2014 TAM Annual and Shareholder Letters

THE POWER OF ORIGINAL THINKING
Third Avenue Funds

Portfolio Manager Commentary and Annual Report
ocTober 31, 2014
Third Avenue Value Fund

Third Avenue Small-cap Value Fund
Third Avenue real estate Value Fund
Third Avenue International Value Fund
Third Avenue Focused credit Fund
This booklet consists of two separate documents
T H I R D AV E N U E F U N D S
Portfolio Manager commentary

Chairmans Letter
Page 1
Third Avenue Value Fund (TAVFX, TVFVX)
Page 4
Third Avenue Small-Cap Value Fund (TASCX, TVSVX)
Page 10
Third Avenue Real Estate Value Fund (TAREX, TVRVX)
Page 14
Third Avenue International Value Fund (TAVIX, TVIVX)
Page 19
Third Avenue Focused Credit Fund (TFCIX, TFCVX)
Page 27
T H I R D AV E N U E F U N D S
Annual report
Page 1
Third Avenue Small-Cap Value Fund
Page 8
Third Avenue Real Estate Value Fund
Page 15
Page 22
Third Avenue Focused Credit Fund
Page 28
Statement of Assets and Liabilities
Page 38
Statement of Operations
Page 40
Statements of Changes in Net Assets
Page 42
Statement of Cash Flows
Page 44
Financial Highlights
Page 45
Notes to Financial Statements
Page 55
THIRD AVENUE FUNDS

Portfolio Manager Commentary
October 31, 2014
Letter from the Chairman

Dear Fellow Shareholders,
Inside
Portfolio Manager Commentary from
Page 4
Page 10
Page 14
Page 19
Page 27
Martin J. Whitman
Chairman of the Board
Efficient Market Theorists (EMTs) place a premium value on being ignorant about
companies and the securities the companies issue. Such EMTs include most financial
academics as well as promoters of Index Funds and Exchange Traded Funds (ETFs) such as
John C. Bogle, founder of the Vanguard Group. For these EMTs, research is restricted to
studying markets and security price fluctuations. To EMTs the study of companies and
securities is someone elses business.
For EMTs, trying to conduct research on companies and securities is a waste of time and
money. They believe that passive investors should hold funds having the lowest expense
ratios in the form of ETFs and Index Funds which do not have to bear the expense of
having to undertake fundamental research in depth.
To prove that fundamental research is useless for passive market participants, EMTs
correctly point out that no active investment vehicles (from Mutual Funds to ETFs)
outperform a market or benchmark consistently. Consistently is a dirty word meaning all
the time. Consistency is an absolutely phony test because it de facto imposes a short term
investment horizon. The most any active investor (or any investor for that matter) can
hope to achieve is to outperform (or at least equal the performance after fees) most of
the time, on average, and over the long term. Some mutual funds, such as those managed
by Third Avenue, are value funds where buy, sell and hold decisions are made based
almost wholly on examining in depth companies and the securities they issue. Other
mutual funds are run by high volume traders who place primary emphasis on forecasting
near term market movements and near term security prices. Many value funds, including
most of those managed by Third Avenue Management (TAM), do outperform most of the
time, on average, and over the long term as was demonstrated to investors at the October
2014 Third Avenue Value Conference. I do agree that the average mutual fund which
concentrates on forecasting markets and security prices probably has a very tough time
trying to outperform consistently. But those Funds are not TAM Funds.
An important factor that EMTs seem to miss completely is that the vast majority of Wall
Street analysis and Wall Street wealth derives from the fundamental in depth analysis of
companies and securities, not from the study of markets and securities prices. These
individuals and entities which focus on companies and securities include, beside Value
Investors, Active Investors, Control Investors, Distress Investors, Credit Analysts, and
promoters of pre Initial Public Offerings (IPOs) of Venture Capital undertakings. Certainly
4Q 2014 Third Avenue Funds Portfolio Manager Commentary

the vast majority of investment fortunes on Wall Street are made by promoters or investors who
focus on the in depth study and understanding of companies and the securities they issue, not by
passive traders.
If a passive investor wants to undertake an in depth analysis of individual companies and individual
securities, it has never been easier than it is now in 2014. Subsequent to the Securities Acts
Amendments of 1964, there has been a disclosure explosion in the US and also in Canada, the
United Kingdom, Hong Kong and much of Europe. It is now possible for an outsider to know more
about more companies than ever before and have the information be accurate. As evidence of this,
just look at the successful take-over of companies in hostile or semi-hostile changes of control since
the 1980s where having non-public information is a show-stopper.
For Third Avenue today, it is not so much about how we access the information available in the
public domain about the companies that we research, it is about our superior use of that
information to make buy, sell or hold decisions. Another differentiating factor to be a successful,
long term, value investor in equities as an analyst is to pay considerable attention to the creditworthiness of an individual issuer. This is something that seems alien to most EMTs; for example,
Modigilani, Miller and Merton were awarded Nobel Prizes for writing, in effect, about how important
it was to be indifferent to the quality of corporate balance sheets. In fact, the future is so
unpredictable that the value investor has to rely heavily on strong balance sheets of companies to
be able to survive through dangerous and unpredictable periods such as 2008 and 2009.
The problem with most financial academics is that they think efficient markets are all pervasive. That
is just not so. Efficient markets certainly do exist for market participants who operate without any
knowledge, or any interest, in understanding companies and the securities companies issue.
Efficient markets also exist for securities that can be analyzed by referring to only a very few
computer programmable variables. These securities are mostly sudden death securities such as
options, warrants and risk arbitrage where there will be relatively determinate work-outs in
relatively determinate periods of time, such as when a cash tender offer exists. The vast majority of
securities seem to exist in relatively inefficient markets, such as exist for long-term, value investors
dealing in markets characterized by the extreme short termism of market participants. The basic
problem with academics is that they take a special case, sudden death securities, and apply the
principles valid there to all securities. That is, of course, not unexpected for people trained only to
examine markets (not companies) and security price fluctuations (not securities).
While I think the concept of efficiency entails assuming the existence of a logical fair value price,
there are ways of explaining why inefficient pricing exists and persists. For example, today many
rapidly growing, blue chip Hong Kong listed equities of well financed companies, sell at 40% to 80%
discounts from readily ascertainable Net Asset Value (NAV) and two times to six times reported
earnings. It seems likely such huge discounts and low price-to-earnings ratios could not exist in the
Hong Kong market if there were any prospects in any of these companies for changes of control or
going private two resource conversion events.
One point about low turnover value mutual funds, such as those which are an integral part of TAM:
an investor ought to look at more than past performance. Importantly, what kind of protections do
funds, such as Third Avenue Value Fund provide against financial catastrophe? I think a lot. First, if
the Funds portfolio consists largely of the common stocks of well-financed companies, bad times

such as 2008 provide well-managed companies with opportunities to make highly attractive
acquisitions of companies and assets such as was the case, among others, for Brookfield Asset
Management and Wheelock & Company in 2008 and 2009. Second, most of the time, for most of
the common stocks of companies held in the portfolio of any mutual fund, NAV will be higher in
the next reporting period than it was in the prior period. This offers no guaranty of favorable
market price behavior for the mutual fund, but it may tend to put the long term odds in favor of
good fund stock price performance. Third, and most important, the Investment Company Act of
1940, as amended, provides more protection for Fund shareholders than I think does any other
set of regulations in the world. To summarize, important investment protections for fund investors
in Registered Investment Companies include the following:
o
As a practical matter, a mutual fund cannot borrow except in dire emergencies
The fund has to meet certain diversification requirements
Affiliated transactions are restricted
Fees are controlled, expenses are limited
Fund shareholders have the right to receive 100% of net income in annual cash payments
Note that the actual management of a value fund, rather than a high turnover trading fund, is
similar to the management of many non-trading hedge funds. The fees charged by value funds
tend to be only a fraction of the fees charged by hedge funds.
Finally, I think our readers might find it interesting to contrast what TAM does as a value manager
compared with venture capitalists that finance companies, both start-ups and existing businesses
pre IPO.
Value
Venture Capital
Easy for an outside investor to make an investment
Yes
Often No
Own a marketable, margin- eligible security
Yes
Usually No
Yes
No
No
Yes
Yes
No
Change of control or going private
Less likely
More likely
Growth prospects
Moderate
High
Wall Street sponsorship
No
Yes
Large promotional compensation
No
Yes
Very low
Very high
Attempts to buy in at 30%-80% discount to readily ascertainable

NAV in a growing business
Attempts to buy in at 80%-90% discount from estimated future
IPO price, or takeover price
Tend to be a solid business
Failure due to business risk
I shall write to you again when Third Avenue reports for the period to end January 31, 2015 are
published.
Sincerely Yours,
Martin J. Whitman
Chairman of the Board
T H I R D AV E N U E
Value Fund
OCTOBER 31, 2014


On October 16, 2014, Third Avenue hosted its 17th Annual Value Conference. I would like to
share some thoughts from a conversation that I had with our CEO, David Barse, which was
part of the formal presentation schedule.
Third Avenue Value Team

Chip Rewey, CFA
Lead Portfolio Manager
Michael Lehmann
Portfolio Manager
Yang Lie
Portfolio Manager
Vic Cunningham, CFA
Portfolio Manager
Andrea Sharkey, CFA
Research Analyst
Portfolio holdings are subject to change

without notice. The following is a list of
Third Avenue Value Funds 10 largest
issuers, and the percentage of the total
net assets each represented, as of
October 31, 2014:
Covanta Holding Corp., 6.07%; Bank Of
New York Mellon Corp., 5.43%; Cavco
Industries Inc., 5.27%; Total S.A., 4.18%;
Apache Corp., 4.04%; Comerica Inc.,
4.01%; POSCO, 3.90%; Daiwa Securities
Group Inc., 3.50%; Weyerhaeuser Co.,
3.46%; Devon Energy Corp., 3.45%
One of the questions related to how Third Avenue thinks about all the attention that passive
investing has garnered from the greater investment community recently. While clearly
market flows into ETFs have been robust, we believe that the risks of ETFs are not well
understood by the market, as it appears the galloping herd believes this passive strategy is
infallible. A five year bull market in which stocks moved in lockstep (i.e., high correlation) has
provided the perfect backdrop for this trend. Investor risk aversion falls during the good
times, fueling the mistaken assumption that a passive benchmark is a recommended
allocation of an investors capital, and that it is risk-free. We have a different view; the risks
to an investment exist in spite of them not being materialized. The benchmark is only riskfree in a relative world, i.e., relative to itself. At Third Avenue we ask the same question in
every market environment: what can potentially go wrong with an investment? We do this
because we are interested in long-term absolute investment performance. Well researched
active investing in a concentrated fashion can, and in the history of Third Avenue has,
produced investment outperformance over the long term. The value added by active
investing is the ability to own well researched concentrated positions, and not have to be
forced to own securities where you do not want to allocate your capital.
From a flows standpoint, passive strategies have seen relatively strong inflows. We believe
this rush to ETFs has lessened broader investor focus on similar and/or competing strategies
to our longer term focused funds. As fewer market participants take our longer-term view,
we suspect we will see even more long-term opportunities for investment, as short-term
swings are magnified by the herd rushing in the same direction. As we discuss later in this
letter, the volatility that we witnessed in the fourth fiscal quarter of 2014 provided the
opportunity for us to put our cash to work, in new names and in existing positions that had
sold off to attractive levels. The appraised net asset values (NAVs) of our companies, set
with a three to five year initial investment horizon, did not change through the general
market sell-off, and we moved against the herd to selectively increase Fund holdings and
opportunistically enter into new positions.
Another topic we covered during the conversation was where we are finding value in todays
markets and what themes we are pursuing. We do, to an extent, pursue investment themes
in our idea generation and portfolio construction. This is different from a macro view, and
more often than not, these themes are distilled from breaking down the investments that
our team currently finds attractive.
Value Fund
Thematic recognition, whether housing, timber or asset sensitive regional banks can lead to
additional investments, or finding a superior investment from the initial idea generation. For
example, our investment in Weyerhaeuser, the largest held position at Third Avenue, is
representative of our view of a strong US housing recovery, a view shared with and championed by
our Third Avenue Real Estate team. Weyerhaeuser provides a compelling, yet not obvious,
exposure to the US housing theme through its engineered wood products business, especially on
the heels of the Weyerhaeuser Real Estate Company (WRECO) split off . In addition to
Weyerhaeuser, our holdings in Canfor and Cavco Industries should benefit from a longer-term
recovery in US housing. Canfor and Cavco are two well-capitalized and attractively priced
companies involved in different points in the residential value chain. Cavco, a direct play on
housing, is the second largest US producer of manufactured homes. Canfor is an integrated forest
products company, focused primarily in lumber used to build houses. We started analyzing Canfor
when doing our research on Weyerheauser as it is a competitor, but found its old growth log
export market to Asia is very attractive.
Well capitalized, asset sensitive regional banks are another theme we are very bullish on today.
The problems that banks faced going into the financial crisis are now completely reversed. No
longer are banks full of troubled loans and facing liquidity problems. Now, banks are awash in
excess capital due to shifts in regulation, and are facing a tepid loan growth environment due to a
slower than historical economic recovery. Over time, we expect banks to better manage and
deploy this excess capital, which should be helped by improving loan growth and a steeper rate
curve that will once again provide a positive investment spread. Why regional banks? When we
compare regional banks to money center banks, we find that the former are more attractive based
on a price to tangible book basis with a better return profile, are very well capitalized and provide
downside protection through extremely strong balance sheets, as verified by their above average
performance in the stress tests. Comerica and KeyCorp, top holdings of the Fund, share positive
leverage to this theme.
As in the US housing and regional banks themes, it is typically the case that we find a basket of well
capitalized and attractively priced companies through which we incorporate our views or themes
in the portfolio. But in general we will work on and pass on many more stocks than we will ever
own. We do not look at this effort as fruitless, but rather as a benefit of building what we call our
institutional knowledge of a company and the industry in which it operates. Often, we find we like
the company and the industry, but the discount to our NAV is not compelling enough to merit a
buy decision at the current time. In this situation, we add the name to our formal watch list, with
the thought that all-else-equal, we would like to own the name at a better entry point. In fact, we
wrote about the importance of a patient buy decision in our last letter and the impact on
downside protection and eventual upside return. Thus, it should not come as a surprise to our
shareholders that over the quarter we have added to portfolio names on weakness, and we were
able to deploy capital into four new names. We acted opportunistically on a double digit stock
price decline from summer 2014 peaks on each individual buy. Three of these names came from
our watch list: Valmont, CBS Incorporated and Brookdale. It is worth noting that Brookdale was cosourced from our Real Estate team. General Motors was more an opportunistic buy, although as a
firm we have extensive knowledge of the automotive space and the name.
Value Fund
Pressing the Agricultural Theme with Valmont

The agricultural sector is another example of a fruitful area of idea generation for us over the past
few years. Due to weather-related factors, the supply trends have been all over the board, creating
high volatility in the stock prices of agriculture-related companies. The volatility in supply is
countered by a very strong and steady demand. World population and income levels are growing,
driving demand for beef and other protein products. As demand for protein grows, agricultural
demand grows with it. At Third Avenue, we are attracted to those situations. Short-term dislocations
can produce attractive prices, when the long-term trends are favorable. This means that on occasion
we have the opportunity to acquire shares at a discount from our conservatively estimated NAV in
the well capitalized companies that we consider to have the ability to compound their NAVs at
double digit rates over time. We believe this combination has the potential to generate attractive
returns for our shareholders.
We discussed our investment in AGCO, a manufacturer of agricultural equipment, in a recent
shareholder letter. Another twist on this theme is irrigation. The largest user of freshwater is
agriculture. Thus, irrigation demand is connected with the overall demand for food as the world
population grows. It is also driven by water scarcity. Only 2.5% of the total worldwide water supply is
fresh water and of that only 30% of fresh water is available to humans. Irrigation demand also stems
from (i) conversion from flood based to mechanized irrigation, (ii) replacement demand for parts,
and (iii) conversion of non-irrigated land. Mechanized irrigation can improve water application
efficiency by 40-90% over traditional irrigation methods such as drip. During the quarter, the Fund
acquired shares of Valmont Industries. Valmont is the leader in mechanized irrigation equipment
with 40% market share.
As a manufacturer of fabricated metal products, Valmont also makes poles, towers and other
structures used for utility transmission, outdoor lighting and wireless communication systems.
Valmonts utility business is also facing a supply/demand imbalance, similar to what we observe in
agriculture. While the utility business is facing short-term pressures on pricing, we are optimistic
about the longer-term prospects of this industry, given an aging electric power infrastructure in
North America and growth potential in developing countries. According to the US Department of
Energy, investment in electric transmission infrastructure declined from 1980-1999, while electricity
consumption increased by approximately 58%, resulting in increased grid congestion and power
outages, some of which were very disruptive (e.g., the August 2003 blackout in the Northeast and
rolling blackouts in California in 2001). Further, spending on transmission should be positively
impacted by the implementation of FERC Order 1000, a series of measures that requires planning for
the connection of renewable energy to the electric grid.
We were able to acquire shares of this well-capitalized, well-positioned company which has
compounded book value at nearly 16% over ten years, with our cost basis at a 12% discount to our
conservatively estimated NAV. The companys stock declined recently as a result of pricing pressure
in the utility segment and weaker irrigation demand after drought-induced record years in 20122013. Interestingly, during the quarter, one of Valmonts competitors in the utility structures
business was acquired by Trinity Industries. This could result in better supply/demand
characteristics, and in any case, demonstrates potential attractiveness in a resource conversion
scenario.
Value Fund
General Motors (GM): The Benefits of Looking

Under the Hood
GM, one of the largest automotive companies in the world, has been on the receiving end of much
criticism over the last five years. So much so, that its stock price dropped to levels below its 2010
IPO of $30 per share. Much of this criticism has been well deserved. A high profile bankruptcy
coupled with long-term pension woes have turned investors off from this company. GM further
compounded its problems earlier in the year by getting embroiled in a high profile ignition recall
scandal.
In late September, amidst all the negative recall headlines, S&P upgraded GM's debt to investment
grade. The report caught our attention and inspired us to look under GM's hood. Indeed, negative
sentiment corresponds to a dated perception of GM. GM today is very different from the company
that, saddled by debt and management problems, filed for bankruptcy in 2009. Today, the century
old automaker has a clean and strong balance sheet, significantly streamlined operations and is
one of the most attractively valued large caps in the US.
Everything we do at Third Avenue starts with the balance sheet. We were happy to learn that GM's
automotive unit was carrying a net cash balance of $20 billion, which is impressive considering that
GM's market capitalization is only around $50 billion. During GM's analyst day in October, the CFO
referred to its priority of maintaining a "fortress-like balance sheet. We like that! GM is sharing
the wealth too with a current dividend of 4%, which appears sustainable given GM's strong
financial position.
In the past, management had a propensity to postpone tough decisions, leaving the company
vulnerable to steep losses. Management is now positioning the company for less boom and bust
results. One fact that resonated with us was that GM had lost $7 billion in North America in 2006
despite higher car sales than current levels. Now sales are lower, but GM is on pace to earn $8
billion in North America this year. Head-count and platforms have been reduced so now GM's
break-even levels are over 30% lower than before the crisis. Overseas, GM still has work to do to
restore consistent profitability. Cost cutting programs in other geographies are harder to
implement. Despite taking a dour outlook on future overseas earnings, we still felt GM's valuation
was heavily discounted. The struggles overseas obscure GMs success in China. China is the largest
car market in the world. GM has a long, distinguished history in China and currently holds 14%
market share and is generating roughly $2billion in profits through a joint venture relationship,
primarily on the local strength of its Buick brand. Moreover, its projected that China will be the
largest luxury market in the world by the end of the decade and GM is confident that its Cadillac
brand is well positioned to grow with this trend. Furthermore, GM has substantially improved its
pension plans and the liabilities are at manageable levels. If interest rates rise, as many expect,
those liabilities could improve dramatically.
One of the more common concerns investors have regarding GM is that car sales in the US will
decline. We don't share that view. Although sales have improved from the bottom in 2009, they
aren't back to 2006 levels. Most importantly, the average age of vehicles remains elevated: 40% of
vehicles on the road in the US are over 12 years old. We believe the replacement cycle will last
longer than people expect. In addition, fuel efficient cars and enhanced technology in vehicles will
Value Fund
drive future sales as well. Although we believe the negative thesis on GM is over-done, we
acknowledge that there are risks to this investment. As discussed in the previous paragraph, our
thesis hinges to some extent on GM having a strong business in the US, thus a slowdown of the US
economy may have a negative impact on this investment. Auto manufacturing is a cyclical
business, and we took this into consideration as we conservatively estimated our NAV for GM.
Finally, recalls are a risk of investing in any automotive company, but we are comfortable with that
risk given GM's strong balance sheet and current cash flows. Third Avenue's credit team has
studied the company closely over the last five years and gave us valuable insights in assessing the
risks to this investment.
A lot has transpired in GM since the bankruptcy in terms of balance sheet improvement and
streamlining of the business. As value investors it is hard to pass on such an attractively priced
company, in spite of (or maybe even because of) the excessive negative sentiment it has
generated. After a very detailed look under the hood of GM, we think that the new GM is an
attractive use of your and our capital.
Content Trumps Distribution at CBS

During the quarter the Fund initiated a position in CBS Corporation. CBS derives revenues from i)
advertising on its owned and operated TV and radio networks, ii) content licensing and distribution
and iii) affiliate and subscription fees (retransmission fees). The investment opportunity presented
itself when shares sold off in the quarter, likely due to the unwinding of short-term event driven
positions in the stock following the spin-off of its outdoor advertising unit, CBS Outdoors, and
short-term concerns over a softer ad market.
However, we believe the long-term investment case is compelling, as the company is well
positioned to capitalize on a new phase of industry transformation where boundaries between
distribution and content are being blurred. The new paradigm is likely to benefit the content
owners over distributors as the digital revolution has opened multiple new avenues of distribution
that will compete for quality content. This change in relative leverage in the media value chain is
likely to translate into earnings growth via i) retransmission fees and ii) content monetization. We
believe CBS will benefit significantly from this secular change as it is one of the best curators of
content in the industry. Over the last decade, the mix of the 20 highest rated shows in the US has
changed meaningfully, but the one constant factor has been CBSs ability to get eight to ten of the
top 20 shows consistently, something which no other network has come even close to matching.
At its core, this ability to consistently create top notch programming is what differentiates CBS
management from all the other networks, in our view. CBS should benefit from incremental
demand from content distributors, including TV networks, Subscription Video on Demand (SVOD),
and virtual MVPDs (multichannel video programming distributors).
CBS is also leading the way in pushing for broadcast station retransmission fees and has grown
EBITDA contribution from its retransmission by 18 times to approximately $500 million since 2008
and is targeting $1 billion in retransmission revenue by 2017 and $2 billion by 2020. As of now the
company is pacing ahead of its $2 billion target. As these high margin fees are a new source of
revenues for existing content, they almost entirely flow down to earnings. Furthermore, CBS has a
strong balance sheet with net debt to EBITDA of 1.6x, and is able to generate $1.5 billion to $2
Value Fund
billion of free cash flow per year. CBS is embarking on a $6 billion share buy-back program,
allowing it to retire close to 20% of its outstanding shares in the coming six quarters.
We believe CBS presents a compelling investment opportunity, with our cost basis at a meaningful
20% discount to our conservative estimate of NAV, and is likely to continue to grow NAV at 10%+ a
year via i) retransmission fees, ii) content monetization and iii) share buyback. While short-term
volatility around advertising spot market prices should be expected over our initial three to five
year horizon, more material risks that would lead us to reconsider our investment would include
an inability to continue to produce high quality content or a failure to achieve a higher normalized
compensation level for this content.
In closing, we wanted to reflect on the volatility in the broader markets from July to August, where
a steep move down was quickly met by a frenzied rally into quarter end. Critical to our philosophy
is our recognition that the appraised Net Asset Values of our companies did not change over the
sell-off and ensuing rally. What did change was the discount to the NAV, which provided us with
the opportunity to deploy capital opportunistically. A price conscious buy decision is a key lynchpin
to our philosophy. We have said before that we work on many more companies than we will ever
add to the portfolio, with the dual benefit of this work serving to broaden our institutional
knowledge and to fill our work-in-progress list of strong companies that we continue to monitor
should an attractive opportunity develop. The popularity of short-term hedged and passive
strategies, in our opinion, will continue to drive volatility at a high level, creating overvalued
situations to harvest and undervalued situations to opportunistically buy. We view our three to
five year holding period as a pillar of strength and a strong differentiator to value creation.
We continue to be extremely positive about the outlook for our portfolio companies. Recent
market volatility has not compromised our investment theses. Instead, it has presented a buying
opportunity; we have added to several names in the Fund. We thank you, as always, for your trust
and your support of the Value Fund. We look forward to writing to you again at the end of the next
quarter and wish you a happy and healthy new year.
Sincerely,
The Third Avenue Value Team
Chip Rewey, Lead Portfolio Manager

Michael Lehmann, Portfolio Manager
Yang Lie, Portfolio Manager
Victor Cunningham, Portfolio Manager
Small-Cap Value Fund
OCTOBER 31, 2014

From the Lead Portfolio Manager

Third Avenue Small-Cap Team

Chip Rewey, CFA
Tim Bui, CFA

Portfolio Manager
Evan Strain, CFA
Research Analyst

Third Avenue Small-Cap Value Funds 10
largest issuers, and the percentage of the
total net assets each represented, as of
October 31, 2014:
HCC Insurance Holdings, Inc., 3.12%;
Progress Software Corp., 2.76%; Unifirst
Corp., 2.59%; JZ Capital Partners Ltd.,
2.56%; FTI Consulting, Inc., 2.23%; Genpact,
Ltd., 2.15%; Legg Mason, Inc., 2.14%; Tetra
Tech, Inc., 2.10%; EMCOR Group, Inc.,
2.08%; World Fuel Services Corp., 2.04%
Chip Rewey
Lead Portfolio Manager of the

I am honored to have taken the sole lead position on the Third Avenue Small-Cap Value
Fund (Fund). My co-Portfolio Manager, Tim Bui, and I will continue to pursue the
concentrated approach to value investing that has been the pledge of the firm since its
founding. This vision for the Fund is rooted in Marty Whitmans investment philosophy,
which I embrace fully. Martys teachings have been an important influence on my own
approach to investing.
We scour the investment universe seeking companies that combine the three main
features that represent the pillars of Third Avenues investment philosophy:
creditworthiness, a meaningful discount to a conservatively estimated net asset value
(NAV) and the ability to consistently compound NAV. As we seek investments for the Third
Avenue Small-Cap Value Fund, we are not looking for the flavor of the month in the US
small cap universe; our initial targeted holding period is three to five years. We engage in
rigorous financial statement analysis combined with industry studies and peer comparisons
in our approach to determining value. We set our NAV as if we were acquiring the
company, and then seek an appropriate discount from this target to enter an investment.
A patient price conscious buy is a critical first step in both protecting capital and in
realizing an attractive investment return up to our NAV.
We pursue financially healthy companies that have the ability to compound NAV, which is
a critical differentiator of our investment philosophy versus shorter-term investors who
focus solely on the ability to close the discount to an NAV target. The ability of Fund
holdings to compound NAVs at double digit annual rates provides for the means to achieve
a return from generating book value growth, measured in our view by retained earnings
growth, while also recognizing the likely closing of the static discount to our NAV target.
Compounding retained earnings growth also provides protection on the downside by
allowing us to risk time and not capital. Yes, we like to see what we refer to as resource
conversion, i.e., a spinoff, sale, buyback or any other event that will highlight the
undervaluation of our investment, but it is critical that the first three aspects of our
investment philosophy come first. By focusing on creditworthiness and compounding, our
philosophy builds in the high likelihood that the price conscious discount that we have
identified will close over time. The disciplined implementation of this approach is what
differentiates this Fund from the galloping herds.
Sincerely,
10

As we reflect on the fourth fiscal quarter, a humorous saying comes to mind: Dont let the facts
get in the way of a good story. Perhaps this could be sage advice for entertaining friends, but
clearly not an appropriate approach to investment management and portfolio construction. The
story of August to October 2014, of course, was the sell-off in small caps. The financial press
buzzed with the sell-off story, but the facts just arent there. For the quarter ended October 31,
2014, the Funds Institutional Class share returned 3.02%, trailing the Russell 2000 Value Indexs
return of 4.10%.1 While the story is the sell-off that occurred from July month end to October 13,
the Fund was down 5.61% while the Russell 2000 Value Index was down 5.89%; the quarter ending
rally changed the facts. Because we focus on creditworthiness and downside protection, we are
not too surprised to have trailed a risk-on rally over the last two weeks of the quarter (Fund up
9.15% vs. Russell 2000 Value up 10.62%), and as a result of this rally, for the quarter overall.
Volatility such as this demonstrates a misplaced short-term focus vs. a fundamental driven
philosophy of creditworthiness, discount to NAV and ability to compound NAV over our initial
three to five year investment horizon.
As we read and reflected on Marty Whitmans letter this quarter, one quote stands out clearly
Wall Street analysis and Wall Street wealth derives from the fundamental in depth analysis of
companies and securities, and not from the study of markets and securities prices. The volatility
witnessed from August to October, in our minds, is another reinforcing example of Martys
philosophy. The NAVs of each of the companies we hold, which we derive through independent
fundamental research, did not change over the ten-week sell-off and two-week snap-back
recovery. What changed was the pricing of these securities in the markets.
Over the years, you have heard Third Avenue discuss the importance of executing on price
conscious buys and remaining opportunistic. A price conscious buy sets the basis for future return
potential and, as importantly, provides downside protection to avoid a return-sapping capital loss.
In our view, the sell-off in the quarter provided the opportunity to increase our weightings in
several portfolio names, and for a price conscious buy on a few new names where the discount
relative to our NAV appraisal widened.
During the quarter we initiated three new positions, which we discuss below, and eliminated 16
positions. Many of these sales should be seen as completing the sale process of smaller position
sizes. Of course this reduced the number of names in the Fund, now 65 at quarter end, and
increased its concentration, a weighted average of 1.53% for each position. We view this level of
diversification as more typical for the Fund, 60-65 names, with an average position size of 1.5% or
greater.
1 The Funds oneyear, five-year, ten-year and since inception (April 1, 1997) average annual returns for the periods ending October 31,
2014 were 7.09%, 13.18%, 6.85% and 9.07%, respectively. The Funds one-year, five-year and ten-year returns for the periods ending
September 30, 2014 were 5.11%, 11.17% and 6.38%, respectively. The Russell 2000 Value oneyear, five-year, ten-year and since Fund
inception (April 1, 1997) average annual returns for the period ended October 31, 2014 were 7.89%, 16.15%, 7.81% and 9.74%,
respectively. The Funds Total Annual Fund Operating Expenses (as a percentage of net assets) were 1.12% for the Institutional Class and
1.37% for the Investor Class, as stated in the Funds prospectus dated February 28, 2014. Third Avenue Small-Cap Value Fund is offered
by prospectus only. The prospectus contains more complete information on advisory fees, distribution charges, and other expenses and
should be read carefully before investing or sending money. Past performance is no guarantee of future results. Investment return and
principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than original cost. The Funds returns
should be viewed in light of its investment policy and objectives and quality of its portfolio securities and the periods selected. M.J.
Whitman LLC Distributor. If you should have any questions, or for updated information (including performance data current to the most
recent monthend) or a copy of the Funds prospectus, please call 18004431021 or go to our web site at www.thirdave.com. Current
performance may be lower or higher than performance quoted.
11
New Positions
Barnes Group Inc. is a unique industrial company, with several smaller divisions, a few of which in
our opinion are hidden gems for the company. Barnes operations in industrial tooling supply,
spring and nitrogen spring motion control, commercial aerospace original equipment (OE),
maintenance and aftermarket exposure don't make for a quick and easy summary. However, these
operations combine for a unique and attractive NAV, with an extremely visible long-term ability to
drive book value growth. On the industrial side, over the past two years, Barnes has divested its
under-scale European and US distribution businesses at peak valuations, and invested in
intellectual property-driven machine tool companies specializing in hot-runner technology, which
have and should continue to drive revenues and margin expansion for the company. On the
aerospace side, Barnes not only has high value OE engine content on platforms such as the 787
and A350 which have multi-year build backlogs, but also has the exclusive life of program right to
supply replacement parts for CFM (GE/Safran Joint Venture) engines. This Revenue Sharing
Program (RSP) business is a hidden aftermarket gem for Barnes that should compound value for
decades as these engine programs are still actively being built, and will need to be serviced
multiple times over their multi-decade service lives. The long-term visibility of revenues and cash
flow from these programs also serve to support long-term creditworthiness and downside
protection.
Anixter International is a distributor of all types of cables and electrical wires for intra office and
industrial plants to manage network connectivity and electrical systems. It also has a small division
that distributes nuts and bolts for equipment manufacturers. We like Anixter because it is a very
well-managed company with a global footprint, a scalable business model and large addressable
marketsgood ingredients for compounding value. The company serves as a crucial link between
some 1,600 wire and cable manufacturers and over 100,000 customers who buy roughly 450,000
types of wires, cables and related data products. The company positions its role as the manager of
procurement, inventory, quality testing, engineering advisory and just in time delivery for the
Fortune 1000 companies. Anixters business model is unique in a sense that the items that it sells
account for only about 5%-10% of the final value of its customers products or processes, but
these products would cost the customers many times more if these items were mis-handled or
delayed in delivery. Thus, customers normally seek competency rather than price in selecting
distributors. Investors in Anixter are protected not only by the companys competitive position and
a strong balance sheet, but also the aligned interest of management. As an additional positive,
Sam Zell, the Chairman, owns 11.5% of the shares, which in our opinion supports shareholder
friendly decisions, including the current practice of distributing all of the free cash flow via special
dividends or stock buy backs.
Clean Harbors Corporation (CLH) provides a unique mix of high margin, high barrier to entry
businesses in the oil service, waste management and recycling industries. On the oil service side,
CLH provides drilling services and fluid management in North America and globally. Through its
Safety Kleen division, it recycles used motor oil to ultra high purity levels and re-markets it as its
Ecopower brand. Its lodging services division provides remote location accommodations for the
materials sector globally. These and other diverse sector exposures not only provide a balanced
ability to compound value for the long term, but also likely provide interesting fodder for future
resource conversion activity through spin-offs, divestures and targeted acquisitions.
12

In closing we will reflect on another closing; that is the end of the US Federal Reserves
Quantitative Easing (QE) program in October. While we will leave our views on the programs
success or failure for perhaps another occasion, we believe the ending of the program is a clear
positive for our fundamental driven philosophy. The program acted as a prop to equity markets, as
it ultimately promoted risk-taking. Over the course of the program, many market participants
viewed QE as a back-stop or put option wherein weaker companies with stressed balanced sheets
would be, in effect, bailed out by the ability to issue capital easily and cheaply into risk-seeking
markets. A strong balance sheet is a key determinant of our measure of credit-worthiness of a
company, which is a key tenet of our investment philosophy. As QE ends, we believe the broader
investment community will migrate back to a focus on downside protection as well as upside riskdriven optionality. Said differently, we believe individual stock selection will return as a key
differentiator of markets and managers, as opposed to Exchange Traded Funds directional
exposure driven investing. We look forward to this balance returning to the markets, noting we
have not wavered from our view in our management philosophy.
We thank you for your continued trust and support of the Fund.
Sincerely,
Third Avenue Small-Cap Value Team
Tim Bui, Portfolio Manager
13
Real Estate Value Fund
OCTOBER 31, 2014


We are pleased to provide you with the Third Avenue Real Estate Value Funds (Fund)
report for the quarter ended October 31, 2014.
Portfolio Activity
Third Avenue Real Estate Team
Michael Winer
Co-Lead Portfolio Manager
Jason Wolf, CFA

Co-Lead Portfolio Manager
Ryan Dobratz, CFA
Portfolio Manager
Larry Hedden, CFA
Research Analyst
Mohammad Tabibian
Research Analyst
Kon-Yao Kwek
Research Associate

Third Avenue Real Estate Value Funds 10
October 31, 2014:
Weyerhaeuser Co., 4.93%; Cheung Kong
Holdings, Ltd., 3.85%; Forest City
Enterprises, Inc., Class A, 3.78%; Songbird
Estates PLC, 3.29%; First Industrial Realty
Trust, Inc., 3.14%; Newhall Holding Co. LLC,
Class A, 3.12%; Hammerson PLC, 3.00%;
Lowe's Cos, Inc., 2.97%; Inmobiliaria
Colonial SA, 2.95%; Equity Commonwealth,
2.86%
As stock market volatility reemerged during the quarter, the prices for most real estate
securities declined, allowing the Fund to deploy more than $200 million of capital,
marking the fourth quarter of the 2014 fiscal year as one of the Funds most active
periods in its 16 year history. Investment activity included initiating positions in the
common stock of Countrywide plc and Globe Trade Centre, completing the debt-forequity exchange and subscribing to a subsequent rights offering in IVG Immobilien, and
increasing positions in 19 existing holdings. The Fund also exited its positions in the
shares of PHH and Morrisons. An overview of the Funds new positions and options
activity during the quarter is described below, followed by a discussion of how the Fund is
positioned to mitigate some of the primary investment risks that exist for publicly
traded real estate securities today.
Countrywide is a leading provider of real estate services in the UK, with the largest sales
and leasing network in the country, comprised of almost 1,400 offices. The company has
a solid balance sheet (0.7 times net debt to EBITDA) and strong sponsorship, with Oaktree
Capital owning nearly 30% of the company after recently adding to its stake and also
having board representation. The company has been steadily expanding its footprint
since 2008, in spite of the fact that the UK residential market has seen several years of
depressed transaction activity. There is certainly a possibility that this is the new normal
but there are signs that the market is recovering, with transaction volumes picking up
meaningfully in 2013 and on pace to hit the 1 million mark by the end of 2014 (vs. the
long-term average of 1.4 million transactions per year). Countrywides much-expanded
brokerage platform is positioned to benefit from increased transaction volume. We
estimate that cash flow could increase by 75% from current levels if transaction volumes
return to the long-run average of 1.4 million and by 60% even if transaction volumes
increase to 1.2 million. In the meantime, the company is returning excess capital to
shareholders in the form of dividends and stock buybacks, which are quite valueenhancing given the current discounted share price.
Globe Trade Centre (GTC) is a real estate operating company that owns, operates, and
develops commercial and residential properties in Eastern European markets, with its
largest exposure to Poland. We have followed the company for several years but never
invested in the common shares as the company was saddled with too much debt and the
prior controlling shareholder (Kardan N.V.) was not in a position to put more capital into
the enterprise. However, in November 2013, Lone Star, a US-based private equity
manager, acquired Kardans controlling stake and replaced the existing board and
14

management team. The company recently announced its plan to raise equity through a rights
offering in order to fix the balance sheet and execute on growth initiatives, including an identified
pipeline of acquisitions. Following this announcement, the Fund initiated a small position in GTC
Common well below our estimate of NAV, with plans to fully participate in its pro-rata share of the
rights offering. Should the offering be completed, the companys balance sheet will once again be
sound and we believe the new management team should be able to materially increase net asset
value by making opportunistic acquisitions and undertaking selective developments. With the
addition of GTC Common, the Fund now has about 8% of its assets in Continental Europe, with a
focus on companies that are being restructured, recapitalized or reorganized.
The Fund utilized its flexible mandate to write out-of-the-money put options on securities that it
would like to own just at lower prices. In our view, this type of activity is a win-win for the
Fund. If the put options are in-the-money at expiration, shares will be put to the Fund at the
strike price and the premiums received will reduce our cost basis. If the put options expire out-ofthe-money, the Fund will have earned the premium representing an excellent short-term return
on its idle cash balances. During the quarter, the Fund received attractive premiums by writing
out-of-the-money put options on Lennar and Realogy common stocks. Should the options expire
out-of-the-money, the Fund will have earned annualized yields exceeding 25% on the segregated
cash which amounted to approximately 3% of the Funds net assets.
Investment Risks in Real Estate

