies associated with the production of those commodities or holding real estate affected by those industries to decline.

Concentration Risk. The Third Avenue Real Estate Value Fund and Third Avenue International Real Estate Value Fund may concentrate its investments in real estate companies and other publicly traded companies whose asset base is primarily real estate. As such, the Fund will be subject to risks similar to those associated with the direct ownership of real estate including those noted below under “Real Estate Risk.”

Currency Risk. The Funds’ investments are usually denominated in or tied to the currencies of the countries in which they are primarily traded. Because the Funds may determine not to hedge their foreign currency risk, the U.S. Dollar value of the Funds’ investments may be harmed by declines in the value of foreign currencies in relation to the U.S. Dollar. This may occur even if the value of the investment in the currency’s home country has not declined.

Currency Hedging Risk. The Adviser may seek to hedge all or a portion of the Funds’ foreign currency risk. However, the Adviser cannot guarantee that it will be practical to hedge these risks in certain markets or conditions or that any efforts to do so will be successful.

Debt Securities Risk. The market value of a debt security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The debt securities market can be susceptible to increases in volatility and decreases in liquidity. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates), which are at or near historic lows in the United States and in other countries. During periods of reduced market liquidity, a Fund may not be able to readily sell debt securities at prices at or near their perceived value. If a Fund needed to sell large blocks of debt securities to meet shareholder redemption requests or to raise cash, those sales could further reduce the prices of such securities.

Prices of bonds and other debt securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect debt securities and, accordingly, will cause the value of a Fund’s investments in these securities to decline. When interest rates fall, the values of already-issued securities generally rise, although investments in new securities may be at lower yields. The prices of high-yield debt securities (“junk bonds”), unlike investment grade securities, may fluctuate unpredictably and not necessarily inversely with changes in interest rates. The rates on floating debt instruments adjust periodically with changes in market interest rates. Although these instruments are generally less sensitive to interest rate changes than fixed rate instruments, the value of floating rate loans and other floating rate securities may decline if their interest rates do not rise as quickly, or as much, as general interest rates. Economic and other developments can adversely affect debt securities markets.

Equity-Related Securities Risk. The Funds may invest in equity-related securities (such as convertible bonds, convertible preferred stock, warrants, options and rights). The price of a convertible security normally will vary in some proportion to changes in the price of the underlying common stock because of either a conversion or exercise feature. However, the value of a convertible security may not increase or decrease as rapidly as the underlying common stock. Additionally, a convertible security normally also will provide income and therefore is subject to interest rate risk.

ESG Strategy Risk. With regard to the Third Avenue International Real Estate Value Fund the Adviser’s use of its ESG framework could cause it to perform differently compared to funds that do not have such a policy. The criteria related to this ESG framework may result in the Fund’s forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so, or selling securities for ESG reasons when it might be otherwise disadvantageous for it to do so. In addition, there is a risk that the companies identified by the ESG framework do not operate as expected when addressing ESG issues. There are significant differences in interpretations of what it means for a company to have positive ESG characteristics. While the Adviser believes its definitions are reasonable, the portfolio decisions it makes may differ with other investors’ or advisers’ views.

Focused Investing Risk. Although each Fund, except for the Third Avenue International Real Estate Value Fund, is a diversified investment company under the Investment Company Act of 1940 (the “Act”), the Funds’ investments will normally be more focused than its peers and may emphasize investments in some issuers, industries, sectors or geographic regions more than others. To the extent that a Fund increases the relative emphasis of its investments in a particular issuer, industry, sector or geographic region, its share values may fluctuate in response to events affecting such issuer, industry, sector or geographic region. The Fund does not lose its status as a diversified investment company because of any subsequent discrepancy between the value of its various investments and the diversification requirements of the Act, so long as any such discrepancy existing immediately after the Fund’s acquisition of any security or other property is neither wholly nor partly the result of such acquisition. Therefore, the Fund from time to time may have an investment portfolio that is considered “non-diversified” by the Act despite its classification as a diversified investment company.

Emerging market countries can generally have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries, and, as a result, the securities markets of emerging market countries can be more volatile than more developed markets may be. U.S. securities and accounting regulatory agencies continue to express concern regarding information access and audit quality regarding issuers in China and other emerging market countries, which could present heightened risks associated with investments in these markets.

German Securities Risk. The Funds may invest in, and/or have exposure to, German Securities. Investment in German issuers subjects the Funds to legal, regulatory, political, currency, security, and economic risks specific to Germany. Germany has a large export-reliant manufacturing and industrials sector and the German economy is dependent to a significant extent on the economies of, and trade relations with, certain key trading partners, including the Netherlands, China, the U.S., the U.K., France, Italy and other European countries. Reduction in spending on German products and services, or a decline in any of the economies may have an adverse impact on the German economy. In addition, heavy regulation of labor, energy and product markets in Germany may have an adverse impact on German issuers. Such regulations may negatively impact economic growth or cause prolonged periods of recession.

Hedging Risk (Third Avenue International Real Estate Value Fund only). The Fund may utilize put and call options for the purpose of hedging certain of the Fund’s risks. Options are a type of derivative instrument. The value of derivatives may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. If the Fund uses derivatives, such as options, to “hedge” the risk of its portfolio, it is possible that the hedge may not succeed. Imperfect correlation between the options and securities markets may detract from the effectiveness or efficiency of the attempted hedging.

The seller (writer) of a call option which is covered (that is, the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise price of the option. The buyer of a call option assumes the risk of losing its entire premium invested in the call option. The seller (writer) of a put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing his entire premium invested in the put option. Successful use by the Fund of options on stock indices will be subject to its ability to correctly predict movements in the direction of the securities or of a particular market segment.

By investing in options, the Fund may be subject to the risk of counterparty default, as well as the potential for significant loss.

The Fund may engage in currency transactions with counterparties in order to hedge the value of portfolio holdings denominated in particular currencies. Currency transactions may include foreign currency forward contracts, foreign currency swaps and foreign currency futures contracts. While futures contracts generally are liquid investments, under certain market conditions they may become illiquid. As a result, the Fund may not be able to close out a position in a futures contract at a time that is advantageous. The price of futures can be highly volatile; using them could lower total return, and the potential loss from futures can exceed the Fund’s investment in such contracts. Currency hedging can result in losses to the Fund if the currency being hedged fluctuates to a degree or in a direction that is not anticipated.

The market price of the Fund’s investments will change in response to changes in interest rates and other factors. Generally, when interest rates rise, the values of fixed-income instruments fall, and vice versa. In typical interest rate environments, the prices of longer-term fixed-income instruments generally fluctuate more than the prices of shorter-term fixed-income instruments as interest rates change. In addition, a fund with a longer average portfolio duration will be more sensitive to changes in interest rates than a fund with a shorter average portfolio duration. A fund with a negative average portfolio duration may decline in value as interest rates decrease. Most high-yield investments pay a fixed rate of interest and are therefore vulnerable to inflation risk. The obligor of a fixed-income instrument may not be able or willing to pay interest or to repay principal when due in accordance with the terms of the associated agreement.

The Fund may utilize interest rate swaps and futures contracts (such as Treasury futures) to hedge against interest rate risk. To the extent the Fund uses Treasury futures, it is exposed to the additional volatility in comparison to investing directly in U.S. Treasury bonds. Futures can be less liquid and involve the risk that anticipated treasury rate movements will not be accurately predicted.

The risks associated with the instruments in this section may be significant. The utilization of these types of instruments can magnify losses more than other types of investments. The extent of losses to which the Fund may be exposed as a result of its use of these derivative instruments is not limited.

High-Yield and Distressed Risk. The Funds’ investments in high-yield debt securities (commonly known as “junk bonds”) and distressed securities may expose the Funds to greater risks than if the Funds only owned higher-grade securities. The value of high-yield, lower quality securities is affected by the creditworthiness of the issuers of the securities and by general economic and specific industry conditions. The prices of high-yield securities can fall in response to negative news about the issuer or its industry, or the economy in general to a greater extent than those of higher rated securities.

Issuers of high-yield securities are not as strong financially as those with higher credit ratings, so the securities are usually considered speculative investments. These issuers are more vulnerable to financial setbacks and recession than are more creditworthy issuers, which may impair their ability to make interest and principal payments. The Funds may also invest in distressed securities, which the Adviser considers to be issued by companies that are, or might be, involved in reorganizations or financial restructurings, either out of court or in bankruptcy. The Funds’ investments in distressed securities typically may involve the purchase of high-yield bonds, bank debt or other indebtedness of such companies.

Hong Kong Securities Risks (Third Avenue International Real Estate Value Fund only). The Fund’s investment in Hong Kong-listed issuers may subject the Fund to legal, regulatory, political, currency, security, and economic risk specific to Hong Kong. China is Hong Kong’s largest trading partner, both in terms of exports and imports. Any changes in the Chinese economy, trade regulations or currency exchange rates may have an adverse impact on Hong Kong’s economy.

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Insolvency and Bankruptcy Risk. The Funds’ investments in obligations of stressed, distressed and bankrupt issuers, including debt obligations that are in default, generally trade significantly below par and are considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically such workout or bankruptcy proceedings result in only partial recovery of cash payments or an exchange of the defaulted obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. There is even a potential risk of loss by the Funds of their entire investment in such securities. There are a number of significant risks inherent in the bankruptcy process. A bankruptcy filing by an issuer may adversely and permanently affect the market position and operations of the issuer. Many factors of the bankruptcy process, including court decisions, the size and priority of other claims, and the duration and costs of the bankruptcy process, are beyond the control of the Funds and can adversely affect the Funds’ return on investment. For example, a court could invalidate or subordinate a debt obligation of, or reclaim amounts paid by a debtor to, the Funds. To the extent that any such payments are recaptured from the Funds the resulting loss will be borne by the Funds and their investors. The Adviser, on behalf of the Funds, may also participate on committees formed by creditors to negotiate with debtors with respect to restructuring issues. There can be no assurance that the Adviser’s participation would yield favorable results for the Funds, and such participation may subject the Funds to additional duties, liabilities and trading restrictions in a particular investment.

The Funds could lose more than the amount they invest. Any borrowing will be done pursuant to a prime brokerage arrangement under which loans will be payable on demand by the lender and can be prepaid by the Fund at any time, without penalty. If the securities pledged to the Fund’s lender decline in value, or if the lender determines that additional collateral is required for any other reason, the Fund could be required to repay the loans, provide additional collateral or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the Fund’s assets, the Fund might not be able to liquidate assets quickly enough to pay off its debt. The Fund will not use leverage if the Adviser anticipates that leveraged assets would result in a lower return to shareholders than the Fund could obtain over time without leverage.

The Fund could lose more than the amount it invests. Any borrowing will be done pursuant to a prime brokerage arrangement under which loans will be payable on demand by the lender and can be prepaid by the Fund at any time, without penalty. If the securities pledged to a Fund’s lender decline in value, or if the lender determines that additional collateral is required for any other reason, the Fund could be required to repay the loans, provide additional collateral or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of a Fund’s assets, the Fund might not be able to liquidate assets quickly enough to pay off its debt. A Fund will not use leverage if the Adviser anticipates that leveraged assets would result in a lower return to shareholders than the Fund could obtain over time without leverage.

Liquidity Risk. Liquidity risk exists when particular investments are difficult to sell. The Funds may not be able to sell these investments at the best prices or at the value the Funds place on them. In such a market, the value of such investments and a Fund’s share price may fall dramatically. Investments that are illiquid or that trade in lower volumes may be more difficult to value. The market for high-yield debt securities (“junk bonds”) may be less liquid and therefore these securities may be harder to value or sell at an acceptable price, especially during times of market volatility or decline. Investments in foreign securities tend to have greater exposure to liquidity risk than U.S. securities.

Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Investments in private debt instruments, restricted securities, and securities having substantial market and/or credit risk may involve greater liquidity risk. An unexpected increase in Fund redemption requests, including requests from shareholders who may own a significant percentage of a Fund’s shares, could cause the Fund to sell its holdings at a loss or at undesirable prices and adversely affect the Fund’s share price and increase the Fund’s liquidity risk, Fund expenses and/or taxable distributions.