To quote our Founder and Chairman Marty Whitman: One cant really use the word risk without
putting an adjective in front of it. That is to say, it is not very useful to talk about general risk
but only specific risks. For instance, at Third Avenue we are less concerned with market risk (i.e.,
inevitable fluctuations in market prices) and instead focus our efforts on identifying and avoiding
investment risks (i.e., something going wrong with an investment) which can lead to permanent
losses of capital.
The prospect of losing money is not a matter which we take lightly. Before we hypothesize about
prospective returns on an investment, we focus on what could go wrong. But when times are
good, risk aversion seems to fade away. And now seems to be one of those times as it is our view
that many market participants dont seem to be focused on what could go wrong and are investing
as if there arent any risks in real estate. That is not the case at Third Avenue. While real estate and
real estate securities have outperformed the general markets over the last 20 years, there are
clearly certain risk factors unique to the sector, which are the focus of our attention. Below is a
summary of those risks and a discussion of the measures taken by Fund management to mitigate
them.
Inte r e st R a te R i sk
One of the major considerations when analyzing real estate companies today is what impact rising
interest rates could have on property values. As interest rates have fallen to historically low levels
globally, the initial yields (i.e., cap rates) that investors demand when investing in assets have also
fallen to record lows, leading to record high capital values in most major markets. However,
looking out over the next three to five years, it is likely that interest rates will increase from current
15

levels, leading to higher initial yields and reduced asset values. The Fund has reduced its exposure
to securities that have been bid up in price by yield-seeking investors and are most vulnerable to
rising rates (e.g., REITs with long lease terms) and has focused instead on investments that should
serve to protect capital in a rising rate environment, such as the securities of well-financed
companies trading at discounts to a conservative estimate of NAV. In addition, the Fund has
selectively added securities to the portfolio that could prosper in a rising rate environment,
including the common stocks of well-financed property companies that have assets with shorter
lease terms (e.g., hotels, apartments, etc.) as well as real estate-related companies that would earn
higher profits in a higher rate environment (e.g., US banks). The Fund seems well positioned for a
rising rate environment as evidenced during 2013 when interest rates began rising and REITs
underperformed relative to other non-REIT investments owned in the Fund.
A c c e ss to Ca pi ta l R i sk
Since the Fund was launched in 1998 it has had to navigate through the Russian debt crisis, the
technology boom and ensuing bust, the SARS epidemic, the Great Recession and, more recently,
the European sovereign debt crisis. These types of events seem to occur almost every four to five
years and lock up the capital markets in the process. The magnitude and the duration of these lock
ups vary, but there are inevitably casualties after the dust settles as real estate is a capital intensive
business where companies eventually need to access the capital markets. In order to avoid
exposure to those companies that are vulnerable in times of market dislocation, the Fund focuses
its investments in the common stocks of well-capitalized issuers that dont require continuous
access to the capital markets. For example, the Fund tends to avoid investing in companies such as
mortgage REITs that tend to own highly-leveraged portfolios of loans or securities subject to mark
to market risk and dont retain cash flow. Instead the Fund is focused on issuers with incredibly
strong balance sheets, like Weyerhaeuser and Cheung Kong, which not only can withstand times of
market dislocations but are likely to capitalize on opportunities in times of distress by buying assets
at attractive prices from less creditworthy counterparts.
S u pply R i sk
Nothing can hurt a local property market more than a wave of speculative building that fails to get
leased up and is eventually dumped on the market, pressuring rental rates for all owners. The
positive note here is that new building activity remains at near record lows in almost every major
market, both on the commercial and residential side. There are certainly pockets of increased
supply in certain markets (e.g., multi-family in Washington DC, prime residential in Central London,
and industrial in Southern California), but these seem to be more the exception than the norm,
which creates a constructive backdrop for existing owners to fill vacancies and increase rents. It
also presents a good window of opportunity for those companies that control well-located
development sites and have the balance sheets and management teams capable of delivering new
projects to capitalize on demand for new product. A number of the Funds holdings are wellpositioned in this regard, including Songbird Estates, Newhall Land, Westfield Corp., Forest City
Enterprises, and Brookfield Asset Management.
D e m a nd R i sk
There is a lot of truth in the old adage that the only three things that matter in real estate are
location, location and location. For this reason, the Fund focuses its investments in companies that
16

control properties and portfolios in urban markets where there is a captive demand for their space
and barriers to entry that limit supply. Some of the Funds largest investments are in markets like
London, New York City, Hong Kong and Sydney. The Fund also favors investing in traditional
property types such as retail, office, multifamily, industrial and hotel as there is a functional need
for this type of space in any market as well as an alternative use should it be necessary. By favoring
these types of properties and locations, the Fund tends to eschew some of the more specialized
property types and properties located in tertiary markets that are likely to be subject to
technological obsolescence or unfit for other tenants needs if a tenant vacates (e.g., cell towers,
data centers, suburban office, single tenant retail, casinos, etc.). In our view, it is difficult to justify
paying 20 times cash flow for an asset where one cant be certain it is going to be relevant in ten
years time.
M a na ge m e nt R i sk
As outside passive minority investors (OPMIs), nearly all elements of control rest with the
management teams of the companies and their respective boards of directors. That is usually fine
by us; in exchange for lack of control, the Fund is able to purchase securities at cheaper prices
compared to what a control buyer would have to pay in a negotiated transaction. OPMIs must rely
on company management teams to undertake initiatives to increase shareholder value and close
any NAV discount. We have often stated that the hardest part of our job as analysts is our
evaluation of management. We have witnessed (fortunately, most often from the sideline) many
management teams overextend balance sheets, make aggressive acquisitions that destroy value,
diversify into non-related businesses, take on outsized development projects, or fail to take the
necessary steps to maximize value often to protect their jobs and compensation packages. We
dont have a perfect record of evaluating management, but when we make a mistake we tend to
move on quickly. For instance, earlier this year the Fund purchased the common stock of WM
Morrisons, a UK grocer that was struggling with challenges in its local market. The stock was
trading at discount to the underlying value of its real estate, providing a safety net (downside
protection) if the business couldnt be turned around. A few months after making our initial
investment, the board announced that it was going to be increasing the common dividend. In our
view, the company should have cut the dividend to retain capital and cushion losses instead of
trying to manipulate the share price by paying a higher dividend that it could ill afford. We voted
with our feet and sold the stock, realizing a loss in the process. We try to prevent these mistakes
by focusing on companies that are run by accomplished management teams with long-term track
records and significant skin in the game aligning their incentives with the Fund.
Ca ta str oph i c E v e nt R i sk
There are some events for which one simply cannot prepare nor predict. Floods, hurricanes,
earthquakes, acts of terror and fraud are just a few. In an instant, one of those events could wipe
out a companys value without any real chance of defense or recovery. While we cant totally avoid
these black swan events, we can mitigate risks by investing in well-capitalized companies with
easy-to-understand business models and by maintaining a prudently concentrated portfolio
around those types of companies. Over the past six years we have tried to optimize our portfolio
construction process and set more stringent limitations on position size, exposure to a single
17

country outside of the United States and exposure to any single property type. In the process we
believe that we have enhanced the portfolio management process and risk-adjusted return profile as
the impact from a catastrophic event should be more limited than what it could have been in the past.
R e de m pti on R i sk
One of the big advantages of investing in publicly traded real estate securities is the ability to access
some of the best properties, markets and management teams in the world with the added benefit of
having daily liquidity. Over recent years, flows for real estate funds have mostly been positive and one
of the reasons why REIT valuations are near all-time highs. When fund flows turn negative, securities
must be sold to meet those redemptions. The Fund is not immune to redemptions, but we tend to
have ample excess cash to meet any redemption requests without the immediate need to sell
securities. We consider the Fund to be fully invested when cash reaches 3% of net assets. The Fund also
focuses on companies with an equity market cap of $1 billion or greater. Should the Fund need to raise
capital by selling shares, we are generally able to do so without materially disturbing the price for that
security. Furthermore, the Fund has minimal exposure to the securities that comprise most of the
major global real estate indices today. In fact, only about 8% of the Fund overlaps with the FTSE/EPRA
NAREIT Developed Index. This differentiated positioning is primarily a byproduct of our bottom-up
fundamental analysis of the individual companies but does have an added benefit. If redemptions in
the real estate sector do materialize, the Fund might avoid much of that selling pressure (by not being
invested in the largest constituents of the index) and could potentially take advantage of it by utilizing
some of its excess cash to purchase securities at bargain prices from forced sellers.
The risks highlighted above are not all encompassing but do highlight some of the major factors that we
take into consideration as we analyze real estate securities, construct the portfolio and assess the
Funds exposures. Some of these various risks are out of our control (e.g., Catastrophic Risk) but we
address the ones that we can by taking the steps outlined above. We realize that by employing a more
conservative approach to mitigating these various risks, the Fund sacrifices some of the upside that
others may enjoy in a strong market. However, we believe those sacrifices should continue to enable
the Fund to capture less of the downside in a challenging market. The Funds long-term results
illustrate the success of this more balanced approach to investing in real estate securities.
We thank you for your continued support and look forward to writing to you again next quarter.
Best wishes for a healthy and prosperous New Year.
Sincerely,
The Third Avenue Real Estate Value Team
Michael Winer, Co-Lead Portfolio Manager
Jason Wolf, Co-Lead Portfolio Manager
Ryan Dobratz, Portfolio Manager
18
International Value Fund
OCTOBER 31, 2014
Third Avenue International Team

Matthew Fine, CFA
James Hounsell
Research Analyst
Jane Spiegel
Research Analyst
Harrison Vigersky
Research Analyst
As you all well know, but it may be worth revisiting in the context of recent Fund
performance, the Third Avenue International Value Fund (Fund) employs an opportunistic
and long-term approach to fundamental value investing across international markets. The
Fund has an unconstrained investment mandate which allows us to pursue what we
believe are the best opportunities across geographies, industries and asset classes. We
uncover each one of these opportunities by conducting thorough bottom-up companyspecific research. The investments we select come together in a concentrated, high
conviction portfolio, typically between 30 - 40 securities (vs. ~3000 stocks in the MSCI
ACWI ex USA Index). It is natural, then, that our process results in a Fund showing minimal
overlap with any broad market index. Many of our holdings are not part of an index at all
and the Fund in aggregate has a 98% active share.1 Indeed, it is something of a rare
occurrence for the Fund and an index to have similar characteristics or performance.
Further, given a highly differentiated portfolio with minimal overlap with any index, it
should not be surprising that high levels of tracking error, meaning periods of material
outperformance and underperformance, have been the norm over the life of the Fund.
We construct a differentiated portfolio driven by company-specific fundamentals,
including highly idiosyncratic factors such as the potential for value creating resource
conversion opportunities. Portfolio performance, over the long-term, will thus be driven
by the activities of these businesses, their ability to compete in specific industries and the
deal-making acumen of those in decision making positions. However, short-term
performance may ebb and flow to the tune of macro developments.
For the fiscal quarter ending on October 31, 2014, the Fund Institutional Class shares
returned -11.64% as compared to a commonly used international equity index such as the
MSCI ACWI ex USA, which returned -5.20% for the same period.2 While we emphasize
absolute performance over relative performance and are not particularly concerned with
index composition, we provide index returns for convenience. Furthermore, the
performance period under review is quite short for investors who are focused on time

Third Avenue International Value Funds 10
October 31, 2014:
Telefonica Deutschland Holding AG, 6.35%;
Hutchison Whampoa Ltd., 4.47%;
Weyerhaeuser Co., 4.38%; Rubicon, Ltd.,
4.33%; White Mountains Insurance Group
Ltd., 4.26%; Pargesa Holding S.A., 4.01%;
Tenon, Ltd., 3.96%; Capstone Mining Corp.,
3.91%; Daimler AG, 3.71%; GP Investment,
Ltd., 3.48%
1 Active Share is measured relative to the MSCI AC World ex USA Index. Active Share is the percentage of a funds portfolio
that differs from the benchmark index. The Morgan Stanley Capital International All Country World ex USA Index is an
unmanaged index of common stocks and includes securities representative of the market structure of over 50 developed
and emerging market countries (other than the United States) in North America, Europe, Latin America and the Asian
Pacific Region.
2 The Funds oneyear, five-year, ten-year and since inception (December 31, 2001) average annual returns for the periods
ending October 31, 2014 were -10.79%, 4.45%, 4.71% and 8.36%, respectively. The Funds one-year, five-year and ten-year
returns for the periods ending September 30, 2014 were -6.03%, 4.28% and 5.16%, respectively. The MSCI ACWI ex USA
oneyear, five-year, ten-year and since Fund inception (December 31, 2001) average annual returns for the periods ending
October 31, 2014 were 0.49%, 6.55%, 7.06% and 7.72%, respectively. The Funds Total Annual Fund Operating Expenses
(as a percentage of net assets) were 1.44% for the Institutional Class and 1.69% for the Investor Class, as stated in the
Funds prospectus dated February 28, 2014. Third Avenue International Value Fund is offered by prospectus only. The
prospectus contains more complete information on advisory fees, distribution charges, and other expenses and should be
read carefully before investing or sending money. Past performance is no guarantee of future results. Investment return
and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than original
cost. The Funds returns should be viewed in light of its investment policy and objectives and quality of its portfolio
securities and the periods selected. M.J. Whitman LLC Distributor. If you should have any questions, or for updated
information (including performance data current to the most recent monthend) or a copy of the Funds prospectus, please
call 18004431021 or go to our web site at www.thirdave.com. Current performance may be lower or higher than
performance quoted.
19

periods of three to five years (or longer) and is therefore only akin to one mile of a marathon.
These points notwithstanding, we appreciate that it can be a challenge to fully understand the
performance of a Fund from the outside looking in. We will therefore devote a portion of this
letter to a discussion of these broad market movements which have negatively influenced the
performance of the Fund during the quarter. It is our view that, as a result of recent purchases and
dispositions as well as increasingly attractive valuations of a number of the Funds holdings, the
Fund today is positioned extremely well to produce very attractive long-term returns. My personal
response has been to materially increase my own investment in the Fund throughout the quarter.
Following the performance discussion, we review investment activity during the quarter.
Ge r m a ny a nd th e E u r o
In several ways, the last few months have been a reminder that few, if any, of the fundamental
problems leading to the 2011 European Sovereign Crisis have actually been solved. Many
symptoms are subject to ongoing treatment yet the illnesses linger. The reminders have come in
many forms. Spreads between German and Greek bonds widened materially, political opposition
to important economic structural reforms and anti-austerity movements continue to flare up and
unpleasant German macroeconomic data is prevalent. European equities in general saw a material
decline during the quarter though German equities saw among the strongest declines. The MSCI
Germany index was down -6.97%, while the MSCI World returned 0.18% and MSCI USA had 4.86%
returns over the fourth fiscal quarter. The Fund has roughly 16% of its holdings in Germany, well in
excess of the index. We continue to be very pleased with the business developments and resource
conversion activity surrounding each of our four German companies-- Telefonica Deutschland,
Daimler AG, Leoni AG and Munich Re, in order of size.
Recent negative investment returns have been compounded by the close to 7% decline of the Euro
in which roughly 35% of the Fund is denominated, relative to the US dollar. While it is healthy to
frequently reevaluate the theses underpinning each of our investments, in this case, we have not
been given any cause to change course. In fact, while in the short-term this has had a negative
impact on the portfolios performance, the Euro decline is of net benefit to a number of globally
exposed European companies, such as Daimler AG, which continues to produce operating
performance exceeding our highest expectations. Further, just as at the height of the European
Sovereign Crisis when we initiated investments in several European companies, we emphasize
business fundamentals and business prospects rather than the short-term trading environment,
except when the environment provides us with an attractive opportunity to buy or sell. In this
case, we have taken the opportunity to add to several European names, including Daimler AG and
Leoni AG.
S m a ll - Ca p S e llof f
The decline in global equities during the quarter was pervasive but particularly acute in smaller
capitalization companies as compared to larger ones. The performance of global indices during the
quarter and the year disguise the bifurcation of performance between smaller capitalization stocks
and large capitalization stocks. In what was a decidedly negative quarter (August through October)
20

for global equities, the rush for the door was felt more acutely in small-cap companies as is readily
apparent in the performance data for small-cap global equities, which for the quarter have
underperformed large-cap companies by -2.15% as measured by comparing MSCI ACWI ex USA
Large Cap to the MSCI ACWI ex USA Small Cap Indices. With a median market capitalization3 of $4.1
billion for the Fund and $7.2 billion for the index, it is clear that the Fund has a tendency to be more
active in smaller companies. There is no strategic or tactical underpinning whatsoever behind this
tendency. Historically, we have simply been able to find more attractive opportunities in less wellfollowed and less well-trafficked companies where we can add value through a considerable
amount of proprietary research. This tendency has led us disproportionately to smaller companies.
A highly differentiated portfolio is also a byproduct of this approach. Declines in the prices of
various positions in the Fund have made their valuations extremely exciting. One might also observe
that the preponderance of our recently made investments have been smaller-capitalization
companies as we respond to seemingly impulsive and indiscriminate selling of various smaller
companies. These developments leave us thrilled for the future performance prospects of the Fund.
N a tu r a l R e sou r c e s
In addition to smaller capitalization companies, the equity prices of many natural resource related
companies have been hit extremely hard of late. It is our view that generalizations about
commodity prices are to be avoided as each commodity has its own distinct supply and demand
characteristics. One might recall that we sold both of our gold mining companies early in the year
while initiating positions in two copper mining companies. Aside from digging giant holes in the
ground, the two have very little in common. That said, wide swaths of commodity related
companies have seen their share prices decline markedly of late, particularly so if they are both
commodity related and have small market capitalizations. The two copper mining companies we
purchased earlier in the year, Antofagasta and Capstone Mining, to varying degrees fit this
description. Both have seen their share prices decline. We maintain the firm belief that wellunderstood copper supply fundamentals, which continue to increase the cost of producing copper,
make it probable that the price of copper will increase over time. That aside, even at the current
price of copper, Capstone Mining is expected to generate an after tax free cash flow yield of
approximately 12%. We have a difficult time fathoming how this is not widely viewed as a
compelling proposition at present, though we expect that it will be over time. While our recent
investments in natural resource related companies have not helped our performance yet, we view
them to be some of the most exciting propositions within the Fund and in equity markets generally.
Further, recent equity market declines, particularly for European and smaller-capitalization
companies, have rendered a number of existing portfolio positions surprisingly inexpensive. For all
of these reasons, our confidence in the Funds ability to produce strong performance over longer
periods of time has only grown as the year has progressed.
Positions Exited During the Quarter

During the quarter, we eliminated five positions: Straits Trading Ltd, Allianz AG, Precision Drilling
Corp, DIeteren NV and Piramal Enterprises Ltd.
3 Data as of September 30, 2014.
21

Straits Trading Ltd
The Fund acquired its shares of Straits in January 2013. Fellow shareholders may recall that the
Fund had swapped its shares of WBL Corp, a Fund holding since May 2005 and the Funds largest
holding since 2009, for shares of Straits Trading. For several years we had worked diligently to
encourage a change in strategy within WBLs board, attempting to produce a more proactive
approach to value creation and realization. We shared a number of simple yet excellent ideas with
regard to value creation. In the end, the resistance within WBLs board proved a considerable
obstacle, notwithstanding a number of changes we and other shareholders were able to make to
the composition of the board over that time. Gradually, we concluded that the untangling of this
knot required a single shareholder with control or virtual control of WBL to direct the process of
harvesting the considerable value held hostage within the company. For this reason, we
contributed our shares of WBL to Straits, already one of the largest shareholders of WBL, which in
turn made Straits rather than WBL the largest position in the Fund. Shortly thereafter, recognizing
that the balance of power had changed, companies historically affiliated with WBL rallied together
to produce an attractive takeover offer for WBL. Straits accepted this offer and the Fund benefited
via our ownership of Straits and later as recipients of some of the proceeds, which Straits paid out
in the form of a special dividend.
The transaction, among several others executed by Straits during the last couple of years,
positioned the company very nicely to execute on a plan to transform itself from an investment
company rich with property and a variety of other investments, into a real estate-focused business
profiting from the entire eco-system of real estate, from property development to real estate asset
management. Straits is progressing down this path with an attractive business plan, considerable
financial wherewithal and a very sensible management team. Our decision to exit the position
derives first from the liquidity of the position and secondarily from its valuation. Our position was
initially sized for a larger asset base and grew unwieldy as the size of the Fund declined. Given the
very high level of controlling-family ownership and related low level of public float, Straits stock
trades quite sparsely in public markets. It had always been our intention to exit the position
through a block transaction rather than by selling into the open market. When presented with
multiple opportunities to do just that we availed ourselves of the liquidity and greatly enhanced
the flexibility of the Fund. Further, we would certainly not characterize Straits as an expensive or
even fully valued company. It is reasonably attractive from a valuation perspective but the world
in which the Fund operates has changed and materially more attractive valuations are currently
available to the Fund and therefore the Funds flexibility to take advantage of various other
investment opportunities has become increasingly important. PGS, described in the following
section, is one such example. The combination of these considerations drove the decision to
conclude a nine year investment at this time. From our initial investment in WBL in May 2005
through to our exit of Straits Trading, we realized an IRR of 6.2%.
Allianz AG
We had initially purchased shares of Allianz, a global insurance company, in March 2008 and
increased the position as we entered the global financial crisis. It was an environment in which all
manner of financial institutions were deemed to be toxic with virtually no thought given to the
tremendous distinctions in business models and financial positions. Allianz was also later maligned
22

in the European Sovereign Crisis because it is an enormous owner of European sovereign bonds.
These crises came and went (for the moment), there never was an insurance industry crisis and
the frequency and severity of major insurance events has in the meantime been very benign. This
last detail has led to the accumulation of hefty underwriting profits and in turn overcapitalization
throughout the industry. Too much capital puts pressure on prices and tempts risk underwriters to
stretch against their otherwise better judgment. Admittedly, this dynamic is most obvious within
the catastrophe reinsurance industry rather than primary insurance, which is Allianzs largest
business. However, overcapitalization is not exclusive to reinsurance and falling reinsurance pricing
can in turn put downward pressure on primary insurance rates. This pricing pressure is only
exacerbated by the low interest rate environment which causes paltry returns to be produced by
insurance company investment portfolios The low interest rate environment, particularly in
Europe, has also put acute pressure on the profitability of Allianzs life insurance business. Also,
somewhere between one quarter and one third of Allianzs value is attributable to its asset
management division, which is primarily comprised of its ownership of PIMCO. Independent of
what one might believe about the state of the fixed income market, one could justifiably be
cautious about how large of a firm PIMCO had become and whether they could continue to
produce quality results at that scale. At a minimum, one could easily be skeptical of PIMCOs ability
to continue to grow such a colossal asset base. With all of these considerations in mind, we had
reduced our position in Allianz materially earlier in the year. At the end of the Funds second
quarter (April 30, 2014), our position in Allianz was firmly in the Funds top ten holdings. As we
headed into September of this year, the month in which Bill Grosss departure from PIMCO was
announced, the position size had been reduced to the 26th largest position in the Fund. The
September announcement of Grosss departure was for us a final straw of sorts. We certainly dont
know where the dust will settle for PIMCO, but the other parts of the business do not compel us to
hold on until we find out. All told we realized an IRR of 3.1% since our initial investment in March
2008.
Precision Drilling Corp
We first purchased shares of Precision Drilling in late 2011. The company, a North American land
drilling company, operates in an industry renowned for historical boom and bust cycles, use of too
much financial leverage and serial acquisition strategies. Precision Drilling is better than many on
each of these counts but still exists within an industry driven by factors largely out of its control.
With a multi-year tailwind in the form of a North American shale drilling boom having pushed the
company along, and a sizeable capital expenditure cycle reemerging in the industry, which has a
good probability of creating more supply than is necessary (often at exactly the wrong time), we
began selling our holdings in Precision Drilling as early as April 2014. By the end of August we had
sold ninety percent of the shares we held coming into the year. We completed the last ten percent
in September and October. In hindsight, our timing might suggest some sort of prescience given
the stocks performance post our sale, though in reality the decision was driven by our perception
of the mounting risks we described. Our investment in Precision Drilling produced an IRR of 6.2%
during the three year holding period.
23

S.A. DIeteren NV
We exited DIeteren after an atypically short holding period of roughly one and a half years and
would conclude that it was a mistake. This Belgian family-controlled holding company has a
monopoly on Belgian import and distribution of the entire Volkswagen brand lineup. DIeteren also
operates a vehicle glass repair and replacement business that is the worlds largest by a wide
margin. From a business perspective, the latter is clearly the higher quality and more valuable of
the two businesses. We sold our shares of DIeteren for two primary reasons. First, having sold a
business not long before our purchase, the company had a considerable amount of excess capital
on its balance sheet. It was our understanding at the time of our purchase that the company
intended to make an acquisition with its excess capital but, in the event that they failed to identify
an attractive acquisition within a fairly narrow band of industries, some portion of the excess
capital would then be distributed to shareholders. The time horizon of the acquisition search has
become less specific and the range of businesses of interest appears to have widened. Secondly,
we have growing concerns about the vehicle glass replacement and repair industry, which
represents the bulk of DIeterens value. There is some evidence that the competitive landscape is
changing in several geographies and not for the better. Additionally, technological trends in
passenger vehicles have some probability of upending the apple cart for the vehicle glass repair
and replacement industry. In the event that technology embedded in vehicle glass grows prevalent
(not a long shot), the potential exists for the technology to drive glass repair and replacement work
back to auto dealerships which specialize in technology specific to a single automotive brand, as
opposed to less expensive third party providers which provide more generalized services across all
brands of automobiles. In short, the business of repairing windshields may require an awful lot
more sophistication in the not too distant future. In contrast, our investment in Leoni AG is very
much on the right side of the long-term trend of increasing electronics embedded in passenger
vehicles. Given the way in which our DIeteren investment developed, we chose to sell the entire
position which, over our entire holding period, had been among the smallest positions in the Fund.
We realized an IRR of negative 10.3%.
Piramal Enterprises Ltd
We first purchased shares of Piramal Enterprises in June 2013. This Indian family-controlled
holding company was, at the time of our purchase, mostly a pool of cash and financial assets that
would soon be converted into cash. Over recent quarters, Piramal has begun putting its liquidity to
work, thereby clarifying, to some extent, what its future may hold. Coincident with these
developments, Indian equity markets became euphoric during Narendra Modis ascendency and
coronation. During the period of our ownership, Piramals stock price has appreciated much more
so than its underlying value has grown or its prospects have improved, and is therefore much less
cheap than it used to be. In todays environment, we have more attractive uses for our capital. Our
investment in Piramal produced an IRR of 15.9%, which is materially better than the Funds
performance over the same period though quite similar to Indian equity market indices over that
time frame.
New Investments Initiated During the Quarter

During the quarter, the Fund initiated a new position in Petroleum Geo-Services (PGS), which is a
global leader in marine seismic services. The Fund has owned PGS once before, so in some regards
24

the position is not new. Further, this is the third time the Fund has invested in the marine seismic
industry. The undeniable fact of the industry is that it has historically been prone to industrial cycles
of considerable amplitude. Previously, we owned PGS in the wake of the Macondo blow-out (BPs
accident in the Gulf of Mexico in 2010) that resulted not only in an environmental disaster but in a
virtual halt to exploration activity in the Gulf of Mexico. Under normal circumstances the Gulf of
Mexico is an area very busy with exploration activity, so when activity halted, the companies that
provide exploration and development services (e.g., seismic) found themselves with far more
capacity than the shrunken industry demand could absorb. Capacity utilization rates and pricing of
services suffered significantly. We purchased PGS in that environment and later concluded the
investment very successfully as the industry normalized. In the earlier days of the Funds operation,
we came to have a considerable portion of the Fund (roughly 15%) invested in oil service
companies. The opportunity then was not the result of an accident but rather that hydrocarbon
exploration and production companies were increasingly buckling under pressure from
shareholders who demanded better returns on capital and the return of more free cash flow to
shareholders. These are shareholder euphemisms for invest less money, which is exactly what the
oil majors did. However, most companies are loath to shrink, which is the fate of a company in the
business of harvesting and depleting natural resources, unless of course the company is able to find
and replace as much as it produces. The narrative may sound familiar as it is again on the front page
of todays newspapers with stunning similarity to the early 2000s. Oil majors are again bowing to
pressure and capital expenditure budgets are again shrinking. While we dont expect another
desktop drilling scandal will develop as it did in the early 2000s, the significant and indisputable
rates at which oil and gas majors are depleting their existing resource bases necessitates that new
resources will eventually have to be found. The marine seismic industry bears the brunt and the
benefit of this manic behavior.
What is particularly attractive about the seismic industry today, and PGS specifically, has much to do
with the structure of the industry. At no time in our experience has there been such a strong
bifurcation within the seismic industry. PGS is head and shoulders above its competitors in terms of
balance sheet quality, vessel quality and some would say the quality of its management team.
Further, the valuation of the industry is extremely compelling with PGS, the best in class, currently
trading at less than 60% of stated book value. To be sure, there is little chance that the headwind
being endured by the industry will subside overnight. In fact, our ideal scenario is for the downturn
to persist long enough to further cripple one or two competitors which have frightfully weak
balance sheets. It is our expectation that industry capacity will continue to be curtailed through the
removal of higher cost vessels and that owing to its modern low cost fleet and industry-best balance
sheet, PGS will emerge from cyclical lows as an even more dominant player.
During the year to date, we have greatly increased the liquidity of the portfolio through the
disposition of multiple large, less-liquid positions, enhancing our ability to respond quickly to new
and more exciting investment opportunities. Our activity on the new opportunity front has been
brisk. These investments represent a broad range of businesses and geographies but share a few
features that reflect our investment philosophy. The companies we have added to the Fund have
solid balance sheets, pricing that reflects a considerable discount to long-term business value and
an underlying value that we believe is not only enduring but has clear prospects for compounding
25

over time. The short-term performance impact of environments such as the one experienced
during this quarter may be unpleasant in the moment, but in truth, an opportunistic value Funds
ability to produce attractive long-term performance is only enhanced by such environments. We
believe that the current portfolio holds some of the most exciting investment ideas in the
international equity space and furthermore that the Fund is as well-positioned and attractively
valued as it has been in years.
Thank you for your continued interest and support of the Fund. The Third Avenue International
Value team and I look forward to writing to you next quarter. In the meantime, should you have
any questions or comments please dont hesitate to reach out.
Best wishes for a happy and prosperous New Year!
Sincerely,
Matthew Fine, Lead Portfolio Manager
26
Focused Credit Fund
OCTOBER 31, 2014

Third Avenue Focused

Credit Team
Tom Lapointe, CFA
Joseph Zalewski
Portfolio Manager
Nathaniel Kirk
Portfolio Manager
Edwin Tai, CFA
Portfolio Manager
Brian Lennon
Restructuring Attorney
Andrew Pelisek
Research Analyst
Casey Savage
Research Analyst
Robert Sherman
Trader
Three months feels like an eon; so much has changed in the market! This is, therefore, a
good time to take a step back and get some perspective. Yes, a lot has changed; prices for
most financial assets have had dramatic swings over the last three months. But, not
everything has changed. The fundamentals underlying most of the Funds investments, as
well as the outlook for the longer-term US economy and default rates are still the same. We
view the recent market dislocation as an opportunity to generate returns for the Fund going
forward.
The last three months were quite eventful across markets and geographies, as volatility and
fear returned quite abruptly to financial markets. Fear and volatility reinforced and
exacerbated the trend we have seen for most of 2014. While lower quality or riskier
assets (small cap equities, high yield bonds, commodities) slightly trailed their higher
quality or safer counterparts (large cap equities, investment grade bonds and treasuries)
for most of the year returns were positive across the board. But in the last three months,
riskier assets generated large negative returns and significantly underperformed higher
quality assets, as shown below. In fact, countering almost every macro prediction from the
beginning of this year, and in spite of the perceived market consensus around rising US
interest rates and the Fed formally ending QE3, US Treasuries are among the best
performing assets for 2014.
Returns of Various Assets1

S&P 500
10-yr Trsy
USD
BB
US HY
B
Emerging Mkts
Leveraged Loans
Distressed
CCC
Small Cap
Oil

Third Avenue Focused Credit Funds 10
October 31, 2014:
IHeart Communications Inc, 4.90%;
Affinion Group Inc, 4.58%; Reichhold
Industries Inc, 4.14%; Energy Future
Intermediate Holding Co LLC, 3.88%; The
Sun Products Corp, 3.51%; Lehman
Brothers Inc, 3.11%; Claire's Stores Inc,
2.81%; 21st Century Oncology Inc, 2.59%;
Western Express Inc, 2.56%; MPM
Holdings Inc, 2.42%
-15%
-10%
-5%
YTD
Q3 2014
0%
Oct-14
5%
10%
15%
Source: J.P. Morgan, Morningstar, Credit Suisse and HFRI. Data as of 10/31/14, Q3 2014 is calendar quarter.
1 10 year US Government Treasury Notes (10-yr Tsy) are a debt obligation issued by the United States government that matures in
10 years. The J.P. Morgan High-Yield Index is designed to mirror the investable universe of the US dollar domestic high yield
corporate bond market, excluding the most aggressively rated bonds and those trading at distressed levels. J.P. Morgan BB, B, CCC
and High Yield Indexes are designed to mirror the investable universe of the US dollar domestic BB, B, CCC and High Yield corporate
debt markets, respectively. The HFRI Event Driven: Distressed/Restructuring Index (Distressed) is composed of strategies which
employ an investment process focused on corporate fixed income instruments, primarily on corporate credit instruments of
companies trading at significant discounts to their value at issuance or obliged (par value) at maturity as a result of either formal
bankruptcy proceeding or financial market perception of near term proceedings. The MSCI EM Index captures large and mid-cap
stocks across 23 Emerging Markets. The J.P. Morgan Leveraged Loan Index is designed to mirror the investable universe of US
dollar institutional leveraged loans, including US and international borrowers. The Russell 2000 Index measures the performance
approximately 2,000 small-cap companies in the US. The S&P 500 Index is an American stock market index based on the market
capitalizations of 500 large companies having common stock listed on the NYSE or NASDAQ. The Deutsche Bank Long US Dollar
Index (USD) Futures Index reflects the return from investing in the first USDX futures contract listed on NYBOT, it represents a
bullish dollar view. The NASDAQ Commodity Crude Oil (Oil) index is designed to measure the performance of a Brent Crude Oil
through the use of futures contracts.
27
Focused Credit Fund

In our view, this recent market downturn was more of a correction, punctuating a five year bull
market, than the result of a change in fundamentals or direction of the US economy. Equity
markets bounced back rapidly since the October 15 lows but high yield and distressed bond
markets are recovering at a much slower pace. From a fundamentals standpoint, we would expect
the distressed bond market to rebound just as equities did. Market fundamentals remain
unchanged and prices are more attractive. Instead, investors have been reluctant to commit
capital to new or existing investments. We think that the lag in the recovery of the distressed bond
market might be due to the fact that hedge funds and other large investors are still digesting
losses, preparing for year end, holding on to cash to face potential redemptions and other factors
that are not related to the companies themselves. This correction was exacerbated by a variety of
negative surprises and a lot of money was lost over the last quarter. Many hedge funds had large
positions in Fannie Mae and Freddie Mac, Lehman SIPA Claims, AbbVie Inc., and oil and gas. Each
one of these investments struggled this quarter. Consequently, media sources have estimated
large hedge funds losses. Perhaps somewhere around $25 billion in Fannie and Freddie, $1 billion
to $2 billion in Lehman and more than $25 billion in oil and gas. In addition, in some cases, we
have seen funds selling their more liquid names to raise cash, putting technical pressure on
otherwise fine credits. We are not going to predict when this will turn around. What we can say is
that if we are correct on our positive assessment of the economy, and default rates remain low
over the near term, the portfolio and the distressed market are attractively valued, both on an
absolute as well as a relative basis. This is particularly the case when considering that both high
quality high yield and investment grade are more sensitive to interest rates (four years and six
years duration, respectively) and that high quality high yield offers only four percent income, and
investment grade only two percent.
A number of macro events over the last three months should actually help stabilize and grow the
US economy further. The rally in Treasuries and lower rates across the curve helps consumers,
businesses and the overall economy. Whether it is mortgage, credit card, auto or other consumer
loans, the cost to finance has stayed low and even decreased, giving the consumer extra cash in
their pocket. From the business standpoint, low rates continue to encourage borrowing and
investing in longer-term assets cap-ex, while giving over-levered entities more time to grow into
the balance sheet. The appreciation of the US dollar relative to most currencies and the dramatic
fall in oil prices, from $100+ per barrel to just under $80, also have a net positive effect on the US
economy.
While it is impossible to predict where interest rates, oil and the US dollar will be next quarter, let
alone over the long term, on the margin recent developments are a tailwind to our thesis that the
US economy is on a strong and improving footing. All this bodes well for our portfolio.
28
Focused Credit Fund
Fund Performance
For the year-to-date period ending our fourth fiscal quarter, October 31, 2014, the Third Avenue Focused
Credit Funds Institutional Class share returned -0.41%2 while the Barclays High Yield Index returned
4.72% over the period.3 Performance across different asset classes and market segments exhibits
significant dispersion year-to-date. The Morningstars Bank Loan Category4 average returned 1.59% and
the Morningstars High Yield Bond Category5 average returned 3.52%. The strong rally in Treasuries
resulted in higher quality bonds outperforming lower quality bonds. Investment grade bonds returned
7.19% (JPM Investment Grade), the JPM US High Yield Index returned 4.70%, BB bonds returned 6.83%, B
returned 4.27% and CCC returned 1.32%. The S&P 500 and Russell 2000 Indexes returned 10.99% and
1.90%.
The Funds performance in 2014 has been a tale of two halves. During the first half of 2014, the Fund had
positive returns and outperformed its benchmark and peers in spite of having virtually zero exposure to
the high quality securities that benefitted from the rally in Treasuries during the year. We can attribute
this result to good security selection. Dramatic changes as the year progressed had a significant effect on
the Fund. The portfolio gave back most of the years performance between June and October. Some of
that negative performance can be attributed to big market movements, driven by technical and other
factors that primarily affected distressed names. While most of the Fund is unique and typically does not
move with the market, when market moves take on the magnitude of the ones we have seen in the past
couple of months, the Fund feels it.
Heres an example that illustrates the extent of the current market turmoil: the figure below shows bond
prices for one of the Funds core holdings, iHeart Communications Inc. (previously Clear Channel Media
Holdings Inc.), a 4.9% position in the Fund as of October 31, 2014. iHeart Communications operates as a
media and entertainment company. It is among the largest, most liquid names in the distressed market.
Before the market turmoil, its bonds were trading at $105. As the market dislocation ensued, this credit
has traded down 25 points. In fact, there has been no change in the business over the last three months
and their most recent earnings reports were positive. The bond remains in the low 80s even though
higher quality BBs have rebounded. This bond pays a 14% coupon, which is more than 1% income a
month in addition to the discount in the price.
Pricein USD, iHeartCommunications Inc. 14% Notes due 2/21/2021

110
105
100
95
90
85
80
75
Source:
70
Jan-14
Bloomberg. Data as of November 25, 2014
Apr-14
Jul-14
Oct-14
2 The Funds oneyear, five-year and since inception (August 31, 2009) average annual returns for the periods ending October 31, 2014 were 2.93%, 9.27%
and 9.50%, respectively. The Funds one-year, five-year and since inception (August 31, 2009) returns for the periods ending September 30, 2014 were
9.78%, 10.53% and 10.63%, respectively. The Funds Total Annual Fund Operating Expenses (as a percentage of net assets) were 0.91% for the Institutional
Class and 1.16% for the Investor Class, as stated in the Funds prospectus dated February 28, 2014. Third Avenue Focused Credit Fund is offered by
prospectus only. The prospectus contains more complete information on advisory fees, distribution charges, and other expenses and should be read
carefully before investing or sending money. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that
an investors shares, when redeemed, may be worth more or less than original cost. The Funds returns should be viewed in light of its investment policy
and objectives and quality of its portfolio securities and the periods selected. M.J. Whitman LLC Distributor. If you should have any questions, or for updated
information (including performance data current to the most recent monthend) or a copy of our prospectus, please call 18004431021 or go to our web
site at www.thirdave.com. Current performance may be lower or higher than performance quoted.
3 The Barclays High Yield Index oneyear, five year and since Fund inception (August 31, 2009) average annual returns for the period ended October 31,
2014 were 5.82%, 10.44% and 11.65%, respectively.
4 Average yeartodate return of the 243 funds included in the Morningstar Bank Loan Category, for the period ended October 31, 2014.
5 Average yeartodate return of the 767 funds included in the Morningstar High Yield Bond Category, for the period ended October 31, 2014.
29
Focused Credit Fund

Most of the rest of the Funds underperformance over the last quarter has been driven by company
specific events. It is important to note that we believe most of these events have not caused
permanent impairments and recent performance has not affected our longer-term thesis. We will
review three of the largest detractors from performance below.
Fannie Mae & Freddie Mac Preferred Government Sponsored Entities (GSE)
We have been invested in Fannie and Freddie preferred stock since 2011. Our thesis is premised on
five arguments: 1) Fannie and Freddie are solvent and highly profitable entities; 2) they have
significant equity value even if liquidated; 3) Fannie and Freddie have paid back the government
bailout; 4) the Net Worth Sweep, which transfers all the profits of Fannie and Freddie to the
Treasury Department, violates the principles of conservatorship and the Housing Reform Act (HERA);
and 5) we do not believe there is a way to replicate these institutions without grave political and
economic consequences.
On October 1st, US District Judge Royce Lamberth dismissed Fannie Mae and Freddie Mac preferred
shareholders lawsuits against the government. While this is only one of three major suits against the
Federal Housing Finance Agency (FHFA) and Department of Treasury, Lamberths decision was a
setback (for argument #4) and prompted a significant decline in our preferred stock, from
approximately $0.36 of par to approximately $0.12 of par. According to Judge Lamberth (with whom
we respectfully disagree), the Net Worth Sweep did not violate HERA and has caused no harm to the
GSE preferred stockholders. Judge Lamberth, however, did state that we are entitled to our
liquidation preference, and thus the preferred stock retained its rights and standing. We have always
believed that the government lawsuits would be appealed to the Federal Court of Appeals, if not the
US Supreme Court, and more importantly, that the lawsuits in and of themselves were not the
solution. Victories in the suits would give the preferred and common shareholders leverage in
negotiating with the government for a timely resolution. However, the solution for Fannie and Freddie
preferred stock, and ultimately housing reform, is political. Only the Executive Branch and/or
Congress can determine it. We took advantage of the recent sell-off and purchased more Fannie and
Freddie after the end of the quarter. While the Judges ruling is a short-term set-back and GSE
preferred stock will fluctuate with political headlines and developments in the legal trials, we continue
to believe in the fundamental value of Fannie & Freddie preferred stock, that the rule of law is on our
side, and that the risk/reward profile at $0.12 is highly attractive.
Lehman SIPA Claims
As we wrote in our last letter, the Court of Appeals for the Second Circuit ruled against the LBI Trustee
in August. While this decision implies that our free option" for 50% upside has expired, we expect to
make money and will ultimately recover $0.46-$0.47 (up from our initial estimates of $0.42-$0.45) on
our LBI claim versus our purchase price of $0.44. This is a prime example of how we had limited
downside in this investment, yet a meaningful probability for a large return. In September, LBI paid a
distribution of $0.17 to all claims holders.
30
Focused Credit Fund

Nii Capital Corp
Nii Capital Corp is a mobile communication services provider operating under the Nextel brand in
Latin America. When we invested in Nextel over one year ago, the company was experiencing declines
in their main markets and spending part of their significant cash to build out and improve their
networks. They were also able to access the capital markets to issue Senior debt and extend out their
liquidity runway. The companys results and cash burn over the next 12 months were worse than we
anticipated and traction on reversing the decline in subscribers was taking longer. The company filed
for bankruptcy in September as its business has been struggling with fierce competition in Brazil and
Mexico. We sold out of our position and realized a permanent loss. Nextel may well succeed in their
business plan, but it is not clear that the bonds we owned will benefit based on the timing and
ultimate value of the business.
Progress on Five Restructurings

The Fund has seen significant progress on a number of restructurings. At this point we have
completed or nearly completed the restructuring process for several of the holdings in the portfolio,
thus removing much of the uncertainty generated by this process. Given recent market turmoil, some
of these investments are currently trading at or below where they were as they were entering a
restructuring, even though we believe that each investment is now fundamentally more sound. In
others, like Codere or Energy Future Holdings, we are currently in a gain position. We expect many of
these investments that have recently emerged from the restructuring process to bear fruit in the next
six to 12 months.
As you know, unlike most mutual funds, we dont shy away from the event-driven/ restructuring
space. In fact, about 45%6 of the portfolio is in event-driven7 credit types of investments which
include capital infusions8, distressed investing9 and debt-for-equity.10 We are drawn to these types
of investments which offer a potential stream of returns that are not correlated to interest rates or
the high yield/ leveraged loan markets, as the outcome of these events are not always linked to
macroeconomic factors.
As with everything we do, our investments in this space are driven by thorough fundamental company
analysis which seeks to determine the valuation of the company and identify the fulcrum security11 in
the capital structure, as this would allow us to participate in the companys reorganization. As we
scour the investment universe, we look for good businesses with bad balance sheets that we believe
can be fixed. And by a good business, we mean a business that has a clear purpose or has a reason for
being, which ultimately is a necessary condition for reorganization, as otherwise the company ceases
to exist. As such, we blend our credit research with an equity-like focus and leverage off Third
Avenues long history in distressed, restructuring and bankruptcy.
6 As of the end of September 2014.
7 The definition of event-driven is quite broad as it includes all strategies that seek to exploit pricing inefficiencies that may occur when
companies are involved in a corporate event such as merger, takeover, spin-off, asset sale, restructuring, reorganization, liquidations,
bankruptcy and others. This covers a wide spectrum and includes diverse strategies such as merger arbitrage, credit arbitrage and activist
investing among others.
8 Capital infusions include DIP financing, rescue and exit capital.
9 Distressed investing refers to issuers whose securities trade at a spread greater than or equal to 1,000 bps above corresponding treasury
levels.
10 Debt-for-equity is an investment in which we buy the debt of a company and receive cash and/ or equity through the restructuring.
11 The fulcrum security is a concept at the core of our investment process which we have discussed at length in our Q1 2014 shareholder letter.
31
Focused Credit Fund

Ideal Standard: Out of Court Restructuring
Ideal Standard
Capital Structure*
Initial Positions
Revolving facilities
Senior Secured Notes
Preferred Equity
Equity
Pro-Forma Positions
Revolving facilities
Senior Secured notes (A Notes)
Senior Notes (B Notes)
Equity linked notes (C Notes)
Legacy Senior notes
Equity
Ideal Standard is one of Europes leading manufacturers and distributors of bathroom and
kitchen fixtures. The company has leading market share throughout most countries in Europe.
Bain Capital bought the company for $1.8 billion through a LBO in 2007. This is a good
example of an investment in our Fund: we bought a good business at a significant discount,
we are invested alongside high quality institutional investors and the investment has such
complexity that it is rarely (if ever) part of a traditional high yield mutual fund.
We initiated a position in Ideal Standard in December 2013 at a 70% discount to where Bain
had invested. We were able to accumulate 25% of the notes that we believed would be (and
in the end were) the fulcrum (11.75% EUR Senior Secured Notes), buying from investors
selling off the company on liquidity concerns. Up until this point this was a fairly routine
investment. Complications started when the company went into reorganization and initiated
an exchange offer that did not allow minority note holders, such as Third Avenue, to
participate in the equity, and intended to leave us with a high-yielding fixed income
instrument only. We contested this exchange offer and threatened a legal action in the US.
This gave us leverage; we were able to negotiate revisions to the exchange offer that allowed
us to get a 20% stake in the equity. The restructuring was completed in spring 2014. The
recapitalization values the company at $500 million today. We believe this investment, a 2.1%
position in the Fund as of October 31, 2014, has significant upside and limited downside.
Codere Financial: International Out of Court Restructuring
Codere Financial
Capital Structure*
Initial Positions
Super Senior Credit Facility
Senior Secured Bonds
PIK Loan
Equity
Pro-Forma Positions
Super Senior Credit Facility
2L Note
3L Note
Equity
Codere is a leading gaming company engaged in the management of gaming machines,

gaming halls, racetracks and betting locations in Spain, Italy, Mexico, Brazil, Argentina and
Uruguay. The investment is an example of a distressed European situation where the
company and bondholders were able to negotiate an out of court restructuring via a UK
scheme of arrangement.
Codere is a robust business, troubled by its exposure to Argentina and currency devaluation
risk in Latin America. Codere maintains a leadership position within its core markets, which
have higher barriers to entry. The company also has a flexible cost structure that allows for
robust cash flow generation. We analyzed Codere for a long time and purchased Senior
Secured Bonds in the $0.40 to $0.50 range, earlier this year, acting opportunistically on a
market dip caused by uncertainty in the restructuring process in Spain. Together with several
like-minded value investors, we were able to create a sustainable capital structure. Third
Avenue was part of the back-stop group, i.e., the group providing last-resort support for the
unsubscribed portion of the issuance, which deployed approximately $450 million of new
capital. While the restructuring occurred out of court, the process was quite complex. It
required getting comfortable with the insolvency (concurso) process in Spain and ultimately
leveraging off the potential to access the UK judicial system.
* Initial and pro-forma positions refer to positions before and after the restructuring. The Funds position is indicated in bold.
32
Focused Credit Fund

Energy Future Holdings: Capital Infusion/ Control Investment
Energy Future Holdings

Capital Structure*
Initial Positions
Operating Company Debt
EFIH 1st Lien Bonds
EFIH 2nd Lien Bonds
EFIH Unsecured Bonds
EFH Legacy Bonds
Private Equity
Pro-Forma Positions
Operating Company Debt
1st Lien Exit Debt
EFH/EFIH Post-Reorg Equity
Energy Future Holdings (EFH), the electrical utilities company headquartered in Texas, is also
the largest LBO and one of the largest non-financial bankruptcies in history. We wrote
extensively about our investment in this company in our Q2 2014 letter. EFH is an example of
how we can use the bankruptcy process to actively bid for a company.
After acquiring a material stake in the unsecured notes of the EFIH silo (which has a claim on
the transmission business Oncor in which we are interested), we joined four like-minded
funds to pursue value maximization through restructuring discussions. We formed part of a
group that had exchanged notes into an equity-like note with 12.25% payment in kind (PIK)
interest. In April of this year, our group announced a plan to backstop a $1.9 billion rights
offering in order to pay down debt and effectively buy the business through a bankruptcy
process. If successful, it would have been the second largest rights offering in history.
Unfortunately our plan will not go through as another group emerged with a topping bid,
prompting the company to conduct a full auction process. Our group is currently considering
options. In the meantime, the price of the bonds has more than doubled and we are receiving
the coupon.
This investment is a perfect example of the not bad downside of a fulcrum security, if our
analysis is correct. In an upside scenario we would take the equity of the company and the
potential for substantial gains in the future. The downside would be the payment in full of
our bonds and accrued interest --clearly not a terrible outcome. EFH is a 4.4% holding in the
Fund, as of October 31, 2014.
Momentive Performance Materials: Debt-for-Equity
Momentive
Capital Structure*
Initial Positions
1st Lien Notes
1.5 Lien Notes
2nd Lien Notes
Subordinate Notes
HoldCo PIK Notes
Pro-Forma Positions
1st Lien Notes
1.5 Lien Notes
Equity
Momentive is a private specialty chemical company for which Apollo Global Management was
the equity sponsor. The company is one of the largest global producers of silicones (well
known as economically sensitive chemical commodities) and quartz materials used in
semiconductors.
The company struggled in mid-2012, as new capacity that came on-line in 2011 started to
impact its margins and cash flows. At this point, we established a core position in Momentive
at an attractive discount to our conservatively estimated NAV. Continued pricing pressure and
liquidity issues led the company to file for bankruptcy in April 2014.
This company has an extremely complex capital structure. We purchased the Second Lien
Notes, which were the fulcrum security. Subordinate Notes and HoldCo PIK Notes that were
below us in the capital structure were wiped out with the bankruptcy. The First Lien Notes
and 1.5 Lien Notes above us got crammed up with takeback notes with very low yields. First
and 1.5 Liens are currently litigating the issue but we believe the ruling supporting this
transaction will stand. This was a straightforward process for us as we were invested in the
fulcrum security and our notes were exchanged for equities. We continue to hold these
33
Focused Credit Fund

securities and believe they offer significant return potential from here. This is a good business,
bound to recover with the silicone market and the broader US economy. Momentive is a 2.4%
position in the portfolio, as of October 31, 2014.
21st Century Oncology: Rescue Financing
21st Century Oncology

Capital Structure*
Initial Positions
Revolver
Cap Leases
2nd Lien Notes
Senior Sub Notes
Equity
Pro-Forma Positions
Revolver
Cap Leases
2nd Lien Notes
Senior Sub Notes
Equity
21st Century Oncology is a premier cancer care services and oncology radiation provider, with
150 facilities in the US. It also operates 35 centers located in six countries in Latin America.
21st Century Oncology has a large market share across all of these markets and is a
wonderfully innovative company. However, most recently it has been under distress and
dealing with liquidity concerns that can be mainly attributed to Medicare pricing and
regulatory risk that most companies in the Health Care sector carry, as well as its highly
levered balance sheet. Like most of the names in our Fund, this is an extremely contrarian
investment.
We initially invested in the company in 2012, but the events over the last year have been
most interesting. In January 2014, the company filed for an IPO. Over the course of the next
three months the bonds traded up from $0.80 to par. Then, in May the IPO was pulled, for
what we believe were the previous concerns (regulatory and financial leverage). In July, the
Proposed Regulatory Rules came out, which the market viewed as worse than expected.
The bonds traded down to $0.80; and we took the opportunity to double our position.
In light of the companys liquidity issues and because we found this investment so compelling,
we elected to get private and offered rescue financing through a $17.5 million bridge loan
that helped address immediate liquidity concerns. This loan was concurrent with a
Restructuring Support Agreement (RSA) that would equitize our bonds and provided
bondholders with 95% of the equity and board/operational control. The plan also allowed the
sponsor to raise a significant amount of outside capital to retain their equity stake ($150
million in equity behind the bonds). In late September, 21st Century received a $325 million
capital injection from the Canadian Pension Plan Investment Board. With a very low cost of
capital and extremely long dated time horizon, this is a great partner for the company. We
still own the bonds, as we believe, with a great partner and recent credit enhancement,
coupled with a new favorable final regulatory rule, the bonds remain attractive. Thus, we hold
a 2.6% position in 21st Century Oncology, as of October 31, 2014.
Looking Forward
From a fundamentals standpoint, the US economy seems to be recovering and default rates
continue to be at historical lows. From a credit standpoint, we are confident that almost all of
our investment theses continue to hold, in spite of the most recent episode of market
dislocation. Furthermore, as market volatility subsides, we expect some of the restructurings
discussed above and other beaten up investments to start to play out adding upside to the
income generated by the Fund. This gives us conviction in the portfolio as we look forward to
2015.
34
Focused Credit Fund

We thank you, as always, for your trust and your support of the Focused Credit Fund. We look
forward to writing to you again at the end of the next quarter and wish you a happy and
prosperous New Year.
Sincerely,
Third Avenue Focused Credit Fund Team
Thomas Lapointe, Lead Portfolio Manager
Joseph Zalewski, Portfolio Manager
Nathaniel Kirk, Portfolio Manager
Edwin Tai, Portfolio Manager
35
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THIRD AVENUE MANAGEMENT

Third Avenue Small-C ap Value Fund
Third Avenue R eal Estate Value Fund
Third Avenue Inter national Value Fund
ANNU AL REPORT
OCTOBER 31, 2014
THIRD AVENUE FUNDS

Privacy Policy
Third Avenue Funds (the Funds) respect your right to privacy. We also know that you expect us to conduct and process your business in an
accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect
from you on applications or other forms and from the transactions you make with us, our affiliates, or third parties. We do not disclose any
information about you or any of our former customers to anyone, except to our affiliates (which may include the Funds affiliated money
management entities) and service providers, or as otherwise permitted by law. To protect your personal information, we permit access only by
authorized employees. Be assured that we maintain physical, electronic and procedural safeguards that comply with federal standards to guard
your personal information.
Proxy Voting Policies and Procedures
The Funds have delegated the voting of proxies relating to their voting securities to the Funds investment adviser pursuant to the advisers proxy
voting guidelines. A description of these proxy voting guidelines and procedures, as well as information relating to how a Fund voted proxies
relating to portfolio securities during the most recent 12-month period ended June 30, is available by August 31 each year (i) without charge,
upon request, by calling (800) 443-1021, (ii) at the website of the Securities and Exchange Commission (SEC) at http://www.sec.gov, and (iii)
on the Funds website www.thirdave.com.
Schedule of Portfolio HoldingsForm N-Q
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The
Funds Form N-Q is available on the SECs website at http://www.sec.gov, and may be reviewed and copied at the SECs Public Reference Room
in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Third Avenue Trust

Portfolio Management Discussion
October 31, 2014 (Unaudited)
At October 31, 2014, the audited net asset values attributable to each of the 569,966 common shares outstanding of the Third Avenue Value
Fund Investor Class and 35,707,495 common shares outstanding of Third Avenue Value Fund Institutional Class were $59.54 and $59.69 per
share, respectively. This compares with audited net asset values at October 31, 2013 of $55.93 and $55.93 per share, respectively, adjusted for a
subsequent distribution to shareholders.
Third Avenue Value Fund Investor Class

Third Avenue Value Fund Institutional Class^
MSCI World Index
S&P 500 Index
Average Annual Returns for the periods

ended October 31, 2014
_________________________________________________
Three
Five
Ten
Since
Year
Year
Year
Inception
________
________
________
________
One Year ended

10/31/14
____________
6.45%
6.70%
9.25%
17.27%
13.45%
13.72%
15.02%
19.77%
N/A
8.71%
12.02%
16.69%
N/A
5.61%
7.52%
8.20%
7.39%
11.81%
7.99%
10.48%
Investor Class commenced investment operations on December 31, 2009.

^ Institutional Class commenced investment operations on November 1, 1990.
The date used to calculate the Since Inception performance for the index is the inception date of the Institutional Class.
The Third Avenue Value Fund Institutional Class (the Fund) generated positive 6.70% returns over the last fiscal year but underperformed its
benchmark, the MSCI World Index, which returned 9.25% over the same period. We continue to be positive about the outlook for our portfolio
positions, despite our disappointment in recent performance. Our investment theses on portfolio positions and our investment philosophy have
not been compromised. The companies continue to be very strong businesses and continue to trade at large discounts to our conservative
estimates of net asset value. We have been buyers of several of these existing positions during the recent market weakness, adding to several
positions in the Fund.
The top performers in the Fund during the year were: Cavco Industries, Inc., Covanta Holding Corp. and Intel Corp. We invested in Intel
common stock in early 2013 when the shares sold off meaningfully on investor fears of a poor near term outlook due to weak PC end-user
demand and general macro related weakness in IT spending. In our view, these were shorter term, macro related concerns. The strengths of Intel
showed through in its second quarter 2014 earnings report which benefitted from an improvement in PC demand, helped by upgrades driven
by the expiration of support for Windows XP and a realized 11% increase in pricing in its data center offerings, where Intel continues to be the
market leader. We closed this position at a profit as the discount gap narrowed.
Positions that detracted from performance over the fiscal year included: Daiwa Securities Group Inc., Lehman Brothers Holdings, Inc., SIPA
Claims and AGCO Corp. AGCO is a pure-play agricultural company dedicated to farm machinery, grain storage solutions and protein
production equipment. It maintains an investment grade balance sheet, is highly cash generative, and has been consistently profitable. Its current
valuation is depressed due to near term concerns regarding farmers incomes as well as general volatility in commodity markets.
The Fund added 14 new names during the year. Valmont Industries, Inc., General Motors Co., CBS Corp., Class B, and Brookdale Senior Living,
Inc. are the most recent additions. Valmont is the leader in mechanized irrigation equipment with 40% market share. This is a well-capitalized,
well-positioned company which we were able to purchase at a discount to our conservatively estimated Net Asset Value as a result of pricing pressure
stemming from temporary demand/supply imbalances both in the agricultural and utilities sectors.
The Fund sold off eight names during the year, including Henderson Land Development Co., Ltd., Intel Corp. and Tellabs Inc. The Funds
Tellabs, Inc. position was eliminated as full value was reached due to its takeover by private equity company Marlin Equity Partners.
THE INFORMATION IN THE PORTFOLIO MANAGEMENT DISCUSSION REPRESENTS A FACTUAL OVERVIEW OF THE
FUNDS PERFORMANCE AND IS NOT INTENDED TO BE A FORECAST OF FUTURE EVENTS, A GUARANTEE OF FUTURE
RESULTS NOR INVESTMENT ADVICE. VIEWS EXPRESSED ARE THOSE OF THE INVESTMENT TEAM AND MAY DIFFER
FROM THOSE OF OTHER INVESTMENT TEAMS OR THE FIRM AS A WHOLE. ALSO, PLEASE NOTE THAT ANY DISCUSSION
OF THE PORTFOLIOS HOLDINGS, THE FUNDS PERFORMANCE, AND THE INVESTMENT TEAMS VIEWS ARE AS OF
OCTOBER 31, 2014, AND ARE SUBJECT TO CHANGE.
The Funds performance may be influenced by a foreign countrys political, social and economic situation. Other risks include currency
fluctuations, less liquidity, lack of efficient trading markets, and different auditing and legal standards. These risks may result in more volatility
for the Fund. These and other risks are described more fully in the Funds prospectus.
Third Avenue Trust

Portfolio Management Discussion (continued)
Third Avenue Value Fund is offered by prospectus only. The prospectus contains more complete information on advisory fees, distribution charges,
and other expenses and should be read carefully before investing or sending money. Past performance is no guarantee of future results. Investment
return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than original cost. The Funds returns
should be viewed in light of its investment policy and objectives and quality of its portfolio securities and the periods selected. M.J. Whitman LLC
Distributor.
If you should have any questions, or for updated information (including performance data current to the most recent month-end) or a copy of our
prospectus, please call 1-800-443-1021 or go to our web site at www.thirdave.com. Current performance may be lower or higher than performance
quoted.
The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance
of 23 of the worlds most developed markets. The S&P 500 Index is a widely recognized benchmark of U.S. stock market performance that is
dominated by the stocks of large U.S. companies. The MSCI World Index and the S&P 500 Index are not securities that can be purchased or
sold, and their total returns are reflective of unmanaged portfolios. The returns include reinvestment of all distributions.
Third Avenue Trust

Comparison of a $10,000 Investment
(Unaudited)
Performance Illustration
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THIRD AVENUE VALUE FUND INVESTOR CLASS (TVFVX),
THE MSCI WORLD INDEX AND THE STANDARD & POORS 500 INDEX (S&P 500 INDEX)
FROM INCEPTION OF THE FUND (12/31/09) THROUGH OCTOBER 31, 2014
Average Annual Total Return

1 Year
6.45%
Since Inception
(12/31/09)
7.39%
3 Years
13.45%
$22,000
$21,000
$20,000
TVFVX*
MSCI World Index*
S&P 500 Index*
$20,029
$19,000
$18,000
$17,000
$16,634
$16,000
$15,000
$14,115
$14,000
$13,000
$12,000
$11,000
$10,000
$9,000
Inception Date
12/31/09
10/31/10
10/31/11
10/31/12
10/31/13
10/31/14
* Includes reinvestment of all distributions.

As with all mutual funds, past performance does not indicate future results. Performance may reflect fee waivers, expense offset arrangement
and/or recovery. 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. Also, the returns shown in the graph and table do not reflect the deduction
of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
Third Avenue Trust

Third Avenue Value Fund Institutional Class
(Unaudited)
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THIRD AVENUE VALUE FUND INSTITUTIONAL CLASS (TAVFX),
THE MSCI WORLD INDEX AND THE STANDARD & POORS 500 INDEX (S&P 500 INDEX)
FOR THE TEN YEARS ENDED OCTOBER 31, 2014

1 Year
6.70%
3 Years
13.72%
5 Years
8.71%
10 Years
5.61%
$25,000
TAVFX*
MSCI World Index*
S&P 500 Index*
$22,003
$20,643
$20,000
$17,261
$15,000
$10,000
$5,000
10/31/04
10/31/06
10/31/08
10/31/10
10/31/12
10/31/14

Third Avenue Trust

Industry Diversification
(Unaudited)
The summary of the Funds investments as of October 31, 2014 is as follows:
Oil & Gas Production & Services

Diversified Holding Companies
Asset Management
Depository Institutions
Insurance & Reinsurance
Automotive
Utilities
Manufactured Housing
U.S. Real Estate Operating Companies
Industry
Securities Brokerage
Steel & Specialty Steel
Non-U.S. Real Estate Operating Companies
Telecommunications
Software
Materials
Agricultural Equipment
Semiconductor & Related
Media & Entertainment
Other
Cash & Equivalents (Net)
0
10
% of Net Assets
The accompanying notes are an integral part of the financial statements.

5
15
Third Avenue Trust

Portfolio of Investments
at October 31, 2014
Principal
Amount ($)
Value
(Note 1)
Security
Corporate Bonds & Notes - 0.21%

Consumer Products - 0.21%
21,505,076
Home Products International, Inc.,
2nd Lien, Convertible,
6.000% Payment-in-kind Interest,
due 3/20/17 (b) (c) (d) (e) . . . . . . . . . . . . . . $
Total Corporate Bonds & Notes
(Cost $21,505,076) . . . . . . . . . . . . . . . . . . .
Claims - 0.75%
Securities Brokerage - 0.75%
63,101,500
Lehman Brothers Holdings, Inc.,
SIPA Claims (a) . . . . . . . . . . . . . . . . . . . . . .
Total Claims
(Cost $15,775,375) . . . . . . . . . . . . . . . . . . .
Shares
Common Stocks & Warrants - 95.08%
Agricultural Equipment - 2.25%
1,101,513
AGCO Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset Management - 7.70%
3,034,813
Bank of New York Mellon Corp. (The) . . . . . . . .
1,007,504
Brookfield Asset Management, Inc.,
Class A (Canada). . . . . . . . . . . . . . . . . . . . .
417,265
1,406,100
1,292,093
616,405
526,368
1,817,049
5,644,398
3,990,000
658,302
151,543,880
561,726
12,988,000
37
165,180
Automotive - 6.48%
Cie Generale des Etablissements Michelin
(France) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General Motors Co. . . . . . . . . . . . . . . . . . . . . . .
Toyota Industries Corp. (Japan) . . . . . . . . . . . .
Consumer Discretionary - 1.76%
Target Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Home Products International, Inc.(a)(b)(c)(d). . . .
Depository Institutions - 7.45%
Comerica, Inc. . . . . . . . . . . . . . . . . . . . . . . . . .
KeyCorp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diversified Holding Companies - 10.31%
Cheung Kong Holdings, Ltd. (Hong Kong). . . . .
Investor AB, Class B (Sweden) . . . . . . . . . . . . .
Lai Sun Garment International, Ltd.
(Hong Kong) (a) (c) . . . . . . . . . . . . . . . . . . .
Pargesa Holding S.A. (Switzerland) . . . . . . . . .
Wheelock & Co., Ltd. (Hong Kong) . . . . . . . . . .
Financial Insurance - 0.01%
Manifold Capital LLC (a) (b) (c) (d) . . . . . . . . .
Industrials - 1.04%
Valmont Industries, Inc. . . . . . . . . . . . . . . . . . .
Shares
108,073
962,488
127,500
81,699
4,507,464
Security
Insurance & Reinsurance - 6.51%
Alleghany Corp. (a). . . . . . . . . . . . . . . . . . . . . . $
Loews Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Olympus Re Holdings, Ltd.
(Bermuda) (a) (b) (d) . . . . . . . . . . . . . . . . . .
White Mountains Insurance Group, Ltd.
(Bermuda) . . . . . . . . . . . . . . . . . . . . . . . . . .
4,507,464
1,566,626
16,210,775
2,285,500
16,210,775
809,000
11,781,000
117,507,959
1,132,000
1,245,606
1,524,802
49,337,471
166,845,430
9,883,700
48,808,041
2,336,868
36,179,107
44,151,540
59,931,489
140,262,136
2,322,155
38,106,157
1,180,432
17,628,928
86,745,919
74,506,054
161,251,973
1,221,894
200,255
822,000
70,794,762
23,553,610
2,214,890
22,667,634
43,640,824
62,552,214
223,209,044
5,956,007
Manufactured Housing - 5.27%

Cavco Industries, Inc. (a) (c) . . . . . . . . . . . . . .
Materials - 2.46%
Canfor Corp. (Canada) (a) . . . . . . . . . . . . . . . .
Media & Entertainment - 2.03%
CBS Corp., Class B, Non Voting Shares . . . . . .
Non-U.S. Real Estate Operating
Companies - 2.74%
Hang Lung Group, Ltd. (Hong Kong) . . . . . . . . .
Oil & Gas Production & Services - 11.67%
Apache Corp. . . . . . . . . . . . . . . . . . . . . . . . . . .
Devon Energy Corp.. . . . . . . . . . . . . . . . . . . . . .
Total S.A. (France) . . . . . . . . . . . . . . . . . . . . . .
Daiwa Securities Group, Inc. (Japan) . . . . . . . .
Semiconductor & Related - 2.11%
NVIDIA Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Housing - 1.28%
Brookdale Senior Living, Inc. (a). . . . . . . . . . . .
Software - 2.66%
Symantec Corp. . . . . . . . . . . . . . . . . . . . . . . . .
Steel & Specialty Steel - 3.90%
POSCO, ADR (South Korea) . . . . . . . . . . . . . . . .
Telecommunications - 2.70%
Vodafone Group PLC (United Kingdom). . . . . . .
U.S. Real Estate Operating
Companies - 5.18%
Tejon Ranch Co. (a) (c). . . . . . . . . . . . . . . . . . .
Tejon Ranch Co., Warrants,
expire 8/31/16 (a) (c). . . . . . . . . . . . . . . . . .
Weyerhaeuser Co. (f). . . . . . . . . . . . . . . . . . . . .
Utilities - 6.07%
Covanta Holding Corp. . . . . . . . . . . . . . . . . . . .
Total Common Stocks & Warrants
(Cost $1,680,328,235) . . . . . . . . . . . . . . . . .
259,000
22,492,561

6
Value
(Note 1)
48,014,672
41,964,477
40,800
51,055,339
141,075,288
114,160,037
53,211,055
43,863,980
59,245,663
87,390,400
74,736,360
90,610,297
252,737,057
75,761,101
45,662,401
27,709,620
57,635,887
84,471,714
58,460,404
36,876,761
420,535
74,996,175
112,293,471
131,449,074
2,058,971,094
Third Avenue Trust

Portfolio of Investments (continued)
at October 31, 2014
Investment
Amount ($)
Value
(Note 1)
Security
Limited Partnerships - 0.00%#

Insurance & Reinsurance - 0.00%#
1,805,000
Insurance Partners II Equity Fund, L.P. (a) (b). . . . $
92,941
Total Limited Partnerships
(Cost $0) . . . . . . . . . . . . . . . . . . . . . . . . . . .
92,941
Total Investment Portfolio - 96.04%
(Cost $1,717,608,686) . . . . . . . . . . . . . . . . . 2,079,782,274
Other Assets less Liabilities - 3.96% . . . . . . .
85,707,697
NET ASSETS - 100.00% . . . . . . . . . . . . . . . . . . $2,165,489,971
Country Concentration
United States
Hong Kong
Japan
France
Canada
South Korea
United Kingdom
Bermuda
Switzerland
Sweden
Total
Notes:
ADR: American Depositary Receipt.
SIPA: Securities Investor Protection Act of 1970.
(a) Non-income producing security.
(b) Fair-valued security.
(c) Affiliated issuers - as defined under the Investment Company Act of 1940 (ownership of 5%
or more of the outstanding voting securities of these issuers).
(d) Security subject to restrictions on resale.
Shares/
Principal
Amount
($)
__________
526,368
$ 21,505,076
37
127,500
Issuer
_______________________
Home Products International, Inc.
2nd Lien, Convertible,
6.000% Payment-in-kind
Interest, due 3/20/17
Manifold Capital LLC
Olympus Re Holdings, Ltd.
5/30/07
Cost
________
$54,667,471
Market
Value
Per
Unit
_________
$0.00
3/16/07-10/2/14
9/24/97-11/10/06
12/20/01
21,505,076
37,712,514
11,911,136
20.96
7,000.00
0.32
Acquisition
Date
________
% of
Net Assets
_________
57.18%
9.94
6.27
5.85
4.74
3.90
2.70
2.36
2.01
___1.09
____
96.04%
___
__
____
___
__
Schedule of Written Options

Number
of Contracts Security
2,000 CBS Corp., Class B, Non Voting Shares, Put
(Premiums received $315,500)
At October 31, 2014, these restricted securities had a total market value of $4,807,264 or 0.22% of net assets of the Fund.
(e)
(f)
Payment-in-kind (PIK) security. Income may be paid in additional securities.

Security is a Real Estate Investment Trust.
U.S. issuer unless otherwise noted.
Amount represents less than 0.01% of total net assets.

7
Expiration
Date
11/22/14
Strike Price Value

$52.50 $206,000
Third Avenue Trust

At October 31, 2014, the audited net asset values attributable to each of the 351,223 common shares outstanding of the Third Avenue SmallCap Value Fund Investor Class and 18,041,377 common shares outstanding of the Third Avenue Small-Cap Value Fund Institutional Class were
$28.18 and $28.27 per share, respectively. This compares with audited net asset values at October 31, 2013 of $26.33 and $26.35 per share,
respectively, adjusted for a subsequent distribution to shareholders.
Third Avenue Small-Cap Value Fund Investor Class

Third Avenue Small-Cap Value Fund Institutional Class^
Russell 2000 Index
Russell 2000 Value Index
S&P Small Cap 600 Index

_________________________________________________
Three
Five
Ten
Since
Year
Year
Year
Inception
________
________
________
________
One Year ended

10/31/14
____________
6.85%
7.09%
8.06%
7.89%
9.29%
15.31%
15.57%
18.18%
17.94%
19.97%
N/A
13.18%
17.39%
16.15%
19.24%
N/A
6.85%
8.67%
7.81%
9.88%
11.90%
9.07%
8.66%
9.74%
10.62%

^ Institutional Class commenced investment operations on April 1, 1997.
The Third Avenue Small-Cap Value Fund Institutional Class (the Fund) generated a positive 7.09% return over the last fiscal year but slightly
underperformed its benchmark. The Russell 2000 Value Index return was 7.89% over the same period.
The top performers in the Fund for the year were: Multi-Color Corp., Susser Holdings Corp. and Legg Mason, Inc. Susser is the second-largest
independent convenience store operator and motor fuel distributer in the state of Texas and one of the largest company-operated convenience
store chains in the US. Susser stock outperformed as Energy Transfer Partners L.P. acquired the company.
Positions that detracted from performance over the fiscal year were: Dundee Corp., Stepan Co. and Blucora Inc. Dundee Corp. is a holding
company based in Toronto, Canada with wealth management, real estate and resources holdings. Dundee Corp.s share performance has been
weak in the most recent period, though it is hard to pinpoint any single business line or set of data points that accounts for that performance.
We view the share price decline as a widening of an already attractive discount.
Portfolio activity reduced the total number of portfolio holdings, increasing portfolio concentration. However, the Fund added 18 new names,
including Genpact Ltd., SunCoke Energy, Inc. and CSG Systems Intl., Inc. Genpact underperformed the broader equity markets in 2013 as
managements forecasted growth, while solid, fell short of raised expectations. Genpact, founded as the captive offshore outsourcing business for
General Electric, is adding and diversifying revenue sources as it weans its way off of its former parent. We believe it is poised to benefit from
healthy longer term demand trends for outsourcing. Genpact enjoys long-term customer contracts that generate a high proportion of recurring
revenues and a strong balance sheet that generates ample cash flow to promote downside protection and flexibility for new growth opportunities.
The Fund sold out of 33 names during the year, reflecting our view that the market prices for these holdings had risen to close to our estimate
of Net Asset Value or were replaced with better risk versus reward opportunities. Dispositions included Tellabs Inc., Segro PLC, Wacker Neuson
SE and Pioneer Energy Services Corp. The Funds Tellabs Inc. position was eliminated as full value was reached due to its takeover by private
equity company Marlin Equity Partners.
Small-cap companies carry additional risks because their share prices may be more volatile, and their securities may be less liquid than larger,
more established companies. Such investments may increase the risk of greater price fluctuations. These and other risks are described more fully
in the Funds prospectus.
Third Avenue Small-Cap Value Fund is offered by prospectus only. The prospectus contains more complete information on advisory fees,
distribution charges, and other expenses and should be read carefully before investing or sending money. Past performance is no guarantee of
future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than
original cost. The Funds returns should be viewed in light of its investment policy and objectives and quality of its portfolio securities and the
periods selected. M.J. Whitman LLC Distributor.
8
Third Avenue Trust

quoted.
The Russell 2000 Index measures the performance of small companies. The Russell 2000 Value Index measures the performance of those Russell
2000 companies with lower price-to-book ratios and lower forecasted growth values. The S&P Small Cap 600 Index is a small cap index that
covers approximately 3% of the U.S. equities market and consists of companies that meet specific inclusion criteria to ensure that they are investable
and financially viable. The Russell 2000 Index, the Russell 2000 Value Index, and the S&P Small Cap 600 Index are not securities that can be
purchased or sold, and their total returns are reflective of unmanaged portfolios. The returns include reinvestment of all distributions.
Third Avenue Trust

(Unaudited)
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THIRD AVENUE SMALL-CAP VALUE FUND INVESTOR CLASS (TVSVX),
THE RUSSELL 2000 INDEX, THE RUSSELL 2000 VALUE INDEX AND THE S&P SMALL CAP 600 INDEX

1 Year
6.85%
3 Years
15.31%
Since Inception
(12/31/09)
11.90%
$25,000
TVSVX*
Russell 2000 Index*
Russell 2000 Value Index*
S&P Small Cap 600 Index*
$21,622
$20,000
$20,005
$19,041
$17,223
$15,000
$10,000
$5,000
Inception Date
12/31/09
10/31/10
10/31/11
10/31/12
10/31/13
10/31/14

10
Third Avenue Trust

Third Avenue Small-Cap Value Fund Institutional Class
(Unaudited)
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THIRD AVENUE SMALL-CAP VALUE FUND INSTITUTIONAL CLASS (TASCX),
THE RUSSELL 2000 INDEX, THE RUSSELL 2000 VALUE INDEX AND THE S&P SMALL CAP 600 INDEX

1 Year
7.09%
$30,000
3 Years
15.57%
5 Years
13.18%
10 Years
6.85%
TASCX*
Russell 2000 Index*
Russell 2000 Value Index*
S&P Small Cap 600 Index*
$25,658
$25,000
$22,962
$21,221
$20,000
$19,405
$15,000
$10,000
$5,000
10/31/04
10/31/06
10/31/08
10/31/10
10/31/12
10/31/14

11
Third Avenue Trust

(Unaudited)
Industrial Services
Bank & Thrifts
Consulting and Information Technology Services
Software and Services
Industrial Equipment
Industry
Energy Services
Electronic Components
Industrial Capital Equipment Manufacturers
Chemicals & Industrial Materials
Auto Parts and Services
Healthcare
Consumer Products and Services
Asset Management
Metals Manufacturing
Media
Other
0
10
% of Net Assets

12
15
20
Third Avenue Trust

at October 31, 2014
Shares
Value
(Note 1)
Security
Common Stocks - 99.49%

Asset Management - 2.15%
214,432
Legg Mason, Inc. . . . . . . . . . . . . . . . . . . . . . . .
Auto Parts and Services - 3.05%
239,800
Cooper Tire & Rubber Co. . . . . . . . . . . . . . . . . .
205,504
Standard Motor Products, Inc. . . . . . . . . . . . . .
89,071
172,239
85,900
169,563
154,801
404,375
Bank & Thrifts - 8.70%