Management Risk. (Third Avenue Real Estate Value Fund only). The risk that the investment techniques and risk analyses applied by the Adviser, including but not limited to the Adviser’s integration of ESG factors into its analysis, will not produce the desired results and that legislative, regulatory, or tax developments may affect the investment techniques available to the investment adviser and the individual portfolio manager in connection with managing the Fund.

Market Risk. Prices of securities have historically fluctuated. The market value of a security may decline due to general market conditions that are not related to the particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. A security’s market value also may decline because of factors that affect the particular company, such as management performance, financial leverage, and reduced demand for the company’s products or services, or factors that affect the company’s industry, such as labor shortages or increased production costs and competitive conditions within an industry. The value of the Funds will similarly fluctuate and you could lose money. Markets may additionally be impacted by negative external and/or direct and indirect economic factors such as pandemics, natural disasters, global trade policies and political unrest or uncertainties. The adverse impact of any one or more of these events on market value of fund investments could be significant and cause losses.

Recently, the outbreak of a novel and contagious form of coronavirus (“COVID-19”) has adversely impacted global economic activity and contributed to significant volatility in certain markets.

Non-Diversification Risk. Because the Third Avenue International Real Estate Value Fund is non-diversified and may invest a larger portion of its assets in the securities of a single issuer than a diversified fund, an investment in the Fund could fluctuate in value more than an investment in a diversified fund.

Real Estate Risk. In addition to general market conditions, the value of the Funds investing in real-estate related securities (particularly the Third Avenue Real Estate Value Fund and Third Avenue International Real Estate Value Fund, which focus their investments in real estate) will be affected by the strength of the real estate markets. Factors that could affect the value of the Funds’ holdings include the following:

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overbuilding and increased competition;

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increases in property taxes and operating expenses;

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declines in the value of real estate;

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lack of availability of equity and debt financing to refinance maturing debt;

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vacancies due to economic conditions and tenant bankruptcies;

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losses due to costs resulting from environmental contamination and its related clean-up;

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changes in interest rates impacting property values, borrowing costs, and real estate security prices;

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changes in zoning laws;

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casualty or condemnation losses;

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variations in rental income;

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changes in neighborhood values; and

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functional obsolescence and appeal of properties to tenants.

REIT and Real Estate-Related Investment Risk. To the extent that a Fund invests in real estate-related investments, such as securities of real estate-related companies, real estate investment trusts (REITs), real estate operating companies (REOCs) and related instruments and derivatives, it will be subject to the risks associated with owning real estate and with the real estate industry generally. These include difficulties in valuing and disposing of real estate, the possibility of declines in the value of real estate, risks related to general and local economic conditions, the possibility of adverse changes in the climate for real estate, environmental liability risks, the risk of increases in property taxes and operating expenses, possible adverse changes in zoning laws, the risk of casualty or condemnation losses, limitations on rents, the possibility of adverse changes in interest rates and in the credit markets and the possibility of borrowers paying off mortgages sooner than expected, which may lead to reinvestment of assets at lower prevailing interest rates. The value of investments in the real estate sector also may be affected by macroeconomic developments, and social and economic trends. To the extent a Fund invests in REITs, it will also be subject to the risk that a REIT will default on its obligations or go bankrupt. By investing in REITs indirectly through a Fund, a shareholder will bear not only his or her proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of such REITs.

Small- and Mid-Cap Risk. The Funds may invest from time to time in smaller and mid-size companies (and the Third Avenue Small-Cap Value Fund focuses its investments in smaller companies) whose securities tend to be more volatile and less liquid than those of larger companies. This can adversely affect the prices at which the Funds can purchase and sell these securities, and thus the value of the Funds’ shares.

Style Risk. Value securities involve the risk that they may never reach their expected full market value, either because the market fails to recognize the securities’ intrinsic value or the expected value was misgauged. The Adviser may identify opportunities in industries that appear to be temporarily depressed. The prices of securities in these industries may tend to go down more than those of companies in other industries. Since the Funds are not limited to investing in stocks, a Fund may own significant non-equity instruments in a rising stock market, thereby producing smaller gains than a fund invested solely in stocks. Because of the Funds’ disciplined and deliberate investing approach, there may be times when a Fund will have a significant cash position. A substantial cash position can adversely impact a Fund’s performance in certain market conditions, and may make it more difficult for the Fund to achieve its investment objective.

United Kingdom Securities Risk. The Funds may invest in, and/or have exposure to, United Kingdom Securities. Investment in U.K. issuers may subject the Funds to regulatory, political, currency, security, and economic risks specific to the U.K. The U.K.’s economy relies heavily on the export of financial services to the U.S. and other European countries. A prolonged slowdown in the financial services sector may have a negative impact on the U.K.’s economy. In the past, the U.K. has been a target of terrorism. Acts of terrorism in the U.K. or against U.K. interests may cause uncertainty in the U.K.’s financial markets and adversely affect the performance of the issuers to which the Fund has exposure. Secessionist movements, such as the Catalan movement in Spain and the independence movement in Scotland, may have an adverse effect on the U.K. economy. Until the economic effects of the departure of the U.K. from the European Union become clearer, and while a period of political, regulatory and commercial uncertainty continues, there remains a risk that the value of investments held by the Fund may be impacted.

The Investment Adviser and Distributor

Third Avenue Management LLC, 675 Third Avenue, Suite 2900-05, New York, NY 10017, is the investment adviser for each of the Funds. The Adviser manages each Fund’s investments and supervises the Funds’ daily business affairs, subject to the oversight of the Board of Trustees of Third Avenue Trust (the “Trust”), of which the Funds are series. The Adviser provides investment advisory services to one other open-end U.S. mutual fund with assets of approximately $77 million as of December 31, 2023. The Adviser or its predecessor has been an investment adviser for mutual funds since its organization in 1986. Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group) (the “Distributor”) serves as distributor of the Funds. The Distributor is not affiliated with the Adviser or Affiliated Managers Group Inc., which owns an indirect majority equity interest in the Adviser. The Distributor receives no compensation from the Funds, although the Adviser pays the Distributor a fee for certain distribution-related services.

Advisory Fees

Third Avenue Value Fund paid the Adviser a fee equal to 0.90% of its average daily net assets (effective rate of 0.87% after fee deferral) for the fiscal year ended October 31, 2023. Third Avenue Small-Cap Value Fund paid the Adviser a fee equal to 0.90% of its average daily net assets (effective rate of 0.77% after fee deferral) for the fiscal year ended October 31, 2023. Third Avenue Real Estate Value Fund paid the Adviser a fee equal to 0.90% of its average daily net assets (effective rate of 0.84% after fee deferral) for the fiscal year ended October 31, 2023. Third Avenue International Real Estate Value Fund paid the Adviser a fee equal to 1.00% of its average daily net assets (effective rate of 0.28% after fee deferral) for the fiscal year ended October 31, 2023.The Funds’ Semi-Annual Report to Shareholders for the fiscal period ended April 30, 2023 contains a discussion of the basis of the Board of Trustees’ determination to continue these investment advisory arrangements.

The Adviser has contractually agreed, for a period of one year from the date of this Prospectus, to defer receipt of advisory fees and/or reimburse Fund expenses in order to limit Net Annual Fund Operating Expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses). As it pertains to the Third Avenue Value Fund, Third Avenue Small-Cap Value Fund and Third Avenue Real Estate Value Fund, Net Annual Fund Operating Expenses are capped at 1.15%, 1.40% and 1.05% of the average daily net assets of the Institutional Class, Investor Class and Z Class, respectively. As it pertains to the Third Avenue International Real Estate Value Fund, Net Annual Fund Operating Expenses were capped at 1.00%, 1.25% and 1.00% of the average daily net assets of the Institutional Class, Investor Class and Z Class, respectively. The Third Avenue Value Fund, Third Avenue Small-Cap Value Fund, and Third Avenue Real Estate Value Fund are subject to later reimbursement by the respective classes in certain circumstances. In general, for a period of up to 36 months from the time of any deferral, reimbursement, or payment pursuant to the above-described contractual expense limitations, the Adviser may recover from each class of the Funds fees deferred and expenses paid to the extent that such repayment would not cause the Net Annual Fund Operating Expenses of each class to exceed the contractual expense limitation amounts set forth above, but any repayment will not include interest. The Adviser’s recovery is limited to the lesser of the expense limitation at the time of the waiver and the time of recapture. During the October 31, 2023 fiscal year, the Adviser recouped from the Third Avenue Value Fund’s Institutional Class previous fee reductions in an amount equal to 0.01%.

Portfolio Managers

The Statement of Additional Information (“SAI”) provides additional information about the Portfolio Managers’ compensation, additional accounts that they manage, and ownership of shares in the Fund(s) they manage. Each of the Portfolio Managers are also supported by Third Avenue’s securities analysts.

MANAGEMENT OF THE FUNDS

Matthew Fine, CFA

Mr. Fine is the Portfolio Manager of the Third Avenue Value Fund and was the Portfolio Manager of the Third Avenue International Value Fund prior to its reorganization into the Third Avenue Value Fund. Mr. Fine also serves as a member of Third Avenue’s Management Committee.

Mr. Fine joined Third Avenue in 2000 and began working with Third Avenue’s international team in an effort to identify investment opportunities in the wake of the Argentine crisis of 2001. He was promoted to Senior Research Analyst in 2008 and became Portfolio Manager of the Third Avenue International Value Fund in 2014. Mr. Fine assumed portfolio management responsibilities for the Third Avenue Value Fund and related portfolios in 2017. During his career, he has accumulated extensive global investment experience across developed and developing markets throughout North America, Latin America, Europe and Asia.

Mr. Fine holds a B.A. in Economics from Hamilton College. He is a member of The Economic Club of New York and a member of the Board of Trustees of Suffield Academy, where he serves as Chairman of the Investment Committee. Mr. Fine is a CFA Charterholder, and a member of the New York Society of Security Analysts.

Victor Cunningham, CFA

Mr. Cunningham is the Portfolio Manager of the Third Avenue Small-Cap Value Fund. Prior to rejoining Third Avenue in 2017, Mr. Cunningham was a Portfolio Manager with Third Avenue from 2013 to 2016. He initially joined Third Avenue in 2012.

From 2005 to 2011, Mr. Cunningham was founder and owner of Lucid Asset Management, where he spent six years running his own long-only value fund catering to high net worth individuals and institutions. Prior to forming Lucid, Mr. Cunningham spent five years as the Research Director at Olstein Funds.

Mr. Cunningham holds an M.B.A. in Finance from the University of Notre Dame and a B.S. in Accounting from Fairfield University. He is a CFA Charterholder and an (inactive) Certified Public Accountant and is a member of the New York Society of Security Analysts.

Jason Wolf, CFA

Mr. Wolf has been a Portfolio Manager of the Third Avenue Real Estate Value Fund since September 2010 and has been involved with the Fund since he joined Third Avenue in 2004. Mr. Wolf also co-manages the Third Avenue Real Estate Opportunities Fund and the Third Avenue Real Estate Value Fund UCITS. Mr. Wolf also serves as a member of Third Avenue’s Management Committee. Previously, Mr. Wolf was an analyst of U.S. real estate equity securities for European Investors Inc. and U.S. debt securities with Moody’s. Before joining Moody’s he worked in direct real estate investment and management at Viceroy Investments and Trammel Crow Realty Advisors in Dallas.

Mr. Wolf has a B.B.A. in Finance and Real Estate from Southern Methodist University. He is a CFA Charterholder and is a member of the New York Society of Security Analysts.

Ryan Dobratz, CFA

Mr. Dobratz has been a Portfolio Manager of the Third Avenue Real Estate Value Fund since 2013. He has been involved with the Fund since he joined Third Avenue in 2006 and also co-manages the Third Avenue Real Estate Opportunities Fund and the Third Avenue Real Estate Value Fund UCITS and serves as a member of Third Avenue’s Management Committee. Previously, Mr. Dobratz was a research analyst at Morningstar where he was the primary analyst on several North American real estate investment trusts, real estate holding companies and homebuilders.

Mr. Dobratz holds an M.B.A. with distinction and a B.S. with honors in Business Administration from the University of Missouri. He also studied at the Imperial College of Science and Technology in London, England. He is a CFA Charterholder and is a member of the CFA Society of Austin.

Quentin Velleley, CFA

Quentin Velleley, CFA, is a Portfolio Manager to the Third Avenue International Real Estate Value Fund, which he has led since 2014. In November 2020 Mr. Velleley joined Third Avenue, along with the Fund’s transfer from REMS Group, where he was Chief Investment Officer and Portfolio Manager. Mr. Velleley has more than 20 years of experience in global real estate analysis, and prior to joining REMS he was a Director for Citigroup Global Markets where he was a senior member of the global real estate equity research team since 2005. Earlier in his career Mr. Velleley gained experience in commercial real estate corporate finance and consulting.

Mr. Velleley has a B.A. from the University of Melbourne, Australia, and a B.B Property from RMIT University, Australia. He is a CFA Charterholder and is a member of the CFA Society of Austin.

SHAREHOLDER GUIDE

HOW TO CHOOSE A SHARE CLASS

Investors can choose from among three classes of shares of a Fund: Investor Class, Institutional Class and Z Class. As described above, the classes differ to the extent they bear certain class specific minimums and expenses. When choosing a share class, it is important to consider your method of investing, directly with a Fund or through certain broker-dealers or other financial intermediaries, the amount you plan to invest and the expenses of each class.

Investor Class

The minimum initial investment for this class is $2,500. The Investor Class shares have no up-front sales charges or deferred sales charges. Your entire purchase price is invested in Fund shares at the net asset value (“NAV”) per share of the Investor Class. Shareholders in the Investor Class shares also pay distribution (12b-1) fees of 0.25%. See “Distribution (12b-1) Fees” in this Prospectus.

Institutional Class

The minimum initial investment for this class is $10,000. Institutional Class shares have no up-front sales charges or deferred sales charges. Your entire purchase price is invested in Fund shares at the NAV per share of the Institutional Class. Shareholders in the Institutional Class shares do not pay any distribution (12b-1) fees. Shareholders in the Fund who owned shares as of December 30, 2009, and who continue to hold shares (“Original Institutional Class Shareholders”), will hold Institutional Class shares regardless of their account size and are entitled to make additional purchases of, and to reinvest dividends and distributions in, Institutional Class shares with respect to their existing accounts in these Funds. Institutional Class shares may be offered without regard to the minimum initial investment requirement to investors purchasing such shares through qualified plans, wrap fee accounts or other fee-based programs.

Z Class

The minimum initial investment for this class is $25,000, and $5,000 for IRA accounts. Z Class shares have no up-front sales charges or deferred sales charges. Your entire purchase price is invested in Fund shares at the NAV per share of Z Class. Shareholders in Z Class shares do not pay any distribution (12b-1) or service fees. In addition, the Funds will not make any shareholder servicing, sub-transfer agency or administrative or recordkeeping payments. Z Class shares may be offered without regard to the minimum initial investment requirement to investors purchasing such shares through qualified plans, wrap fee accounts or other fee-based programs.

Converting from one share Class to another share Class

If the current market value of your account in the Investor Class is at least $10,000, you may elect to convert that account from Investor Class to Institutional Class shares of the same Fund on the basis of relative NAVs. If the current market value of your account in the Institutional or Investor Class is at least $25,000 ($5,000 for IRA accounts), you may elect to convert that account from the Investor Class or Institutional Class to Z Class shares of the same Fund on the basis of relative NAVs. Converting between share classes may not be available at certain financial intermediaries, or there may be additional costs associated with this exchange charged by your financial intermediary. Because the NAV per share of each share class may be higher or lower than that of the share class at the time of conversion, a shareholder may receive a different number of shares than the number of shares converted, although the total dollar value will be the same. You may convert between share classes by calling Third Avenue Funds at (800) 443-1021 or your financial intermediary if you hold your investment in the Fund through a financial intermediary.

If the current market value of your Institutional Class shares account declines to less than $10,000 due to a redemption or exchange, we may convert your Institutional Class shares into Investor Class shares of the same Fund on the basis of relative NAVs. A shareholder may receive a different number of Investor Class shares than the number of Institutional Class shares converted, although the total dollar value will be the same. A Fund may also redeem your shares if your account balance falls below a certain amount. See “Redemption by the Funds” in this Prospectus. If you are one of the Original Institutional Class Shareholders, your account is exempt from this conversion.

If the current market value of your Z Class shares account declines to less than $25,000 due to a redemption or exchange, we may convert your Z Class shares into Institutional Class shares of the same Fund on the basis of relative NAVs. A shareholder may receive a different number of Institutional Class shares than the number of Z Class shares converted, although the total dollar value will be the same. A Fund may also redeem your shares if your account balance falls below a certain amount. See “Redemption by the Funds” in this Prospectus.

A conversion from one share Class to another share Class of the same Fund initiated by the shareholder, or from one share Class to another share Class of the same Fund pursuant to the preceding paragraphs should generally not be a taxable exchange for federal income tax purposes.

Investing Through an Intermediary

If you invest through a third party such as a bank, broker-dealer, trust company or other financial intermediary, rather than directly with a Fund, certain purchase and redemption policies, fees, and minimum investment amounts may differ from those described in this Prospectus, including possible fees for Original Institutional Class Shareholders purchasing additional shares. A Fund may also participate in programs with national brokerage firms that limit or eliminate a shareholder’s transaction fees, and the Investor Class shares may pay fees to these firms in return for services provided by these programs to shareholders.

The Adviser or its affiliates may pay certain costs of marketing the Funds or otherwise in connection with the sale or retention of shares (out of their own resources and not as an expense of a Fund). The Adviser or its affiliates may also share with affiliated or unaffiliated financial intermediaries certain marketing expenses or pay for the opportunity to distribute the Funds; sponsor informational meetings, seminars and client awareness events; support marketing materials or business building programs; or pay third parties in connection with marketing to financial intermediaries. Such payments may provide incentives for financial intermediaries to make shares of the Funds available to their customers, and may result in the Funds having greater access to such parties and their customers than would be the case if no payments were made. These payment arrangements will not change the price an investor pays for shares of a Fund or the amount that the Fund receives to invest on behalf of the investor. You may wish to inquire whether such arrangements exist when purchasing or selling or evaluating any recommendations to purchase or sell shares of the Funds through any intermediary. In addition, for Investor or Institutional Class shares, the Adviser or its affiliates may also pay amounts to third parties, including brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries for providing recordkeeping, subaccounting, transaction processing and other administrative services, and a portion of these payments may be borne by the Funds. The amount of any of these payments is determined from time to time by the Adviser and may differ among such financial intermediaries.

Distribution (12b-1) Fees

The Funds have adopted a Distribution Plan (the “Plan”) for the Investor Class shares that allows the Investor Class to pay fees for selling and distributing its shares to its respective shareholders. The Plan permits the Investor Class to pay a 0.25% distribution (12b-1) fee. These fees are in addition to those described in the preceding section. The Plan provides that distribution fees may be paid to the Distributor to cover the Investor Class’ sales, marketing, and promotional expenses. Because these distribution fees are deducted from the net assets of the Investor Class on an ongoing basis, they will have the effect of increasing the cost of your investment the longer you hold it and will result in lower total returns than an investment in the Institutional Class or Z Class shares of a Fund.

HOW TO PURCHASE SHARES

Price of Shares

The price of a Fund’s shares is based on its NAV. Each Fund values its assets, based on current market values when such values are available. The NAV per share of each Fund is calculated as follows:

Each Fund’s NAV per share is calculated once daily as of the close of regular trading on the Exchange (typically 4:00 p.m., Eastern Time (“ET”)) on each business day (i.e., a day that the Exchange is open for business). The Exchange is generally open on Monday through Friday, except national holidays. The price at which a purchase, redemption or exchange is effected is based on the next calculation of NAV after the order is received in good form by an authorized financial institution or the transfer agent, plus any applicable sales charges.

Each Fund’s equity securities listed on any national or foreign exchange market system will be valued at the last sale price. Equity securities traded in the over-the-counter market are valued at their closing sale or official closing price. If there were no transactions on that day, securities traded principally on an exchange will be valued at the mean of the last bid and ask prices prior to the market close. Prices for equity securities normally are supplied by an independent pricing service approved by the Board of Trustees. The valuations of securities that trade principally on a foreign market that closes before the time as of which each Fund calculates its NAV will generally be based on an adjusted fair value price furnished by an independent pricing service as of the time NAV is calculated. Fixed income securities are valued based on market quotations, which are furnished by an independent pricing service. Certain fixed income securities may be valued based upon appraisals received from a pricing service using a computerized matrix system or based upon appraisals derived from information concerning the security or similar securities received from a recognized dealer or dealers in those securities. The amortized cost method of valuation may be used to value fixed income securities with 60 days or less remaining until maturity, so long as such amortized cost method approximates fair value. Any assets held by a Fund that are denominated in foreign currencies are valued daily in U.S. dollars at the foreign currency exchange rates that are prevailing at the time that a Fund determines the daily NAV per share. Foreign securities may trade on weekends or other days when a Fund does not calculate NAV. As a result, the market value of these investments may change on days when you cannot buy or sell shares of a Fund. Investments in any mutual fund are valued at their respective NAVs as determined by those mutual funds each business day (which may use fair value pricing as disclosed in their prospectuses).

Securities that do not have a readily available current market value are valued in good faith by the Adviser as “valuation designee” under the oversight of the Trust’s Board of Trustees. The Adviser has adopted written policies and procedures for valuing securities and other assets in circumstances where market quotes are not readily available. In the event that market quotes are not readily available, and the security or asset cannot be valued pursuant to one of the aforementioned valuation methods, the value of the security or asset will be determined in good faith by the Adviser pursuant to its policies and procedures. On a quarterly basis, the Adviser’s fair valuation determinations will be reviewed by the Trust’s Board of Trustees. The Adviser’s policy is intended to result in a calculation of the Fund’s NAV that fairly reflects security or asset values as of the time of pricing. However, fair values for a security or asset determined pursuant to the Adviser’s policies and procedures may not accurately reflect the price that the Fund could obtain if it were to dispose of that security or asset as of the time of pricing.

Market quotes are considered not readily available in circumstances where there is an absence of current or reliable market-based data (e.g., trade information, bid/asked information, broker quotes), including where events occur after the close of the relevant market, but prior to the close of the Exchange, that materially affect the values of the Fund’s securities or assets. In addition, market quotes are considered not readily available when, due to extraordinary circumstances, an exchange or market on which a security trades does not open for trading for the entire day and no other market prices are available. The Adviser as valuation designee will monitor for significant events that may materially affect the values of the Fund’s securities or assets and for determining whether the value of the applicable securities or assets should be re-evaluated in light of such significant events.

Purchasing Shares

The Funds are open for business each day the New York Stock Exchange (“NYSE”) is open for trading. Investor, Institutional or Z Class shares of a Fund can be purchased either directly from the Fund, or through certain broker-dealers or financial intermediaries as described above, so long as they have an agreement with the Distributor, the Fund and/or the Adviser. To purchase Investor, Institutional or Z Class shares from a broker-dealer, the broker-dealer must be a bank or a member of the Financial Industry Regulatory Authority. You may or may not need to complete and sign an account application when purchasing through a broker-dealer or financial intermediary, depending on its arrangements with the Funds. The Funds generally will not accept new account applications to establish an account with a non-U.S. address (Army post office/Fleet post office and U.S. territories are acceptable) or for a non-resident alien. The Funds reserve the right to reject any purchase order. To purchase Investor, Institutional or Z Class shares directly from a Fund, you need to complete and sign a New Account Application (the “Application”) and send it, together with your payment for the shares, to the Fund’s transfer agent, BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon Investment Servicing” or the “transfer agent”). See below for mailing instructions. Alternatively, you may complete the online version of the application by visiting our web site, www.thirdave.com.