City National Corp. . . . . . . . . . . . . . . . . . . . . . .
Commerce Bancshares, Inc. . . . . . . . . . . . . . . .
Cullen/Frost Bankers, Inc. . . . . . . . . . . . . . . . .
Prosperity Bancshares, Inc. . . . . . . . . . . . . . . .
UMB Financial Corp.. . . . . . . . . . . . . . . . . . . . .
Valley National Bankcorp . . . . . . . . . . . . . . . . .
188,024
420,036
Chemicals & Industrial Materials - 3.53%

Stepan Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SunCoke Energy, Inc. (a). . . . . . . . . . . . . . . . . .
175,189
286,592
637,466
168,903
119,665
Consulting and Information Technology

Services - 8.49%
ExlService Holdings, Inc. (a) . . . . . . . . . . . . . . .
FTI Consulting, Inc. (a) . . . . . . . . . . . . . . . . . . .
Genpact Ltd. (Bermuda) (a) . . . . . . . . . . . . . . .
ICF International, Inc. (a) . . . . . . . . . . . . . . . . .
Syntel, Inc. (a) . . . . . . . . . . . . . . . . . . . . . . . . .
147,715
153,458
Consumer Products and Services - 2.43%

CST Brands, Inc.. . . . . . . . . . . . . . . . . . . . . . . .
VCA, Inc. (a) . . . . . . . . . . . . . . . . . . . . . . . . . . .
63,408
579,165
1,980,031
203,082

Ackermans & van Haaren NV (Belgium) . . . . . .
Dundee Corp., Class A (Canada) (a). . . . . . . . .
JZ Capital Partners, Ltd. (Guernsey). . . . . . . . .
Leucadia National Corp. . . . . . . . . . . . . . . . . . .
95,456
202,611
258,850
Electronic Components - 3.74%

Anixter International, Inc. . . . . . . . . . . . . . . . . .
Ingram Micro, Inc., Class A (a). . . . . . . . . . . . .
Insight Enterprises, Inc. (a) . . . . . . . . . . . . . . .
243,879
77,326
96,552
Energy Services - 3.75%

Era Group, Inc. (a) . . . . . . . . . . . . . . . . . . . . . .
SEACOR Holdings, Inc. (a) . . . . . . . . . . . . . . . .
SemGroup Corp., Class A . . . . . . . . . . . . . . . . .
302,611
Forest Products & Paper - 1.47%

P.H. Glatfelter Co. . . . . . . . . . . . . . . . . . . . . . . .
Shares
$ 11,150,464
7,723,958
8,121,518
15,845,476
7,010,778
7,795,537
6,941,579
10,239,910
9,223,044
4,035,662
45,246,510
8,325,703
10,038,860
18,364,563
4,903,540
11,572,585
11,187,528
6,137,935
10,364,186
44,165,774
5,650,099
6,993,081
12,643,180
211,700
55,907
Healthcare - 2.98%
Patterson Cos., Inc. . . . . . . . . . . . . . . . . . . . . .
Teleflex, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . .
250,500
421,279
Industrial Capital Equipment

Manufacturers - 3.58%
Barnes Group, Inc. . . . . . . . . . . . . . . . . . . . . . .
Rofin-Sinar Technologies, Inc. (a). . . . . . . . . . .
257,200
126,606
112,871
263,921
127,523
67,398
Industrial Equipment - 7.87%

Actuant Corp., Class A . . . . . . . . . . . . . . . . . . .
Alamo Group, Inc. . . . . . . . . . . . . . . . . . . . . . . .
EnerSys, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . .
LSB Industries, Inc. (a). . . . . . . . . . . . . . . . . . .
Regal-Beloit Corp. . . . . . . . . . . . . . . . . . . . . . .
Tredegar Corp. . . . . . . . . . . . . . . . . . . . . . . . . .
215,957
113,800
162,718
440,861
245,483
202,246
407,544
120,710
257,019
Industrial Services - 15.97%

ABM Industries, Inc. . . . . . . . . . . . . . . . . . . . . .
Clean Harbors, Inc. (a) . . . . . . . . . . . . . . . . . . .
Cubic Corp.. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Darling Ingredients, Inc. (a) . . . . . . . . . . . . . . .
EMCOR Group, Inc. . . . . . . . . . . . . . . . . . . . . . .
Multi-Color Corp. . . . . . . . . . . . . . . . . . . . . . . .
Tetra Tech, Inc. . . . . . . . . . . . . . . . . . . . . . . . . .
UniFirst Corp. . . . . . . . . . . . . . . . . . . . . . . . . . .
World Fuel Services Corp. . . . . . . . . . . . . . . . . .
74,000
20,143
121,590
311,085
7,905,440
8,211,753
13,319,091
4,829,290
34,265,574
129,726
8,129,987
5,438,079
5,888,837
19,456,903
66,648
107,276
111,048
5,704,330
6,375,529
7,410,366
19,490,225
614,387
352,298
206,607
554,455
Industrials - 0.59%
United Stationers, Inc. . . . . . . . . . . . . . . . . . . .
Insurance & Reinsurance - 6.16%
Alleghany Corp. (a). . . . . . . . . . . . . . . . . . . . . .
Arch Capital Group, Ltd. (Bermuda) (a) . . . . . .
HCC Insurance Holdings, Inc. . . . . . . . . . . . . . .
Media - 1.89%
Madison Square Garden, Co. (The),
Class A (a) . . . . . . . . . . . . . . . . . . . . . . . . . .
Metals Manufacturing - 1.92%
Encore Wire Corp. . . . . . . . . . . . . . . . . . . . . . . .
Kaiser Aluminum Corp.. . . . . . . . . . . . . . . . . . .
Securities Trading Services - 0.94%
Broadridge Financial Solutions, Inc.. . . . . . . . .
Software and Services - 8.14%
Allscripts Healthcare Solutions, Inc. (a) . . . . . .
CSG Systems International, Inc. . . . . . . . . . . . .
InterDigital, Inc. . . . . . . . . . . . . . . . . . . . . . . . .
Progress Software Corp. (a) . . . . . . . . . . . . . . .
7,634,875

13
Value
(Note 1)
Security
9,126,387
6,380,107
15,506,494
9,158,280
9,432,437
18,590,717
8,150,668
5,423,801
7,088,299
9,904,955
9,050,307
1,281,910
40,899,940
5,969,051
5,647,894
7,849,516
7,759,154
10,833,165
9,970,728
10,926,255
13,466,408
10,599,464
83,021,635
3,090,980
8,949,132
6,847,949
16,235,526
32,032,607
9,828,042
2,528,625
7,461,046
9,989,671
4,878,339
8,429,390
9,339,420
10,212,584
14,360,384
42,341,778
Third Avenue Trust

at October 31, 2014
Shares
Security
Value
(Note 1)
Common Stocks (continued)

U.S. Real Estate Investment Trust - 1.31%
189,619
Tanger Factory Outlet Centers Inc. . . . . . . . . . . $ 6,782,672
U.S. Real Estate Operating Companies - 4.24%
143,227
Alico, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,285,076
203,867
6,872,357
151,065
Forestar Group, Inc. (a). . . . . . . . . . . . . . . . . . .
2,636,084
84,239
Vail Resorts, Inc.. . . . . . . . . . . . . . . . . . . . . . . .
7,274,880
22,068,397
Total Common Stocks
(Cost $392,335,656) . . . . . . . . . . . . . . . . . .
517,294,816
(Cost $392,335,656) . . . . . . . . . . . . . . . . . .
517,294,816
Other Assets less Liabilities - 0.51% . . . . . . .
2,656,056
NET ASSETS - 100.00% . . . . . . . . . . . . . . . . . . $519,950,872
Notes:
United States
Bermuda
Guernsey
Canada
Belgium
Total
% of
Net Assets
_________
90.36%
3.47
2.56
1.58
___1.52
____
99.49%
__
_
______
_____

14
Third Avenue Trust

At October 31, 2014, the audited net asset values attributable to each of the 11,552,175 common shares outstanding of the Third Avenue Real
Estate Value Fund Investor Class and 89,450,144 common shares outstanding of the Third Avenue Real Estate Value Fund Institutional Class
were $31.84 and $32.05 per share, respectively. This compares with audited net asset values at October 31, 2013 of $28.74 and $28.86 per share,
respectively, adjusted for a subsequent distribution to shareholders.
Third Avenue Real Estate Value Fund Investor Class

Third Avenue Real Estate Value Fund Institutional Class^
FTSE EPRA/NAREIT Developed Index

_________________________________________________
Three
Five
Ten
Since
Year
Year
Year
Inception
________
________
________
________
One Year ended

10/31/14
____________
10.84%
11.11%
10.66%
18.34%
18.63%
13.55%
N/A
13.70%
12.95%
N/A
7.44%
8.06%
12.94%
11.89%
10.89%

^ Institutional Class commenced investment operations on September 17, 1998.
Third Avenue Real Estate Value Fund Institutional Class (the Fund) generated 11.11% returns over the last fiscal year, outperforming its
benchmark. The FTSE EPRA/NAREIT Developed Index returned 10.66% over the same period.
The largest contributors to performance during the fiscal year were the common stocks of Songbird Estates PLC, and Cheung Kong Holdings,
Ltd. and the private equity of Newhall Holding Co. LLC. Songbird Estates is a UK based holding company that is the controlling shareholder
of the Canary Wharf Group (Canary Wharf), a UK based real estate operating company that owns more than 7 million square feet of class-A
office and retail space and also controls the largest development pipeline in London with 11 million square feet of entitlements. During the year,
the value of Canary Wharfs development pipeline began to be recognized and Songbirds stock increased by more than 60%. Newhall is a land
development company based in the US that owns more than 30,000 acres in Los Angeles County that are entitled for more than 20,000
residential homesites, and in excess of 600 acres of commercial development. During the year, fundamentals for the residential markets in
Southern California improved as excess inventory was absorbed, sales activity picked up, and residential prices increased in most sub-markets.
Given this backdrop, Newhalls units increased in price during the year. Cheung Kong is a Hong Kong based holding company with investments
in property, power, infrastructure, and other private equity like holdings. During the year the company monetized some of its non-core
investments, paid shareholders a special dividend, and began to see the benefits of some of the contrarian investments it made in Europe over
the past few years. As a result, the stock price responded favorably, increasing by more than 23% during the fiscal year.
The three largest detractors to performance during the year were Tejon Ranch Co., Inmobiliaria Colonial S.A. and Wheelock & Co., Ltd. Despite
the negative performance during the fiscal year, our long-term investment theses for all three investments remain intact as each company
continues to have a strong financial position, trades at a discount to our estimate of net asset value, and has prospects to increase its net asset
value by 10% or more per year when looking out over the next three to five years. For example, Inmobiliaria Colonial, a Spanish real estate
operating company, declined in price during the period however remains incredibly well positioned when looking out over the medium to long
term. This is a result of the company raising more than 1.3 billion Euro of capital during the past year to reduce its debt levels and position the
company to benefit from leasing up its portfolio which sits nearly 20% vacant today. As the company executes on filling this vacant space, it is
our expectation that the cash flows and underlying value of the portfolio will increase from current levels.
Generally speaking, real estate securities have had strong performance over the past five years. The Fund is therefore utilizing its flexible mandate
to get exposure to securities that are more likely to exhibit inefficient pricing than those in the broader real estate indices. For instance, recent
portfolio activity included initiating positions in Zions Bancorporation and Realogy Holdings Corp., both non-traditional real estate companies.
Zions is a bank holding company with more than 50% of its loans secured by real estate. It also has a very attractive geographic footprint with
its core business located in Utah, Texas and Coastal California. Realogy is the largest residential brokerage company in the US; it is involved with
roughly one in every four residential transactions. In addition to these two new positions, the Fund has initiated eight positions and closed eight
positions over the last fiscal year.
After taking into account recent activity, the Funds invested capital remains concentrated in the pockets of the real estate universe that offer
tremendous value, including the US residential markets, companies with entitlements for new developments in well-located markets, small and
mid-sized property companies that could be acquisition targets, and other special situations. The Fund also continues to have about 15% of its
capital in Cash & Equivalents. This dry powder should serve to cushion the Funds returns in a down market as well as provide the capital
necessary to add other attractive investments as opportunities arise.
15
Third Avenue Trust

Real estate investments may be subject to special risks, including risks related to general and local economic conditions, and changes in real estate
values that may have negative effects on issuers related to the real estate industry. The Funds investments in small and medium capitalization
stocks may experience more volatility than larger capitalization stocks. These and other risks are described more fully in the Funds prospectus.
Third Avenue Real Estate Value Fund is offered by prospectus only. The prospectus contains more complete information on advisory fees,
If you should have any questions, or for updated information (including performance data current to the most recent month-end) or a copy of
our prospectus, please call 1-800-443-1021 or go to our web site at www.thirdave.com. Current performance may be lower or higher than
performance quoted.
The FTSE EPRA/NAREIT Developed Index is designed to reflect the stock performance of companies engaged in specific aspects of the North
American, European and Asian Real Estate markets. The FTSE EPRA/NAREIT Developed Index is not a security that can be purchased or sold,
and its total returns are reflective of unmanaged portfolios. The returns include reinvestment of all distributions.
16
Third Avenue Trust

(Unaudited)
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THIRD AVENUE REAL ESTATE VALUE FUND INVESTOR CLASS (TVRVX)
AND THE FTSE EPRA/NAREIT DEVELOPED INDEX

1 Year
10.84%
Since Inception
(12/31/09)
12.94%
3 Years
18.34%
$22,000
TVRVX*
FTSE EPRA/NAREIT Developed Index*
$20,000
$18,004
$17,417
$18,000
$16,000
$14,000
$12,000
$10,000
$8,000
Inception Date
12/31/09
10/31/10
10/31/11
10/31/12
10/31/13
10/31/14

17
Third Avenue Trust

Third Avenue Real Estate Value Fund Institutional Class
(Unaudited)
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THIRD AVENUE REAL ESTATE VALUE FUND INSTITUTIONAL CLASS (TAREX)
AND THE FTSE EPRA/NAREIT DEVELOPED INDEX

1 Year
11.11%
3 Years
18.63%
5 Years
13.70%
10 Years
7.44%
$25,000
TAREX*
FTSE EPRA/NAREIT Developed Index*
$21,709
$20,473
$20,000
$15,000
$10,000
$5,000
10/31/04
10/31/06
10/31/08
10/31/10
10/31/12
10/31/14

18
Third Avenue Trust

(Unaudited)
U.S. Real Estate Investment Trusts
Non-U.S. Real Estate Investment Trusts
Forest Products & Paper
Industry
Banks
Lodging & Hotels
Retail-Building Products
Non-U.S. Real Estate Consulting/Management
Real Estate Consulting/Management
Senior Housing
Short Term Investments
0
0
10
15
% of Net Assets
20

19
25
30
Third Avenue Trust

at October 31, 2014
Principal
Amount
Value
(Note 1)
Security
Shares
1,735,200
4,706,158
6,117,746
450,000
6,302,119

Rayonier, Inc. (c). . . . . . . . . . . . . . . . . . . . . . . .
Weyerhaeuser Co. (c) . . . . . . . . . . . . . . . . . . . .
Lodging & Hotels - 3.97%
Hersha Hospitality Trust (c) . . . . . . . . . . . . . . .
Hyatt Hotels Corp., Class A (a) . . . . . . . . . . . . .
Millennium & Copthorne Hotels PLC
(United Kingdom) . . . . . . . . . . . . . . . . . . . . .
6,002,254
2,752,003
Non-U.S. Real Estate

Consulting/Management - 2.24%
Countrywide PLC (United Kingdom) . . . . . . . . .
Savills PLC (United Kingdom). . . . . . . . . . . . . .
72,421,056
366,031
9,910,908
8,839,052
800,000
Non-U.S. Real Estate Investment

Trusts - 10.61%
Dexus Property Group (Australia) . . . . . . . . . . .
Gecina S.A. (France) . . . . . . . . . . . . . . . . . . . . .
Hammerson PLC (United Kingdom) . . . . . . . . .
Segro PLC (United Kingdom). . . . . . . . . . . . . . .
Wereldhave N.V. (Netherlands) . . . . . . . . . . . . .
1,546,126
7,018,000
10,998,950
3,888,963
8,377,000

Companies - 24.94%
Brookfield Asset Management, Inc.,
Class A (Canada). . . . . . . . . . . . . . . . . . . . .
Cheung Kong Holdings, Ltd. (Hong Kong). . . . .
City Developments Ltd. (Singapore) . . . . . . . . .
Globe Trade Centre S.A. (Poland) (a) . . . . . . . .
Hang Lung Properties Ltd. (Hong Kong) . . . . . .
Value
(Note 1)

Companies - (continued)
10,438,657
Henderson Land Development Co., Ltd.
(Hong Kong) . . . . . . . . . . . . . . . . . . . . . . . . . $ 70,464,620
11,373,967
Hysan Development Co., Ltd. (Hong Kong) . . . .
51,845,513
135,653,174
Inmobiliaria Colonial S.A. (Spain) (a). . . . . . . .
95,536,390
21,869,072
Quintain Estates & Development PLC
(United Kingdom) (a) . . . . . . . . . . . . . . . . . .
28,686,715
25,312,837
Songbird Estates PLC (United Kingdom) (a). . .
106,293,507
11,760,055
Westfield Corp. (Australia) (c) . . . . . . . . . . . . .
81,963,142
11,975,500
Wheelock & Co., Ltd. (Hong Kong) . . . . . . . . . .
57,675,857
806,764,588
Real Estate Consulting/Management - 2.01%
1,584,200
Realogy Holdings Corp. (a) . . . . . . . . . . . . . . . .
64,968,042
Retail-Building Products - 2.97%
1,681,330
Lowes Cos., Inc.. . . . . . . . . . . . . . . . . . . . . . . .
96,172,076
Senior Housing - 1.95%
1,873,595
63,158,888
U.S. Real Estate Investment Trusts - 14.68%
3,460,150
Equity Commonwealth . . . . . . . . . . . . . . . . . . .
92,420,607
5,208,031
First Industrial Realty Trust, Inc. . . . . . . . . . . .
101,712,845
1,179,882
Post Properties, Inc. . . . . . . . . . . . . . . . . . . . . .
66,002,599
2,515,510
Starwood Waypoint Residential Trust (b) . . . . .
65,856,052
1,829,978
Tanger Factory Outlet Centers, Inc.. . . . . . . . . .
65,458,313
760,194
Vornado Realty Trust. . . . . . . . . . . . . . . . . . . . .
83,226,039
474,676,455
5,846,798
Forest City Enterprises, Inc., Class A (a) . . . . .
122,139,610
941,627
Tejon Ranch Co. (a) . . . . . . . . . . . . . . . . . . . . .
28,418,303
139,089
Tejon Ranch Co., Warrants, expire 8/31/16 (a) . .
292,087
3,369,445
Trinity Place Holdings, Inc. (a) (d) (e) . . . . . . .
19,295,656
170,145,656
(Cost $1,936,010,870) . . . . . . . . . . . . . . . . . 2,588,781,730
Preferred Stocks - 1.05%
Companies - 1.05%
189,696
Concrete Investment II SCA (Luxembourg) (a) . .
33,993,569
Total Preferred Stocks
(Cost $27,535,807) . . . . . . . . . . . . . . . . . . .
33,993,569
Term Loans - 0.11%

Non-U.S. Real Estate Operating Companies - 0.11%
Concrete Investment I, Term Loan
(Netherlands):
50,450 EUR
Tranche A2, 2.007%, due 3/31/16 (d)(g) . . . $
63,221
19,273 EUR
Tranche A3, 2.007%, due 3/31/16 (d)(g) . . .
24,152
Concrete Investment II, Term Loan (Netherlands):
34,283 EUR
Tranche A2, 2.007%, due 3/31/16 (d)(g) . . .
42,961
4,818 EUR
Tranche A3, 2.007%, due 3/31/16 (d)(g) . . .
6,038
IVG Immobilien AG, Term Loan (Netherlands):
Tranche A1, 9.506%, due 9/30/17 (d)(g) . . .
1,289,624
1,029,107 EUR
1,525,378 EUR
Tranche A2, 9.506%, due 9/30/17 (d)(g) . . .
1,911,526
Total Term Loans
(Cost $3,631,007) . . . . . . . . . . . . . . . . . . . .
3,337,522
Shares
Banks - 4.68%
1,939,049
PNC Financial Services Group, Inc.,
Warrants, expire 12/31/18 (a) . . . . . . . . . . .
1,156,551
Wells Fargo & Co., Warrants, expire 10/28/18 (a). .
2,773,300
Zions Bancorporation . . . . . . . . . . . . . . . . . . . .
Security
46,304,490
24,819,585
80,342,501
151,466,576
58,077,144
159,350,510
217,427,654
44,598,368
26,649,000
57,262,663
128,510,031
43,976,074
28,351,196
72,327,270
77,114,187
49,538,651
97,187,526
53,759,399
65,564,731
343,164,494
Units
Private Equities - 3.12%
28,847,217
Newhall Holding Co. LLC, Class A Units (a) (b) . . .
Total Private Equities
(Cost $75,516,192) . . . . . . . . . . . . . . . . . . .
75,713,790
124,520,712
80,906,108
7,017,747
26,140,487

20
100,965,259
100,965,259
Third Avenue Trust

at October 31, 2014
Notional
Amount
Value
(Note 1)
Security
Purchased Options - 0.07%

Foreign Currency Put Options - 0.07% (a)
46,000,000 AUD Australian Currency, strike 0.9250 AUD,
expire 11/6/14 . . . . . . . . . . . . . . . . . . . . . . . $
35,000,000 AUD Australian Currency, strike 0.8593 AUD,
expire 12/4/14 . . . . . . . . . . . . . . . . . . . . . . .
Total Purchased Options
(Cost $634,536) . . . . . . . . . . . . . . . . . . . . . .
Schedule of Written Options

Notional Amount/
Number of
Contracts
46,000,000 AUD
35,000,000 AUD
4,600
5,400
4,000
2,114,137
121,002
2,235,139
Principal
Amount ($)
Short Term Investments - 3.09%
U.S. Government Obligations - 3.09%
100,000,000
U.S. Treasury Bills, 0.02%#, due 11/6/14. . . . .
99,999,792
Total Short Term Investments
(Cost $99,999,792) . . . . . . . . . . . . . . . . . . .
99,999,792
(Cost $2,143,328,204) . . . . . . . . . . . . . . . . . 2,829,313,011
Other Assets less Liabilities - 12.53% (f) . . . .
405,369,989
NET ASSETS - 100.00% . . . . . . . . . . . . . . . . . . $3,234,683,000
Security
Australian Currency, Call
Australian Currency, Call
Lennar Corp., Put
Lennar Corp., Put
Realogy Holdings Corp., Put
(Premiums received $2,526,543)
AUD: Australian Dollar.

Schedule of Forward Foreign Currency Contracts
Settlement
Settlement
Value at
Unrealized
Contracts to Sell Counterparty
Date
Value
10/31/14
Appreciation
96,683,000 EUR Goldman Sachs & Co.
11/26/14 $122,275,203 $121,177,901 $1,097,302
96,683,000 EUR Morgan Stanley & Co. LLC 11/26/14 122,284,417 121,177,901 __1,106,516
___________
$2,203,818
___
_______
__
_____
___
___
___
EUR: Euro.
Notes:
AUD: Australian Dollar.
EUR: Euro.
(b) Affiliated issuers - as defined under the Investment Company Act of 1940 (ownership of 5%
(c) Security is a Real Estate Investment Trust.
(d) Fair-valued security.
(e) Security subject to restrictions on resale.
Shares
__________
3,369,445
Issuer
_______________________
Trinity Place Holdings, Inc.
Acquisition Date
____________
10/2/13-11/6/13
Cost
_________
$13,477,776
Market
Value
Per Unit
_________
$5.73
At October 31, 2014, the restricted security had a total market value of $19,295,656 or 0.60% of net assets of the Fund.
(f) Includes restricted cash pledged to and received from counterparty as collateral management for forward foreign currency contracts and options.
(g) Variable rate security. The rate disclosed is in effect as of October 31, 2014.
# Annualized yield at date of purchase.
United States*
United Kingdom
Hong Kong
Australia
Spain
Singapore
Canada
Netherlands
France
Luxembourg
Poland
Total
Expiration
Date
Strike Price Value
11/6/14 0.9400AUD $
12/4/14 0.8730AUD 415,566

11/22/14
$37.00
50,600
11/22/14
$38.00
64,800
11/22/14
$32.50 _____
50,000
______
$580,966
_
_
__
_
__
__
_____________
% of
Net Assets
_________
46.69%
12.85
10.22
4.99
2.95
2.50
2.34
2.13
1.53
1.05
0.22
_______
87.47%
_______
_______
* Includes cash equivalents.

21
Third Avenue Trust

At October 31, 2014, the audited net asset values attributable to each of the 697,613 common shares outstanding of the Third Avenue
International Value Fund Investor Class and 19,260,527 common shares outstanding of the Third Avenue International Value Fund Institutional
Class were $17.58 and $17.63 per share, respectively. This compares with audited net asset values at October 31, 2013 of $19.74 and $19.74
per share, respectively, adjusted for a subsequent distribution to shareholders.
Third Avenue International Value Fund Investor Class

Third Avenue International Value Fund Institutional Class^
MSCI All Country World ex US Index

_________________________________________________
Three
Five
Ten
Since
Year
Year
Year
Inception
________
________
________
________
One Year ended

10/31/14
____________
(10.96%)
(10.79%)
0.49%
5.92%
6.16%
8.25%
N/A
4.45%
6.55%
N/A
4.71%
7.06%
3.67%
8.36%
7.72%

^ Institutional Class commenced investment operations on December 31, 2001.
Third Avenue International Value Fund Institutional Class (the Fund) generated -10.79% returns over the last fiscal year, underperforming its
benchmark. The MSCI All Country World ex-US Index returned 0.49% over the same period.
Much of the Funds underperformance can be attributed to its overweight to German equity, which had poor performance over the period. In
addition, the depreciation of the Euro relative to the USD, the underperformance of small caps and the broad based decline in commodity related
stocks weighed on portfolio performance.
The top performers in the Fund were: Weyerhaeuser Co., Netia S.A. and Segro PLC. Weyerhaeuser, the second largest owner of timberlands in
the US, is a Real Estate Investment Trust which also incorporates wood products and wood fiber businesses. This company is benefiting from a
recovery in the US housing market, which albeit slow, continues to expand at a healthy pace. Weyerhaeuser is also uniquely well positioned to
provide much needed timber and lumber to fast growing Asian markets. Weyerhaeuser recently merged and spun out its home building business,
WRECO, to TRI Pointe Homes, realizing significant value for what had been an underperforming asset.
Positions that detracted from performance over the fiscal year were: Straits Trading Co. Ltd., Vard Holdings Ltd. and Petroleum Geo-Services
ASA (PGS). Straits Trading continues its transformation from a holding and investment company with disparate assets into an integrated real
estate investment firm. While those who understand its direction have been able to appreciate its important milestones, it may take more time
for the value creation occurring within Straits to be widely understood. The Fund has closed the position at a profit.
Portfolio activity has been a main focus during the past year. We added seven investments and disposed of 14. The seven new names are:
Antofagasta PLC., Arcos Dorados Holdings Inc., BinckBank N.V., Capstone Mining Corp., PGS, Santos Brasil Participacoes S.A. and Vard
Holdings Ltd. Arcos Dorados is the worlds largest McDonalds franchisee, holding the exclusive rights to own, operate and grant franchises of
McDonalds restaurants in twenty Latin American countries. Significant headwinds on emerging market economies and currencies have created
interesting investment opportunities in the region. While all of Arcos Dorados revenues are denominated in a variety of local currencies, the
company reports its financial results in US dollars. Thus, local currency weakness has had a negative impact on Arcos Dorados reported earnings
and shares declined substantially over the past three years. What depreciating currencies obscure, however, is Arcos Dorados outstanding
operating performance in local currency terms, meaning before they are translated into US dollars, its reporting currency. Arcos Dorados
depressed valuation suggests that investors are not giving the company credit for the high returns on capital it continues to generate and the
considerable increases in business value it continues to create in constant currency terms. Investors are also overlooking an outstanding
management team as well as the fact that long-term fundamentals of the Latin American market remain quite favorable. The dispositions include
Straits Trading, Netia and Allianz.
22
Third Avenue Trust

The Funds performance may be influenced by a foreign countrys political, social and economic situation. Other risks include currency fluctuations,
less liquidity, lack of efficient trading markets, and different auditing and legal standards. These risks may result in more volatility for the Fund.
These and other risks are described more fully in the Funds prospectus.
Third Avenue International Value Fund is offered by prospectus only. The prospectus contains more complete information on advisory fees,
quoted.
The MSCI All Country World ex US Index is an unmanaged index of common stocks and includes securities representative of the market structure of over 50 developed and emerging market countries (other than the United States) in North America, Europe, Latin America and the Asian
Pacific Region. This index is not a security that can be purchased or sold, and its total returns are reflective of unmanaged portfolios. The returns
include reinvestment of all distributions.
23
Third Avenue Trust

(Unaudited)
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THIRD AVENUE INTERNATIONAL VALUE FUND INVESTOR CLASS (TVIVX)
AND THE MSCI ALL COUNTRY WORLD EX US INDEX

1 Year
(10.96%)
Since Inception
(12/31/09)
3.67%
3 Years
5.92%
$14,000
TVIVX*
MSCI All Country World ex US Index*
$13,068
$13,000
$12,000
$11,901
$11,000
$10,000
$9,000
Inception Date
12/31/09
10/31/10
10/31/12
10/31/11
10/31/13
10/31/14

24
Third Avenue Trust

Third Avenue International Value Fund Institutional Class
(Unaudited)
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THIRD AVENUE INTERNATIONAL VALUE FUND INSTITUTIONAL CLASS (TAVIX)
AND THE MSCI ALL COUNTRY WORLD EX US INDEX

1 Year
(10.79%)
3 Years
6.16%
5 Years
4.45%
10 Years
4.71%
$35,000
TAVIX*
MSCI All Country World ex US Index*
$30,000
$25,000
$20,000
$19,789
$15,850
$15,000
$10,000
$5,000
10/31/04
10/31/06
10/31/08
10/31/10
10/31/12
10/31/14
Morgan Stanley Capital International All Country World Free ex US Index

25
Third Avenue Trust

(Unaudited)

Real Estate
Telecommunications
Metals & Mining
Automotive
Insurance
Building & Construction Products/Services
Oil & Gas Production & Services
Industry
Diversified Operations
Financials
Media
Retail & Restaurants
Capital Goods
Transportation Infrastructure
Pharmaceuticals
Securities Brokerage
Investment Technology Services
Other
0
10
% of Net Assets

26
15
Third Avenue Trust

at October 31, 2014
Shares
Value
(Note 1)
Security
Common Stocks - 93.11%

Automotive - 6.99%
167,974
Daimler AG (Germany) . . . . . . . . . . . . . . . . . . .
201,823
LEONI AG (Germany) . . . . . . . . . . . . . . . . . . . . .
10,350,426
378,215
252,888
6,054,307
488,433
181,761
1,240,200
980,237
57,024,696
455,543
137,425
48,366
24,007
Building & Construction Products/

Services - 6.34%
Tenon, Ltd. (New Zealand) (a) (b). . . . . . . . . . .
Titan Cement Co. S.A. (Greece). . . . . . . . . . . . .
Capital Goods - 2.19%
Nexans S.A. (France) (a) . . . . . . . . . . . . . . . . . .
GP Investments, Ltd., BDR (Brazil) (a) (b) . . . .
Leucadia National Corp. . . . . . . . . . . . . . . . . . .
Pargesa Holding S.A. (Switzerland) . . . . . . . . .
Diversified Operations - 4.47%
Hutchison Whampoa, Ltd. (Hong Kong) . . . . . .
Financials - 2.76%
BinckBank N.V. (Netherlands). . . . . . . . . . . . . .
Rubicon, Ltd. (New Zealand) (a) (b) . . . . . . . . .
Weyerhaeuser Co. (c) . . . . . . . . . . . . . . . . . . . .
Household Appliances - 0.76%
DeLonghi S.p.A. (Italy) . . . . . . . . . . . . . . . . . . .
Insurance - 6.97%
Munich Re (Germany) . . . . . . . . . . . . . . . . . . . .
White Mountains Insurance Group, Ltd.
(Bermuda) . . . . . . . . . . . . . . . . . . . . . . . . . .
982,963
7,347,212
Investment Technology Services - 1.64%

Otsuka Corp. (Japan) . . . . . . . . . . . . . . . . . . . .
Media - 2.74%
Vivendi S.A. (France) . . . . . . . . . . . . . . . . . . . .
Metals & Mining - 7.05%
Antofagasta PLC (Chile) . . . . . . . . . . . . . . . . . .
Capstone Mining Corp. (Canada) (a) . . . . . . . .
2,071,199
15,000,000
Oil & Gas Production & Services - 5.19%

Petroleum Geo-Services ASA (Norway) . . . . . . .
Vard Holdings Ltd. (Singapore) (a) . . . . . . . . . .
158,118
394,829
70,402
2,119,551
141,000
2,571,313
1,339,326
Pharmaceuticals - 1.85%
Sanofi (France) . . . . . . . . . . . . . . . . . . . . . . . . .
Real Estate - 9.64%
Atrium European Real Estate, Ltd. (Austria). . .
Mitsui Fudosan Co., Ltd. (Japan) . . . . . . . . . . .
Oberoi Realty Ltd. (India) . . . . . . . . . . . . . . . . .
Segro PLC (United Kingdom) (c) . . . . . . . . . . . .
Shares
1,301,100
$ 13,057,090
11,545,533
24,602,623
833,600
4,545,484
2,655,947
13,917,610
8,384,345
22,301,955
1,134,002
7,715,082
12,241,042
11,614,937
14,121,119
37,977,098
Value
(Note 1)
Security
Retail & Restaurants - 2.28%
Arcos Dorados Holdings, Inc. Class A
(Argentina). . . . . . . . . . . . . . . . . . . . . . . . . .
Daiwa Securities Group, Inc. (Japan) . . . . . . . .
Telefonica Deutschland Holding AG (Germany). .
Vodafone Group PLC (United Kingdom). . . . . . .
Transportation Infrastructure - 2.06%
Santos Brasil Participacoes S.A. (Brazil) . . . . .
Total Common Stocks
(Cost $335,581,304) . . . . . . . . . . . . . . . . . .
(Cost $ 335,581,304). . . . . . . . . . . . . . . . . .
Other Assets less Liabilities - 6.89%
NET ASSETS - 100.00%
8,014,776
6,389,758
22,334,669
8,807,554
31,142,223
7,230,813
327,525,364
327,525,364
24,238,572
$351,763,936
Notes:
BDR: Brazilian Depositary Receipt.
(b) Affiliated issuers - as defined under the Investment Company Act of 1940 (ownership of 5%
(c) Security is a Real Estate Investment Trust.
15,720,091
9,705,451
15,224,425
15,424,686
30,649,111
2,683,093
Germany
New Zealand
United States
France
Brazil
United Kingdom
Japan
Hong Kong
Bermuda
Switzerland
Canada
Austria
Chile
India
Norway
Netherlands
Greece
Argentina
Singapore
Italy
Total
9,506,644
15,002,454
24,509,098
5,757,424
9,635,829
11,046,383
13,755,040
24,801,423
10,271,626
7,997,976
18,269,602
% of
Net Assets
_________
16.05%
8.28
7.69
6.78
5.54
4.82
4.70
4.47
4.27
4.01
3.91
3.16
3.14
2.92
2.92
2.76
2.38
2.28
2.27
0.76
____
___
93.11%
___
____
___
__
__
6,498,592
11,099,893
4,402,916
10,272,689
8,145,824
33,921,322

27
Third Avenue Trust

At October 31, 2014, the audited net asset values attributable to each of the 86,771,905 common shares outstanding of the Third Avenue
Focused Credit Fund Investor Class and 193,282,560 common shares outstanding of the Third Avenue Focused Credit Fund Institutional Class
were $10.61 and $10.60 per share, respectively. This compares with audited net asset values at October 31, 2013 of $10.28 and $10.25 per share,
respectively, adjusted for subsequent distributions to shareholders.
Third Avenue Focused Credit Fund Investor Class

Third Avenue Focused Credit Fund Institutional Class
Barclays Capital U.S. Corporate High Yield Index
Credit Suisse Leveraged Loan Index
One Year ended

10/31/14
____________
2.67%
2.93%
5.82%
3.77%

_____________________________________
Three
Five
Since Inception
Year
Year
(8/31/09)
________
________
____________
9.48%
9.76%
9.39%
6.11%
9.04%
9.27%
10.44%
6.59%
9.26%
9.50%
11.65%
7.17%
Third Avenue Focused Credit Fund Institutional Class (the Fund) generated a 2.93% return over the last fiscal year, underperforming the
Barclays Capital U.S. Corporate High Yield Index and the Credit Suisse Leveraged Loan Index which returned 5.82% and 3.77%, respectively.
The top performers in the Fund were: Energy Future Holdings Corp., Cengage Learning Acquisitions, Inc. and Nuveen Investments, Inc. Energy
Future Intermediate Holdings Co. LLC, an electrical utilities company headquartered in Texas, filed for bankruptcy earlier in 2014. The filing
has provided more clarity to the restructuring process, benefitting the bonds. Nuveen Investments, a Chicago based, diversified investment
manager offers institutions and high net worth individuals mutual funds, separate accounts and other products. Nuveen, one of the longest dated
and largest holdings of the Fund, was purchased by TIAA CREF. As a result of this transaction, and due to the strong credit of the purchaser,
Nuveens bonds rallied. At that point we sold out of all of our bonds.
Positions that detracted from performance over the fiscal year were: Altegrity, Inc., NII Capital Corp., and Global Geophysical Services, Inc.
Altegrity is a global, diversified risk and information services company serving commercial customers and government entities. The company
includes three major business segments and operates via three main subsidiaries. Altegritys bonds struggled as the security subsidiary lost two
government contracts. NII Capital Corp. is a mobile communication services provider operating under the Nextel brand in Latin America. The
company filed for bankruptcy in September as its business has been struggling with fierce competition in Brazil and Mexico.
During the year the Fund added and sold off several investments, many from the same issuer. New positions include Affinion Group, Inc., Sun
Products Corp. and Western Express, Inc. It is worth expanding on Affinion as this is now a core position of the Fund. Affinion is a global leader
in consumer membership, insurance and loyalty products. Affinions US membership business has been under pressure, due to a pullback by
large financial institutions. We purchased Affinions bonds in the 70s-80s. While the company was free cash flow positive, investors were worried
about the companys ability to refinance its 2015 maturities. At the end of 2013, we participated in negotiations which extended maturities from
2015 to 2018. As a result of these negotiations, the Fund obtained new notes with higher coupons, better collateral coverage, stronger covenants
and an ownership stake in the company. The company has five years of runway to grow its loyalty and international business and turn around
its membership division and we have an investment with a lower probability of default at better terms. The Funds dispositions include Radio
One, Inc., Sprint Capital Corp. and Shingle Springs Tribal Gaming Authority.
28
Third Avenue Trust

The Funds investments in high-yield and distressed securities 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 those with higher credit ratings, so the securities are usually
considered speculative investments. These and other risks are described more fully in the Funds prospectus.
Third Avenue Focused Credit Fund is offered by prospectus only. The prospectus contains more complete information on advisory fees, distribution charges, and other expenses and should be read carefully before investing or sending money. Past performance is no guarantee of future
results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than original
cost. The Funds returns should be viewed in light of its investment policy and objectives and quality of its portfolio securities and the periods
selected. M.J. Whitman LLC Distributor.
quoted.
The Barclays Capital U.S. Corporate High Yield Index comprises issues that have at least $150 million par value outstanding, a maximum credit
rating of Ba1 or BB+ (including defaulted issues) and at least one year to maturity. The Credit Suisse Leveraged Loan Index is designed to mirror
the investible universe of the $US-denominated leveraged loan market. The Barclays Capital U.S. Corporate High Yield Index and the Credit
Suisse Leveraged Loan Index are not securities that can be purchased or sold, and their total returns are reflective of unmanaged portfolios. The
returns include reinvestment of all distributions.
29
Third Avenue Trust

(Unaudited)
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THIRD AVENUE FOCUSED CREDIT FUNDINVESTOR CLASS (TFCVX),
THIRD AVENUE FOCUSED CREDIT FUNDINSTITUTIONAL CLASS (TFCIX),
THE BARCLAYS CAPITAL U.S. CORPORATE HIGH YIELD INDEX AND THE CREDIT SUISSE LEVERAGED LOAN INDEX

Fund
TFCVX
TFCIX
$20,000
$18,000
1 Year
2.67%
2.93%
3 Years
9.48%
9.76%
5 Years
9.04%
9.27%
TFCVX*
TFCIX*
Barclays Capital U.S. Corporate High Yield Index*
Credit Suisse Leveraged Loan Index*
Since Inception
(8/31/09)
9.26%
9.50%
$17,677
$15,984
$15,800
$16,000
$14,306
$14,000
$12,000
$10,000
$8,000
Inception Date
8/31/09
10/31/09
10/31/10
10/31/11
10/31/12
10/31/13
10/31/14

As with all mutual funds, past performance does not indicate future results. Performance may reflect fee waivers, expense offset arrangement and/or
recovery. 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. Also, the returns shown in the graph and table do not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the redemption of fund shares.
30
Third Avenue Trust

(Unaudited)
Financials
Services
Media/Cable
Chemicals
Energy
Utilities
Metals & Mining
Industry
Consumer Products
Healthcare
Gaming & Entertainment
Retailers
Transportation Services
Manufacturing
Home Construction
Food & Beverage
Telecommunications
Other
0
10
% of Net Assets

31
15
Third Avenue Trust

at October 31, 2014
Principal
Amount/Units
Value
(Note 1)
Security
Corporate Bonds & Notes - 65.00%

Chemicals - 2.71%
118,199,570
Reichhold Industries, Inc., 9.000% Cash or
due 5/18/17 (a)(g) . . . . . . . . . . . . . . . . . . . . $
15,390,000
Vertellus Specialties, Inc., 9.375%,
due 10/1/15 (a) . . . . . . . . . . . . . . . . . . . . . .
28,614,938
EUR
27,991,455
EUR
140,000,000
8,500,000
20,000,000
45,925,000
15,599,000
11,000,000
32,380,000
3,000,000
5,000,000
20,150,000
3,000,000
10,000,000
5,000,000
8,000,000
2,090,633
4,876,227
12,000,000
22,847,000
25,000,000
17,500
30,000,000
51,500,000

Ideal Standard International S.A. (Luxembourg):
Series B, 11.750% Cash or 17.750%
Payment-in-kind Interest, due 5/1/18 (g) . .
Series C, 11.750% Cash or 17.750%
Payment-in-kind Interest,
due 5/1/18 (e)(g) . . . . . . . . . . . . . . . . . . . . .
Sun Products Corp. (The), 7.750%,
due 3/15/21 (a) . . . . . . . . . . . . . . . . . . . . . .
Energy - 5.03%
American Eagle Energy Corp., 11.000%,
due 9/1/19 (a) . . . . . . . . . . . . . . . . . . . . . . .
Endeavour International Corp., due 3/1/18* . .
Global Geophysical Services, Inc.*:
due 5/1/17 . . . . . . . . . . . . . . . . . . . . . . . . .
due 5/1/17 . . . . . . . . . . . . . . . . . . . . . . . . .
Hercules Offshore, Inc.:
10.250%, due 4/1/19 (a) . . . . . . . . . . . . . . .
8.750%, due 7/15/21 (a) . . . . . . . . . . . . . . .
7.500%, due 10/1/21 (a) . . . . . . . . . . . . . . .
6.750%, due 4/1/22 (a) . . . . . . . . . . . . . . . .
IronGate Energy Services LLC, 11.000%,
due 7/1/18 (a) . . . . . . . . . . . . . . . . . . . . . . .
Lone Pine Resources, Inc., Escrow,
due 2/15/17 (b)* . . . . . . . . . . . . . . . . . . . . .
New Gulf Resources LLC/NGR Finance Corp.:
11.750%, due 5/15/19 (a) . . . . . . . . . . . . . .
10.000% Cash or 12.000% Payment-in-kind
Interest, due 11/15/19 (a)(g) . . . . . . . . . . . .
Niska Gas Storage Canada ULC /
Niska Gas Storage Canada Finance Corp.,
6.500%, due 4/1/19 (Canada) (a) . . . . . . . .
Platinum Energy Solutions, Inc.:
1st Lien, 11.000%, due 10/1/18 (a)(b)(c). . . .
2nd Lien, 12.000%, Cash or 14.000%
Payment-in-kind Interest,
due 10/1/20 (a)(b)(g). . . . . . . . . . . . . . . . . .
Quicksilver Resources, Inc.:
9.125%, due 8/15/19. . . . . . . . . . . . . . . . . .
11.000%, due 7/1/21. . . . . . . . . . . . . . . . . .
CAD Southern Pacific Resource Corp., 8.750%,
due 1/25/18 (Canada) (a) . . . . . . . . . . . . . .
^ US Shale Solutions, Inc., 12.500%,
due 9/1/17 (a) . . . . . . . . . . . . . . . . . . . . . . .
Financials - 4.10%
CNG Holdings, Inc., 9.375%, due 5/15/20 (a). . .
DFC Finance Corp., 10.500%, due 6/15/20 (a) . .
Principal
Amount
31,000,000
17,185,861
10,000,000
25,000,000
12,205,000
97,000,000
6,771,301
30,000,000
10,000,000
50,000,000
7,113,000
15,000,000
65,009,764
15,505,425
80,515,189
33,527,948
EUR
Security
Value
(Note 1)
Financials (continued)
Lehman Brothers Holdings, Inc.*:
due 9/26/08 . . . . . . . . . . . . . . . . . . . . . . . . . $
due 10/14/08 . . . . . . . . . . . . . . . . . . . . . . . .
due 10/22/08 . . . . . . . . . . . . . . . . . . . . . . . .
due 11/24/08 . . . . . . . . . . . . . . . . . . . . . . . .
due 12/23/08 . . . . . . . . . . . . . . . . . . . . . . . .
due 3/23/09 . . . . . . . . . . . . . . . . . . . . . . . . .
due 4/3/09 . . . . . . . . . . . . . . . . . . . . . . . . . .
due 1/14/11 . . . . . . . . . . . . . . . . . . . . . . . . .
due 1/24/13 . . . . . . . . . . . . . . . . . . . . . . . . .
due 9/26/14 . . . . . . . . . . . . . . . . . . . . . . . . .
due 2/9/17 . . . . . . . . . . . . . . . . . . . . . . . . . .
Lehman Brothers Treasury Co. B.V.,
due 6/25/10 (Netherlands)*. . . . . . . . . . . . .
4,572,500
2,534,915
1,475,000
3,687,500
1,800,238
14,307,500
998,767
4,462,500
1,487,500
7,687,500
1,040,276
28,237,348
104,300,000
166,065,296
40,755,000
7,607,500
14,700,000
105,000,000
5,281,375
1,676,893
55,878,000
26,910,000
18,258,582
8,002,500
21,047,000
1,882,500
2,956,250
19,444,750
79,800,000
42,136,000
9,350,000
14,927,000
EUR
Food & Beverage - 1.32%

American Seafoods Group LLC/American
Seafoods Finance, Inc., 10.750%,
due 5/15/16 (a) . . . . . . . . . . . . . . . . . . . . . .
Gaming & Entertainment - 3.10%
Caesars Entertainment Operating Co., Inc.,
10.000%, due 12/15/18. . . . . . . . . . . . . . . .
Codere Finance Luxembourg S.A. (Luxembourg)*:
due 6/15/15 . . . . . . . . . . . . . . . . . . . . . . . . .
due 2/15/19 (a) . . . . . . . . . . . . . . . . . . . . . .
Majestic Star Casino, LLC, 12.500%
Cash or 14.500% Payment-in-kind Interest,
due 12/1/16 (a)(g) . . . . . . . . . . . . . . . . . . . .
Healthcare - 4.24%
21st Century Oncology, Inc., 9.875%,
due 4/15/17 . . . . . . . . . . . . . . . . . . . . . . . . .
InVentiv Health, Inc.:
Interest, due 8/15/18 (a)(g) . . . . . . . . . . . . .
11.000%, due 8/15/18 (a) . . . . . . . . . . . . . .
3,700,000
5,990,000
20,700,292
2,090,633
41,458,000
4,876,227
31,000,000
6,060,000
11,766,205
68,000,000
6,876,359
16,012,500
149,320,692
43,000,000
166,951,484
22,875,000
50,598,750
Home Construction - 2.10%

New Enterprise Stone & Lime Co., Inc.:
5.000% Cash and 8.000% Payment-in-kind
Interest, due 3/15/18 (g) . . . . . . . . . . . . . . .
11.000%, due 9/1/18. . . . . . . . . . . . . . . . . .
Manufacturing - 3.20%
Euramax International, Inc.,
9.500%, due 4/1/16. . . . . . . . . . . . . . . . . . .
Liberty Tire Recycling LLC, 11.000%,
due 10/1/16 (a) . . . . . . . . . . . . . . . . . . . . . .
Media/Cable - 6.92%
Cengage Learning Acquisitions, Inc.,
Escrow, due 4/15/20 (b)*. . . . . . . . . . . . . . .
iHeartCommunications Inc., 12.000%
Cash plus 2.000% Payment-in-kind Interest,
due 2/1/21 (g) . . . . . . . . . . . . . . . . . . . . . . .

32
4,417,349
121,945,295
39,328,575
15,487,500
42,014,060
16,415,100
18,258,582
92,175,242
77,007,000
38,133,080
10,672,805
125,812,885
22,252,814
40,006,970
62,259,784
30,457,500
64,600,000
95,057,500
145,665,170
Third Avenue Trust

at October 31, 2014
Principal
Amount
Value
(Note 1)
Security
Corporate Bonds & Notes (continued)

Media/Cable (continued)
LBI Media, Inc.:
25,000,000
10.000%, due 4/15/19 (a) . . . . . . . . . . . . . . $
33,694,375
13.500%, due 4/15/20 (a) . . . . . . . . . . . . . .
23,500,000

Allied Nevada Gold Corp., 8.750%,
due 6/1/19 (a) . . . . . . . . . . . . . . . . . . . . . . .
American Gilsonite Co., 11.500%,
due 9/1/17 (a) . . . . . . . . . . . . . . . . . . . . . . .
Boats Investments Netherlands B.V.,
due 3/31/17 (Netherlands) (g) . . . . . . . . . . .
New World Resources N.V. (Netherlands):
Interest, due 4/7/20 (a)(g) . . . . . . . . . . . . . .
Interest, due 10/7/20 (a)(g) . . . . . . . . . . . . .
Noranda Aluminum Acquisition Corp., 11.000%,
due 6/1/19 . . . . . . . . . . . . . . . . . . . . . . . . . .
Walter Energy, Inc., 8.500%, due 4/15/21 . . . .
2,500,000
115,250,000
15,526,000
Retailers - 3.19%
Claires Stores, Inc.:
8.875%, due 3/15/19. . . . . . . . . . . . . . . . . .
7.750%, due 6/1/20 (a) . . . . . . . . . . . . . . . .
J.C. Penney Corp., Inc., 6.375%, due 10/15/36 .
61,500,000
CAD
6,700,000
48,957,000
EUR
34,966,026
EUR
13,403,643
EUR
37,500,000
120,998,706
41,552,020
35,740,000
120,871,840
20,000,000
Services - 7.29%
Affinion Group Holdings, Inc., 13.750%
Cash or 14.500% Payment-in-kind Interest,
due 9/15/18 (a)(g) . . . . . . . . . . . . . . . . . . . .
Affinion Investment LLC, 13.500%,
due 8/15/18 (a) . . . . . . . . . . . . . . . . . . . . . .
Altegrity, Inc.:
due 7/1/20 (a)(g) . . . . . . . . . . . . . . . . . . . . .
12.000% Cash and 2.000% Payment-in-kind
Interest, due 7/1/20 (a)(g) . . . . . . . . . . . . . .
SunGard Availability Services Capital Inc.,
8.750%, due 4/1/22 (a) . . . . . . . . . . . . . . . .
28,118,000
Technology - 0.92%
Avaya, Inc., 10.500%, due 3/1//21 (a) . . . . . . .
First Data Holdings, Inc., 14.500%
Payment-in-kind Interest, due 9/24/19 (a)(g). .
THQ, Inc., due 8/15/14* . . . . . . . . . . . . . . . . . .
5,000,000
21,667,000
Nortel Networks Ltd. (Canada)*:
due 4/15/12 . . . . . . . . . . . . . . . . . . . . . . . . .
due 7/15/16 . . . . . . . . . . . . . . . . . . . . . . . . .
20,000,000
4,954,085
40,000,000
Transportation Services - 3.86%

Ceva Group PLC, 9.000%, due 9/1/21
(United Kingdom) (a) . . . . . . . . . . . . . . . . . .
26,000,000
33,862,847
205,528,017
Principal
Amount
Security
85,000,000
Transportation Services (continued)

Western Express, Inc., 12.500%,
due 4/15/15 (a) . . . . . . . . . . . . . . . . . . . . . . $
20,000,000
4,000,000
29,193,470
100,065,046
7,001,500
60,000,000
40,000,000
48,439,372
Utilities - 4.69%
Coso Geothermal Power Holdings LLC,
7.000%, due 7/15/26 (a) . . . . . . . . . . . . . . .
Energy Future Holdings Corp., due 11/15/34*. .
Energy Future Intermediate Holdings Co.
LLC./ EFIH Finance, Inc.,
due 12/1/18* (a) . . . . . . . . . . . . . . . . . . . . .
Texas Competitive Electric Holdings Co. LLC /
TCEH Finance, Inc.*:
due 11/1/15 . . . . . . . . . . . . . . . . . . . . . . . . .
due 11/1/16 . . . . . . . . . . . . . . . . . . . . . . . . .
Value
(Note 1)
76,075,000
114,575,000
10,273,606
3,260,000
115,324,966
6,300,000
4,200,000
139,358,572
Total Corporate Bonds & Notes

(Cost $2,134,627,387) . . . . . . . . . . . . . . . . . 1,930,466,958
Term Loans - 10.61%
Chemicals - 2.77%
33,388,000
Reichhold Holdings International B.V., DIP Loan,
12.000%, due 2/17/15 (Netherlands) (b) . .
33,388,000
24,550,000
Reichhold Holdings Inc., DIP Loan, 12.000%,
due 2/17/15 (b) . . . . . . . . . . . . . . . . . . . . . .
24,550,000
25,000,000
Vertellus Specialties, Inc., Term Loan, 10.500%,
due 10/10/19 (c) . . . . . . . . . . . . . . . . . . . . .
24,250,000
82,188,000
Energy - 1.83%
40,703,101
Global Geophysical Services, Inc., OID, DIP Loan B,
12.000%, due 5/1/15 (b)(c). . . . . . . . . . . . .
40,703,101
15,000,000
Templar Energy LLC, Term Loan B, 2nd Lien,
8.500%, due 11/25/20 (c) . . . . . . . . . . . . . .
13,678,125
54,381,226
Financials - 0.07%
Concrete Investment I, Term Loan (Netherlands):
Tranche A2, 2.007%, due 3/31/16 (b)(c) . . .
40,420
32,255 EUR
Tranche A3, 2.007%, due 3/31/16 (b)(c) . . .
15,442
12,322 EUR
Concrete Investment II, Term Loan (Netherlands):
Tranche A2, 2.007%, due 3/31/16 (b)(c) . . .
27,467
21,918 EUR
Tranche A3, 2.007%, due 3/31/16 (b)(c) . . .
3,860
3,081 EUR
IVG Immobilien AG, Term Loan (Netherlands):
657,954 EUR
Tranche A1, 9.506%, due 9/30/17 (b)(c) . . .
824,514
986,105 EUR
Tranche A2, 9.506%, due 9/30/17 (b)(c) . . .
1,235,736
2,147,439
20,000,000
Land Holdings LLC, Term Loan, 12.000%,
due 6/27/20 (c) . . . . . . . . . . . . . . . . . . . . . .
19,600,000
Healthcare - 0.72%
22,300,139
Rural/Metro Corp., Term Loan, 8.000%
Cash and 1.000% Payment-in-kind
Interest, due 6/30/18 (c)(g) . . . . . . . . . . . . .
21,296,632
Retailers - 1.06%
17,000,000
Gymboree Corp., Term Loan, 1st Lien,
5.000%, due 2/23/18 (c) . . . . . . . . . . . . . . .
10,724,161
26,886,694
Weight Watchers International, Inc., Term Loan,
4.000%, due 4/2/20 (c) . . . . . . . . . . . . . . . .
20,885,207
31,609,368
34,177,747
7,474,556
37,875,000
6,345,000
170,506,645
2,143,750
81,251,250
11,295,165
94,690,165
99,823,932
35,319,217
15,189,500
51,370,532
14,800,000
216,503,181
17,625,000
5,260,000
4,358,290
27,243,290
4,881,250
24,700,380
29,581,630
38,500,000

33
Third Avenue Trust

at October 31, 2014
Principal
Amount
Value
(Note 1)
Security
Term Loans (continued)

Services - 1.13%
74,052,531
Education Management LLC, Term Loan C2,
1st Lien, 5.250%, due 6/1/16 (c). . . . . . . . . $
Utilities - 2.37%
Longview Power LLC*:
6,725,151
DIP Loan, 9.000%, due 11/27/15 (b)(c). . . .
53,047,387
Term Loan, due 3/1/14 . . . . . . . . . . . . . . . . .
29,429,232
Term Loan, due 10/31/17 . . . . . . . . . . . . . . .
Total Term Loans
(Cost $329,622,689) . . . . . . . . . . . . . . . . . .
Shares
Financials (continued)
63,188 Federal Home Loan Mortgage Corp.,
Series K, 5.790% (d) . . . . . . . . . . . . . . . . . . $
Series L (c)(d) . . . . . . . . . . . . . . . . . . . . . . .
Series M (c)(d) . . . . . . . . . . . . . . . . . . . . . . .
Series N (c)(d) . . . . . . . . . . . . . . . . . . . . . . .
Series P, 6.000% (d) . . . . . . . . . . . . . . . . . .
Series R, 5.700% (d) . . . . . . . . . . . . . . . . . .
Series S (c)(d) . . . . . . . . . . . . . . . . . . . . . . .
Series U, 5.900% (d) . . . . . . . . . . . . . . . . . .
Series V, 5.570% (d) . . . . . . . . . . . . . . . . . .
Series W, 5.660% (d) . . . . . . . . . . . . . . . . . .
Series X, 6.020% (d) . . . . . . . . . . . . . . . . . .
Series Y, 6.550% (d) . . . . . . . . . . . . . . . . . .
Series Z, 8.375% (c)(d) . . . . . . . . . . . . . . . .
96,750 Federal National Mortgage Association,
Series H, 5.810% (d) . . . . . . . . . . . . . . . . . .
Series M, 4.750% (d) . . . . . . . . . . . . . . . . . .
1,293,000 Federal National Mortgage Association,
Series 0, 7.000% (c)(d) . . . . . . . . . . . . . . . .
Series P (c)(d) . . . . . . . . . . . . . . . . . . . . . . .
Series S, 8.250% (c)(d) . . . . . . . . . . . . . . . .
Series T, 8.250% (d) . . . . . . . . . . . . . . . . . .
33,693,901
16,743,783
34,480,802
19,129,000
70,353,585
315,270,151
Claims - 3.43%
360,000,000
188,150,508
1,803,190
EUR
EUR
Financials - 3.11%
Lehman Brothers, Inc., SIPA Claims (d) . . . . . .
Food & Beverage - 0.32%
Pescanova S.A. (Spain):
Ordinary Claims, due 12/31/40 (d) . . . . . . .
Subordinate Claim, due 12/31/40 (b)(d) . . .
Total Claims
(Cost $130,384,817) . . . . . . . . . . . . . . . . . .
Municipal Bonds - 0.14%
5,200,000
New York City, NY, Industrial Development
Agency Civic Facility Revenue, Bronx
Parking Development Co. LLC OID,
due 10/1/37* . . . . . . . . . . . . . . . . . . . . . . . .
Utilities - 0.07%
4,000,000
Puerto Rico Electric Power Authority, 7.000%,
due 7/1/33 . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Municipal Bonds
(Cost $4,793,642) . . . . . . . . . . . . . . . . . . . .
Shares
Convertible Preferred Stocks - 0.53%
Transportation - 0.53%
4,435
CEVA Holdings LLC, Series A-1 (d)(e) . . . . . . . .
10,196
CEVA Holdings LLC, Series A-2 (d)(e) . . . . . . . .
Total Convertible Preferred Stocks
(Cost $17,733,658) . . . . . . . . . . . . . . . . . . .
Preferred Stocks - 1.98%
Energy - 0.11%
1,122,431
Lone Pine Resources, Inc. (Canada) (b)(d) . . . .
Financials - 1.87%
120,774
Concrete Investment II SCA (Luxembourg) (d). . .
100,000
Federal Home Loan Mortgage Corp.,
5.300% (d) . . . . . . . . . . . . . . . . . . . . . . . . .
60,000
Series G (c)(d) . . . . . . . . . . . . . . . . . . . . . . .
89,283
Series H, 5.100% (d) . . . . . . . . . . . . . . . . . .
Security
92,484,000
9,431,221
9,431,221
101,915,221
2,028,000
2,000,080
4,028,080
Total Preferred Stocks

(Cost $61,098,389) . . . . . . . . . . . . . . . . . . .
Private Equities - 0.54%
Automotive - 0.36%
10,000,000 International Automotive Components
Group LLC. (d) . . . . . . . . . . . . . . . . . . . . . . .
1,451,633,736,280 Ideal Standard International Equity S.A.
Alpecs (Luxembourg) (d)(e) . . . . . . . . . . . . .
Energy - 0.03%
19,700 Thunderbird Resources L.P. (b)(d)(i) . . . . . . . . .
Total Private Equities
(Cost $15,149,957) . . . . . . . . . . . . . . . . . . .
5,810,138
9,813,332
15,623,470
15,623,470
3,120,358
21,642,730
571,000
365,400
603,553

34
Value
(Note 1)
413,250
315,525
1,260,894
152,515
2,131,654
1,513,669
1,021,350
319,000
2,015,202
1,239,001
642,011
344,000
2,125,000
603,720
3,041,275
8,404,500
312,000
2,399,762
4,237,500
55,674,511
58,794,869
10,625,000
4,354,901
1,043,306
16,023,207
Third Avenue Trust

at October 31, 2014
Shares
Value
(Note 1)
Security

Chemicals - 2.43%
867,448
MPM Holdings, Inc. (d) . . . . . . . . . . . . . . . . . . . $
1,310,842
MPM Holdings, Inc., Restricted Shares (d)(e) . .
478,500
Phosphate Holdings, Inc. (d)(f). . . . . . . . . . . . .
63,924
Energy - 0.82%
Forest Oil Corp. (d) . . . . . . . . . . . . . . . . . . . . . .
Geokinetics Holdings USA, Inc. (d)(e) . . . . . . . .
Lone Pine Resources, Inc. (b)(d). . . . . . . . . . . .
Lone Pine Resources Canada Ltd.
(Canada) (b)(d) . . . . . . . . . . . . . . . . . . . . . .
Lone Pine Resources, Inc. Multiple Voting
Shares (b)(d) . . . . . . . . . . . . . . . . . . . . . . . .
New Gulf Resources LLC, Warrants (d) . . . . . . .
Platinum Energy Solutions, Inc. (b)(d)(e) . . . . .
Platinum Energy Solutions, Inc.,
Warrants (b)(d)(e) . . . . . . . . . . . . . . . . . . . .
Thunderbird Resources Equity, Inc. (b)(d) . . . .
3,725,000
1,700,000
1,407,040
Financials - 1.27%
Federal Home Loan Mortgage Corp. (d) . . . . . .
Rescap Liquidating Trust . . . . . . . . . . . . . . . . .
WMI Holdings Corp. (d). . . . . . . . . . . . . . . . . . .
999,955
255,200

Isle of Capri Casinos, Inc. (d). . . . . . . . . . . . . .
Pinnacle Entertainment, Inc. (d). . . . . . . . . . . .
4,000,000
124,461
374,199
374,199
1,122,431
5,000
50,000
10,874
971,678
2,311,360
681,637
Media/Cable - 1.20%
Cengage Learning Holdings II, Inc. (d) . . . . . . .
Radio One, Inc., Class D (d)(f) . . . . . . . . . . . . .
Spanish Broadcasting System, Inc.,
Class A (d)(f) . . . . . . . . . . . . . . . . . . . . . . . .
711,375
1,961,723
1,500,000
1,954,569

AK Steel Holding Corp. (d) . . . . . . . . . . . . . . . .
Allied Nevada Gold Corp. (d) . . . . . . . . . . . . . .
Noranda Aluminum Holding Corp. . . . . . . . . . .
Tembec, Inc. (Canada) (d) . . . . . . . . . . . . . . . .
499,061
6,422,764
225,000
Services - 0.17%
Affinion Group, Inc., Warrants, Series A (d) . . . .
Affinion Group, Inc., Warrants, Series B (d). . . .
Kelly Services, Inc., Class A . . . . . . . . . . . . . . .
4,710
32,549,441
Transportation - 0.15%
CEVA Holdings LLC (d)(e) . . . . . . . . . . . . . . . . .
Utilities - 0.14%
EME Reorganization Trust. . . . . . . . . . . . . . . . .
(Cost $227,044,490) . . . . . . . . . . . . . . . . . .
Shares
Value
(Note 1)
Security
Closed-End Funds - 3.05%

Financials - 3.05%
344,343
Ares Dynamic Credit Allocation Fund, Inc. . . . . $
5,805,623
2,052,559
BlackRock Corporate High Yield Fund, Inc.. . . .
24,322,824
886,926
BlackRock Credit Allocation Income Trust . . . .
12,008,978
393,556
Deutsche High Income Opportunities Fund, Inc. .
5,671,142
765,074
First Trust High Income Long/Short Fund . . . . .
13,151,622
504,626
Neuberger Berman High Yield Strategies
Fund, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,640,878
655,108
New America High Income Fund, Inc. (The) . . .
6,256,281
612,153
Western Asset High Yield Defined Opportunity
Fund, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,210,712
1,207,569
Western Asset Managed High Income Fund, Inc.. .
6,616,271
Total Closed-End Funds
(Cost $91,649,113) . . . . . . . . . . . . . . . . . . .
90,684,331
(Cost $3,012,104,142) . . . . . . . . . . . . . . . . . 2,750,104,097
Other Assets less Liabilities - 7.41% (h) . . . .
219,917,324
NET ASSETS - 100.00%
$2,970,021,421
28,625,784
43,257,786
148,335
72,031,905
3,240,000
12,757,252
973,263
962,500
1,208,500
5,292,262
24,433,777
Notes:
CAD: Canadian Dollar.
DIP: Debtor-In-Possession.
EUR: Euro.
OID: Original Issue Discount.
SIPA: Securities Investor Protection Act of 1970.
(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This
security may be resold in transactions that are exempt from registration, normally to
qualified institutional buyers.
(b) Fair-valued security.
(c) Variable rate security. The rate disclosed is in effect as of October 31, 2014.
(d) Non-income producing security.
(e) Security subject to restrictions on resale.
7,673,500
27,030,000
3,025,136
37,728,636
7,429,666
6,540,776
13,970,442
Shares/
Principal
Amount
__________
27,206,984
5,755,286
1,451,633,736,280
4,710
4,435
2,746,997
35,709,267
10,196
5,385,109
2,726,795
6,615,000
4,959,911
19,686,815
124,461
27,991,455
1,310,842
50,000
10,874
748,592
256,911
3,966,750
4,972,253
EUR
Issuer
Acquisition Date
_______________________
____________
Alpecs S.A.
10/31/14
CEVA Holdings LLC
5/29/13
CEVA Holdings LLC, Series A-1,
Convertible Pfd.
5/29/13
CEVA Holdings LLC, Series A-2,
Convertible Pfd.
5/29/13
Geokinetics Holdings USA, Inc.
5/22/13-5/14/14
Ideal Standard International S.A.,
Series C, 11.750% Cash
or 15.750% Payment-in-kind
Interest, due 5/1/18
10/31/14
MPM Holdings, Inc., Restricted Shares
10/24/14
Platinum Energy Solutions, Inc.
10/4/13
Platinum Energy Solutions, Inc.,
Warrants
10/4/13
Cost
________
4,421,661
5,355,643
Market
Value
Per Unit
_________
$ 0.00*
962.48
4,435,224
1,310.06
13,298,434
13,060,780
962.47
102.50
32,073,171
21,367,809
1,486,746
100.88
33.00
24.17
9,743
0.00
EUR: Euro.
* Amount less than $0.01.
At October 31, 2014, these restricted securities had a total market value of $109,972,545, or 3.70% of net assets of the Fund.
4,533,288
4,231,427
217,297,810

35
Third Avenue Trust

at October 31, 2014
(f) Affiliated issuers - as defined under the Investment Company Act of 1940 (ownership of 5%
(g) Payment-in-kind (PIK) security. Income may be paid in additional securities or cash at
the discretion of the issuer.
(h) A portion is segregated for future fund commitment.
(i) Security is held in the blocker.
* Issuer in default.
^ Expressed in units.
Denominated in U.S. Dollars unless otherwise noted.
United States
Luxembourg
Netherlands
Canada
United Kingdom
Spain
Total
% of
Net Assets
_________
79.95%
4.92
4.38
1.73
1.29
0.32
_______
92.59%
_______
_______
Schedule of Forward Foreign Currency Contracts

Contracts to Sell Counterparty
49,000,000 CAD Goldman Sachs & Co.
70,000,000 EUR Goldman Sachs & Co.
70,000,000 EUR JPMorgan Chase Bank, N.A.
20,000,000 EUR Macquarie Bank, Ltd.
Settlement
Date
11/26/14
11/26/14
11/26/14
11/26/14
Settlement
Value
$43,729,646
88,526,354
88,570,804
25,293,000
Value at
10/31/14
$43,448,601
87,734,690
87,734,690
25,067,055
Unrealized
Appreciation
$ 281,045
791,664
836,114
_____225,945
________
$2,134,768
____
____
____
____
____
____
__
CAD: Canadian Dollar.

EUR: Euro.

36
[This page intentionally left blank.]
Third Avenue Trust

Statement of Assets and Liabilities
For the Year Ended October 31, 2014
___Value
________Fund
________
Small-Cap
___Value
________Fund
________
Real Estate
___Value
________Fund
________
Assets:
Investments at value (Notes 1 and 5):
Unaffiliated issuers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Affiliated issuers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total investments# . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends and interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivable for securities sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash pledged to counterparty for collateral management . . . . . . . . . . . . . . . . . . . . . . . .
Receivable for fund shares sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency at value^ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchased foreign currency options* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized appreciation for forward foreign currency contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,900,890,843
_____178,891,431
________________
2,079,782,274
92,626,718
4,035,533
70,314
300,000
124,355
131,181
___________________
__
__2,177,070,375
___________________
$517,294,816
________________
___
517,294,816
2,919,745
573,461
165,405
24,579
41,744
________________
___
__521,019,750
_________________
$2,660,256,561
_____166,821,311
________________
2,827,077,872
355,275,085
3,137,046
50,540,000
4,599,091
2,235,139
2,203,818
160,579
___________657,204
__________
__3,245,885,834
___________________
Liabilities:
Written equity options at value** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Written foreign currency options at value*** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payable for securities purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payable for fund shares redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash received from counterparty for collateral management . . . . . . . . . . . . . . . . . . . . . .
Payable to Adviser (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Auditing and tax fees payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payable for shareholder servicing fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign capital tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Liabilities^ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution fees payable (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payable to trustees and officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
206,000
5,549,606
3,445,561
1,639,719
170,080
255,687
12,486
17,257
___________284,008
__________
_______11,580,404
______________
$2,165,489,971
__________________________________________
436,626
386,367
90,720
56,840
11,277
3,605
__________83,443
_________
______1,068,878
_____________
__$519,950,872
____________________________________
165,400
415,566
2,742,313
2,839,551
1,861,709
2,373,719
108,210
409,123
20,094
43,750
21,015
___________202,384
__________
_______11,202,834
______________
$3,234,683,000
__________________________________________
$1,657,439,919
$300,897,105
$2,464,435,043
71,992,748
73,832,462
(5,660,013)
99,768,375
24,181,494
55,924,431
_____362,224,842
________________
$2,165,489,971
__________________________________________
__124,945,405
_________________
__$519,950,872
____________________________________
_____690,142,032
________________
$3,234,683,000
__________________________________________
Outstanding shares of beneficial interest, unlimited number of shares authorized . . . . . . . . . . . . .
__$____________33,935,659
____________________________
______________________569,966
____________________
__$__________9,897,953
__________________________
__________________351,223
____________________
Net asset value, offering and redemption price per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
__$59.54
________________
__$28.18
________________
$__________367,833,588
________________________________
______________11,552,175
____________________________
__$31.84
________________
$2,131,554,312
__________________________________________
______________35,707,495
____________________________
__$59.69
________________
__$510,052,919
____________________________________
________18,041,377
______________________________
Summary of net assets:

Capital stock, $0.001 par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated undistributed net investment income/(distributions in excess of
net investment income) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated net realized gain/(loss) on investments and foreign currency transactions . . . . . . . . .
Net unrealized appreciation on investments and translation of foreign currency
denominated assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net assets applicable to capital shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investor Class:
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Institutional Class:
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding shares of beneficial interest, unlimited number of shares authorized . . . . . . . . . . . . .
Net asset value, offering and redemption price per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of unaffiliated issuers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,481,571,146
Cost of affiliated issuers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 236,037,540
#
Total cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,717,608,686
^
Cost of foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
* Cost of purchased foreign currency options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
** Premiums received for written equity options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
(315,500)
*** Premiums received for written foreign currency options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
Redemption price is gross of redemption fees (Note 7)

38
__$28.27
________________
$392,335,656
$
$392,335,656
$
$2,866,849,412
__________________________________________
______________89,450,144
____________________________
__$32.05
________________
$1,997,843,470
$ 144,850,198
$2,142,693,668
$
$
634,536
$ (1,892,007)
$
(634,536)
International
___Value
________Fund
________
Focused
__Credit
__________Fund
_______
$286,142,287
____41,383,077
_______________
327,525,364
6,237,809
2,979,088
16,439,035
158,212
3,775
52,545
________________
___
__353,395,828
_________________
$2,741,453,479
________8,650,618
_____________
2,750,104,097
196,648,386
65,384,869
4,513,688
4,858,065
786,488
2,134,768
188,128
___________963,380
__________
__3,025,581,869
___________________
552,929
464,837
91,615
58,926
312,287
5,275
3,338
_________142,685
__________
______1,631,892
_____________
__$351,763,936
____________________________________
44,891,454
4,374,559
1,912,911
192,053
215,905
143,002
3,284,890
349,925
18,794
___________176,955
__________
_______55,560,448
______________
$2,970,021,421
__________________________________________
$357,331,187
$3,135,338,592
17,976,710
(14,936,867)
82,237,153
13,057,343
_____(8,607,094)
______________
__$351,763,936
____________________________________
____(260,611,667)
_________________
$2,970,021,421
__________________________________________
__$______12,265,927
______________________________
__________________697,613
____________________
$__________920,914,073
________________________________
______________86,771,905
____________________________
________$10.61
________________
__$17.58
________________
__$339,498,009
____________________________________
________19,260,527
______________________________
__$17.63
________________
$288,787,261
$ 46,794,043
$335,581,304
$
3,838
$
$2,049,107,348
__________________________________________
__________193,282,560
________________________________
________$10.60
________________
$3,004,695,930
$
7,408,212
$3,012,104,142
$
786,488
$

39
Third Avenue Trust

Statement of Operations
___Value
________Fund
________
Small-Cap
___Value
________Fund
________
Real Estate
___Value
_________Fund
_______
Investment Income:
Dividends - unaffiliated issuers* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends - affiliated issuers (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest - unaffiliated issuers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest - affiliated issuers (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest - payment-in-kind securities unaffiliated issuers (Note 1) . . . . . . . . . . . . . . . . . . . . . .
Interest - payment-in-kind securities affiliated issuers (Notes 1 and 5) . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 88,567,888
37,743
1,234,479
_________137,544
__________
89,977,654
___________________
5,641,614
3,365
________________
___
5,644,979
___________________
$ 76,441,475
322,827
142,633
___________70,631
________
_____76,977,566
______________
Expenses:
Investment advisory fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholder servicing fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfer agent fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trustees and officers fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reports to shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Custodian fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounting fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Auditing and tax fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Administration fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution fees (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Registration and filing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Expenses waived (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expenses reduced by custodian fee expense offset arrangement (Note 3) . . . . . . . . .
Net expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net investment income/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,976,830
2,149,632
646,998
291,016
195,213
190,135
180,372
151,028
134,303
105,194
94,267
79,104
74,363
134,144
___________________
26,402,599
________(131,137)
___________
_____26,271,462
______________
63,706,192
___________________
5,465,902
545,000
263,604
72,825
53,789
27,371
51,520
80,516
33,403
26,996
29,381
4,998
38,821
36,935
___________________
6,731,061
___________(4,333)
________
______6,726,728
_____________
(1,081,749)
___________________
23,817,568
2,751,579
461,155
271,045
304,665
193,342
195,080
95,711
145,552
83,032
713,177
206,738
109,832
154,104
___________________
29,502,580
________(193,342)
___________
_____29,309,238
______________
47,668,328
___________________
146,065,083
5,887,394
(309,294)
(48,958,299)
109,500
103,626,275
2,463
(61,111,690)
58,826,479
370,495
15,227,191
145,156,972
1,726,607
(114,419)
_________________
__
102,679,965
___________________
__$166,386,157
____________________________________
$ 2,257,688
$
(33,979)
________________
___
42,483,069
___________________
__$________41,401,320
____________________________
$
22,023
$
8,384,294
________________
___
229,692,038
___________________
__$277,360,366
____________________________________
$ 1,810,635
$
Realized and unrealized gain/(loss) on investments, written options and foreign

currency transactions:
Net realized gain on investments - unaffiliated issuers# . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net realized gain/(loss) on investments - affiliated issuers . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net realized gain on written equity options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net realized gain/(loss) on foreign currency transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in unrealized appreciation/(depreciation) on investments . . . . . . . . . . . . . . . . . . . .
Net change in unrealized appreciation/(depreciation) on written equity options . . . . . . . . . . . .
Net change in unrealized appreciation/(depreciation) on translation of other
assets and liabilities denominated in foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in deferred taxes on unrealized appreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net gain/(loss) on investments and foreign currency transactions . . . . . . . . . . . . . . .
Net increase/(decrease) in net assets resulting from operations . . . . . . . . . . . . . . . . . . . . . . . . .
*
#
Net of foreign withholding taxes of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net of foreign capital gains tax of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

40
International
___Value
________Fund
________
Focused
__Credit
__________Fund
_______
$ 31,332,734
304
______________2,992
______
31,336,030
____________________
6,296,214
247,278,297
40,930,089
_______1,294,988
_____________
____295,799,588
________________
10,896,871
700,001
224,001
119,901
124,739
297,144
81,015
77,200
47,946
45,378
67,051
23,031
45,965
70,028
____________________
12,820,271
(517,819)
__________(30,906)
__________
_____12,271,546
_______________
_____19,064,484
_______________
21,083,384
1,436,578
186,974
261,788
200,051
115,847
275,834
177,532
154,611
63,381
2,959,116
469,796
233,914
987,830
____________93,100
________
28,699,736
_________(112,846)
___________
______28,586,890
______________
267,212,698
____________________
94,214,067
(6,862,826)
(2,769,091)
(160,409,707)
19,124,304
13,614,505
(310,528,061)
(439,693)
________(106,159)
____________
(76,373,409)
____________________
$________(57,308,925)
________________________________
$ 1,241,890
$
349,749
3,618,547
_________(143,002)
___________
(274,313,707)
____________________
$____________(7,101,009)
____________________________
$

41
Third Avenue Trust

Statements of Changes in Net Assets
_____________________Value
_________Fund
___________________________
For the
For the
Year Ended
Year Ended
_October
____________31,
______2014
______ _October
____________31,
______2013
______
Operations:
Net investment income/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net realized gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in unrealized appreciation/(depreciation) . . . . . . . . . . . . . . . . . . . .
Net increase/(decrease) in net assets resulting from operations . . . . . . . . . . . .
Dividends and Distributions to Shareholders from:

Net investment income:
Investor Class . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Institutional Class . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net realized gains:
Investor Class . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Institutional Class . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in net assets from dividends and distributions . . . . . . . . . . . . . . . . .
______________Small-Cap
_______________Value
_________Fund
___________________
For the
For the
Year Ended
Year Ended
_October
____________31,
______2014
______ _October
____________31,
______2013
______
63,706,192
151,643,183
______(48,963,218)
_______________
$
166,386,157
_____________________
38,144,508
200,578,894
_____292,412,333
________________
$
531,135,735
_____________________
$ (1,081,749)
103,628,738
___(61,145,669)
________________
$
____41,401,320
_______________
$ 4,003,053
41,069,148
__131,673,113
________________
$176,745,314
__________________
(1,149,550)
(84,085,744)
(662,490)
(67,040,237)
(849,043)
(56,749)
(5,943,573)
___________________
__
______(85,235,294)
_______________
___________________
__
______(67,702,727)
_______________
(750,926)
___(40,845,424)
________________
___(42,445,393)
________________
(182,590)
___(14,015,569)
_______________
___(20,198,481)
_______________
Capital Share Transactions:

Proceeds from sale of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net asset value of shares issued in reinvestment of
dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redemption fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of shares redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase/(decrease) in net assets resulting from capital share transactions . .
Net increase/(decrease) in net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net assets at end of year* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88,843,094
108,651,386
20,936,904
39,489,467
80,139,122
13,858
____(716,104,569)
_________________
____(547,108,495)
_________________
(465,957,632)
__2,631,447,603
___________________
$2,165,489,971
__________________________________________
62,685,199
37,496
____(631,116,635)
_________________
____(459,742,554)
_________________
3,690,454
__2,627,757,149
___________________
__$2,631,447,603
________________________________________
41,203,254
3,629
_(220,855,475)
__________________
_(158,711,688)
__________________
(159,755,761)
__679,706,633
_________________
$519,950,872
______________________________________
19,454,567
9,098
_(185,694,079)
_________________
_(126,740,947)
_________________
29,805,886
__649,900,747
________________
$679,706,633
____________________________________
* Including accumulated undistributed net investment income/

(distributions in excess of net investment income) of . . . . . . . . . . . . . . . .
__$____________71,992,748
____________________________
__$____________65,156,179
____________________________
__$________(5,660,013)
____________________________
$________(6,399,388)
____________________________

42
_____________Real
_______Estate
__________Value
_________Fund
__________________
For the
For the
Year Ended
Year Ended
_October
____________31,
______2014
______
_October
____________31,
______2013
______
$
____________International
___________________Value
_________Fund
_________________
For the
For the
Year Ended
Year Ended
_October
____________31,
______2014
______
_October
____________31,
______2013
______
$
______________Focused
______________Credit
_________Fund
____________________
For the
For the
Year Ended
Year Ended
_October
____________31,
______2014
______
_October
____________31,
______2013
______
47,668,328
74,424,165
_____155,267,873
________________
$
277,360,366
_____________________
12,064,503
45,935,939
_____303,563,601
________________
$
361,564,043
_____________________
19,064,484
84,582,150
____(160,955,559)
_________________
$
______(57,308,925)
_______________
17,225,059
112,356,026
_____145,848,472
________________
$
275,429,557
_____________________
$ 267,212,698
32,738,809
_____(307,052,516)
_________________
_$_______(7,101,009)
______________
$ 101,268,989
35,623,309
_______40,390,810
______________
$
177,283,108
_____________________
(1,571,043)
(20,726,891)
(1,984,170)
(55,413,731)
(394,709)
(15,699,040)
(132,718)
(10,467,684)
(81,551,899)
(114,190,590)
(33,907,910)
(59,015,537)
(2,422,235)
______(27,463,643)
_______________
______(52,183,812)
_______________
(3,241,659)
______(85,265,725)
_______________
____(145,905,285)
_________________
___________________
__
______(16,093,749)
_______________
___________________
__
______(10,600,402)
_______________
____________________
__
_____(195,742,489)
_________________
___________________
__
______(92,923,447)
_______________
1,206,714,273
502,790,138
51,854,263
125,757,821
2,639,140,846
1,046,386,244
49,667,615
70,645
____(402,672,506)
_________________
_____853,780,027
________________
1,078,956,581
__2,155,726,419
___________________
$3,234,683,000
__________________________________________
137,806,815
65,503
____(450,890,690)
_________________
_____189,771,766
________________
405,430,524
__1,750,295,895
___________________
$2,155,726,419
__________________________________________
14,817,419
16,624
____(899,641,397)
_________________
____(832,953,091)
_________________
(906,355,765)
__1,258,119,701
___________________
$
__________351,763,936
________________________________
9,818,297
40,511
____(337,115,088)
_________________
____(201,498,459)
_________________
63,330,696
__1,194,789,005
___________________
__$1,258,119,701
________________________________________
165,082,808
250,689
__(1,400,052,915)
____________________
___1,404,421,428
___________________
1,201,577,930
___1,768,443,491
___________________
$______2,970,021,421
______________________________________
77,209,559
144,354
____(424,364,998)
_________________
_____699,375,159
________________
783,734,820
_____984,708,671
________________
$1,768,443,491
__________________________________________
__$____________24,181,494
____________________________
__$__________(13,767,666)
______________________________
__$____________17,976,710
____________________________
__$____________12,726,420
____________________________
__$______________82,237,153
____________________________
__$____________26,719,035
____________________________

43
Third Avenue Trust

Statement of Cash Flows
Focused
___Credit
_________Fund
_______
Cash Flows from Operating Activities:
Net decrease in net assets resulting from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net decrease in net assets resulting from operations to net cash used by operating activities:
Purchases of long-term securities* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of short-term securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales and paydowns of long-term securities** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in restricted cash pledged to counterparty for collateral management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in unrealized (appreciation)/depreciation on investment securities and deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net realized gains from investment transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of premium and discount - net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in interest and dividends receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment-in-kind interest income and other non-cash receipt of income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in unrealized (appreciation)/depreciation on forward foreign currency contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in foreign currency held . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in prepaid expenses, other assets and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in payable to Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Used by Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,101,009)
(2,600,204,918)
(54,461,720)
1,336,207,523
2,930,000
310,671,063
(19,124,304)
(66,099,283)
(31,774,299)
(66,268,938)
(4,229,113)
(786,488)
(1,030,219)
840,396
_________3,269,938
_____________
__(1,197,161,371)
____________________
Cash Flows from Financing Activities:

Proceeds from issuance of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments on shares redeemed net of redemption fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions paid to shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Provided by Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,640,572,511
(1,395,921,397)
______(30,659,681)
________________
___1,213,991,433
___________________
Cash:
Net change in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,830,062
______179,818,324
________________
$____________196,648,386
________________________________
Cash Flow Information:

Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$____________987,830
__________
Noncash Investing and Financing Activities:

Capital shares issued in reinvestment of distributions paid to shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncash investment transactions - Mergers, restructurings, dividend reinvestments and payment-in-kind interest income . . . . . . . . . . . . . . . . . . . .
$ 165,082,808
572,581,024
* Includes amounts for investments in securities sold short of $9,094,518.

** Includes amounts for investments in securities sold short of $9,562,468.

44
Third Avenue Trust

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

_____________________________________________________________________
For the Period
Ended
Years Ended October 31,
____________________________________________________
October 31,
2014
2013
2012
2011
2010*
_________
_________
_________
_________
_____________
Investor Class:
Net asset value, beginning of period . . . . . . . . . . . . . . . . .
Income/(loss) from investment operations:
Net investment income@ . . . . . . . . . . . . . . . . . . . . . .
Net gain/(loss) on investment transactions (both
realized and unrealized) . . . . . . . . . . . . . . . . . . .
Total from investment operations . . . . . . . . . . . . . . . .
Less dividends and distributions to shareholders:
Dividends from net investment income . . . . . . . . . . .
Total dividends and distributions . . . . . . . . . . . . . . . .
Net asset value, end of period . . . . . . . . . . . . . . . . . . . . .
Total return4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratios/Supplemental Data:
Net assets, end of period (in thousands) . . . . . . . . . .
Ratio of expenses to average net assets
Before fee waivers/expense offset
arrangement/recovery . . . . . . . . . . . . . . . . .
After fee waivers/expense offset
arrangement/recovery7 . . . . . . . . . . . . . . . . .
Ratio of net investment income to average net assets .
Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . .
$57.73
__
_____
$48.47
__
_____
1.39
3
0.61**
3
$44.00
__
_____
$50.09
__
_____
$46.32
__
_____
0.27
0.37
0.59
2.22
_______
3.61
_______
9.89
_______
10.50
_______
4.99
_______
5.26
_______
(5.56)
_______
(5.19)
_______
3.18
_______
3.77
_______
(1.80)
_______
(1.80)
_______
$59.54
__
_____
__
_____
(1.24)
_______
(1.24)
_______
$57.73
__
_____
__
_____
(0.79)
_______
(0.79)
_______
$48.47
__
_____
__
_____
(0.90)
_______
(0.90)
_______
$44.00
__
_____
__
_____
_______
_______
$50.09
__
_____
__
_____
6.45%
$33,936
22.07%
$36,811
12.36%
$25,796
(10.62%)
$25,547
8.16%5
$18,553
1.33%
1.35%
1.36%
1.38%
1.46%6
1.32%
2.36%
31%
1.35%
1.15%**
21%
1.40%
0.61%
16%
1.40%
0.75%
6%
1.40%6#
1.54%6
2%5
Includes redemption fees of $0.04 per share.

Includes redemption fees of less than $0.01 per share.
4 Performance figures may reflect fee waivers, expense offset arrangement and/or recovery of previously waived fees. 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.
5 Not annualized.
6 Annualized.
7 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%.
The Adviser recovered a portion of its previously waived fees.
# The Adviser waived a portion of its fees.
* Period from December 31, 2009 (commencement of operations) through October 31, 2010.
** Investment income per share reflects a special dividend received during the period which amounted to $0.44 per share. Excluding the special dividend, the ratio of net investment income to average net assets would
have been 0.33%.
Investment income per share reflects special dividends received during the period which amounted to $0.41 per share. Excluding the special dividends, the ratio of net investment income to average net assets would
have been 1.67%.
@ Calculated based on the average number of shares outstanding during the period.
2
3

45
Third Avenue Trust

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

_____________________________________________________________________
Years
Ended October 31,
_____________________________________________________________________
2014
2013
2012
2011
2010
_________
_________
_________
_________
_________
Net asset value, beginning of year . . . . . . . . . . . . . . . . . .
realized and unrealized)1 . . . . . . . . . . . . . . . . . .
Net asset value, end of year . . . . . . . . . . . . . . . . . . . . . . .
Total return2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net assets, end of year (in thousands) . . . . . . . . . . .
$57.86
__
_____
$48.53
__
_____
1.53
0.77**
$44.08
__
_____
$50.13
__
_____
$44.60
__
_____
0.37
0.43
0.71
2.23
_______
3.76
_______
9.87
_______
10.64
_______
4.98
_______
5.35
_______
(5.51)
_______
(5.08)
_______
5.96
_______
6.67
_______
(1.93)
_______
(1.93)
_______
$59.69
_______
_____
__
(1.31)
_______
(1.31)
_______
$57.86
_______
_____
__
(0.90)
_______
(0.90)
_______
$48.53
_______
_____
__
(0.97)
_______
(0.97)
_______
$44.08
_______
_____
__
(1.14)
_______
(1.14)
_______
$50.13
_______
_____
__
6.70%
$2,131,554
22.40%
$2,594,637
12.61%
$2,601,961
(10.42%)
$3,451,647
15.25%
$5,040,109
1.08%
1.10%
1.11%
1.13%
1.19%
1.07%
2.61%
31%
1.10%
1.45%**
21%
1.15%
0.83%
16%
1.15%
0.86%
6%
1.15%#
1.55%
2%

Performance figures may reflect fee waivers, expense offset arrangement and/or recovery of previously waived fees. Past performance is no guarantee of future results. Total return would have been lower if the Adviser
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%
effective December 31, 2009.
have been 0.63%.
have been 1.92%.
@ Calculated based on the average number of shares outstanding during the year.
2

46
Third Avenue Trust


_____________________________________________________________________
For the Period
Ended
____________________________________________________
October 31,
2014
2013
2012
2011
2010*
_________
_________
_________
_________
_____________
Investor Class:
Net asset value, beginning of period . . . . . . . . . . . . . . . .
Net investment income/(loss)@ . . . . . . . . . . . . . . . . .
Net gain on investment transactions (both realized
and unrealized) . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from realized gains . . . . . . . . . . . . . . . .
Total return3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of net investment income/(loss) to average
net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$28.10
__
_____
$22.13
__
_____
(0.11)
2
1.96
_______
1.85
_______
0.06**
2
6.57
_______
6.63
_______
$20.25
__
_____
$19.35
__
_____
$18.19
__
_____
(0.04)
(0.01)
0.02
1.14
_______
1.16
_______
2.01
_______
1.97
_______
1.10
_______
1.09
_______
(0.16)
(0.02)
(0.19)
(1.77)
_______
(1.77)
_______
$28.18
__
_____
_______
(0.50)
_______
(0.66)
_______
$28.10
__
_____
_______
(0.07)
_______
(0.09)
_______
$22.13
__
_____
_______
_______
(0.19)
_______
$20.25
__
_____
__
_____
_______
_______
$19.35
__
_____
__
_____
6.85%
$9,898
30.74%
$11,995
9.77%
$8,216
5.58%
$7,490
6.38%4
$4,505
1.35%
1.37%
1.38%
1.39%
1.42%5
1.35%
1.37%
1.38%
1.40%
1.40%5#
(0.41%)
40%
0.25%**
39%
(0.18%)
33%
(0.07%)
34%
0.10%5
9%4

3 Performance figures may reflect fee waivers, expense offset arrangement and/or recovery of previously waived fees. Past performance is no guarantee of future results. Total return would have been lower if the Adviser
4 Not annualized.
5 Annualized.
** Investment income per share reflects special dividends received during the period which amounted to $0.11 per share. Excluding the special dividends, the ratio of net investment income/(loss) to average net assets
would have been (0.18%).
2

47
Third Avenue Trust


_____________________________________________________________________
_____________________________________________________________________
2014
2013
2012
2011
2010
_________
_________
_________
_________
_________
Net investment income/(loss)@ . . . . . . . . . . . . . . . . .
Net gain on investment transactions (both
Total return2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ratio of net investment income/(loss) to average net assets
$28.16
__
_____
$22.18
__
_____
(0.05)
1.97
_______
1.92
_______
0.15**
6.54
_______
6.69
_______
$20.30
__
_____
$19.38
__
_____
$17.17
__
_____
0.01
0.03
0.12
2.01
_______
2.02
_______
1.10
_______
1.13
_______
2.23
_______
2.35
_______
(0.04)
(0.21)
(0.07)
(0.21)
(0.14)
(1.77)
_______
(1.81)
_______
$28.27
__
_____
__
_____
(0.50)
_______
(0.71)
_______
$28.16
__
_____
__
_____
(0.07)
_______
(0.14)
_______
$22.18
__
_____
__
_____
_______
(0.21)
_______
$20.30
__
_____
__
_____
_______
(0.14)
_______
$19.38
__
_____
__
_____
7.09%
$510,053
31.05%
$667,712
9.99%
$641,684
5.80%
$794,495
13.73%
$1,050,173
1.10%
1.12%
1.13%
1.14%
1.16%
1.10%
(0.17%)
40%
1.12%
0.62%**
39%
1.13%
0.07%
33%
1.15%
0.15%
34%
1.14%#
0.65%
9%

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 special dividends received during the period which amounted to $0.11 per share. Excluding the special dividends, the ratio of net investment income to average net assets would
have been 0.19%.
2

48
Third Avenue Trust


_____________________________________________________________________
For the Period
Ended
____________________________________________________
October 31,
2014
2013
2012
2011
2010*
_________
_________
_________
_________
_____________
Investor Class:
Total return2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$29.40
__
_____
$26.53
__
_____
$21.40
__
_____
$22.90
__
_____
$20.47
__
_____
0.10
0.16
0.02
0.40
4.99
_______
5.09
_______
4.97
_______
5.13
_______
(0.63)
_______
(0.61)
_______
2.03
_______
2.43
_______
0.50
2.60
_______
3.10
_______
(0.26)
(0.84)
(0.89)
(0.40)
_______
(0.66)
_______
$31.84
__
_____
__
_____
(1.38)
_______
(2.22)
_______
$29.40
__
_____
__
_____
_______
_______
$26.53
__
_____
__
_____
_______
(0.89)
_______
$21.40
__
_____
__
_____
_______
_______
$22.90
__
_____
_______
10.84%
$367,834
20.61%
$145,169
23.97%
$60,684
(2.89%)
$48,327
11.87%3
$28,594
1.34%
1.34%
1.34%
1.38%
1.44%4
1.33%
1.63%
14%
1.33%
0.36%
13%
1.34%
0.68%
4%
1.40%
0.11%
32%
1.40%4#
2.27%4
26%3

3 Not annualized.
4 Annualized.
The Adviser recovered previously waived fees.
Investment income per share reflects a special dividend received during the period which amounted to $0.06 per share. Excluding the special dividend, the ratio of net investment income to average net assets would
have been 1.43%.
2

49
Third Avenue Trust


_____________________________________________________________________
_____________________________________________________________________
2014
2013
2012
2011
2010
_________
_________
_________
_________
_________
Net gain/(loss) on investment transactions
(both realized and unrealized) . . . . . . . . . . . . . .
Total return3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
2
3
$29.56
__
_____
$26.66
__
_____
$21.45
__
_____
$22.93
__
_____
$19.86
__
_____
0.56
0.18
0.22
0.06
0.44
4.99
_______
5.17
_______
2.63
_______
3.19
_______
4.99
_______
5.21
_______
(0.62)
_______
(0.56)
_______
2.89
_______
3.33
_______
(0.30)
(0.89)
(0.92)
(0.26)
(0.40)
_______
(0.70)
_______
$32.05
__
_____
__
_____
(1.38)
_______
(2.27)
_______
$29.56
__
_____
__
_____
_______
_______
$26.66
__
_____
__
_____
_______
(0.92)
_______
$21.45
__
_____
__
_____
_______
(0.26)
_______
$22.93
__
_____
__
_____
11.11%
$2,866,849
20.87%
$2,010,557
24.29%
$1,689,612
(2.66%)
$1,579,121
16.94%
$1,652,647
1.09%
1.09%
1.09%
1.13%
1.18%
1.08%
1.82%
14%
1.08%
0.65%
13%
1.09%
0.96%
4%
1.15%
0.26%
32%
1.14%#
2.09%
26%

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%
The Adviser waived a portion of its fees.
Investment income per share reflects a special dividend received during the period which amounted to $0.06 per share. Excluding the special dividend, the ratio of net investment income to average net assets would
have been 1.62%.
Calculated based on the average number of shares outstanding during the year.

50
Third Avenue Trust


_____________________________________________________________________
For the Period
Ended
____________________________________________________
October 31,
2014
2013
2012
2011
2010*
_________
_________
_________
_________
_____________
Investor Class:
Total return2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Before fee waivers and expense offset
arrangement . . . . . . . . . . . . . . . . . . . . . . . .
After fee waivers and expense offset
arrangement3# . . . . . . . . . . . . . . . . . . . . . . .
$19.96
__
_____
$16.14
__
_____
0.39
0.25**
$15.29
__
_____
$16.31
__
_____
$15.51
__
_____
0.08
0.09
0.32
(2.55)
_______
(2.16)
_______
3.68
_______
3.93
_______
0.99
_______
1.07
_______
(0.85)
_______
(0.76)
_______
0.48
_______
0.80
_______
(0.22)
_______
(0.22)
_______
$17.58
__
_____
__
_____
(0.11)
_______
(0.11)
_______
$19.96
__
_____
__
_____
(0.22)
_______
(0.22)
_______
$16.14
__
_____
__
_____
(0.26)
_______
(0.26)
_______
$15.29
__
_____
__
_____
_______
_______
$16.31
__
_____
__
_____
(10.96%)
$12,266
24.49%
$35,013
7.20%
$18,533
(4.76%)
$13,997
5.16%4
$6,920
1.71%
1.69%
1.69%
1.69%
1.77%5
1.65%
1.99%
22%
1.65%
1.37%**
11%
1.65%
0.53%
20%
1.65%
0.56%
24%
1.65%5
2.55%5
13%4

Performance figures may reflect fee waivers and/or expense offset arrangement. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense offset arrangement, the total return
would have been lower. 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.
4 Not annualized.
5 Annualized.
have been 0.53%.
have been 1.39%.
2

51
Third Avenue Trust


_____________________________________________________________________
_____________________________________________________________________
2014
2013
2012
2011
2010
_________
_________
_________
_________
_________
Total return2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Before fee waivers and expense offset
arrangement . . . . . . . . . . . . . . . . . . . . . . . .
After fee waivers and expense offset
arrangement3# . . . . . . . . . . . . . . . . . . . . . . .
$20.00
__
_____
$16.16
__
_____
0.43
0.25**
$15.33
__
_____
$16.33
__
_____
$15.18
__
_____
0.12
0.10
0.24
(2.54)
_______
(2.11)
_______
3.74
_______
3.99
_______
0.97
_______
1.09
_______
(0.81)
_______
(0.71)
_______
1.09
_______
1.33
_______
(0.26)
_______
(0.26)
_______
$17.63
_______
_____
__
(0.15)
_______
(0.15)
_______
$20.00
_______
_____
__
(0.26)
_______
(0.26)
_______
$16.16
_______
_____
__
(0.29)
_______
(0.29)
_______
$15.33
_______
_____
__
(0.18)
_______
(0.18)
_______
$16.33
_______
_____
__
(10.79%)
$339,498
24.89%
$1,223,107
7.39%
$1,176,256
(4.51%)
$1,277,674
8.84%
$1,517,296
1.46%
1.44%
1.44%
1.44%
1.51%
1.40%
2.19%
22%
1.40%
1.40%**
11%
1.40%
0.80%
20%
1.40%
0.58%
24%
1.40%
1.58%
13%

Performance figures may reflect fee waivers and/or expense offset arrangement. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense offset arrangement, the total return
would have been lower. 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.
have been 0.56%.
have been 1.59%.
2

52
Third Avenue Trust


_____________________________________________________________________
_____________________________________________________________________
2014
2013
2012
2011
2010
_________
_________
_________
_________
_________
Investor Class:
realized and unrealized) . . . . . . . . . . . . . . . . . . .
Total return4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Before interest expense . . . . . . . . . . . . . . . . . . .
1
2
3
4
$11.08
__
_____
$10.25
__
_____
$10.51
__
_____
$11.36
__
_____
$10.25
__
_____
1.09
0.88
0.76
0.85
0.83
(0.76)
_______
0.33
_______
0.78
_______
1.66
_______
0.13
_______
0.89
_______
(0.81)
_______
0.04
_______
0.89
_______
1.72
_______
(0.80)
(0.83)
(0.69)
(0.79)
(0.60)
_______
(0.80)
_______
$10.61
__
_____
__
_____
_______
(0.83)
_______
$11.08
__
_____
__
_____
(0.46)
_______
(1.15)
_______
$10.25
__
_____
__
_____
(0.10)
_______
(0.89)
_______
$10.51
__
_____
__
_____
(0.01)
_______
(0.61)
_______
$11.36
__
_____
__
_____
2.67%
$920,914
16.61%
$752,422
9.60%
$335,216
0.24%
$338,098
17.19%
$248,975
1.16%
1.16%
1.14%
1.18%
1.20%
1.15%
1.13%
9.35%
53%
1.16%
1.16%
8.12%
58%
1.14%
1.14%
7.61%
72%
1.18%
1.18%
7.64%
105%
1.21%
1.21%
7.69%
129%

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%.
Effective March 11, 2011, the expense limitation has been reduced to 1.20%.

53
Third Avenue Trust


_____________________________________________________________________
_____________________________________________________________________
2014
2013
2012
2011
2010
_________
_________
_________
_________
_________
Total return2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Before interest expense . . . . . . . . . . . . . . . . . . .
1
2
$11.07
__
_____
$10.24
__
_____
$10.50
__
_____
$11.36
__
_____
$10.26
__
_____
1.12
0.92
0.79
0.88
0.86
(0.77)
_______
0.35
_______
0.77
_______
1.69
_______
0.13
_______
0.92
_______
(0.83)
_______
0.05
_______
0.87
_______
1.73
_______
(0.82)
(0.86)
(0.72)
(0.81)
(0.62)
_______
(0.82)
_______
$10.60
__
_____
__
_____
_______
(0.86)
_______
$11.07
__
_____
__
_____
(0.46)
_______
(1.18)
_______
$10.24
__
_____
__
_____
(0.10)
_______
(0.91)
_______
$10.50
__
_____
__
_____
(0.01)
_______
(0.63)
_______
$11.36
__
_____
__
_____
2.93%
$2,049,107
16.91%
$1,016,021
9.89%
$649,492
0.37%
$765,467
17.38%
$759,666
0.92%
0.91%
0.89%
0.92%
0.93%
0.92%
0.88%
9.62%
53%
0.91%
0.91%
8.48%
58%
0.89%
0.89%
7.94%
72%
0.92%
0.92%
7.87%
105%
0.94%
0.94%
7.99%
129%

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 0.95%.

54
Third Avenue Trust

Notes to Financial Statements
October 31, 2014
1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
Third Avenue Trust (the Trust) is an open-end, management investment company organized as a Delaware business trust pursuant to a Trust
Instrument dated October 31, 1996. The Trust currently consists of five non-diversified (within the meaning of Section 5(b)(2) of the Investment
Company Act), separate investment series: Third Avenue Value Fund, Third Avenue Small-Cap Value Fund, Third Avenue Real Estate Value Fund,
Third Avenue International Value Fund and Third Avenue Focused Credit Fund (each a Fund and, collectively, the Funds). Third Avenue
Management LLC (the Adviser) provides investment advisory services to each of the Funds in the Trust. The Funds seek to achieve their
investment objectives by adhering to a strict value discipline when selecting securities and other instruments. Each Fund has a distinct investment
approach.
Third Avenue Value Fund seeks to achieve its investment objective of long-term capital appreciation mainly by acquiring common stocks of wellfinanced companies (meaning companies with high quality assets and conservative levels of liabilities) at a discount to what the Adviser believes
is their intrinsic value. The Fund may invest in companies of any market capitalization. The Fund may also acquire senior securities, such as
convertible securities, preferred stocks and debt instruments (including high-yield and distressed securities that may be in default and may have
any or no credit rating), that the Adviser believes are undervalued. The Fund invests in both domestic and foreign securities.
Third Avenue Small-Cap Value Fund seeks to achieve its investment objective of long-term capital appreciation mainly 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. Under normal circumstances, the Fund
expects to invest at least 80% of its net assets (plus the amount of any borrowing for investment purposes) in securities of companies that are
considered small. The Fund considers a small company to be one whose market capitalization is within the range of capitalizations during the
most recent 12-month period of companies in the Russell 2000 Index, the S&P Small Cap 600 Index or the Dow Jones Wilshire U.S. Small-Cap
Index at the time of investment (based on month-end data). The Fund may also acquire senior securities, such as preferred stocks and debt
instruments (including high-yield and distressed securities that may be in default and may have any or no credit rating), that the Adviser believes
are undervalued. The Fund invests in both domestic and foreign securities.
Third Avenue Real Estate Value Fund seeks to achieve its investment objective of long-term capital appreciation 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). 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 Funds
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. The Fund invests in both domestic and foreign securities.
Third Avenue International Value Fund seeks to achieve its investment objective of long-term capital appreciation primarily by acquiring equity
securities, including common stocks and convertible securities, of well-financed companies (meaning companies with high quality assets and
conservative levels of liabilities) located outside of the United States. While the Fund may invest in companies located anywhere in the world, it
currently expects that most of its assets will be invested in the more developed countries and, under normal circumstances, at least 80% of its net
assets (plus the amount of any borrowing for investment purposes) will be invested in securities of issuers located outside of the United States at
the time of investment. The Fund may also acquire senior securities, such as preferred stocks and debt instruments (including high-yield and
distressed securities that may be in default and may have any or no credit rating), that the Adviser believes are undervalued.
Third Avenue Focused Credit Fund seeks to achieve its investment objective of long-term total return mainly by investing in bonds and other
types of credit instruments and intends to invest a substantial amount of its assets in credit instruments that are rated below investment grade by
some or all relevant independent rating agencies, including Moodys Investors Service, Inc., Standard & Poors Ratings Services and Fitch Ratings.
Under normal circumstances, at least 80% of the Funds net assets (plus the amount of any borrowing for investment purposes) will be invested
in bonds and other types of credit instruments. Credit instruments include high-yield bonds (commonly known as junk bonds or junk debt),
bank debt, convertible bonds or preferred stock, loans made to bankrupt companies (including debtor-in-possession loans), loans made to refinance
distressed companies and other types of debt instruments. In making these investments, the Adviser will seek to purchase instruments that the
Adviser believes are undervalued. The Fund may have significant investments in distressed and defaulted securities and intends to focus on a
relatively small number of issuers. The Fund may also purchase equity securities or hold significant positions in equity or other assets that the
Fund receives as part of a reorganization process, and may hold those assets until such time as the Adviser believes that a disposition is most
advantageous.
55
Third Avenue Trust

Notes to Financial Statements (continued)
October 31, 2014
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 Fund performance in certain market conditions, and may make it more difficult for a Fund to
achieve its investment objective.
Accounting policies:
The policies described below are followed consistently by the Funds in the preparation of their financial statements in conformity with accounting
principles generally accepted in the United States of America (U.S. GAAP). The Trust is an investment company and, accordingly, follows the
investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification (FASB
ASC) Topic 946-Investment Companies, which is part of U.S. GAAP.
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts and disclosures. Actual results could differ from those estimates.
Security valuation:
Generally, the Funds investments are valued at market value. Securities traded on a principal stock exchange, including The NASDAQ Stock
Market, Inc. (NASDAQ), are valued at the last quoted sales price, the NASDAQ official closing price, or in the absence of closing sales prices
on that day, securities are valued at the mean between the closing bid and asked price. In accordance with procedures approved by the Trusts
Board of Trustees (the Board), the Funds have retained a third party provider that, under certain circumstances, applies a statistical model to
provide fair value pricing for foreign equity securities with principal markets that are no longer open when a Fund calculates its net asset value
(NAV), and certain events have occurred after the principal markets have closed but prior to the time as of which the Funds compute their
NAVs. Debt instruments with maturities greater than 60 days, including floating rate loan securities, are valued on the basis of prices obtained
from a pricing service approved as reliable by the Board or otherwise pursuant to policies and procedures approved by the Board. Investments in
derivative instruments are valued independently by service providers or by broker quotes based on pricing models. Short-term cash investments
are valued at cost, plus accrued interest, which approximates market value. Short-term debt securities with 60 days or less to maturity may be
valued at amortized cost.
The Adviser has established a Valuation Committee (the Committee) which is responsible for overseeing the pricing and valuation of all securities
held in the Funds. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the
Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and
procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committees
responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and
liquidity determinations is delegated), and 2) regular monitoring of the Advisers pricing and valuation policies and procedures and modification
or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee
believes appropriate.
Each Fund may invest up to 15% of its total net assets in securities which are not readily marketable, including those which are restricted as to
disposition under applicable securities laws (restricted securities). Restricted securities and other securities and assets for which market quotations
are not readily available are valued at fair value, as determined in good faith by the Committee as authorized by the Board, under procedures
established by the Board. At October 31, 2014, such securities had a total fair value of $4,900,205 or 0.23% of net assets of Third Avenue Value
Fund, $22,633,178 or 0.70% of net assets of Third Avenue Real Estate Value Fund, and $136,136,872 or 4.58% of net assets of Third Avenue
Focused Credit Fund. There were no fair valued securities for Third Avenue Small-Cap Value Fund and Third Avenue International Value Fund
at October 31, 2014. Among the factors that may be considered by the Committee in determining fair value are: the type of security, trading in
unrestricted securities of the same issuer, the financial condition of the issuer, the percentage of the Funds beneficial ownership of the issuers
common stocks and debt securities, comparable multiples of similar issuers, the operating results of the issuer and the discount from market value
of any similar unrestricted securities of the issuer at the time of purchase and liquidation values of the issuer. The fair values determined in
accordance with these procedures may differ significantly from the amounts which would be realized upon disposition of the securities.
Fair value measurements:
In accordance with FASB ASC 820-10, Fair Value Measurements and Disclosures, the Funds disclose the fair value of their investments in a
hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. Fair value is defined as the price that a Fund would
receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the
investment under current market conditions. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are
significant to the valuation (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability
to access at the measurement date;
56
Third Avenue Trust

October 31, 2014
Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in
markets that are not considered to be active;
Level 3 Significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments)
A financial instruments level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is
significant to the fair value measurement. However, the determination of what constitutes observable requires significant judgment by the Funds.
The Funds consider observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not
proprietary, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing
investments are not necessarily an indication of the risk associated with investing in those investments.
The Funds use valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on
the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market
transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows
to present value.
The following are certain inputs and techniques that the Funds generally use to evaluate how to classify each major category of assets and liabilities
for Level 2 and Level 3, in accordance with U.S. GAAP.
Equity Securities (Common Stocks, Preferred Stocks, and Warrants)Equity securities traded in inactive markets and certain foreign equity
securities are valued using inputs which include broker-dealer quotes, recently executed transactions adjusted for changes in the benchmark index,
or evaluated price quotes received from independent pricing services or brokers that take into account the integrity of the market sector and issuer,
the individual characteristics of the security, and information received from broker-dealers and other market sources pertaining to the issuer or
security. To the extent that these inputs are observable, the values of equity securities are categorized as Level 2. To the extent that these inputs are
unobservable, the values are categorized as Level 3.
U.S. Government ObligationsU.S. Government obligations are valued by independent pricing services based on pricing models that evaluate
the mean between the most recently quoted bid and ask price. The models also take into consideration data received from active market makers
and broker-dealers, yield curves, and the spread over comparable U.S. Government issues. The spreads change daily in response to market conditions
and are generally obtained from the new issue market and broker-dealer sources. To the extent that these inputs are observable, the values of U.S.
Government obligations are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.
Corporate Bonds & NotesCorporate bonds and notes are generally comprised of two main categories: investment grade bonds and high yield
bonds. Investment grade bonds are valued by independent pricing services or brokers using various inputs and techniques, which include brokerdealer quotations, live trading levels, recently executed transactions in securities of the issuer or comparable issuers, and option adjusted spread
models that include base curve and spread curve inputs. Adjustments to individual bonds can be applied to recognize trading differences compared
to other bonds issued by the same issuer. High yield bonds are valued by independent pricing services or brokers based primarily on broker-dealer
quotations from relevant market makers and recently executed transactions in securities of the issuer or comparable issuers. The broker-dealer
quotations received are supported by credit analysis of the issuer that takes into consideration credit quality assessments, daily trading activity, and
the activity of the underlying equities, listed bonds and sector specific trends. To the extent that these inputs are observable, the values of corporate
bonds and notes are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.
Forward Foreign Currency ContractsForward foreign currency contracts are valued by independent pricing services using various inputs and
techniques, which include broker-dealer quotations, actual trading information and foreign currency exchange rates gathered from leading market
makers and foreign currency exchange trading centers throughout the world. To the extent that these inputs are observable, the values of forward
foreign currency contracts are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.
ClaimsClaims are valued by brokers based on pricing models that take into account, among other factors, both cash and non-cash assets. The
valuation is derived from expected cash flow of the claims and the non-cash assets, which include all real estate, private equity or other securities
within the estate. To the extent that these inputs are observable, the values of the claims are categorized as Level 2. To the extent that these inputs
are unobservable, the values are categorized as Level 3.
Term LoansTerm loans are valued by independent pricing services based on the average of evaluated quoted prices received from multiple dealers
or valued relative to other benchmark securities when broker-dealer quotes are unavailable. Inputs may include quoted prices for similar investments
in active markets, interest rates, coupon rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features
in order to estimate the relevant cash flows which is then discounted to calculate fair values. To the extent that these inputs are observable, the
values of term loans are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.
Municipal BondsMunicipal bonds are valued by independent pricing services based on pricing models that take into account, among other
factors, information received from market makers and broker-dealers, current trades, bid-ask lists, offerings, market movements, the callability of
57
Third Avenue Trust

October 31, 2014
the bond, state of issuance, benchmark yield curves, and bond insurance. To the extent that these inputs are observable, the values of municipal
bonds are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.
Options (Written and Purchased)Options are valued by independent pricing services or by brokers based on pricing models that take into
account, among other factors, foreign exchange rate, time until expiration, and volatility of the underlying foreign currency security. To the extent
that these inputs are observable, the values of options are categorized as Level 2. To the extent that these inputs are unobservable, the values are
categorized as Level 3.
The following is a summary by level of inputs used to value the Funds investments as of October 31, 2014:
Third Avenue
___Value
________Fund
________
Level 1: Quoted Prices
Investments in Securities:
Common Stocks & Warrants:
Chemicals
Energy
Financials
Services
Other
Preferred Stocks:
Financials
Closed-End Funds:
Financials
Total for Level 1 Securities
Level 2: Other Significant Observable Inputs
Common Stocks:
Preferred Stocks:
Financials
Debt Securities issued by the U.S. Treasury and
other government corporations and agencies:
Municipal Bonds
Corporate Bonds & Notes
Term Loans
Claims
Purchased Options:
Foreign Currency Put Options
Short Term Investments:
U.S. Government Obligations
223,209,044
141,034,488
59,245,663
112,293,471
1,522,888,628
Third Avenue
Small-Cap
___Value
________Fund
________
20,946,483
7,634,875
32,032,607
22,068,397
421,293,363
Third Avenue
Real Estate
___Value
________Fund
________
Third Avenue
International
___Value
________Fund
________
217,427,654
806,764,588
150,850,000
1,394,443,832
$ 8,384,345
37,977,098
9,705,451
15,424,686
226,891,749
Third Avenue
Focused
___Credit
_________Fund
_______
148,335
3,240,000
37,728,636
3,966,750
73,597,951
26,856,155
_____________________
___
2,058,671,294
________________________
__________________
___
503,975,725
_____________________
_____________________
___
2,569,486,074
________________________
__________________
___
298,383,329
_____________________
________90,684,331
________________
236,222,158
________________________
13,319,091
13,917,610
15,224,425
7,175,626
16,210,775
4,028,080
1,799,711,709
103,231,394
92,484,000
2,235,139
_____________________
___
16,210,775
________________________
__________________
___
13,319,091
_____________________
________99,999,792
________________
102,234,931
________________________
__________________
___
29,142,035
_____________________
_____________________
___
2,006,630,809
________________________
58
Third Avenue Trust

October 31, 2014
Summary by level of inputs (continued)

Third Avenue
___Value
________Fund
________
Level 3: Significant Unobservable Inputs
Common Stocks & Warrants:
Chemicals
Consumer Products
Energy
Financial Insurance
Services
Transportation
Limited Partnerships:
Convertible Preferred Stocks:
Transportation
Preferred Stocks:
Energy
Financials
Corporate Bonds & Notes
Term Loans
Claims
Private Equities:
Automotive
Consumer Products
Energy
Total Value of Investments
Investments in Other Financial Instruments:
Level 1: Quoted Prices
Written Equity Options
Level 2: Other Significant Observable Inputs
Written Foreign Currency Options
Written Equity Options
Forward Foreign Currency Contracts - Assets
Total Market Value or Appreciation/(Depreciation)
of Other Financial Instruments
259,000
40,800
Third Avenue
Small-Cap
___Value
________Fund
________
Third Avenue
Real Estate
___Value
________Fund
________
19,295,656
Third Avenue
International
___Value
________Fund
________
Third Avenue
Focused
___Credit
_________Fund
_______
71,883,570
21,193,777*
1,005,503
4,533,288
92,941
15,623,470
4,507,464
33,993,569
3,337,522
3,120,358
21,642,730
130,755,249*
212,038,757
9,431,221*
_____________________
___
4,900,205
________________________
__$2,079,782,274
______________________________________________
__________________
___
_____________________
__$517,294,816
________________________________________
______100,965,259
__________________
______157,592,006
__________________
__$2,829,313,011
______________________________________________
__________________
___
_____________________
__$327,525,364
________________________________________
10,625,000
4,354,901
1,043,306
_____________________
___
507,251,130
________________________
__$2,750,104,097
______________________________________________
(165,400)
(206,000)
_____________________
___
__________________
___
(415,566)
__________2,203,818
______________
__________________
___
__________2,134,768
______________
__$____________________(206,000)
__________________________
__$__________________________________
______
__$__________________1,622,852
____________________________
__$__________________________________
______
__$__________________2,134,768
____________________________
The value of security that was transferred from Level 1 on October 31, 2013 to Level 2 on October 31, 2014 for Third Avenue Small-Cap Value Fund was $13,969,145. The
transfer was due to decrease in trading activities at period end. The values of securities that were transferred from Level 1 on October 31, 2013 to Level 2 on October 31, 2014 for
Third Avenue International Value Fund and Third Avenue Focused Credit Fund were $12,635,038 and $3,310,650, respectively. The transfers were due to lack of quoted prices
in active markets at period end.
* Includes investments fair valued at zero.
Please refer to the Portfolios of Investments for industry specifics of the portfolio holdings.
Transfers from Level 1 to Level 2, or from Level 2 to Level 1 are recorded utilizing values as of the beginning of the period.
59
Third Avenue Trust

October 31, 2014
Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:
Balance as of 10/31/13 (fair value)

Consumer Products
Financial Insurance
Manufacturing Housing
Transfer out of Level 3^
Payment-in-kind
Consumer Products
Return of capital
Financial Insurance
Net change in unrealized gain/(loss)
Consumer Products
Financial Insurance
Net realized gain/(loss)
Consumer Products
Financial Insurance
Total
Common
Corporate
Limited
______Stocks
_____________
_Bonds
_________&___Notes
______
__Partnerships
_________________
26,318
812,000
65,025
85,815,088
$ 3,691,276
(85,815,088)
169,492
$ 3,717,594
812,000
234,517
85,815,088
(85,815,088)
1,234,479
1,234,479
(629,000)
(33,206)
(32,494)
(629,000)
(65,700)
(26,318)
76,000
8,981
(418,291)
(92,475)
(444,609)
76,000
(83,494)
48,418
48,418
4,507,464
__________________
___
__$____________4,507,464
____________________________
92,941
__________________
___
__$______________________92,941
__________________
4,507,464
259,000
133,741
__________________
___
$______________4,900,205
____________________________
$________________(452,103)
__________________________
*
259,000
40,800
________________
___
__$______________299,800
______________________
Net change in unrealized gain/(loss) related to securities still held as of October 31, 2014
_______Total
____________
^ Transfer out is recorded utilizing value as of the beginning of the period. The transfer is due to security no longer restricted at period end.
* Investments fair valued at zero.