Assuming BNY Mellon Investment Servicing or the Funds properly act on telephone or Internet instructions and follow reasonable procedures to protect against unauthorized transactions, neither BNY Mellon Investment Servicing nor the Funds will be responsible for any losses due to telephone or Internet transactions. You may be responsible for any fraudulent telephone or Internet order as long as BNY Mellon Investment Servicing or the Funds take reasonable measures to verify the order.

Paying for Shares

When purchasing shares directly from a Fund, you may pay by check payable to that particular Fund. The Funds will only accept checks drawn in U.S. currency on a domestic bank. Starter checks on newly established bank accounts will not be accepted. The Funds will not accept any of the following cash equivalents: money orders, travelers checks, cashier checks, bank checks, official checks and treasurers checks, foreign bank drafts, payable through checks or third-party checks, or other third party transactions. You will be charged (minimum of $20) for any check used for the purchase of Fund shares that is returned unpaid. If you purchase Fund shares by check, you may not receive redemption proceeds until there is a reasonable belief that the check has cleared, which may take up to fifteen calendar days after the purchase date. For shares purchase by Automated Clearing House (ACH), you will not receive your proceeds until payment for such shares has been received by the Fund, it may take up to 15 days for the Fund to receive payment from an ACH transaction. If you purchase shares through a broker-dealer or other financial intermediary, they are responsible for forwarding or arranging payment promptly. The Funds reserve the right to cancel any purchase order, and will do so, under ordinary circumstances, within 48 hours of receipt of the order. In the interest of economy and convenience to investors, the Funds no longer issue certificates representing Fund shares.

Paying for Shares by Mail

Initial Payments

If you are sending documents via U.S. mail, initial payments, together with your Application, should be sent to:

Third Avenue Funds

c/o BNY Mellon Investment Servicing

P.O. Box 534466

Pittsburgh, PA 15253-4466

or via express delivery, registered or certified mail to:

Third Avenue Funds

c/o BNY Mellon Investment Servicing

Attention: 534466

500 Ross Street, 154-0520

Pittsburgh, PA 15262

Additional Payments

If you are sending documents via U.S. mail, additional payments, together with the payment stub from your account statement, should be sent to:

Third Avenue Funds

c/o BNY Mellon Investment Servicing

P.O. Box 534466

Pittsburgh, PA 15253-4466

or via express delivery, registered or certified mail to:

Third Avenue Funds

c/o BNY Mellon Investment Servicing

Attention: 534466

500 Ross Street, 154-0520

Pittsburgh, PA 15262

If your request to purchase, sell or exchange shares is received in correct form, by the close of the NYSE (normally 4pm ET), your transaction will be priced at that business day’s NAV. If your request is received in correct form after the close of the NYSE, your transaction will be priced at the next business day’s NAV.

Paying for Shares by Wire

For All Initial and Additional Payments

Please contact BNY Mellon Investment Servicing at (800) 443-1021 for current wire instructions.

Prior to sending a wire, please notify BNY Mellon Investment Servicing at (800) 443-1021, to insure proper credit to your account.

Heavy wire traffic over the Federal Reserve System may delay the arrival of purchase orders made by wire. Your bank may charge a wire fee.

Telephone purchase orders will only be accepted from financial institutions that have been approved previously by the Funds or the Adviser, or by investors who have established ACH capabilities for an account.

Automated Clearing House (ACH) Purchase

Shareholders may purchase shares directly through the Funds’ website at www.thirdave.com. To choose this option, complete the Online Account Access section of the Application or make arrangements in writing. Only bank accounts held at domestic institutions that are ACH members may be used for Internet transactions. If your request to purchase, sell or exchange shares is received in correct form, by the close of the NYSE (normally 4pm ET), your transaction will be priced at that business day’s NAV. If your request is received in correct form after the close of the NYSE, your transaction will be priced at the next business day’s NAV.

Shares purchased via ACH will not be available for redemption until payment for such shares is received by the Fund, it may take up to 15 days for the Fund to receive payment from an ACH transaction. The Fund may alter, modify or terminate the Internet purchase option at any time.

Automatic Investment Plan

You may open an automatic investment plan for additional purchases. The automatic investment plan provides a convenient method to have monies deducted directly from your bank account for investment in a Fund. The automatic investment plan can be initiated by calling BNY Mellon Investment Servicing at (800) 443-1021.

Minimum Investments

The minimum initial investment for the Investor Class of each Fund is $2,500 for a regular account and an IRA. The minimum initial investment for the Institutional Class of each Fund is $10,000. The minimum initial investment for Z Class of each Fund is $25,000 and $5,000 for IRA accounts. Additional investments for any class of each Fund must be at least $1,000 for a regular account and $200 for an IRA, unless you use the Funds’ Automatic Investment Plan. Under this plan, a predetermined amount, selected by you, will be deducted from your checking account. Additional investments under this plan are subject to a monthly minimum of $200. The Automatic Investment Plan option may be elected on the Application.

Transactions made through your broker-dealer or other financial intermediary may be subject to charges imposed by the broker-dealer or financial intermediary, who may also impose higher initial or additional amounts for investment than those established by the Funds. At the sole discretion of the Funds, the initial and any additional investment minimums may be waived for certain investors.

Individual Retirement Accounts

If you want to set up an IRA, you may obtain a Fund IRA Application and additional required forms by contacting BNY Mellon Investment Servicing at (800) 443-1021, or on the Funds’ website at www.thirdave.com. The account will be maintained by the custodian, BNY Mellon Investment Servicing Trust Company, which currently charges your account an annual maintenance fee of $20 per Fund. Fees are subject to change. Annual maintenance fees will automatically be deducted from the IRA account, unless a check for the fees is received by BNY Mellon Investment Servicing prior to December 15th of each year.

You may request distributions from your IRA via telephone. Distributions that would be accepted by means of a recorded phone conversation will include normal distributions (you have reached age 59 1/2) or premature distributions (before you reach age 59 1/2, with no known exceptions). Please be advised premature distributions from your retirement accounts may be subject to a 10% penalty from the Internal Revenue Service. For more information please contact BNY Mellon Investment Servicing at (800) 443-1021 or contact your tax advisor.

Other Retirement Plans

If you are self-employed, you may be able to purchase shares of the Funds through tax-deductible contributions to retirement plans for self-employed persons, known as Keogh Plans. However, the Funds do 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 their compensation for investment on a tax-deferred basis until distributions are made. However, the Funds do not currently act as a sponsor or administrator for such plans.

HOW TO REDEEM SHARES

General

You may redeem your shares on any day during which the NYSE is open for trading, either directly from a Fund or through certain broker-dealers or other financial intermediaries. Fund shares will be redeemed at the NAV next calculated after your order is received in good order by a Fund or through certain broker-dealers or other financial intermediaries, so long as they have an agreement with the Distributor, the Fund and/or the Adviser. 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. You can redeem less than all of your shares, but if you retain shares with a value below a minimum amount, your account may be closed at the discretion of the Adviser. See “Redemption by the Funds.”

By Mail

If you are sending documents via U.S. mail, send a written request, together with any share certificates that have been issued, to:

Third Avenue Funds

c/o BNY Mellon Investment Servicing

P.O. Box 534466

Pittsburgh, PA 15253-4466

If you are sending documents via express delivery, registered or certified mail, send a written request, together with any share certificates that have been issued, to:

Third Avenue Funds

c/o BNY Mellon Investment Servicing

Attention: 534466

500 Ross Street, 154-0520

Pittsburgh, PA 15262

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

Telephone and Internet Redemptions

You may redeem shares by telephone or Internet by electing this service on the Application. You may thereafter redeem shares by telephone by calling BNY Mellon Investment Servicing at (800) 443-1021. You may redeem shares online by accessing your Third Avenue Funds account at www.thirdave.com. Transactions may be made on any business day until the close of the NYSE, normally 4:00 p.m., ET.

Redemption proceeds will be mailed to your address of record, or, if previously established, sent to your bank account via wire or ACH.

The Funds and BNY Mellon Investment Servicing will not be liable for following telephone or Internet instructions reasonably believed to be genuine. In this regard, BNY Mellon Investment Servicing will require personal identification information before accepting a telephone or Internet redemption order.

Please contact your broker-dealer or other financial intermediary for information on how to redeem your shares through them. A shareholder may incur a brokerage fee for such a transaction, no part of which is received by the Adviser or the Funds.

Important Note: If you do not want telephone or internet liquidation privileges to apply to your account, you can elect to opt out on your application or contact BNY Mellon Investment Servicing at (800) 443-1021.

Fees

The transfer agent currently charges a wire fee of $9 for payment of redemption proceeds by federal funds wire. The transfer agent will automatically deduct the wire fee from the redemption proceeds. Broker-dealers handling redemption transactions generally may charge a service fee.

Redemption by the Funds

The Funds have the right to redeem your shares at current NAV at any time and without prior notice if and to the extent that such redemption is necessary to reimburse a Fund for any loss sustained by reason of your failure to make full payment for shares of the Fund you previously purchased or subscribed for. Each Fund reserves the right to redeem a shareholder account, other than an IRA account (after 30 days’ prior written notice and the opportunity to re-establish the account balance), when the market value of the Fund’s shares in the account falls, due to redemptions or exchanges, below $500 with respect to Investor Class shares of each Fund (except for IRAs), $2,500 with respect to Institutional Class shares of each Fund (except for Original Institutional Class Shareholders, which must only maintain a $500 minimum investment), or $5,000 with respect to Z Class shares of each Fund. Whether the Trust will exercise the right to redeem shareholder accounts will be determined by Trust management on a case-by-case basis.

Payment of Redemption Proceeds

A Fund will usually make payment for redemptions of Fund shares within one business day, but not later than seven calendar days, after receipt of a redemption request. You should note that you may not receive redemption proceeds of recently purchased Fund shares that have been paid for by check or ACH until there is a reasonable belief that the payment has cleared, which may take up to fifteen calendar days after the purchase date.

Under normal circumstances, each Fund expects to meet redemption requests by using cash it holds in its portfolio or selling portfolio securities to generate cash. Each Fund also reserves the right to pay redemption proceeds in securities rather than cash (i.e., “redeem in kind”), to the extent the composition of the Fund’s investment portfolio enables it to do so. Generally, a redemption in-kind may be made under the following circumstances: (1) the Adviser determines that a redemption in-kind (i) is more advantageous to the Fund (e.g., due to advantageous tax consequences or lower transaction costs) than selling/purchasing portfolio securities, (ii) will not favor the redeeming shareholder to the detriment of any other shareholder or the Fund and (iii) is in the best interests of the Fund; (2) to manage liquidity risk (i.e., the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund); (3) in stressed market conditions; or (4) subject to the approval of the Fund’s board in other circumstances identified by the Adviser. Securities distributed in connection with any such redemption in-kind are expected to generally represent your pro rata portion of assets held by the Fund immediately prior to the redemption, with adjustments as may be necessary in connection with, for example, certain derivatives, restricted securities, odd lots or fractional shares. Any securities distributed in-kind will remain exposed to market risk until sold, and you may incur transaction costs and taxable gain when selling the securities.

Each Fund has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which such 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 NAV of such Fund at the beginning of such period. Should a redemption exceed such limitation, a Fund may deliver, in lieu of cash, readily marketable securities from its portfolio. The securities delivered will be selected at the sole discretion of such Fund, will not necessarily be representative of the entire portfolio and may be securities which the Fund would otherwise sell, such as certain derivatives, restricted securities, odd lots and fractional shares may not be distributed to shareholders. The redeeming shareholder will usually incur brokerage costs in converting the securities to cash. 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.

Wired Proceeds

If you request payment of redemption proceeds by wire transfer, payment will be transmitted only on days that commercial banks are open for business and only to the bank and account previously authorized by you on your application or separate signature guaranteed letter of instruction. Neither the Funds, nor the transfer agent, will be responsible for any delays in wired redemption proceeds due to heavy wire traffic over the Federal Reserve System.