Common
____________Stocks
_______
Purchases
Sales
Total
Preferred
Private
______Stocks
_____________
_____Equities
______________
$16,751,774
$ 91,229,323
27,535,807
___Term
_______Loans
_________
$107,981,097
3,653,068
31,188,875
(20,453)
(20,453)
2,543,882
6,457,762
9,735,936
(293,486)
6,164,276
12,279,818
(1,607)
(1,607)
_____19,295,656
________________
______$19,295,656
____________________________________
33,993,569
__________________
___
______$33,993,569
____________________________________
___100,965,259
__________________
__$100,965,259
________________________________________
3,337,522
__________________
___
$______________3,337,522
____________________________
37,331,091
___120,260,915
__________________
__$157,592,006
________________________________________
60
_______Total
____________
__$________18,444,094
________________________________
Third Avenue Trust

October 31, 2014
Corporate
_Bonds
_________&___Notes
______
Aerospace
Energy
Financials
Healthcare
Metals & Mining
Technology
Transportation
Transfer in level 3^
Healthcare
Utilities
Purchases
Automotive
Chemicals
Consumer Products
Energy
Financials
Food & Beverage
Healthcare
Media/Cable
Metals & Mining
Services
Utilities
Sales
Aerospace
Energy
Financials
Healthcare
Metals & Mining
Services
Bond discount
Chemicals
Energy
Healthcare
Metals & Mining
Payment-in-kind
Energy
Healthcare
Preferred and
Convertible
Common Stocks
Preferred
___Term
_______Loans
_________ __and
_____Warrants
____________ ______Stocks
_____________
5,242,313
7,873,040
$ 2,488,160
3,001,947
1,360,000
22,187,588
47,454,429
14,377,272*
4,592,162
Private
Equities
___and
______Claims
__________
6,113,114(a)
14,248,607(a)
14,320,558(b)
_______Total
____________
$ 2,488,160
19,619,585
556,847(c)
6,669,961
3,001,947
15,608,607
7,873,040
18,912,720
22,187,588
47,454,429
65,468,900
25,397,001
47,612,652
54,461,720
39,482,008
2,349,298
19,600,000
5,622,075
9,750,151
77,181,727
7,459,933
2,095,119
1,496,576(a)
17,525,643(a)
(7,237,500)
(2,787,514)
(13,077)
(9,946,499)
(1,700,000)
(41,888)
(2,243,407)
(6,325,076)(a)
(14,040,735)(a)
37,320
102,306
617,751
611,629
16,574
286,059
99,961
617,751
648,949
16,574
286,059
202,267
535,945
187,137
535,945
187,137
61
8,800,000(c)
8,800,000
131,643,447
4,421,661(c)
69,890,561
1,969,982(c)
75,805,500
19,874,941
30,796,067(d) 30,796,067
19,600,000
5,622,075
47,612,652
2,095,119
9,750,151
(556,847)(c)
(2,787,514)
(7,279,388)
(6,895,000)
(9,946,499)
(15,740,735)
(2,243,407)
Third Avenue Trust

October 31, 2014
Third Avenue Focused Credit Fund (continued)
Corporate
_Bonds
_________&___Notes
______
Aerospace
Automotive
Chemicals
Consumer Products
Energy
Financials
Food & Beverage
Healthcare
Metals & Mining
Services
Technology
Transportation
Utilities
Aerospace
Energy
Financials
Healthcare
Metals & Mining
Services
Aerospace
Automotive
Chemicals
Consumer Products
Energy
Financials
Food & Beverage
Healthcare
Media/Cable
Metals & Mining
Services
Technology
Transportation
Utilities
Total
Preferred and
Convertible
Common Stocks
Preferred
___Term
_______Loans
_________ __and
_____Warrants
____________ ______Stocks
_____________
$
(5,298,157)
(570,161)
(109,022)
(58,874)
(3,703,604)
(952,928)
(6,062,655)
(3,514,750)
$ 3,342,564
2,858,529
609,464
(187,755)
(16,574)
(394,395)
28,029
13,149,005
(42,791)
(3,043,210)
(1,027)
352,720
212,010
(31,379)
1,262,813
801,811(a)
(970,531)(a)
57,938,000
61,765,296
22,979,360
40,703,101
2,147,439
19,600,000
21,296,632
*
41,652,303
4,358,290
70,353,585
_____________________
_____________________
$212,038,757
__$130,755,249
________________________________________
__________________________________________
71,883,570
21,193,777*
1,005,503
4,533,288
__________________
___
______$98,616,138
____________________________________
3,120,358(a)
21,642,730(a)
15,623,470(b)
________________
___
__$40,386,558
____________________________________
^ Transfers out are recorded utilizing values as of the beginning of the period. The transfers are due to decrease in trading activities at period end.
* Includes investments fair valued at zero.
Investments acquired through corporate actions with zero cost.

(a) Preferred Stocks
(b) Convertible Preferred Stocks
(c) Private Equities
(d) Claims
62
Private
Equities
___and
______Claims
__________
1,623,782(a)
3,527,238(a)
762,659(a)
1,302,912(b)
_______Total
____________
$ 3,342,564
1,825,000(c)
1,825,000
(2,439,628)
(66,760)(c)
(3,770,364)
(926,676)(c)
(216,519)
25,573(c)
3,365,056
(21,364,846)(d) (21,364,846)
(16,574)
(394,395)
(5,271,967)
(109,022)
(3,514,750)
1,244,038
13,149,005
(25,573)(c)
(3,043,210)
(74,170)
775,211
352,720
(758,521)
1,262,813
10,625,000(c)
10,625,000
129,821,570
4,354,901(c)
66,120,197
1,043,306(c)
89,039,902
23,790,169
9,431,221*(d)
9,431,221
19,600,000
21,296,632
41,652,303
1,005,503
4,358,290
20,156,758
________________
___
_____70,353,585
________________
$25,454,428
______________________________________
__$507,251,130
________________________________________
$________(17,741,376)
__________________________________
Third Avenue Trust

October 31, 2014
Quantitative Information about Level 3 Fair Value Measurements

(amounts in thousands)
Other (b)

Private Equities
Preferred Stocks
Common Stocks
Term Loans
Fair Value at
10/31/14
Unobservable Inputs(s)
Range
(Weighted
Average)
Valuation Technique(s)
Range
(Weighted
Average)
Broker Quote
Broker Quote
Option Pricing Model (a)
Book Value
#
#
Share volatility
Restructuring value
$3.50
$179.20
0.58% (N/A)
1.0x (1.0x)
Range
(Weighted
Average)
$ 4,900
Fair Value at
10/31/14
$100,965
33,994
19,296
3,337
$157,592
Fair Value at
10/31/14
Corporate Bonds
Term Loans
Term Loans
Common Stocks
Preferred Stocks
Term Loans
Convertible Preferred Stocks
Private Equities
Claims
Corporate Bonds
Other (b)
$123,788
Broker Quote
#
$15.50-$915.00
100,788
Book Value
Restructuring value
1.0x (1.0x)
94,506
Broker Quote
#
$65.00-$98.00
89,174
Broker Quote
#
$33.00-$962.48
21,643
Broker Quote
#
$179.20
16,744
Book Value
Restructuring value
$248.97
15,623
Broker Quote
#
$962.47-$1,310.06
14,980
Broker Quote
#
$0.00*-$1.06
9,431
Broker Quote
#
$5.01
6,967
Book Value
Restructuring value
1.0x (1.0x)
13,607
$507,251
#
Valuation techniques and significant unobservable inputs used by third-party pricing vendors or brokers, which are described in Note 1, were not provided to the Adviser. The appropriateness of fair values for these securities is
based on results of back testing, broker due diligence, unchanged price review and consideration of macro or security specific events.
(a) Represents amounts used when the reporting entity has determined that market participants would take into account premiums and discounts, as applicable, when pricing the investments.
(b) Includes securities less than 0.50% within each respective Fund.
* Amount less than $0.01.
The significant unobservable inputs used in the fair value measurement of the Funds investments are listed above. Generally, a change in the assumptions used in any input in isolation may be accompanied by a change
in another input. Significant changes in any of the unobservable inputs may significantly impact the fair value measurement. The impact is based on the relationship between each unobservable input and the fair value
measurement. Significant increases (decreases) in enterprise multiples may increase (decrease) the fair value measurement. Significant increases (decreases) in the discount for marketability may decrease (increase)
the fair value measurement.
Security transactions and investment income:

Security transactions for financial statement purposes are accounted for on a trade date basis. Dividend income is recorded on the ex-dividend
date or, for certain foreign dividends, as soon as the Funds become aware of the dividends. Interest income is determined on the basis of coupon
interest accrued using the effective interest method which adjusts for amortization of premiums and accretion of discounts. Dividend income on
the Statement of Operations are shown net of any foreign taxes withheld on income from foreign securities. Payments received from certain
investments held by the Funds may be comprised of dividends, capital gains and return of capital. The Funds originally estimate the expected
classification of such payments. These amounts may subsequently be reclassified upon receipt of information from the issuer. Realized gains and
losses from securities transactions are recorded on an identified cost basis.
Foreign currency translation and foreign investments:
The books and records of the Funds are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:
Investments and assets and liabilities denominated in foreign currencies: At the prevailing rates of exchange on the valuation date.
Investment transactions and investment income: At the prevailing rates of exchange on the date of such transactions.
The net assets of the Funds are presented at market values using the foreign exchange rates at the close of the period. The Funds do not generally
isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes
in the market prices of the investments held.
Similarly, the Funds do not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices
of investments sold during the period. Accordingly, realized and unrealized foreign currency gains/(losses) are included in the reported net realized
gain/(loss) and unrealized appreciation/(depreciation) on investments transactions and balances.
63
Third Avenue Trust

October 31, 2014
Net realized gains/(losses) on foreign currency transactions represent net foreign exchange gains/(losses) from foreign currency exchange contracts,
disposition of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the
difference between the amount of investment income and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent
amounts actually received or paid. Net unrealized currency gains/(losses) from valuing foreign currency denominated assets and liabilities at period
end exchange rates are reflected as a component of net unrealized appreciation/(depreciation) on the Statement of Assets and Liabilities. The
change in net unrealized currency gains/(losses) for the period is reflected on the Statement of Operations.
Pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of
gains and losses realized on sales and maturities of foreign denominated debt securities are generally treated as ordinary income.
Payment-in-kind securities:
The Funds may invest in payment-in-kind securities (PIKs). PIKs give the issuer the option at each interest payment date of making interest
payments in either cash or additional debt securities. Those additional debt securities usually have the same terms, including maturity dates and
interest rates, and associated risks as the original bonds. The daily market quotations of the original bonds may include the accrued interest (referred
to as a dirty price) and require a pro-rata adjustment from the unrealized appreciation or depreciation on investments to interest receivable on
the Statement of Assets and Liabilities.
For the year ended October 31, 2014, the total in-kind payments with respect to PIK securities that were received by the Third Avenue Value
Fund and the Third Avenue Focused Credit Fund in the amounts of $1,234,479 or 1.37% of total investment income and $40,930,089 or 13.84%
of total investment income, respectively, are shown as a separate line item on the Statement of Operations.
Term loans:
The Funds typically invest in loans which are structured and administered by a third party entity (the Agent) that acts on behalf of a group of
lenders that make or hold interests in the loan. These securities generally pay interest at rates which are periodically pre-determined by reference
to a base lending rate plus a premium. These base lending rates are generally either the lending rate offered by one or more major European banks,
such as the London Interbank Offered Rate (LIBOR) or the prime rate offered by one or more major United States banks, or the certificate of
deposit rate.
These securities are generally considered to be restricted, as the Funds are ordinarily contractually obligated to receive approval from the Agent
bank and/or borrower prior to disposition. Remaining maturities of term loans may be less than the stated maturities shown as a result of contractual
or optional payments by the borrower. Such prepayments cannot be predicted with certainty. The interest rate disclosed reflects the rate in effect
on October 31, 2014.
Forward foreign currency contracts:
The Funds may be exposed to foreign currency risks associated with portfolio investments and therefore may use forward foreign currency contracts
to hedge or manage these exposures. The Funds also may buy forward foreign currency contracts to gain exposure to currencies. Forward foreign
currency contracts are valued at the forward rate and are marked-to-market daily. The change in market value is included in unrealized
appreciation/(depreciation) on investments and foreign currency translations. When the contract is closed, the Funds record a realized gain or loss
equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.
The use of forward foreign currency contracts does not eliminate fluctuations in the underlying prices of the Funds portfolio securities, but it
does establish a rate of exchange that can be achieved in the future. Although forward foreign currency contracts limit the risk of loss due to a
decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In
addition, the Funds could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts.
During the year ended October 31, 2014, Third Avenue Value Fund, Third Avenue Real Estate Value Fund and Third Avenue Focused Credit
Fund used forward foreign currency contracts for hedging against foreign currency risks. As of October 31, 2014, the Third Avenue Value Fund
no longer held any forward foreign currency contracts.
Option contracts:
The Funds may purchase and sell (write) put and call options on various instruments including investments, indices, and foreign currency to
manage and hedge exchange rate risks within their portfolios and also to gain long or short exposure to the underlying instruments.
An option contract gives the buyer the right, but not the obligation, to buy (call) or sell (put) an underlying item at a fixed exercise price on a
certain date or during a specified period. The cost of the underlying instruments acquired through the exercise of a call option is increased by the
premiums paid. The proceeds from the underlying instruments sold through the exercise of a purchased put option are decreased by the premiums
paid. Investments in over-the-counter option contracts require the Funds to fair value or mark-to market the options on a daily basis, which
reflects the change in the market value of the contracts at the close of each days trading. The cost of purchased options that expire unexercised are
treated by the Funds, on expiration date, as realized losses on investments or foreign currency transactions.
64
Third Avenue Trust

October 31, 2014
When the Funds write an option, an amount equal to the premium received by the Funds is recorded as a liability and is subsequently adjusted
to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Funds, on the
expiration date, as realized gains on written options or foreign currency. The difference between the premium and the amount paid on effecting
a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid
for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the
underlying security or currency in determining whether the Funds have a realized gain or loss. If a put option is exercised, the premium reduces
the cost basis of the security or currency purchased by the Funds. In purchasing and writing options, the Funds bear the market risk of an
unfavorable change in the price of the underlying security or the risk that the Funds may not be able to enter into a closing transaction due to an
illiquid market. Exercise of a written option could result in the Funds purchasing a security or currency at a price different from the current market
value. The Funds may execute transactions in both listed and over-the-counter options. Listed options involve minimal counterparty risk since
listed options are guaranteed against default by the exchange on which they trade. When purchasing over-the-counter options, the Funds bear the
risk of economic loss from counterparty default, equal to the market value of the option.
During the year ended October 31, 2014, Third Avenue Real Estate Value Fund and Third Avenue International Value Fund used purchased
options on foreign currency for hedging purposes and/or to protect against losses in foreign currencies. As of October 31, 2014, the Third Avenue
International Value Fund no longer held any purchased options on foreign currency.
During the year ended October 31, 2014, Third Avenue Value Fund used written put options on equities to gain long exposure to the underlying
instruments and enhance the yield of the Fund. Third Avenue Real Estate Value Fund used written call options on foreign currency for hedging
purposes and written put options on equities to gain long exposure to the underlying instruments.
Summary of derivatives information:
The following tables present the value of derivatives held as of October 31, 2014, by their primary underlying risk exposure and respective location
on the Statements of Assets and Liabilities:
Derivative Contract
_________________
Liabilities:
Equity contracts
Statement of Assets and

Liabilities Location
____________________
Options
________
Written equity options at value
$ (206,000)

Derivative Contract
_________________
Assets:
Foreign currency contracts

____________________
Purchased foreign currency options

Unrealized appreciation for forward foreign
currency contracts
Total
Liabilities:
Equity contracts
Total
Written equity options at value

Written foreign currency options at value
Options
________
$2,235,139
Forward Foreign
Currency Contracts
_________________
_________
$2,235,139
_________
_________
2,203,818
_________
$2,203,818
_________
_________
$ (165,400)
(415,566)
_________
$ (580,966)
_________
_________
_________
$
_________
_________

Derivative
Contract
_________________
Assets:

____________________
Unrealized appreciation for forward foreign

currency contracts
65
Forward Foreign
Currency Contracts
_________________
$2,134,768
Third Avenue Trust

October 31, 2014
The following tables present the effect of derivatives on the Statement of Operations during the year ended October 31, 2014, by primary risk
exposure:
Derivative
Contract
_________________
Amount of Change in Unrealized Appreciation/(Depreciation) on Derivatives Recognized in Income

_______________________________________________________________________________
Written
Options
___________
Equity contracts
Derivative Contract
_________________
109,500(a)
Amount of Realized Gain/(Loss) on Derivatives Recognized in Income

_______________________________________________________________________________
Forward Foreign
Currency
Contracts
______________
$(34,804)(c)
Derivative Contract
_________________

_______________________________________________________________________________
Purchased
Written
Forward Foreign
Options
Options
Currency Contracts
_________
_________
_________________
Total
______
Equity contracts
(3,054,594)(c)
__________
$ 370,495(b)
1,547,764(c)
_________
18,293,699(c)
__________
Total
$(3,054,594)
__________
__________
$1,918,259
_________
_________
$18,293,699
__________
__________
$17,157,364
__________
__________
Derivative Contract
_________________

_______________________________________________________________________________
Purchased
Written
Forward Foreign
Options
Options
Currency Contracts
_________
_________
_________________
370,495
16,786,869
__________
Total
______
Equity contracts
3,191,679(d)
_________
$1,726,607(a)
2,101,522(d)
_________
3,099,194(d)
_________
$ 1,726,607
8,392,395
__________
Total
$3,191,679
_________
_________
$3,828,129
_________
_________
$3,099,194
_________
_________
$10,119,002
__________
__________
Derivative Contract
_________________

_______________________________________________________________________________
Purchased
Options
___________
$(2,729,117)(c)
Derivative
Contract
_________________
Derivative Contract
_________________

(a)
(b)
(c)
(d)

_______________________________________________________________________________
Forward Foreign
Currency Contracts
_______________
$19,611,428(c)
_______________________________________________________________________________
Forward Foreign
Currency Contracts
_______________
$4,229,113(d)
Included in Net change in unrealized appreciation/(depreciation) on written equity options.

Included in Net realized gain on written equity options.
Included in Net realized gain/(loss) on foreign currency transactions.
Included in Net change in unrealized appreciation/(depreciation) on translation of other assets and liabilities denominated in foreign currency.
66
Third Avenue Trust

October 31, 2014
Derivatives volume:
The tables below disclose the volume of the Funds forward foreign currency contracts and options activities during the year ended October 31,
2014 (amounts denominated in U.S. Dollars unless otherwise noted, except number of contracts). Please refer to the tables in the Summary of
derivatives information for derivative-related gains and losses associated with volume activity (measured at each month-end).
Third Avenue
Real Estate
___Value
_________Fund
________
Third Avenue
International
___Value
_________Fund
________
Third Avenue
Focused
___Credit
_________Fund
________
16,820
15,846
Third Avenue
___Value
_________Fund
________
Exchange Traded Equity Options:
Average Ending Value Written
OTC Equity Options:
Average Ending Value Written
Foreign Currency Options:
Average Notional Balance Purchased
Average Notional Balance Purchased
Average Notional Balance Written
Forward Foreign Currency Contracts:
Average Settlement Value Purchased
Average Settlement Value Sold
750,056
105,576,923AUD
105,576,923AUD
161,457,659
115,083,282EUR
61,634,462JPY
13,056,456
240,685,298
AUD: Australian Dollar

EUR: Euro
JPY: Japanese Yen
Floating rate obligations:

The Funds may invest in debt securities with interest payments or maturity values that are not fixed, but float in conjunction with an underlying
index or price. These securities may be backed by corporate issuers. The indices and prices upon which such securities can be based include interest
rates and currency rates. Floating rate securities pay interest according to a coupon which is reset periodically.
Dividends and distributions to shareholders:
The amount of dividends and distributions paid to shareholders from net investment income and net realized capital gains on sales of securities,
respectively are determined in accordance with U.S. federal income tax law and regulations which may differ from U.S. GAAP. Such dividends
and distributions are recorded on the ex-dividend date. The majority of dividends and capital gains distributions from a Fund may be automatically
reinvested into additional shares of that Fund, based upon the discretion of the Funds shareholders.
Income tax information:
The Funds have complied and intend to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment
companies, and each Fund intends to distribute all of its taxable net investment income and net realized capital gains, if any, to its shareholders.
Therefore, no provision for U.S. federal income taxes is included on the accompanying financial statements.
Income, including gains, from investments in foreign securities received by the Funds may be subject to income, withholding or other taxes
imposed by foreign countries.
Management has analyzed the tax positions taken on the Funds U.S. federal income tax returns for all open tax years (generally the current and
prior three tax years), and has concluded that no provision for U.S. federal income tax is required in the Funds financial statements. This conclusion
may be subject to future review and adjustment at a later date based upon factors including, but not limited to, on-going analyses of and changes
to tax laws, regulations and interpretations thereof. The Funds are subject to possible examination by the relevant taxing authorities for tax years
for which the applicable statutes of limitations have not expired.
Expense allocation:
Expenses attributable to a specific Fund are charged to that Fund. Expenses attributable to the Trust are generally allocated using the ratio of each
Funds average net assets relative to the total average net assets of the Trust. Certain expenses are shared with Third Avenue Variable Series Trust,
an affiliated fund group. Such costs are allocated using the ratio of the Funds average net assets relative to the total average net assets of the Funds
and Third Avenue Variable Series Trust.
Share class accounting:
Investment income, common expenses and realized/unrealized gains/(losses) on investments are allocated to the two classes of shares of each Fund
on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that share class.
67
Third Avenue Trust

October 31, 2014
Trustees and officers fees:

The Trust does not pay any fees to its officers for their services as such, except for the Chief Compliance Officer, and the Associate Director of
Compliance, to whom the Trust paid $321,046 for the year ended October 31, 2014. The Trust does pay, together with Third Avenue Variable
Series Trust, Trustees who are not affiliated with the Adviser a fee of $5,000 for each meeting of the Board that each Trustee attends, in addition
to reimbursing all Trustees for travel and incidental expenses incurred by them in connection with their attendance at meetings. If a special meeting
is required, Trustees will each receive $2,500. The Trust, together with Third Avenue Variable Series Trust, also pays each independent Trustee an
annual retainer of $65,000 (the lead independent Trustee receives an additional retainer of $12,000). The Trustees on the Audit Committee each
receive $2,000 for each audit committee meeting and the audit committee chairman receives an annual retainer of $6,000.
2. INVESTMENTS
Purchases and sales/conversions:

The aggregate cost of purchases and aggregate proceeds from sales and conversions of investments, excluding short-term investments, from
unaffiliated and affiliated issuers (as defined in the Investment Company Act of 1940 as ownership of 5% or more of the outstanding voting
securities of these issuers) for the year ended October 31, 2014 were as follows:
Purchases
________
Third Avenue Value Fund:

Affiliated
Unaffiliated
Third Avenue Small-Cap Value Fund:
Unaffiliated
Third Avenue Real Estate Value Fund:
Affiliated
Unaffiliated
Third Avenue International Value Fund:
Affiliated
Unaffiliated
Third Avenue Focused Credit Fund:
Affiliated
Unaffiliated
2,947,994
656,355,543
Sales
____
25,618,906
969,164,377
232,221,743
369,868,370
69,334,006
939,030,051
310,355,231
177,224,416
8,160,793
902,017,330
3,034,982
2,630,264,919
1,335,913,961
Written options transactions during the period are summarized as follows:

Equity Options Written
Number
Premiums
____of
____Contracts
_____________
_____Received
______________
Options outstanding at
October 31, 2013
Options written
October 31, 2014
______
__
__2,000
______
_$__________
__
___315,500
__________
____2,000
____________
__$315,500
________________________

Currency
Options Written
Notional
Premiums
______Amount
_______________
_____Received
______________
October 31, 2013
Options written
Options terminated in closing
purchase transactions
Options exercised
Options expired
October 31, 2014
Equity
Options Written
Number of
Premiums
___Contracts
____________
____Received
_____________
___128,000,000
________________
493,000,000
_$___2,040,020
____________
4,830,954
_______
__
18,261
_$____________
__
2,262,502
(294,500,000)
(83,500,000)
(162,000,000)
___________________
(3,363,408)
(1,090,002)
__(1,783,028)
______________
(4,261)
_________
(370,495)
_______________
__________81,000,000
____________________________
______$______634,536
____________________
__14,000
________________
__$1,892,007
____________________________
In Australian Dollars.
68
Third Avenue Trust

October 31, 2014
3. INVESTMENT ADVISORY SERVICES, ADMINISTRATION AND SERVICE FEE AGREEMENTS AND EXPENSE OFFSET ARRANGEMENT
Each Fund has an Investment Advisory Agreement with the Adviser for investment advice and certain management functions. The terms of the
Investment Advisory Agreements provide the annual advisory fees based on the total average daily net assets for the Funds which are indicated as
below. These fees are calculated daily and paid monthly.
Annual
Fund
___
Management Fee
___________
0.90%
0.90%
0.90%
1.25%
0.75%

Additionally, the Adviser pays certain expenses on behalf of the Funds which are partially reimbursed by the Funds, including service fees due to
third parties, the compensation expense for the Funds Chief Compliance Officer and the Associate Director of Compliance and other miscellaneous
expenses. At October 31, 2014, Third Avenue Value Fund, Third Avenue Small-Cap Value Fund, Third Avenue Real Estate Value Fund, Third
Avenue International Value Fund and Third Avenue Focused Credit Fund had amounts payable to the Adviser of $4,753, $3,127, $19,208, $2,451
and $81,263, respectively, for reimbursement of expenses paid by the Adviser.
Under current arrangements, whenever, in any fiscal year, each Funds normal operating expenses, including the investment advisory fee, but
excluding taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary items, exceeds the expense limitation based on
each Funds average daily net assets, the Adviser has agreed to waive a portion of its advisory fees and/or reimburse each Fund in an amount equal
to that excess. This arrangement is set to expire on February 28, 2015, subject to annual renewal. The expense limitations for each Fund are disclosed
in its corresponding Financial Highlights. Below are the corresponding contingent liabilities to the Adviser in effect as of October 31, 2014:
October 31,
2012
___________
Expenses Waived through

Fiscal Periods ending
October 31,
2013
___________
October 31,
2014
___________
Subject to Repayment until October 31,

Fund
____
Expiration
Date
_________
2015
__________
2016
__________
2017
__________
2/28/2015
$384,146
$383,912
$517,819
The waived fees and reimbursed expenses may be paid to the Adviser during the following three-year period after the end of the fiscal year in
which an expense is waived or reimbursed by the Adviser, to the extent that the payment of such fees and expenses would not cause a Fund to
exceed the limitations disclosed in the corresponding financial highlights. These expense limitations can be terminated at any time.
The Trust has entered into an Administration Agreement with the Adviser pursuant to which the Adviser, as administrator, is responsible for providing
various administrative services to the Trust. The Adviser has in turn entered into a Sub-Administration Agreement with BNY Mellon Investment
Servicing (U.S.) Inc. (BNY Mellon) pursuant to which BNY Mellon provides certain of these administrative services on behalf of the Adviser.
Each Fund pays the Adviser a fee calculated at an annual rate of 0.0055% of the average daily net assets of each respective Fund for such services.
The Adviser pays BNY Mellon an annual sub-administration fee for sub-administration services provided to the Trust equal to $199,778.
Both the Trust and the Adviser have entered into agreements with financial intermediaries to provide recordkeeping, processing, shareholder
communications and other services to customers of the intermediaries investing in the Funds and have agreed to compensate the intermediaries
for providing those services. Certain of those services would be provided by the Funds if the shares of each customer were registered directly with
the Funds transfer agent. Accordingly, the Funds have agreed to reimburse a portion of the intermediary fees paid by the Adviser pursuant to
provisions adopted by the Board. Each Fund pays a portion of the intermediary fees attributable to shares of the Fund not exceeding the estimated
expense the Fund would have paid its transfer agent had each customers shares been registered directly with the transfer agent instead of held
through the intermediary accounts. The Adviser pays the remainder of the fees. The fees incurred by the Funds are reflected as shareholder servicing
fees in the Statements of Operations. For the year ended October 31, 2014, such fees amounted to $2,149,632 for Third Avenue Value Fund,
$545,000 for Third Avenue Small-Cap Value Fund, $2,751,579 for Third Avenue Real Estate Value Fund, $700,001 for Third Avenue International
Value Fund and $1,436,578 for Third Avenue Focused Credit Fund.
The Funds have an expense offset arrangement in connection with their custodian contract. Credits realized as a result of uninvested cash balances
are used to reduce a portion of the Funds custodian expenses. The following amounts are the reduction of expenses due to this arrangement for
the year ended October 31, 2014. These amounts are reflected as Expenses reduced by custodian fee expense offset arrangement in the Statements
of Operations.
69
Third Avenue Trust

October 31, 2014
Fund
____
Custody Credit
___________

$131,137
4,333
193,342
30,906
112,846
4. LINE OF CREDIT
Each Fund and Third Avenue Variable Series Trust are participants in a single committed, unsecured $100,000,000 line of credit with The Bank
of Nova Scotia, to be used only for temporary or emergency purposes. The interest on the loan is calculated at a variable rate based on the LIBOR,
Federal Funds or Prime Rates. A commitment fee of 0.10% per annum of the available line of credit is charged, of which each participating Fund
and Third Avenue Variable Series Trust pays its pro rata share, based on the ratio of its individual net assets to the net assets of all participants at
the time the fee is due and payable. The fee is paid quarterly in arrears and is included in Miscellaneous expenses in the Statement of Operations.
Because all of the Funds in Third Avenue Trust and Third Avenue Variable Series Trust participate, there is no assurance that an individual Fund
will have access to all or any part of the $100,000,000 at any particular time. During the period from April 23, 2014 (commencement of line of
credit agreement) to October 31, 2014, there were no loans outstanding under the line of credit.
5. RELATED PARTY TRANSACTIONS
Investment in affiliates:
A summary of the Funds transactions in securities of affiliated issuers for the year ended October 31, 2014 is set forth below:
Name of Issuer:
_____________
Cavco Industries, Inc.*

Cavco Industries, Inc.
Home Products International, Inc., 2nd Lien,
Convertible, 6.000% Payment-in-kind Interest,
due 3/20/17
Lai Sun Garment International, Ltd.
Manifold Capital LLC
Sycamore Networks, Inc.*
Tejon Ranch Co.
Tejon Ranch Co., Warrants, expire 8/31/16
Tellabs, Inc.*
Total Affiliates
Shares/
Principal Amount
Held at Oct. 31,
2013
______________
Gross
Purchases
and Additions
______________
Gross
Sales and
Reductions
______________
Shares/
Principal Amount
Held at Oct. 31,
2014
______________
1,537,742
271,366
526,368
1,537,742 1
1,537,742 1
242,482
1,566,626
526,368
20,270,597
171,393,000
37
3,480,368
1,221,894
200,255
24,934,737
1,234,479 2
27,422,880 3
47,272,000
3,480,368
24,934,737 4
21,505,076
151,543,880
37
1,221,894
200,255
Exchange of shares.
Payment-in-kind interest.
3 Exercise of rights.
4 Tender offer.
Restricted security subject to restrictions on resale.
* As of October 31, 2014, no longer an affiliate.
2
70
Value at
Oct. 31, 2014
______________
114,160,037
4,507,464
22,667,634
259,000
36,876,761
420,535
_________________
__
$178,891,431
______________________________________
Investment Income
Nov. 1, 2013 Oct. 31, 2014
______________
1,234,479 2
____________
___
$1,234,479
______________________________
Third Avenue Trust

October 31, 2014
Name of Issuer:
_____________
Consolidated-Tomoka Land Co.*

Newhall Holding Co. LLC, Class A Units
Starwood Waypoint Residential Trust**
Thomas Properties Group, Inc.*
Total Affiliates
Shares/Units
Held at Oct. 31,
2013
______________
Gross
Purchases
and Additions
______________
Gross
Sales and
Reductions
______________
Shares/Units
Held at Oct. 31,
2014
______________
500,500
28,847,217
7,354,979
2,515,510
500,500
7,354,979 1
28,847,217
2,515,510
Shares
Held at Oct. 31,
2013
______________
Gross
Purchases
and Additions
______________
Gross
Sales and
Reductions
______________
Shares
Held at Oct. 31,
2014
______________
22,522,784
8,734,788
33,297,746
67,993,649
26,437,649
10,405,851
22,522,784
2,680,481
33,297,746
10,968,953
26,437,649
55,425
6,054,307
57,024,696
10,350,426
Shares/
Principal Amount
Held at Oct. 31,
2013
______________
Gross
Purchases
and Additions
______________
Gross
Sales and
Reductions
______________
Shares/
Principal Amount
Held at Oct. 31,
2014
______________
Value at
Oct. 31, 2014
______________
478,500
39,000,690
1,980,578
330,782
39,000,690
478,500
2,311,360
$ 148,335
5,755,286
22,000,000
382,686
2,000,000
298,951
24,000,000
681,637
2,746,997
_______________
__$8,650,618
____________________________
__________
___
__$__________________
______
Value at
Oct. 31, 2014
______________
100,965,259
65,856,052
_________________
__
__$166,821,311
____________________________________
Investment Income
Nov. 1, 2013 Oct. 31, 2014
______________
322,827
__________
___
__$322,827
________________________
1 Merger.
** As of October 31, 2013, not an affiliate.
Name of Issuer:
_____________
Boardroom, Ltd.*
GP Investments, Ltd., BDR
Netia S.A.*
Rubicon, Ltd.
Straits Trading Co. Ltd.*
Tenon, Ltd.
Total Affiliates
Value at
Oct. 31, 2014
______________
12,241,042
15,224,425
___13,917,610
______________
__$41,383,077
________________________________
Investment Income
Nov. 1, 2013 Oct. 31, 2014
______________
__________
___
__$__________________
______
BDR: Brazilian Depositary Receipt

Name of Issuer:
_____________
Phosphate Holdings, Inc.