Signature Guarantees/Other Documents

The Funds may require additional documentation for the redemption of corporate, partnership or fiduciary accounts, or medallion signature guarantees for certain types of transfer requests, or account registration changes. A medallion signature guarantee helps protect against fraud. A medallion signature guarantee is required if the redemption exceeds $100,000, the address of record has changed within the past 30 days, or the proceeds are to be paid to a person or payee which is different from the address or payee information the Fund has on record. When the Funds require a signature guarantee, a medallion signature must be provided. A medallion signature guarantee may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, saving association or other financial institution that is participating in a medallion program recognized by the Securities Transfer Association. The three recognized medallion programs are: (i) Securities Transfer Agents Medallion Program (STAMP), (ii) Stock Exchanges Medallion Program (SEMP) and (iii) New York Stock Exchange, Inc., Medallion Signature Program (MSP). Signature guarantees from a financial institution that does not participate in one of these programs may not be accepted. Call Third Avenue Funds toll-free at (800)-443-1021 for further information on obtaining a proper medallion signature guarantee.

Escheatment of Shares to State

If no activity occurs in your account within the time period specified by applicable state law, the assets in your account may be considered abandoned and transferred (also known as “escheated”) to the appropriate state regulators. The escheatment time period varies by state.

Systematic Withdrawal Plan - For Investor Class only

If you own or are purchasing shares of any Fund having a current value of at least $10,000, you may participate in a Systematic Withdrawal Plan. This plan provides for automatic redemption of at least $100 monthly, quarterly, semi-annually, or annually. You may establish a Systematic Withdrawal Plan by sending a letter to BNY Mellon Investment Servicing. Notice of all changes concerning the Systematic Withdrawal Plan must be received by BNY Mellon Investment Servicing 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 BNY Mellon Investment Servicing at (800) 443-1021.

Frequent Trading

The Funds are intended for long-term investors and not for those who wish to trade frequently in their shares. The Funds discourage frequent purchases and redemptions of Fund shares and will not knowingly accommodate frequent trading in Fund shares. The Board of Trustees of the Trust has adopted policies and procedures designed to prevent frequent trading in Fund shares, commonly referred to as “market timing,” because such activities are disruptive to the management of a Fund’s portfolio, and may increase Fund expenses and negatively affect a Fund’s performance. The Funds believe that excessive short-term trading of Fund shares creates risks for the Funds and their long-term shareholders, including interference with efficient portfolio management, increased administrative and brokerage costs, and dilution in the value of their shares from traders seeking short-term profits from market momentum, time-zone arbitrage and other timing strategies.

The procedures of the Funds require that the Adviser monitor the trading activities of Fund accounts on a regular basis. If the Adviser determines, in its sole discretion, that an account shows a pattern of excessive trading and/or excessive exchanging among the Funds, it will then review the account’s activities and will bar the shareholder from future purchases, including purchases by exchange. Each Fund reserves the right to refuse a purchase order (including an order placed as part of an exchange) for any reason, including if the Adviser believes, in its sole discretion, that a shareholder is engaging in short-term trading activities that may be harmful to the Fund and its shareholders. Transactions accepted by a financial intermediary from a shareholder who has previously been barred from future purchases are not deemed accepted by the Funds and may be cancelled or revoked by the Funds. In the event that any purchase order is refused or revoked, the purchase price will be refunded as soon as possible.

The Funds monitor activity at the omnibus level in order to try to identify unusual trading patterns that may indicate short-term trading by individual accounts within the omnibus account. If the Funds do identify such activity, the Funds may instruct the intermediary to code the individual account “Redemption Only.” If the Funds determine that an account, plan or intermediary may not be acting properly to prevent short-term trading, the Funds have the right to access information about beneficial shareholder transactions in accounts held through omnibus accounts, benefit plans or other intermediaries and intend to do so. Utilizing these information rights will assist the Funds in preventing short-term trading, assessing redemption fees and administering or revoking waivers, although there is always some risk that a shareholder acting through such an intermediary might be able to engage in short-term trading to the detriment of the Fund without having to pay a redemption fee.

To assist in discouraging attempts to arbitrage pricing of securities, the Trust has retained a third-party provider that, under certain circumstances, applies a statistical model to provide fair value pricing for certain equity securities. See “How to Purchase Shares-Price of Shares” above.

HOW TO EXCHANGE SHARES

Inter-Fund Exchange Privilege

You may exchange shares of a class of one Fund of the Trust for shares of the same class of another Fund of the Trust, in writing or by telephone, at NAV without the payment of any fee or charge. An exchange is considered a sale of shares and may result in capital gain or loss for federal and state income tax purposes.

If you want to use this exchange privilege, you should elect the service on your Application.

If the Funds or their designees receive exchange instructions in writing, by telephone at (800) 443-1021, or by Internet at www.thirdave.com in good order by the valuation time on any business day, the exchange will be effected that day.

General information about TAXES

Each shareholder and prospective investor’s particular tax situation is unique, and, therefore, the tax information in this Prospectus is provided only for general information purposes and only for U.S. taxpayers and should not be considered as tax advice or relied on by a shareholder or prospective investor.

General. Each Fund has elected to be treated, has qualified and intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. If a Fund so qualifies and distributes each year to its shareholders at least 90% of its investment company taxable income, such Fund will not be required to pay federal income taxes on any income it distributes to shareholders. As a regulated investment company, a Fund is not allowed to utilize any net operating loss realized in a taxable year in computing investment company taxable income in any prior or subsequent taxable year. As more fully described in the SAI, a Fund is allowed to carry forward certain capital losses. If a Fund distributes less than an amount equal to the sum of 98% of its ordinary income and 98.2% of its capital gain net income, and all of any ordinary income and net capital gain from previous years that was not distributed and upon which no tax was paid, then such Fund will be subject to a non-deductible 4% excise tax on the undistributed amounts. Each Fund expects to distribute substantially all of its investment company taxable income and net capital gains at least annually.

Distributions. Distributions from investment company taxable income, which includes short-term capital gains, are subject to tax as ordinary income. A portion of these distributions may constitute “qualified dividend income” to individual shareholders, and corporate shareholders may be able to claim the corporate dividends received deduction with regard to a portion of such distributions. Distributions of net long-term capital gain are subject to tax as a long-term capital gain regardless of the length of time you have held Fund shares.

If a Fund’s distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, to the extent of each shareholder’s basis in a Fund’s shares but will reduce each shareholder’s cost basis in a Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold. If the return of capital distribution exceeds a shareholder’s cost basis, the excess amount will be capital gain, assuming you held your shares as a capital asset, and will be long-term or short-term capital gain depending on how long you have held your Fund shares.

Each Fund will notify you of the tax status of ordinary income distributions and capital gain distributions after the end of each calendar year. Shareholders automatically reinvesting distributions in the form of additional shares of the same class of the Fund will generally be treated for federal income tax purposes in the same manner as if they had received a cash distribution and will have a cost basis for federal income tax purposes in each share received equal to the NAV of a share of a Fund on the date of distribution.

If you purchase shares at a time when a Fund has recognized income or capital gains which have not yet been distributed, the subsequent distribution may result in taxable income to you even though such distribution may be, for you, the economic equivalent of a return of capital. Unless you are investing through a tax-deferred retirement account (such as a 401(k) or an IRA), you should consider avoiding a purchase of a Fund’s shares shortly before the Fund makes a distribution, because making such a purchase can increase your taxes and the cost of the shares. This is known as “buying a dividend”. For example: On December 15, you invest $5,000, buying 250 shares for $20 each. If the Fund pays a distribution of $1 per share on December 16, its share price will drop to $19 (not counting market change). You still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares x $1 = $250 in distributions), but you owe tax on the $250 distribution you received — even if you reinvest it in more shares and have to pay the tax due on the dividend without receiving any cash to pay the taxes. To avoid “buying a dividend”, check the Fund’s distribution schedule before you invest.

Sales or Exchange of Shares. You will generally recognize taxable gain or loss on a sale, exchange or redemption of shares in an amount equal to the difference between the amount received and your cost basis in such shares. This gain or loss will generally be capital and will be long-term capital gain or loss if the shares were held for more than one year. Any loss recognized by shareholders upon a taxable disposition of shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends received with respect to such shares. A loss realized on the disposition of shares of a Fund will be disallowed to the extent identical (or substantially identical) shares are acquired, or received through reinvesting dividends and capital gains distributions in a Fund, in a 61-day period beginning 30 days before and ending 30 days after the date of such disposition. In that event, the basis of the replacement shares of a Fund will be adjusted to reflect the disallowed loss. You should be aware that an exchange of shares in a Fund for shares in another Fund is treated for federal income tax purposes as a sale and a purchase of shares, which may result in recognition of a gain or loss and be subject to federal income tax.

Medicare Contribution Tax. A U.S. person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will generally be subject to a 3.8% tax on the lesser of (1) the U.S. person’s “net investment income” (which generally includes dividend income and capital gains distributions from the Fund and net gains from the disposition of Fund shares) for the relevant taxable year and (2) the excess of the U.S. person’s modified adjusted gross income for the taxable year over $200,000 for U.S. individuals ($250,000, if married and filing jointly and $125,000 if married and filing separately).

Backup Withholding. A Fund may be required to withhold U.S. federal income tax on all taxable distributions and sales payable to shareholders who fail to provide 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. Investors should be sure to provide this information when they complete the Application. The current backup withholding rate is 24%. Backup withholding is not an additional tax. Any amount withheld from payments made to you may be refunded or credited against your U.S. federal income tax liability.

Non-U.S. Shareholders. The Funds are required to withhold U.S. tax (at a 30% rate) on certain payments of dividends and redemption proceeds made to certain non-U.S. entities that do not qualify for reduced withholding rates under a treaty and fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Funds to enable the Funds to determine whether withholding is required. This Prospectus does not discuss the U.S. or foreign country tax consequences of an investment by a non-U.S. shareholder in a Fund. Non-U.S. shareholders are urged and advised to consult their own tax advisers as to the U.S. and foreign country tax consequences of an investment in a Fund.

State and Local Income Taxes. This Prospectus does not discuss the state and local tax consequences of an investment in a Fund. You are urged and advised to consult your own tax adviser concerning state and local taxes, which may have different consequences from those of the federal income tax laws.

Basis Reporting and Holding Periods. A shareholder is responsible for tracking the tax basis and holding periods of the shareholder’s shares in a Fund for federal income tax purposes. However, RICs, such as the Funds, must report cost basis information to you and the Internal Revenue Service when a shareholder sells or exchanges shares that are not in a tax deferred retirement account. The Funds will permit shareholders to elect from among several IRS accepted cost basis methods.

SHAREHOLDER SERVICES

Each Fund provides you with helpful services and information about your account:

●

A confirmation after every transaction (other than certain dividends, distributions, and reinvestments, for which you receive a statement within ten days of the quarter end);

●

An annual account statement reflecting all transactions for the year;

●

Tax information mailed after the close of each calendar year;

●

Financial statements of the Fund, mailed at least twice a year;

●

Shareholder reports are published twice per year and shareholder letters are published four times a year. Both are made available at www.thirdave.com;

●

24-hour automatic voice response service; and

●

Online account access through the Funds’ web site: www.thirdave.com.

As noted on the front cover of this Prospectus, as permitted by regulations adopted by the Securities and Exchange Commission (“SEC”), paper copies of the Funds’ shareholder reports are no longer sent by mail, unless you specifically request paper copies of the reports from a Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports are made available on Third Avenue’s website www.thirdave.com/fund-literature, and you will be notified by mail each time a report is posted and provided with a website link to access the report. Please see the front cover of this Prospectus for more information.

The Funds pay for shareholder services but not for special services, such as requests for historical transcripts of accounts. BNY Mellon Investment Servicing currently charges $10 per year for duplication of historical account activity records, with a maximum fee of $100.

Distribution Options

You should specify on your Application how you wish to receive distributions. If no election is made on the Application, all distributions will automatically be reinvested in additional shares of that class of the Fund. Each Fund offers four options:

(1)

income dividends and capital gain distributions paid in cash;

(2)

income dividends paid in cash with capital gain distributions reinvested in additional shares of that class of the Fund;

(3)

income dividends reinvested with capital gain distributions paid in cash; or

(4)

both distributions automatically reinvested in additional shares of that class of the Fund.

Any distribution payments returned by the post office as undeliverable will be reinvested in additional shares of the same class of the applicable Fund at the NAV next determined.

Telephone Information

Your Account

Questions about your account, purchases, redemptions and distributions can be answered by BNY Mellon Investment Servicing Monday through Friday, 9:00 a.m. to 7:00 p.m., ET. Call toll free (800) 443-1021.

The Funds

Questions about the Funds and literature requests can be answered by the Funds’ telephone representatives Monday through Friday, 9:00 a.m. to 7:00 p.m., ET. Call toll free (800) 443-1021.

Transfer of Ownership

You may transfer Fund shares or change the name or form in which the shares are registered by writing to BNY Mellon Investment Servicing. The letter of instruction must clearly identify the account number, name(s) and number of shares to be transferred, and provide a certified taxpayer identification number by way of a completed new Application and 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 Medallion Guaranteed as described under “Signature Guarantees/Other Documents.”

Portfolio Holdings Disclosure

The Trust has adopted policies and procedures reasonably designed to prevent selective disclosure of the Funds’ portfolio holdings to third parties. Each Fund discloses its top ten portfolio holdings on a quarterly basis approximately 15 business days after quarter end by posting this information on its website and discloses substantially all of its portfolio holdings on a semi-annual basis through reports to shareholders or quarterly filings with the SEC within 60 days after fiscal quarter end. These disclosures are publicly available on an ongoing basis.

A description of the policies with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ SAI and on the Funds’ website at www.thirdave.com.

FINANCIAL HIGHLIGHTS

The following Financial Highlights tables are intended to help you understand each Fund’s financial performance for the periods shown. Investor Class shares of the Third Avenue International Real Estate Value Fund have not commenced operations as of the date of this prospectus, and therefore no financial highlight information is presented for that class. The financial information shown below for the Third Avenue International Real Estate Value Fund for fiscal years prior to October 31, 2021 is that of the Predecessor Fund. For the Funds, these tables reflect data for the last five fiscal years or since inception, if shorter. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). The Financial Highlights for the fiscal years included herein have been derived from financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose unqualified report on the October 31, 2023 financial statements appears in the Funds’ Annual Report to Shareholders. This information should be read in conjunction with the financial statements and accompanying notes appearing in the 2023 Annual Report to Shareholders, which is available upon request. Beginning with the fiscal year ended in 2021, the Third Avenue International Real Estate Value Fund’s fiscal year was changed from December 31 to October 31. The Financial Highlights for Third Avenue International Real Estate Value Fund for fiscal years prior to October 31, 2021 included herein have been derived from financial statements audited by the former independent registered public accounting firm of the Predecessor Fund.

Third Avenue Trust

Financial Highlights

Selected data (for a share outstanding throughout each period) and ratios are as follows:

	Third Avenue Value Fund
	Years Ended October 31,
	2023			2022			2021			2020			2019
Investor Class:
Net asset value, beginning of year	$	53.86		$	53.43		$	32.43		$	39.81		$	43.74
Income/(loss) from investment operations:
Net investment income^@		1.81			1.88	^{^}		0.61	^‡		0.01			0.55	⁺
Net gain/(loss) on investment transactions (both realized and unrealized)		5.66			0.28			20.60			(5.14	)		(2.94	)¹
Total from investment operations		7.47			2.16			21.21			(5.13	)		(2.39	)
Less dividends and distributions to shareholders:
Dividends from net investment income		(1.47	)		(0.40	)		(0.21	)		(0.86	)		(0.04	)
Distributions from net realized gain		(1.48	)		(1.33	)		-			(1.39	)		(1.50	)
Total dividends and distributions		(2.95	)		(1.73	)		(0.21	)		(2.25	)		(1.54	)
Net asset value, end of year	$	58.38		$	53.86		$	53.43		$	32.43		$	39.81
Total return²		14.15	%		4.35	%		65.61	%		(13.89	)%		(5.32	)%
Ratios/Supplemental Data:
Net assets, end of year (in thousands)	$	18,765		$	11,235		$	9,735		$	5,237		$	6,966
Ratio of expenses to average net assets
Before fee waivers/expense offset arrangement		1.47	%		1.47	%		1.47	%		1.52	%		1.51	%
After fee waivers/expense offset arrangement^3,#		1.45	%⁴		1.45	%⁵		1.45	%⁴		1.40	%		1.40	%
Ratio of net investment income to average net assets		2.94	%		3.41	%^{^}		1.19	%^‡		0.03	%		1.35	%⁺
Portfolio turnover rate		16	%		30	%		18	%		22	%		25	%

1	Includes redemption fees of less than $0.01 per share.

Performance figures reflect fee waivers, expense offset arrangement and/or recovery of previously waived fees, when applicable. Past performance is no guarantee of future results. Total return would have been lower if the Adviser had not waived certain expenses. Conversely, total return would have been higher if the Adviser had not recovered previously waived expenses. Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period and is not annualized.

3	As a result of an expense limitation, the ratio of expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary items) to average net assets will not exceed 1.40%.

4	The Fund incurred interest expense. For the years ended October 31, 2023 and October 31, 2021, if interest expense had not been incurred, the ratios of operating expenses to average net assets would have been 1.40%

5	The Fund incurred interest and excise tax expenses. For the year ended October 31, 2022, if interest and excise tax expenses had not been incurred, the ratio of operating expenses to average net assets would have been 1.40%.

^	Investment income per share reflects special dividends received during the period which amounted to $0.26 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 2.93%.

‡	Investment income per share reflects special dividends received during the period which amounted to $0.41 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 0.39%.

+	Investment income per share reflects a special dividend received during the period which amounted to $0.37 per share. Excluding the special dividends, the ratio of net investment income to average net assets would have been 0.44%.

@	Calculated based on the average number of shares outstanding during the year.

#	The Adviser waived a portion of its fees.

Third Avenue Trust

Financial Highlights

Selected data (for a share outstanding throughout each period) and ratios are as follows:

	Third Avenue Value Fund
	Years Ended October 31,
	2023			2022			2021			2020			2019
Institutional Class:
Net asset value, beginning of year	$	53.79		$	53.40		$	32.40		$	39.82		$	43.81
Income/(loss) from investment operations:
Net investment income^@		1.51			1.40	^{^}		0.66	^‡		0.10			0.64	⁺
Net gain/(loss) on investment transactions (both realized and unrealized)		6.10			0.89			20.64			(5.12	)		(2.95	)¹
Total from investment operations		7.61			2.29			21.30			(5.02	)		(2.31	)
Less dividends and distributions to shareholders:
Dividends from net investment income		(1.71	)		(0.57	)		(0.30	)		(1.01	)		(0.18	)
Distributions from net realized gain		(1.48	)		(1.33	)		-			(1.39	)		(1.50	)
Total dividends and distributions		(3.19	)		(1.90	)		(0.30	)		(2.40	)		(1.68	)
Net asset value, end of year	$	58.21		$	53.79		$	53.40		$	32.40		$	39.82
Total return²		14.45	%		4.62	%		66.02	%		(13.66	)%		(5.10	)%
Ratios/Supplemental Data:
Net assets, end of year (in thousands)	$	642,983		$	583,136		$	591,858		$	408,449		$	627,511
Ratio of expenses to average net assets
Before fee waivers/expense offset arrangement		1.20	%		1.22	%		1.22	%		1.27	%		1.23	%
After fee waivers/expense offset arrangement³		1.20	%^4,†		1.20	%^5,#		1.21	%^4,#		1.15	%^#		1.15	%^#
Ratio of net investment income to average net assets		2.48	%		2.62	%^{^}		1.32	%^‡		0.30	%		1.57	%⁺
Portfolio turnover rate		16	%		30	%		18	%		22	%		25	%

1	Includes redemption fees of less than $0.01 per share.

3	As a result of an expense limitation, the ratio of expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary items) to average net assets will not exceed 1.15%.

4	The Fund incurred interest expense. For the years ended October 31, 2023 and October 31, 2021, if interest expense had not been incurred, the ratios of operating expenses to average net assets would have been 1.15%.

5	The Fund incurred interest and excise tax expenses. For the year ended October 31, 2022, if interest and excise tax expenses had not been incurred, the ratio of operating expenses to average net assets would have been 1.15%.

^	Investment income per share reflects special dividends received during the period which amounted to $0.26 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 2.14%.

‡	Investment income per share reflects special dividends received during the period which amounted to $0.40 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 0.52%.

+	Investment income per share reflects a special dividend received during the period which amounted to $0.37 per share. Excluding the special dividends, the ratio of net investment income to average net assets would have been 0.66%.
†	The Adviser recovered a portion of its previously waived fees.

@	Calculated based on the average number of shares outstanding during the year.

#	The Adviser waived a portion of its fees.

Third Avenue Trust

Financial Highlights

Selected data (for a share outstanding throughout each period) and ratios are as follows:

	Third Avenue Value Fund Years Ended October 31,
	2023			2022			2021			2020			2019
Z Class:
Net asset value, beginning of year	$	53.81		$	53.41		$	32.40		$	39.84		$	43.84
Income/(loss) from investment operations:
Net investment income^@		1.68			1.45	^{^}		0.71	^±		0.10			0.70	^‡
Net gain/(loss) on investment transactions (both realized and unrealized)		5.98			0.90			20.64			(5.09	)		(2.96	)¹
Total from investment operations		7.66			2.35			21.35			(4.99	)		(2.26	)
Less dividends and distributions to shareholders:
Dividends from net investment income		(1.76	)		(0.62	)		(0.34	)		(1.06	)		(0.24	)
Distributions from net realized gain		(1.48	)		(1.33	)		-			(1.39	)		(1.50	)
Total dividends and distributions		(3.24	)		(1.95	)		(0.34	)		(2.45	)		(1.74	)
Net asset value, end of year	$	58.23		$	53.81		$	53.41		$	32.40		$	39.84
Total return²		14.56	%		4.75	%		66.19	%		(13.59	)%		(4.99	)%
Ratios/Supplemental Data:
Net assets, end of year (in thousands)	$	3,690		$	2,179		$	2,059		$	1,232		$	2,626
Ratio of expenses to average net assets
Before fee waivers/expense offset arrangement		1.14	%		1.16	%		1.16	%		1.15	%		1.12	%
After fee waivers/expense offset arrangement^3,#		1.11	%⁴		1.11	%⁵		1.11	%⁴		1.05	%		1.05	%
Ratio of net investment income to average net assets		2.75	%		2.71	%^{^}		1.42	%^±		0.31	%		1.71	%^‡
Portfolio turnover rate		16	%		30	%		18	%		22	%		25	%

1	Includes redemption fees of less than $0.01 per share.

3	As a result of an expense limitation, the ratio of expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary items) to average net assets will not exceed 1.05%.

4	The Fund incurred interest expense. For the years ended October 31, 2023 and October 31, 2021, if interest expense had not been incurred, the ratios of operating expenses to average net assets would have been 1.05%.

5	The Fund incurred interest and excise tax expenses. For the year ended October 31, 2022, if interest and excise tax expenses had not been incurred, the ratio of operating expenses to average net assets would have been 1.05%.

^	Investment income per share reflects special dividends received during the period which amounted to $0.26 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 2.23%.

±	Investment income per share reflects special dividends received during the period which amounted to $0.40 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 0.62%.

‡	Investment income per share reflects a special dividend received during the period which amounted to $0.37 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 0.80%.

@	Calculated based on the average number of shares outstanding during the year.

#	The Adviser waived a portion of its fees.

Third Avenue Trust

Financial Highlights

Selected data (for a share outstanding throughout each period) and ratios are as follows:

	Third Avenue Small-Cap Value Fund
	Years Ended October 31,
	2023			2022			2021			2020			2019
Investor Class:
Net asset value, beginning of year	$	19.63		$	21.11		$	14.94		$	18.83		$	20.04
Income/(loss) from investment operations:
Net investment income/(loss)^@		0.04			(0.01	)		(0.05	)		(0.06	)		(0.13	)
Net gain/(loss) on investment transactions (both realized and unrealized)		0.66			0.25			6.48			(2.40	)		0.97	¹
Total from investment operations		0.70			0.24			6.43			(2.46	)		0.84
Less dividends and distributions to shareholders:
Dividends from net investment income		-			-			-			-			-
Distributions from net realized gain		(0.99	)		(1.72	)		(0.26	)		(1.43	)		(2.05	)
Total dividends and distributions		(0.99	)		(1.72	)		(0.26	)		(1.43	)		(2.05	)
Net asset value, end of year	$	19.34		$	19.63		$	21.11		$	14.94		$	18.83
Total return²		3.84	%		1.23	%		43.47	%		(14.33	)%		6.12	%
Ratios/Supplemental Data:
Net assets, end of year (in thousands)	$	3,191		$	2,814		$	3,222		$	2,195		$	3,176
Ratio of expenses to average net assets
Before fee waivers/expense offset arrangement		1.50	%		1.57	%		1.52	%		1.58	%		1.64	%
After fee waivers/expense offset arrangement^3,#		1.40	%		1.40	%		1.40	%		1.40	%		1.40	%
Ratio of net investment income/(loss) to average net assets		0.22	%		(0.03	)%		(0.24	)%		(0.37	)%		(0.73	)%
Portfolio turnover rate		21	%		17	%		20	%		37	%		21	%

1	Includes redemption fees of less than $0.01 per share.

3	As a result of an expense limitation, the ratio of expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary items) to average net assets will not exceed 1.40%.

@	Calculated based on the average number of shares outstanding during the year.

#	The Adviser waived a portion of its fees.

Third Avenue Trust

Financial Highlights

Selected data (for a share outstanding throughout each period) and ratios are as follows:

	Third Avenue Small-Cap Value Fund
	Years Ended October 31,
	2023			2022			2021			2020			2019
Institutional Class:
Net asset value, beginning of year	$	20.22		$	21.66		$	15.29		$	19.20		$	20.34
Income/(loss) from investment operations:
Net investment income/(loss)^@		0.10			0.04			0.02			(0.02	)		(0.09	)
Net gain/(loss) on investment transactions (both realized and unrealized)		0.67			0.26			6.61			(2.46	)		1.00	¹
Total from investment operations		0.77			0.30			6.63			(2.48	)		0.91
Less dividends and distributions to shareholders:
Dividends from net investment income		(0.03	)		(0.02	)		-			-			-
Distributions from net realized gain		(0.99	)		(1.72	)		(0.26	)		(1.43	)		(2.05	)
Total dividends and distributions		(1.02	)		(1.74	)		(0.26	)		(1.43	)		(2.05	)
Net asset value, end of year	$	19.97		$	20.22		$	21.66		$	15.29		$	19.20
Total return²		4.11	%		1.51	%		43.79	%		(14.15	)%		6.40	%
Ratios/Supplemental Data:
Net assets, end of year (in thousands)	$	158,156		$	164,493		$	170,187		$	132,303		$	191,280
Ratio of expenses to average net assets
Before fee waivers/expense offset arrangement		1.25	%		1.25	%		1.24	%		1.29	%		1.34	%
After fee waivers/expense offset arrangement^3,#		1.15	%		1.15	%		1.15	%		1.15	%		1.15	%
Ratio of net investment income/(loss) to average net assets		0.49	%		0.22	%		0.08	%		(0.12	)%		(0.48	)%
Portfolio turnover rate		21	%		17	%		20	%		37	%		21	%

1	Includes redemption fees of less than $0.01 per share.

3	As a result of an expense limitation, the ratio of expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary items) to average net assets will not exceed 1.15%.

@	Calculated based on the average number of shares outstanding during the year.

The Adviser waived a portion of its fees.

Third Avenue Trust

Financial Highlights

Selected data (for a share outstanding throughout each period) and ratios are as follows:

	Third Avenue Small-Cap Value Fund Years Ended October 31,
	2023			2022			2021			2020			2019
Z Class:
Net asset value, beginning of year	$	20.31		$	21.75		$	15.33		$	19.22		$	20.35
Income/(loss) from investment operations:
Net investment income/(loss)^@		0.12			0.06			0.03			0.00	^*		(0.07	)
Net gain/(loss) on investment transactions (both realized and unrealized)		0.67			0.26			6.65			(2.46	)		0.99	¹
Total from investment operations		0.79			0.32			6.68			(2.46	)		0.92
Less distributions to shareholders:
Dividends from net investment income		(0.05	)		(0.04	)		-			-			-
Distributions from net realized gain		(0.99	)		(1.72	)		(0.26	)		(1.43	)		(2.05	)
Total dividends and distributions		(1.04	)		(1.76	)		(0.26	)		(1.43	)		(2.05	)
Net asset value, end of year	$	20.06		$	20.31		$	21.75		$	15.33		$	19.22
Total return²		4.21	%		1.61	%		44.00	%		(14.03	)%		6.45	%
Ratios/Supplemental Data:
Net assets, end of year (in thousands)	$	981		$	672		$	648		$	331		$	431
Ratio of expenses to average net assets
Before fee waivers/expense offset arrangement		1.18	%		1.19	%		1.17	%		1.20	%		1.24	%
After fee waivers/expense offset arrangement^3,#		1.05	%		1.05	%		1.05	%		1.05	%		1.05	%
Ratio of net investment income/(loss) to average net assets		0.58	%		0.30	%		0.15	%		(0.02	)%		(0.38	)%
Portfolio turnover rate		21	%		17	%		20	%		37	%		21	%

Includes redemption fees of less than $0.01 per share.

Performance figures reflect fee waivers, expense offset arrangement and/or recovery of previously waived fees, when available. Past performance is no guarantee of future results. Total return would have been lower if the Adviser had not waived certain expenses. Conversely, total return would have been higher if the Adviser had not recovered previously waived expenses. Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period and is not annualized.

As a result of an expense limitation, the ratio of expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary items) to average net assets will not exceed 1.05%.

*	Amount less than $(0.01).

@	Calculated based on the average number of shares outstanding during the year.

#	The Adviser waived a portion of its fees.

Third Avenue Trust

Financial Highlights

Selected data (for a share outstanding throughout each period) and ratios are as follows:

	Third Avenue Real Estate Value Fund Years Ended October 31,
	2023			2022			2021			2020			2019
Investor Class:
Net asset value, beginning of year	$	19.69		$	28.57		$	19.60		$	28.79		$	28.66
Income/(loss) from investment operations:
Net investment income^@		0.13	^		0.03	^‡		0.05	^±		0.08			0.11
Net gain/(loss) on investment transactions (both realized and unrealized)		(0.44	)		(6.51	)		9.07			(4.77	)		2.66	¹
Total from investment operations		(0.31	)		(6.48	)		9.12			(4.69	)		2.77
Less dividends and distributions to shareholders:
Dividends from net investment income		(0.11	)		(0.08	)		(0.15	)		(0.22	)		(0.36	)
Distributions from net realized gain		(1.45	)		(2.32	)		-			(4.28	)		(2.28	)
Total dividends and distributions		(1.56	)		(2.40	)		(0.15	)		(4.50	)		(2.64	)
Net asset value, end of year	$	17.82		$	19.69		$	28.57		$	19.60		$	28.79
Total return²		(2.09	)%		(24.84	)%		46.75	%		(19.37	)%		10.94	%
Ratios/Supplemental Data:
Net assets, end of year (in thousands)	$	17,903		$	22,268		$	36,975		$	45,401		$	110,912
Ratio of expenses to average net assets
Before fee waivers/expense offset arrangement		1.45	%		1.44	%		1.43	%		1.47	%		1.45	%
After fee waivers/expense offset arrangement^3,#		1.40	%		1.40	%		1.40	%		1.40	%		1.40	%
Ratio of net investment income to average net assets		0.65	%^		0.12	%^‡		0.21	%^±		0.35	%		0.39	%
Portfolio turnover rate		8	%		12	%		9	%		34	%		22	%

1	Includes redemption fees of less than $0.01 per share.

Performance figures reflect fee waivers, expense reimbursements, expense offset arrangement and/or recovery of previously waived fees, when applicable. Past performance is no guarantee of future results. Total return would have been lower in certain periods if the Adviser had not waived certain fees or reimbursed certain expenses. Conversely, total return would have been higher in certain periods if the Adviser had not recovered previously waived fees or reimbursed expenses. Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period and is not annualized.

3	As a result of an expense limitation, the ratio of expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary items) to average net assets will not exceed 1.40%.
^	Investment income per share reflects a special dividend received during the period which amounted to $0.03 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 0.51%.

^‡	Investment income per share reflects a special dividend received during the period which amounted to $0.05 per share. Excluding the special dividend, the ratio of net investment income/(loss) to average net assets would have been (0.10%).

^±	Investment income per share reflects a special dividend received during the period which amounted to $0.09 per share. Excluding the special dividend, the ratio of net investment income/(loss) to average net assets would have been (0.13%).

@	Calculated based on the average number of shares outstanding during the year.

#	The Adviser waived a portion of its fees.

Third Avenue Trust

Financial Highlights

Selected data (for a share outstanding throughout each period) and ratios are as follows:

	Third Avenue Real Estate Value Fund Years Ended October 31,
	2023			2022			2021			2020			2019
Institutional Class:
Net asset value, beginning of year	$	19.79		$	28.71		$	19.72		$	28.98		$	28.88
Income/(loss) from investment operations:
Net investment income^@		0.18	^		0.09	^‡		0.13	^±		0.17			0.18
Net gain/(loss) on investment transactions (both realized and unrealized)		(0.43	)		(6.53	)		9.09			(4.82	)		2.67	¹
Total from investment operations		(0.25	)		(6.44	)		9.22			(4.65	)		2.85
Less dividends and distributions to shareholders:
Dividends from net investment income		(0.18	)		(0.16	)		(0.23	)		(0.33	)		(0.47	)
Distributions from net realized gain		(1.45	)		(2.32	)		-			(4.28	)		(2.28	)
Total dividends and distributions		(1.63	)		(2.48	)		(0.23	)		(4.61	)		(2.75	)
Net asset value, end of year	$	17.91		$	19.79		$	28.71		$	19.72		$	28.98
Total return²		(1.82	)%		(24.64	)%		47.05	%		(19.14	)%		11.21	%
Ratios/Supplemental Data:
Net assets, end of year (in thousands)	$	231,769		$	277,923		$	434,586		$	391,651		$	863.328
Ratio of expenses to average net assets
Before fee waivers/expense offset arrangement		1.19	%		1.18	%		1.16	%		1.18	%		1.17	%
After fee waivers/expense offset arrangement^3,#		1.15	%		1.15	%		1.15	%		1.15	%		1.15	%
Ratio of net investment income to average net assets		0.91	%^		0.37	%^‡		0.52	%^±		0.77	%		0.65	%
Portfolio turnover rate		8	%		12	%		9	%		34	%		22	%

1	Includes redemption fees of less than $0.01 per share.

3	As a result of an expense limitation, the ratio of expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary items) to average net assets will not exceed 1.15%.
^	Investment income per share reflects a special dividend received during the period which amounted to $0.03 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 0.77%.

^‡	Investment income per share reflects a special dividend received during the period which amounted to $0.05 per share. Excluding the special dividend, the ratio of net investment income/(loss) to average net assets would have been 0.16%.

^±	Investment income per share reflects a special dividend received during the period which amounted to $0.09 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 0.18%.

@	Calculated based on the average number of shares outstanding during the year.

#	The Adviser waived a portion of its fees.

Third Avenue Trust

Financial Highlights

Selected data (for a share outstanding throughout each period) and ratios are as follows:

	Third Avenue Real Estate Value Fund Years Ended October 31,
	2023			2022			2021			2020			2019
Z Class:
Net asset value, beginning of year	$	19.77		$	28.68		$	19.70		$	28.98		$	28.90
Income/(loss) from investment operations:
Net investment income^@		0.20	^		0.11	^‡		0.16	^±		0.22			0.20
Net gain/(loss) on investment transactions (both realized and unrealized)		(0.43	)		(6.51	)		9.07			(4.85	)		2.67	¹
Total from investment operations		(0.23	)		(6.40	)		9.23			(4.63	)		2.87
Less dividends and distributions to shareholders:
Dividends from net investment income		(0.21	)		(0.19	)		(0.25	)		(0.37	)		(0.51	)
Distributions from net realized gain		(1.45	)		(2.32	)		-			(4.28	)		(2.28	)
Total dividends and distributions		(1.66	)		(2.51	)		(0.25	)		(4.65	)		(2.79	)
Net asset value, end of year	$	17.88		$	19.77		$	28.68		$	19.70		$	28.98
Total return²		(1.73	)%		(24.55	)%		47.21	%		(19.09	)%		11.30	%
Ratios/Supplemental Data:
Net assets, end of year (in thousands)	$	8,041		$	14,198		$	31,033		$	29,855		$	55,147
Ratio of expenses to average net assets
Before fee waivers/expense offset arrangement		1.11	%		1.10	%		1.08	%		1.08	%		1.05	%
After fee waivers/expense offset arrangement³		1.05	%^#		1.05	%		1.05	%		1.05	%		1.05	%
Ratio of net investment income to average net assets		1.04	%^		0.45	%^‡		0.63	%^±		0.97	%		0.73	%
Portfolio turnover rate		8	%		12	%		9	%		34	%		22	%

1	Includes redemption fees of less than $0.01 per share.

Performance figures may reflect fee waivers, expense offset arrangement and/or recovery of previously waived fees, when applicable. Past performance is no guarantee of future results. Total return would have been lower if the Adviser had not waived certain expenses. Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period and is not annualized.

3	As a result of an expense limitation, the ratio of expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary items) to average net assets will not exceed 1.05%.
^	Investment income per share reflects a special dividend received during the period which amounted to $0.03 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 0.90%.

^‡	Investment income per share reflects a special dividend received during the period which amounted to $0.05 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 0.23%.

^±	Investment income per share reflects a special dividend received during the period which amounted to $0.09 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been 0.29%.

@	Calculated based on the average number of shares outstanding during the year.

#	The Adviser waived a portion of its fees.

Third Avenue Trust

Financial Highlights

Selected data (for a share outstanding throughout each period) and ratios are as follows:

	Third Avenue International Real Estate Value Fund
	Year Ended October 31,			Year Ended October 31,			Period from January 1, 2021 through October 31,			Years Ended December 31,
	2023			2022			2021*			2020			2019			2018
Institutional Class:
Net asset value, beginning of year/period	$	10.56		$	13.70		$	11.93		$	11.80		$	9.85		$	11.72
Income/(loss) from investment operations:
Net investment income^@		0.42	^		0.22	^‡		0.16	⁺		0.12			0.12			0.22
Net gain/(loss) on investment transactions (both realized and unrealized)		(0.18	)		(3.05	)		1.61			0.46	¹		1.99	¹		(0.91	)¹
Total from investment operations		0.24			(2.83	)		1.77			0.58			2.11			(0.69	)
Less dividends and distributions to shareholders:
Dividends from net investment income		(0.22	)		(0.31	)		-			(0.45	)		-			(0.23	)
Distributions from net realized gain		-			-			-			-			(0.16	)		(0.95	)
Total dividends and distributions		(0.22	)		(0.31	)		-			(0.45	)		(0.16	)		(1.18	)
Net asset value, end of year/period	$	10.58		$	10.56		$	13.70		$	11.93		$	11.80		$	9.85
Total Return²		2.12	%		(21.14	)%		14.84	%³		4.89	%		21.48	%		(5.85	)%
Ratios/Supplemental Data:
Net assets, end of year/period (in thousands)	$	29,045		$	12,074		$	13,466		$	10,672		$	73,585		$	53,596
Ratio of expenses to average net assets
Before fee waivers/expense offset arrangement		1.72	%		1.59	%		2.08	%⁴		1.69	%⁵		1.67	%⁵		1.47	%⁵
After fee waivers/expense offset arrangement		1.00	%⁶		1.00	%⁶		1.00	%^4,6		1.03	%⁷		1.19	%⁷		0.68	%⁷
Ratio of net investment income to average net assets		3.68	%^		1.79	%^‡		1.44	%^4,+		1.17	%		1.15	%		1.85	%
Portfolio turnover rate		10	%		29	%		35	%³		47	%		34	%		53	%

1	Includes redemption fees of less than $0.01 per share.

Performance figures reflect fee waivers, expense offset arrangement and/or recovery of previously waived fees, when applicable. Past performance is no guarantee of future results. Total return would have been lower if the Adviser had not waived certain expenses. Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period and is not annualized.

3	Not annualized.

4	Annualized.

5	Ratio of total expenses before management fee waivers and reimbursements, excluding proxy costs and dividend and interest expenses, would have been 1.66%, 1.48% and 1.43% for the years ended December 31, 2020 through December 31, 2018, respectively.

6	As a result of an expense limitation, the ratio of expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary items) to average net assets will not exceed 1.00%.

7	Ratio of total expenses net of management fee waivers and reimbursements, excluding proxy costs and dividend and interest expenses, would have been 1.00%, 1.00% and 0.63% for the years ended December 31, 2020 through December 31, 2018, respectively.

*	The Third Avenue International Real Estate Value Fund changed its fiscal year end from 12/31 to 10/31 and is reflecting operations beginning on January 1, 2021.

^{^}	Investment income per share reflects special dividends received during the period which amounted to $0.13 per share. Excluding the special dividends, the ratio of net investment income to average net assets would have been 2.55%.

^@	Calculated based on the average number of shares outstanding during the period.

^‡	Investment income per share reflects a special dividend received during the period which amounted to $0.02 per share. Excluding the special dividend, the ratio of net investment income/(loss) to average net assets would have been 1.62%.

⁺	Investment income per share reflects special dividends received during the year which amounted to $0.03 per share. Excluding the special dividends, the ratio of net investment income to average net assets would have been 1.16%.

Third Avenue Trust

Financial Highlights

Selected data (for a share outstanding throughout each period) and ratios are as follows:

	Third Avenue International Real Estate Value Fund
	Year Ended October 31, 2023			Year Ended October 31, 2022			Period from January 1, 2021 through October 31, 2021*			Year Ended December 31, 2020			Year Ended December 31, 2019			Period from April 20, 2018 (commencement of investment operations) through December 31, 2018
Z Class:
Net asset value, beginning of year/period	$	10.91		$	14.15		$	12.32		$	11.93		$	9.96		$	12.01
Income/(loss) from investment operations:
Net investment income^@		0.39	^		0.23	^‡		0.16	⁺		0.13			0.13			0.15
Net gain/(loss) on investment transactions (both realized and unrealized)		(0.14	)		(3.16	)		1.67			0.46			2.00	¹		(1.14	)
Total from investment operations		0.25			(2.93	)		1.83			0.59			2.13			(0.99	)
Less dividends and distributions to shareholders:
Dividends from net investment income		(0.23	)		(0.31	)		-			(0.20	)		-			(0.11	)
Distributions from net realized gain		-			-			-			-			(0.16	)		(0.95	)
Total dividends and distributions		(0.23	)		(0.31	)		-			(0.20	)		(0.16	)		(1.06	)
Redemption Fees		-			-			-			-			-	**		-
Net asset value, end of year/period	$	10.93		$	10.91		$	14.15		$	12.32		$	11.93		$	9.96
Total Return²		2.12	%		(21.17	)%		14.85	%³		4.98	%		21.44	%		(8.15	)%³
Ratios/Supplemental Data:
Net assets, end of year/period (in thousands)	$	26,527		$	27,303		$	35,209		$	28,709		$	16,248		$	11,160
Ratio of expenses to average net assets
Before fee waivers/expense offset arrangement		1.64	%		1.52	%		2.07	%⁴		1.59	%⁵		1.59	%⁵		1.40	%^4,5
After fee waivers/expense offset arrangement		1.00	%⁶		1.00	%⁶		1.00	%^4,6		1.03	%⁷		1.19	%⁷		0.73	%^4,7
Ratio of net investment income to average net assets		3.30	%^		1.80	%^‡		1.47	%^4,+		1.17	%		1.15	%		1.79	%⁴
Portfolio turnover rate		10	%		29	%		35	%³		47	%		34	%		53	%³

1	Includes redemption fees of less than $0.01 per share.

Performance figures reflect fee waivers, expense offset arrangement and/or recovery of previously waived fees, when applicable. Past performance is no guarantee of future results. Total return would have been lower if the Adviser had not waived certain expenses. Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period and is not annualized.

3	Not annualized.

4	Annualized.

5	Ratio of total expenses before management fee waivers and reimbursements, excluding proxy costs and dividend and interest expenses, would have been 1.56%, 1.39% and 1.36% for the years ended December 31, 2020 through December 31, 2019 and for the period April 20, 2018 through December 31, 2018.

6	As a result of an expense limitation, the ratio of expenses (exclusive of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary items) to average net assets will not exceed 1.00%.

7	Ratio of total expenses net of management fee waivers and reimbursements, excluding proxy costs and dividend and interest expenses, would have been 1.00%, 1.00% and 0.68% for the years ended December 31, 2020 through December 31, 2019 and for the period April 20, 2018 through December 31, 2018.

*	The Third Avenue International Real Estate Value Fund changed its fiscal year end from 12/31 to 10/31 and is reflecting operations beginning on January 1, 2021.
**	Amount less than $0.01.
^	Investment income per share reflects special dividends received during the period which amounted to $0.13 per share. Excluding the special dividends, the ratio of net investment income to average net assets would have been 2.17%.
@	Calculated based on the average number of shares outstanding during the period.

‡	Investment income per share reflects a special dividend received during the period which amounted to $0.02 per share. Excluding the special dividend, the ratio of net investment income/(loss) to average net assets would have been 1.62%.

+	Investment income per share reflects special dividends received during the year which amounted to $0.03 per share. Excluding the special dividends, the ratio of net investment income to average net assets would have been 1.19%.

Third Avenue Funds

675 Third Avenue, Suite 2900-05

New York, NY 10017

Phone (212) 888-5222

Toll Free (800) 443-1021

www.thirdave.com

Investment Adviser

Third Avenue Management LLC

675 Third Avenue, Suite 2900-05

New York, NY 10017

FOR MORE INFORMATION

More information on the Third Avenue Funds is available free upon request, including the following:

●

Shareholder Reports — Additional information about the Funds’ investments is available in the Funds’ Annual and Semi-Annual Reports to Shareholders. The Funds’ Annual Report to Shareholders contains a discussion of the market conditions and investment strategies that significantly affected the Funds’ performances during the last fiscal year.

●

Statement of Additional Information (SAI) — The SAI provides more detailed information about the Funds, is on file with the SEC, and is incorporated by reference (is legally considered part of this Prospectus).

You can obtain the Funds’ SAI and Shareholder Reports without charge, upon request, and otherwise make inquiries to the Funds by writing or calling the Funds at 675 Third Avenue, Suite 2900-05, New York, NY 10017, (800) 443-1021 or (212) 888-5222.

The Funds’ Prospectus, SAI, Shareholder Reports and other additional information are available through the Funds’ website at www.thirdave.com.

Reports and other information about the Funds may be obtained, upon payment of a duplicating fee, by electronic request at the email address [email protected]. Reports and other information about the Funds are also available on the SEC’s Internet Web site http://www.sec.gov.

Third Avenue Trust’s SEC file number is 811-08039.