Radio One, Inc., 12.500%, due 5/24/16*
Radio One, Inc., Class D
Spanish Broadcasting System, Inc.,
12.500% due 4/15/17*
Spanish Broadcasting System, Inc., Class A
Total Affiliates
Investment Income
Nov. 1, 2013 Oct. 31, 2014
______________
Certain employees of the Adviser serve as members of the board of directors of companies in which the Funds have investments. As a result of
such service, for the year ended October 31, 2014, the Funds received the following board member fees from these companies that board members
employed by the Adviser agreed to have paid directly to the benefit of the Funds. These fees are included in Other Income on the accompanying
Statements of Operations.
Fund
_____
Fees
________

$117,463
38,999
6. DISTRIBUTION EXPENSES
The Board has adopted a distribution plan (the Plan) pursuant to Rule 12b-1 under the Investment Company Act. The Plan provides that, as
compensation for distribution and related services provided to Third Avenue Value Fund Investor Class (TVFVX), Third Avenue Small-Cap
Value Fund Investor Class (TVSVX), Third Avenue Real Estate Value Fund Investor Class (TVRVX), Third Avenue International Value Fund
Investor Class (TVIVX), and Third Avenue Focused Credit Fund Investor Class (TFCVX), each Funds Investor Class accrues a fee calculated
at the annual rate of 0.25% of average daily net assets of the class. Such fees may be paid to institutions that provide distribution services. The
amount of fees paid during any period may be more or less than the cost of distribution and other services provided. Financial Industry Regulatory
Authority (FINRA) rules impose a ceiling on the cumulative distribution fees paid.
71
Third Avenue Trust

October 31, 2014
For the year ended October 31, 2014, distribution expenses were as follows:
Fund
_____
Distribution Fees
_____________

94,267
29,381
713,177
67,051
2,959,116
7. CAPITAL SHARE TRANSACTIONS
Each Fund is authorized to issue an unlimited number of shares of each class of beneficial interest with $0.001 par value.
Transactions in capital stock of each class were as follows:
Third Avenue Value Fund:
For the Year Ended
October 31, 2014
_________________________________
Investor Class
_________________________________
Shares
Amount
_________________________________
Shares sold
Shares issued upon reinvestment
of dividends and distributions
Shares redeemed*
Net increase/(decrease)
128,958
19,744
______(216,421)
___________
________________(67,719)
__________________
7,522,597
236,398
$ 12,612,994
1,110,369
____(12,890,194)
________________
$____________(4,257,228)
____________________________
13,142
______(144,111)
___________
______________105,429
____________________
647,390
______(7,622,451)
______________
__$____________5,637,933
__________________________
For the Year Ended

October 31, 2014
_________________________________
Institutional Class
_________________________________
Shares
Amount
_________________________________
Shares sold
Shares redeemed*
Net decrease
For the Year Ended

October 31, 2013
_________________________________
Investor Class
_________________________________
Shares
Amount
_________________________________
For the Year Ended

October 31, 2013
_________________________________
Institutional Class
_________________________________
Shares
Amount
_________________________________
1,394,237
$ 81,320,497
1,820,186
$ 96,038,392
1,404,457
_(11,933,084)
________________
______(9,134,390)
____________________________
79,028,753
__(703,200,517)
__________________
$(542,851,267)
________________________________________
1,259,150
_(11,850,032)
________________
______(8,770,696)
____________________________
62,037,809
__(623,456,688)
__________________
$(465,380,487)
________________________________________
Third Avenue Small-Cap Value Fund:

For the Year Ended
October 31, 2014
_________________________________
Investor Class
_________________________________
Shares
Amount
_________________________________
Shares sold
Shares redeemed*
97,022
27,798
______(200,461)
___________
________________(75,641)
__________________
2,676,320
130,796
749,981
______(5,455,727)
______________
$____________(2,029,426)
____________________________
10,644
________(85,830)
_________
__________________55,610
________________
For the Year Ended

October 31, 2014
_________________________________
Institutional Class
_________________________________
Shares
Amount
_________________________________
Shares sold
Shares redeemed*
Net decrease
For the Year Ended

October 31, 2013
_________________________________
Investor Class
_________________________________
Shares
Amount
_________________________________
3,254,427
237,778
______(2,122,174)
______________
__$____________1,370,031
__________________________
For the Year Ended

October 31, 2013
_________________________________
Institutional Class
_________________________________
Shares
Amount
_________________________________
665,083
$ 18,260,584
1,478,630
$ 36,235,040
1,498,269
___(7,835,804)
______________
______(5,672,452)
____________________________
40,453,273
__(215,396,119)
__________________
$(156,682,262)
________________________________________
860,196
___(7,558,576)
______________
______(5,219,750)
____________________________
19,216,789
__(183,562,807)
__________________
$(128,110,978)
________________________________________
72
Third Avenue Trust

October 31, 2014
Third Avenue Real Estate Value Fund:

For the Year Ended
October 31, 2014
_________________________________
Investor Class
_________________________________
Shares
Amount
_________________________________
Shares sold
Shares redeemed*
Net increase
9,071,471
$ 271,817,715
3,223,891
$ 88,684,390
140,095
___(2,597,093)
______________
________6,614,473
__________________________
3,963,299
____(79,984,262)
________________
__$____195,796,752
__________________________________
206,129
______(779,847)
___________
________2,650,173
__________________________
5,171,770
____(20,986,092)
________________
$__________72,870,068
______________________________
For the Year Ended

October 31, 2014
_________________________________
Institutional Class
_________________________________
Shares
Amount
_________________________________
Shares sold
Shares redeemed*
Net increase
For the Year Ended

October 31, 2013
_________________________________
Investor Class
_________________________________
Shares
Amount
_________________________________
For the Year Ended

October 31, 2013
_________________________________
Institutional Class
_________________________________
Shares
Amount
_________________________________
30,409,505
$ 934,896,558
15,341,907
$ 414,105,748
1,608,740
_(10,577,919)
________________
______21,440,326
____________________________
45,704,316
__(322,617,599)
__________________
__$____657,983,275
__________________________________
5,269,569
_(15,986,629)
________________
________4,624,847
__________________________
132,635,045
__(429,839,095)
__________________
__$____116,901,698
__________________________________
Third Avenue International Value Fund:

For the Year Ended
October 31, 2014
_________________________________
Investor Class
_________________________________
Shares
Amount
_________________________________
Shares sold
Shares redeemed*
308,783
19,726
___(1,384,742)
______________
______(1,056,233)
____________________________
6,102,443
762,336
$ 13,688,140
389,379
____(27,293,669)
________________
__$______(20,801,847)
________________________________
7,774
______(164,894)
___________
______________605,216
____________________
131,765
______(2,955,523)
______________
$__________10,864,382
______________________________
For the Year Ended

October 31, 2014
_________________________________
Institutional Class
_________________________________
Shares
Amount
_________________________________
Shares sold
Shares redeemed*
Net decrease
For the Year Ended

October 31, 2013
_________________________________
Investor Class
_________________________________
Shares
Amount
_________________________________
For the Year Ended

October 31, 2013
_________________________________
Institutional Class
_________________________________
Shares
Amount
_________________________________
2,308,070
$ 45,751,820
6,247,580
$ 112,069,681
730,534
_(44,920,114)
________________
__(41,881,510)
________________________________
14,428,040
__(872,331,104)
__________________
$(812,151,244)
________________________________________
571,476
_(18,461,777)
________________
__(11,642,721)
________________________________
9,686,532
__(334,119,054)
__________________
$(212,362,841)
________________________________________
73
Third Avenue Trust

October 31, 2014
Third Avenue Focused Credit Fund:

For the Year Ended
October 31, 2014
_________________________________
Investor Class
_________________________________
Shares
Amount
_________________________________
Shares sold
Shares redeemed*
Net increase
84,897,396
$ 986,124,742
45,395,691
$ 496,920,185
6,954,244
_(72,968,925)
________________
______18,882,715
____________________________
80,285,714
____(860,699,914)
__________________
__$________205,710,542
__________________________________
3,040,119
_(13,244,809)
________________
______35,191,001
____________________________
32,842,155
__(143,844,871)
__________________
__$____385,917,469
__________________________________
For the Year Ended

October 31, 2014
_________________________________
Institutional Class
_________________________________
Shares
Amount
_________________________________
Shares sold
Shares redeemed*
Net increase
For the Year Ended

October 31, 2013
_________________________________
Investor Class
_________________________________
Shares
Amount
_________________________________
For the Year Ended

October 31, 2013
_________________________________
Institutional Class
_________________________________
Shares
Amount
_________________________________
140,734,447
$1,653,016,104
50,142,269
$ 549,466,059
7,400,932
_(46,620,041)
________________
__101,515,338
________________________________
84,797,094
____(539,102,312)
__________________
__$1,198,710,886
__________________________________________
4,117,795
_(25,906,733)
________________
______28,353,331
____________________________
44,367,404
__(280,375,773)
__________________
__$____313,457,690
__________________________________
* Redemption fees are netted with redemption amounts.
Third Avenue Value Fund, Third Avenue Small-Cap Value Fund, Third Avenue Real Estate Value Fund, Third Avenue International Value Fund,
and Third Avenue Focused Credit Fund charge a redemption fee of 1%, 1%, 1%, 2%, and 2%, respectively, for shares redeemed or exchanged for
shares of another Fund within 60 days or less of the purchase date.
8. COMMITMENTS AND CONTINGENCIES
At October 31, 2014, Third Avenue Focused Credit Fund had the following commitments and contingencies:
Type
______
Amount of
Commitment
_____________
Funded
Commitment
____________
Value of
Segregated Securities
__________________
Debtor-In-Possession Loan
$13,818,803
$6,725,151
$7,093,652
Issuer
_____
Longview Power LLC
In the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and which provide general
indemnifications. The Funds maximum exposure under these arrangements is unknown, as this would involve future claims that may be made
against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.
Third Avenue Focused Credit Fund is a plaintiff in two separate litigations each pertaining to counterparties not performing their contractual
obligations. The Fund is seeking damages from both counterparties.
Third Avenue Focused Credit Fund is a defendant in an action initiated by the issuer of bonds currently held by the Fund pertaining to the validity
of a notice of default sent to the issuer. The Fund expects the risk of any loss from this action to be remote.
9. RISKS RELATING TO CERTAIN INVESTMENTS
Foreign securities:
Investments in the securities of foreign issuers may involve investment risks different from those of U.S. issuers including possible political or
economic instability of the country of the issuer, the difficulty of predicting international trade patterns, the possibility of currency exchange
controls, the possible imposition of foreign taxes on income from and transactions in such instruments, the possible establishment of foreign
controls, the possible seizure or nationalization of foreign deposits or assets, or the adoption of other foreign government restrictions that might
adversely affect the foreign securities held by the Funds. Foreign securities may also be subject to greater fluctuations in price than securities of
domestic corporations or the U.S. Government.
High yield debt:
The Funds may invest in high yield, lower grade debt (sometimes referred to as junk bonds). The market values of these higher yielding debt
securities tend to be more sensitive to economic conditions and individual corporate developments than those of higher rated securities. In addition,
the secondary market for these bonds is generally less liquid.
74
Third Avenue Trust

October 31, 2014
Claims:
An investment in claims is speculative and carries a high degree of risk. Claims are illiquid instruments which generally do not pay interest. Claims
may also be allowed or disallowed in whole or part. If allowed, they may be settled by a pro-rata distribution of the assets of the estate. The markets
in claims are not regulated by federal securities laws or the SEC. Because claims are unsecured, holders of claims may have a lower priority in
terms of payment than certain other creditors in a bankruptcy proceeding.
Credit and interest rate risk:
The market value of debt securities is affected by changes in prevailing interest rates and the perceived credit quality of the issuer. When prevailing
interest rates fall or perceived credit quality improves, the market value of the affected debt securities generally rises. Conversely, when interest
rates rise or perceived credit quality weakens, the market value of the affected debt securities generally declines.
Market risk:
Prices of securities (and stocks in particular) have historically fluctuated. The value of the Funds will similarly fluctuate and you could lose money.
Counterparty risk:
The Funds are exposed to counterparty risk, or the risk that an institution or other entity with which the Funds have unsettled or open transactions
will default. The potential loss to the Funds could exceed the value of the financial assets recorded in the Funds financial statements. Financial
assets, which potentially expose the Funds to counterparty risk, consist principally of cash due from counterparties and investments. The Adviser
seeks to minimize the Funds counterparty risk by performing reviews of each counterparty and by minimizing concentration of counterparty risk
by undertaking transactions with multiple customers and counterparties on recognized and reputable exchanges. Delivery of securities sold is only
made once the Funds have received payment. Payment is made on a purchase once the securities have been delivered by the counterparty. The
trade will fail if either party fails to meet its obligation.
At October 31, 2014, the Funds had counterparty concentration of credit risk primarily with Goldman Sachs International, JPMorgan Chase
Bank, N.A., Macquarie Bank Ltd. and Morgan Stanley Capital Services LLC.
The Funds are party to International Swaps and Derivatives Association, Inc. Master Agreements (ISDA Master Agreements) with select
counterparties that govern transactions, over-the-counter derivatives and foreign exchange contracts entered into by the Funds and those
counterparties. The ISDA Master Agreements contain provisions for general obligations, representations, agreements, collateral and events of
default or termination. Events of termination include conditions that may entitle counterparties to elect to terminate early and cause settlement
of all outstanding transactions under the applicable ISDA Master Agreement. Any election to terminate early could be material to the financial
statements of the Funds.
The considerations and factors surrounding the settlement of certain purchases and sales made on a delayed-delivery basis are governed by Master
Securities Forward Transaction Agreements (Master Forward Agreements) between the Funds and select counterparties. The Master Forward
Agreements maintain provisions for, among other things, initiation and confirmation, payment and transfer, events of default, termination, and
maintenance of collateral.
The counterparty risk associated with certain contracts may be reduced by master netting arrangements to the extent that if an event of default
occurs, all amounts with the counterparty are terminated and settled on a net basis. The Funds overall exposure to counterparty risk with respect
to transactions subject to master netting arrangements can change substantially within a short period, as it is affected by each transaction subject
to the arrangement.
Collateral requirements:
For derivatives traded under an ISDA Master Agreement and/or Master Forward Agreement, the collateral requirements are typically calculated
by netting the mark-to-market amount for each transaction under such agreement and comparing that amount to the value of any collateral
currently pledged by the Fund and the counterparty.
Cash collateral that has been pledged to cover obligations of a Fund and cash collateral received from the counterparty, if any, is reported separately
on the Statement of Assets and Liabilities as cash pledged as collateral and cash received as collateral, respectively. Non-cash collateral pledged by
the Fund, if any, is noted in the Schedule of Investments. Generally, the amount of collateral due from or to a party has to exceed a minimum
transfer amount threshold (e.g. $500,000) before a transfer is required, which is determined at the close of business of a Fund and any additional
required collateral is delivered to/pledged by a Fund on the next business day. Typically, a Fund and its counterparties are not permitted to sell,
re-pledge or use the collateral they receive. To the extent amounts due to a Fund from its counterparties are not fully collateralized, contractually
or otherwise, a Fund bears the risk of loss from counterparty non-performance. The Funds attempt to mitigate counterparty risk by entering into
agreements only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability
of those counterparties.
75
Third Avenue Trust

October 31, 2014
For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements in the
Statement of Assets and Liabilities.
At October 31, 2014, the Fund's derivative assets and liabilities (by type) on a gross basis are as follows:
Derivative Financial Instruments:
Options
Total derivative assets and liabilities in the Statement of Assets and Liabilities
Derivatives not subject to a master netting agreement or similar agreement ("MNA")
Total derivative assets and liabilities subject to a MNA
Assets
__________
Liabilities
__________
________
________
________
$________
________
$206,000
_______
206,000
_______
_______
$206,000
_______
_______
The following tables present the Fund's derivative liabilities by counterparty net of amounts available for offset under a MNA and net of the related collateral
pledged by the Fund as of October 31, 2014:
Counterparty
__________
Morgan Stanley Capital Services LLC

1
2
Amount of Liabilities
Subject to a MNA by
Counterparty
_______________
$206,000
Derivatives
Available
for Offset1
__________
Non-cash
Collateral
Pledged2
__________
Cash
Collateral
Pledged2
__________
Net Amount
of Derivative
Liabilities
__________
$(206,000)
Assets
__________
Liabilities
__________
$2,235,139
2,203,818
________
4,438,957
________
________
$4,438,957
________
________
$580,966
_______
580,966
_______
(165,400)
_______
$415,566
_______
_______
The amount of derviatives for offset is limited to the amount of assets and/or liabilites that are subject to a MNA.
Excess of collateral pledged to the individual counterparty may not be shown for financial reporting purposes.

Options
Forward Foreign Currency Contracts
The following tables present the Fund's derivative assets by counterparty net of amounts available for offset under a MNA and net of the related collateral
received by the Fund as of October 31, 2014:
Counterparty
__________
Goldman Sachs International

Macquarie Bank Ltd.
Morgan Stanley Capital Services LLC
1
2
3
Amount of Assets
Subject to a MNA by
Counterparty
_______________
Derivatives
Available
for Offset1
__________
Non-cash
Collateral
Received2
__________
Cash
Collateral
Received2
__________
$1,218,304
2,114,137
1,106,516
________
$4,438,957
________
________
$(415,566)
________
$(415,566)
___
_____
___
_____
________
$
________
________
________
$
________
________
Net Amount
of Derivative
Assets3
__________
$ 802,738
2,114,137
1,106,516
________
$4,023,391
________
________
The amount of derviatives for offset is limited to the amount of assets and/or liabilities that are subject to a MNA.
Excess of collateral received from the individual counterparty may not be shown for financial reporting purposes.
Net amount represents the net amount receivable from the counterparty in the event of default.
The following tables present the Fund's derivative liabilities by counterparty net of amounts available for offset under a MNA and net of the related collateral
pledged by the Fund as of October 31, 2014:
Counterparty
__________

Macquarie Bank Ltd.
1
2
Amount of Liabilities
Subject to a MNA by
Counterparty
_______________
Derivatives
Available
for Offset1
__________
Non-cash
Collateral
Pledged2
__________
Cash
Collateral
Pledged2
__________
Net Amount
of Derivative
Liabilities
__________
$415,566
________
$415,566
________
________
$(415,566)
________
$(415,566)
___
_____
___
_____
________
$
________
________
________
$
________
________
________
$
________
________
Excess of collateral pledged to the individual counterparty may not be shown for financial reporting purposes.
76
Third Avenue Trust

October 31, 2014

Forward Foreign Currency Contracts
Assets
__________
Liabilities
__________
$2,134,768
________
2,134,768
________
________
$2,134,768
________
________
$_______
_______
_______
$_______
_______
The following tables present the Fund's derivative assets by counterparty net of amounts available for offset under a MNA and net of the related collateral
received by the Fund as of October 31, 2014:
Counterparty
__________

JPMorgan Chase Bank N.A.
Macquarie Bank Ltd.
1
2
3
Amount of Assets
Subject to a MNA by
Counterparty
_______________
$1,072,709
836,114
225,945
________
$2,134,768
________
________
Derivatives
Available
for Offset1
__________
Non-cash
Collateral
Received2
__________
Cash
Collateral
Received2
__________
Net Amount
of Derivative
Assets3
__________
$1,072,709
836,114
225,945
________
$2,134,768
________
________
________
$___
________
_____
________
$________
________
________
$________
________
Excess of collateral received from the individual counterparty may not be shown for financial reporting purposes.
Net amount represents the net amount receivable from the counterparty in the event of default.
Loans and other direct debt instruments:

The Funds may invest in loans and other direct debt instruments issued by corporate borrowers. These loans represent amounts owed to lenders
or lending syndicates (loans and loan participations) or to other parties. Direct debt instruments may involve a risk of loss in case of default or
insolvency of the borrower and may offer less legal protection to the Fund in the event of fraud or misrepresentation. In addition, loan participations
involve a risk of insolvency of the lending bank or other financial intermediary. The markets in loans are not regulated by federal securities laws
or the SEC.
Cash concentration:
The Funds cash balances are held at a major regional U.S. bank. The Funds cash balances, which typically exceed Federal Deposit Insurance
Corporation insurance coverage, subject the Funds to a concentration of credit risk. The Funds regularly monitor the credit ratings of this financial
institution in order to mitigate the credit risk that exists with the balances in excess of insured amounts.
Off-balance sheet risk:
The Fund enters into derivatives which may represent off-balance sheet risk. Off-balance sheet risk exists when the maximum potential loss on a
particular investment is greater than the value of such investment as reflected in the Statement of Assets and Liabilities.
Fund concentration:
The Funds hold relatively concentrated portfolios that may contain fewer securities or industries than the portfolios of other mutual funds. Holding
a relatively concentrated portfolio may increase the risk that the value of a Fund could decrease because of the poor performance of one or a few
investments. Additionally, the Funds may encounter some difficulty in liquidating securities of concentrated positions.
Liquidity risk:
The Funds hold investments in private debt instruments, restricted securities, and securities having substantial market and/or credit risk which
may be difficult to sell at certain periods of time and thus may not be able to dispose of at the value the Fund places on them. At October 31,
2014, the percentages of such securities in each Fund as determined by the Adviser are: Third Avenue Value Fund, 0.22%; Third Avenue SmallCap Value Fund, 2.56%; Third Avenue Real Estate Value Fund, 3.89%; Third Avenue International Value Fund, 8.28%; Third Avenue Focused
Credit Fund, 14.25%.
10. FEDERAL INCOME TAXES
The amount of dividends and distributions paid by the Funds from net investment income and net realized capital gains are determined in
accordance with U.S. federal income tax law and regulations which may differ from U.S. GAAP. Such dividends and distributions are recorded by
the Funds on the ex-dividend date. In order to present accumulated undistributed net investment income (loss), accumulated net realized gain
(loss) on investments and foreign currency transactions and capital stock on the Statement of Assets and Liabilities that more closely represent
their tax character, certain adjustments have been made. Book/tax differences are either temporary or permanent in nature. To the extent these
differences are permanent in nature, such amounts are reclassified within the capital accounts based on their tax-basis treatment. Temporary
differences do not require reclassification. Permanent differences are primarily due to reclassification of certain transactions involving foreign
77
Third Avenue Trust

October 31, 2014
securities and currencies, investments in passive foreign investment companies, real estate investment trusts (REITs) and partnerships, the
difference in the treatment of amortization of discount on certain debt instruments, certain derivative instruments and other book to tax
adjustments. Net investment income (loss), net realized capital gain (loss) on investments and foreign currency transactions and net assets were
not affected by these changes. For the year ended October 31, 2014, the adjustments were as follows:
Increase/(Decrease)
to Capital Stock
________________

4,137
(18)
1,563
Increase/(Decrease)
to Accumulated Net
Investment Income (Loss)
___________________
Increase/(Decrease)
to Undistributed
Net Realized Gain (Loss)
on Investments and
Foreign Currency
Transactions
__________________
$ 28,365,671
2,670,167
12,578,766
2,279,555
(15,952,091)
$(28,369,808)
(2,670,167)
(12,578,748)
(2,279,555)
15,950,528
The tax character of dividends and distributions paid during the year ended October 31, 2014 was as follows:
Ordinary
Income
________

Third Avenue Small-Cap Value Fund (a)
Third Avenue Real Estate Value Fund (a)
$85,235,294
9,492,508
42,288,878
16,093,749
195,742,489
Net
Capital Gains
____________
32,952,885
9,894,934
Total_
____
$ 85,235,294
42,445,393
52,183,812
16,093,749
195,742,489
The tax character of dividends and distributions paid during the fiscal year ended October 31, 2013 was as follows:
Ordinary
Income
________

$67,702,727
8,725,103
67,790,507
10,600,402
92,923,447
Net
Capital Gains
_____________
Total_
____
11,473,378
78,114,778
$ 67,702,727
20,198,481
145,905,285
10,600,402
92,923,447
Undistributed
Ordinary Income
_____________
Net
Capital Gains
_____________
$ 77,254,402
11,288,803
49,021,269
21,457,154
44,914,557
$ 37,729,056
89,194,521
62,884,383
At October 31, 2014, the accumulated undistributed earnings on a tax basis were:

Third Avenue Focused Credit Fund (a)
This differs from the amount shown on the Statement of Assets and Liabilities primarily due to cumulative timing differences.
(a) Includes short-term capital gains, which are taxed as ordinary income.
For the year ended October 31, 2014, certain Funds generated net capital gains which were offset by prior year capital loss carryforwards as follows:
$ 85,425,077
83,809,583
38,021,473
The Regulated Investment Company Modernization Act of 2010 generally allows capital losses incurred in a taxable year beginning after December 22,
2010 (post-enactment year) to be carried forward for an unlimited period to the extent not utilized. However, any capital loss carryforward generated
in a post-enactment year must be carried forward to offset subsequent year net capital gains before any capital loss carryforward from a pre-enactment
year can be used. This may increase the risk that a capital loss generated in a pre-enactment year will expire unutilized. Additionally, post-enactment
capital loss carryforwards will retain their character as either short-term or long-term capital losses.
78
Third Avenue Trust

October 31, 2014
As of October 31, 2014, Third Avenue International Value Fund has a capital loss carryforward which should be available to offset certain capital
gains generated in future years as follows:
Capital Losses incurred
in a pre-enactment year
____________________
Short-Term
____________
Long-Term
__________
__$11,954,748
______________
$____________
__
$11,954,748
________________________________
____$11,954,748
____________________________
____________________________
$_
_______________________
____
Expiration Date
___________
10/31/2018
Capital Losses incurred
in a post-enactment year
____________________
No Expiration Date
___________
Total
No distributions of capital gains are expected to be paid to shareholders of the Third Avenue International Value Fund until either net capital
gains in excess of such carryforward is recognized or such carryforward expires. It is uncertain whether the Fund will be able to realize the full
benefit of pre-enactment year capital loss carryforward prior to its expiration date.
The U.S. federal income tax basis of the Funds investments and the total unrealized appreciation/(depreciation) as of October 31, 2014 were as
follows:
Tax Basis
_of___Investments
_______________
__Appreciation
________________
_(Depreciation)
_________________
$1,686,766,939
398,710,615
2,172,924,115
342,043,874
2,959,589,433
$ 527,993,036
127,741,369
707,626,906
55,360,261
260,321,958
$(134,977,701)
(9,157,168)
(51,238,010)
(69,878,771)
(469,807,294)
Total Unrealized
Other
Appreciation/
Cost Basis
__(Depreciation)
___________________ __Adjustments
________________
$ 393,015,335
$ 51,254
118,584,201
(13,755)
656,388,896
1,953,407
(14,518,510)
(551,154)
(209,485,336)
(746,390)
Total Net
Unrealized
Appreciation/
_(Depreciation)
_________________
$ 393,066,589
118,570,446
658,342,303
(15,069,664)
(210,231,726)
The difference between book and tax basis total unrealized appreciation/(depreciation) on investments and foreign currency transactions is primarily
attributable to deferred losses on wash sales, mark-to-market treatment of investments in certain passive foreign investment companies, investments
in REITs and partnerships, differences in the treatment of amortization of discount on certain debt instruments and other timing differences.
Other cost basis adjustments are primarily attributable to unrealized appreciation/(depreciation) on certain derivatives, net unrealized appreciation/
(depreciation) on receivables and payables on foreign currency and other book to tax differences.
11. SUBSEQUENT EVENTS
The Adviser has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued, and has
determined that there were no events, except those listed below, that would require additional disclosure in the Funds financial statements.
On December 9, 2014, the Funds made the following per share distribution to shareholders of record on December 8, 2014. This information
should not be used in completing your income tax returns as it may not represent final tax information.
Ordinary
Income
________
Third Avenue Value Fund Institutional Class

Third Avenue Small-Cap Value Fund Institutional Class
Third Avenue Real Estate Value Fund Institutional Class
Third Avenue International Value Fund Institutional Class
Third Avenue Focused Credit Fund Institutional Class
Third Avenue Focused Credit Fund Investor Class
$2.2541
2.0899
0.5079
0.4397
1.2014
1.1112
0.2775
0.2716
79
Short-Term
Capital Gains
____________
0.6554
0.6554
0.0575
0.0575
Long-Term
Capital Gains
____________
$1.0638
1.0638
4.9544
4.9544
0.6263
0.6263
Third Avenue Trust

Report of Independent Registered Public Accounting Firm
To the Trustees and Shareholders of
Third Avenue Trust
In our opinion, the accompanying statements of assets and liabilities, including the portfolios of investments, and the related statements of operations, of cash flows, and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Third
Avenue Value Fund, Third Avenue Small-Cap Value Fund, Third Avenue Real Estate Value Fund, Third Avenue International Value Fund and
Third Avenue Focused Credit Fund (collectively constituting Third Avenue Trust, hereafter referred to as the Trust) at October 31, 2014, the
results of each of their operations and cash flows (Third Avenue Focused Credit Fund only) for the year then ended, the changes in each of their
net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with
accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred
to as financial statements) are the responsibility of the Trusts management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian, agent banks and brokers, and the application of alternative auditing procedures where securities purchased had
not been received, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
December 30, 2014
80
Third Avenue Trust

Annual Renewal of Investment Advisory Agreements
At a meeting of the Board of Trustees of the Trust (the Board) held on June 4-5, 2014, the Trustees, by a unanimous vote (including a separate
vote of those Trustees who are not interested persons (as the term is defined in the Investment Company Act) (the Independent Trustees)),
approved the renewal of each Funds Investment Advisory Agreement (collectively, the Agreements). Prior to voting on the Agreements, the
Independent Trustees met separately with their independent legal counsel for a discussion of the Advisers presentation and materials referred to
below.
In advance of the meeting, the Independent Trustees, through their independent legal counsel, requested extensive materials, and the Adviser
provided them, to assist the Board in considering the renewal of the Agreements. The Independent Trustees also constituted an ad hoc committee
to work with representatives of the Adviser to evaluate the adequacy and extent of the information to be provided for their consideration. This
committee communicated frequently with the Advisers representatives and independent legal counsel. At its June 4, 2014 meeting, the Board
engaged in a detailed discussion of the materials with the Adviser. In considering the Agreements, the Trustees did not identify any single overriding factor and instead considered all factors collectively. As a part of their decision-making process, the Trustees considered information derived
from their multi-year service on the Trusts Board and their familiarity with the Adviser and its investment process. Among other things, they
noted that the Adviser has managed each Fund since its inception, and expressed their belief that a long-term relationship with a capable, conscientious adviser is in the best interest of the Funds. The following is a summary of the discussions and conclusions regarding the material factors
that formed the basis for the Boards approval.
Factors Considered
A. Financial Condition of the Adviser; Advisory Fees; Profitability
The Trustees received a presentation from representatives of the Adviser, including a report prepared by Lipper Inc., and reviewed, among other
things:
1. the financial condition of the Adviser to determine that the Adviser is solvent and sufficiently well capitalized to perform its ongoing responsibilities to the Funds;
2. the information sources and methodology used in the selection of funds included in the comparison universe and the competitive fund group
used in comparative analyses of each Funds advisory fees and expense ratios and in analyzing the Funds performance;
3. each Funds advisory fee and total expenses versus those of the comparison universe and competitive fund group, focusing on the total
expense ratio of each Fund and the funds in its respective comparison universe and competitive fund group;
4. performance analyses of each Fund and funds in its comparative universe and competitive fund group;
5. a comparison of fees paid to the Adviser versus fees paid by similar funds advised and sub-advised by the Adviser, as well as any similar separate advisory accounts;
6. information presented in respect of economies of scale, noting that each Funds assets had declined significantly over the last five years
(except for the Focused Credit Fund, which has had sharply increasing assets since inception in 2009 and a lower expense ratio in 2013 than
2010 and the Real Estate Value Fund, which has had a steady increase in assets since 2009 and a lower expense ratio in 2013 than 2009);
that the Adviser has agreed to waive its fees and/or reimburse expenses to maintain an expense limitation for each Fund; and the extensive
resources that the Adviser continues to dedicate to its business even while Fund assets generally have declined in recent years;
7. the profitability to the Adviser resulting from each Agreement (including the fall-out benefits noted below), reviewing the dollar amount of
expenses allocated and revenue received by the Adviser and the method used to determine such expenses and corresponding profit; and
8. fallout benefits, including (i) fees for providing administrative services and (ii) research services received by the Adviser in connection with
executing Fund portfolio transactions.
B. Description of Personnel and Services Provided by the Adviser
The Trustees reviewed with representatives of the Adviser, and considered:
1. the nature, extent and quality of services rendered to the Funds, including the Advisers investment, senior management and operational
personnel (and additions to them), and the oversight of day-to-day operations of the Funds provided by the Adviser;
2. the Advisers research and portfolio management capabilities, particularly the intensive research undertaken in connection with the Advisers
deep value philosophy; and
3. the value added over time through the Advisers active management style that includes participation in corporate restructurings and other
activist investments.
81
Third Avenue Trust

Annual Renewal of Investment Advisory Agreements (continued)
C. Investment Performance of the Funds and Adviser

1. The Trustees reviewed total return information for each Fund versus the comparison universe and competitive funds group for various periods.
The Trustees also reviewed information pertaining to the Funds risk-adjusted performance and risk measures.
Conclusions
The Trustees concluded that the nature, extent and quality of the services provided by the Adviser are adequate and appropriate. The Trustees considered and evaluated each Funds performance over various time periods in light of market conditions, the Advisers investing style and circumstances particular to that Fund. The Trustees understood the relevant circumstances and the efforts the Adviser was making to improve performance
over time. They also considered the advisory fee and expense ratio of each Fund and evaluated the comparisons to those of funds in the comparable
universe and competitive fund group and the performance analysis, as discussed in the Advisers presentation.
The Trustees discussed the Advisers profitability, and it was noted that the profitability percentage for each Fund was well below the maximum
profitability levels found in relevant court cases upholding board approval of particular advisory agreements. The Trustees concluded that in light
of considerations noted above, each Funds fee paid to the Adviser was reasonable, although for certain Funds the Trustees agreed to continue to
closely monitor the Funds performance, fees and expenses. The Trustees also considered the advisory fees charged for similar funds advised and
sub-advised by the Adviser, as well as any separate advisory accounts, and reviewed the nature of the services provided and differences, from the
Advisers perspective, in managing the Funds as compared to advisory services provided to other advised and sub-advised funds and any separate
accounts. The Trustees recognized that differences in fees paid were consistent with the differences in services provided by the Adviser.
The Trustees considered whether material economies of scale are present and, if present, are shared with the Funds and considered each Funds fee
structure and the extensive resources that the Adviser dedicates to its investment advisory process to the benefit of the Funds. The Trustees concluded that, because of declining overall assets in the Funds, other than the Focused Credit and Real Estate Value Funds, material economies of
scale were not present to be shared with the Funds. For the Focused Credit and Real Estate Value Funds, the Trustees concluded that each was
capacity constrained and, given the considerable resources devoted to their management, their management fees reflected an appropriate sharing
of economies of scale.
82
Third Avenue Trust

Management of the Trust
(Unaudited)
Information pertaining to the Trustees and officers of the Trust is set forth below. The fund complex includes five portfolios in the Third Avenue
Trust and one portfolio in the Third Avenue Variable Series Trust. The Statement of Additional Information (SAI) includes additional information
about the Trustees and is available upon request, without charge, by calling (800) 443-1021.
Trustees
Interested
________________
Name, Date of Birth & Address

______________________________
Martin J. Whitman**
DOB: September 1924
622 Third Avenue
New York, NY
10017
David M. Barse**
DOB: June 1962
622 Third Avenue
New York, NY
10017
Term of Office
and Length of
Time
Served*
____________________
Trustee since 11/90
Position(s)
Held With
Registrant
___________________
Chairman and
Trustee
Trustee since 9/01
President, CEO and

Trustee
83
Principal Occupation(s)
During Past 5 Years
_________________________________________
Chairman (3/90 to Present) (5 funds) of Third
Avenue Trust; Chairman (7/99 to Present) of
Third Avenue Variable Series Trust; Co-Chief
Investment Officer (2003 to 2010) of Third
Avenue Management LLC; CEO, President
and Director (10/74 to Present) of Martin J.
Whitman & Co., Inc. (formerly M.J.
Whitman & Co. Inc.) (private investment
company); Distinguished Management Fellow
(1972 to 2007) of the Yale School of
Management at Yale University; Chartered
Financial Analyst.
Other Directorships
held
by Trustee
______________________________
Director (1991 to 2011) of Nabors
Industries, Inc. (international oil
drilling services).
President (5/98 to Present), Trustee (9/01 to

Present), CEO (9/03 to Present) (5 funds) of
Third Avenue Trust; President (7/99 to
Present), Trustee (9/01 to Present) and CEO
(9/03 to Present) of Third Avenue Variable
Series Trust; CEO (4/03 to Present), President
(2/98 to 9/12) of Third Avenue Management
LLC; CEO (7/99 to Present), President (6/95
to Present), Director (1/95 to Present) of M.J.
Whitman, Inc. and its successor, M.J.
Whitman LLC (registered broker-dealer);
Director (5/13 to Present) of Third Avenue
Capital Plc.; President of two other funds
advised by Third Avenue Management LLC
(6/99 to Present).
Director (7/96 to Present) of

Covanta Holding Corp. (utilities/
waste management); Trustee (3/01
to Present) of Manifold Capital
Holdings, Inc. (credit enhancement) Board Member (7/12 to
Present) of the Big Apple chapter
of the World Presidents
Organization; Director (1/08 to
Present) of Third Avenue
Management Private Foundation.
Third Avenue Trust

Management of the Trust (continued)
(Unaudited)
Independent
Trustees
___________________
Correspondence intended for any Independent Trustee may be sent to: Third Avenue Management LLC, 622 Third Avenue, 32nd Floor, New York, NY 10017.
Term of Office
and Length of
Time
Served*
____________________
Position(s)
Held With
Registrant
___________________
Jack W. Aber
DOB: September 1937
Trustee since 8/02
William E. Chapman, II
DOB: September 1941
During Past 5 Years
_________________________________________
Other Directorships
held
by Trustee
______________________________
Trustee
Professor Emeritus of Finance, Boston

University School of Management (2012
to Present); Professor of Finance of Boston
University School of Management (1972
to 2012).
Trustee, The AMG Funds (1999 to

2013) (43 portfolios); and Trustee
of Appleton Growth Fund (2001
to Present); Trustee of Aston Funds
(2010 to Present) (25 portfolios);
Trustee of Third Avenue Variable
Series Trust (8/02 to Present).
Trustee since 8/02
Trustee
President and Owner (1998 to Present) of

Longboat Retirement Planning Solutions
(consulting firm); part-time employee
delivering retirement and investment education seminars (1/00 to 11/09) for Hewitt
Associates, LLC (consulting firm).
Trustee, The AMG Funds (1999 to

Present) (43 portfolios); Director of
Harding, Loevner Funds, Inc. (2008
to Present) (6 portfolios); Trustee of
Aston Funds (2010 to Present) (25
portfolios); Trustee (5/02 to 6/13) of
Bowdoin College; Director, The
Mutual Fund Directors Forum
(2010 to Present); Director,
Sarasota Memorial Healthcare
Foundation (2011 to Present).Trustee
of Third Avenue Variable Series Trust
(8/02 to Present).
Lucinda Franks
DOB: July 1946
Trustee since 2/98
Trustee
Journalist and author (1969 to Present).

Edward J. Kaier
DOB: September 1945
Trustee since 8/02
Trustee
Partner (7/07 to Present) at Teeters Harvey

Gilboy & Kaier LLP (law firm).
Trustee, The AMG Funds (1999

to Present) (43 portfolios); and
Trustee of Aston Funds (2010 to
Present) (25 portfolios); Trustee of
Third Avenue Variable Series
Trust (8/02 to Present).
Name
& Date of Birth
______________________________
84
Third Avenue Trust

(Unaudited)
Independent
Trustees
___________________
Term of Office
and Length of
Time
Served*
____________________
Position(s)
Held With
Registrant
___________________
Trustee since 8/02
Martin Shubik
DOB: March 1926
Charles C. Walden
DOB: July 1944
Name
& Date of Birth
______________________________
Eric Rakowski
DOB: June 1958
During Past 5 Years
_________________________________________
Other Directorships
held
by Trustee
______________________________
Trustee
Professor (1990 to Present) at University of

California at Berkeley School of Law.
Trustee, The AMG Funds (1999

to Present) (43 portfolios);
Director of Harding, Loevner
Funds, Inc. (2008 to Present) (6
portfolios); Trustee of Aston Funds
(2010 to Present) (25 portfolios);
Trustee since 11/90
Trustee
Seymour H. Knox Professor (1975 to 2007)

of Mathematical Institutional Economics, Yale
University; Emeritus (2007 to Present).

Trustee since 5/96
Trustee
President and Owner (2006 to Present) of

Sound Capital Associates, LLC (consulting
firm); Chartered Financial Analyst.
Director, Special Opportunities

Fund, Inc. (2009 to Present).
* Each trustee serves until his successor is duly elected and qualified.
** Messrs. Whitman and Barse are interested trustees of the Trust due to their employment with and indirect ownership interests in the Adviser and the Distributor, M.J.
Whitman LLC.
85
Third Avenue Trust

(Unaudited)
Principal Trust Officers Who Are Not Trustees

_______________________________________
Name,
Date of Birth & Address
______________________________
Vincent J. Dugan
DOB: September 1965
622 Third Avenue
New York, NY 10017
Position(s)
Held With
Registrant
______________________
Treasurer and CFO
Principal Occupation(s) During Past 5 Years

______________________________________________________________________
Treasurer and Chief Financial Officer (CFO) (9/04 to Present) (5 funds) of
Third Avenue Trust; Treasurer and CFO (9/04 to Present) of Third Avenue
Variable Series Trust; Chief Operating Officer (COO) and CFO (8/04 to Present)
of Third Avenue Management LLC; COO and CFO (8/04 to Present) of Third
Avenue Holdings Delaware LLC; COO and CFO (8/04 to Present) of M.J.
Whitman LLC and subsidiaries; COO and CFO (8/04 to Present) of certain
other funds advised by Third Avenue Management LLC (8/04 to Present).
Other Directorships
held by Officer
___________________
N/A
Michael A. Buono
DOB: May 1967
622 Third Avenue
New York, NY 10017
Controller
Controller (5/06 to Present) (5 funds) of Third Avenue Trust, Third Avenue

Variable Series Trust, Third Avenue Management LLC and M.J. Whitman LLC
and subsidiaries.
N/A
W. James Hall III

DOB: July 1964
622 Third Avenue
New York, NY 10017
General Counsel
General Counsel and Secretary (6/00 to Present) (5 funds) of Third Avenue

Trust; General Counsel and Secretary (9/00 to Present) of Third Avenue Variable
Series Trust; General Counsel and Secretary (9/00 to Present) of EQSF Advisers,
Inc., and its successor, Third Avenue Management LLC; General Counsel and
Secretary (5/00 to Present) of M.J. Whitman, Inc. and its successor, M.J.
Whitman LLC; General Counsel and Secretary of certain other funds advised by
Third Avenue Management LLC (7/02 to Present).
N/A
Joseph J. Reardon
DOB: April 1960
622 Third Avenue
New York, NY 10017
Chief Compliance
Officer
Chief Compliance Officer (4/05 to Present) (5 funds) of Third Avenue Trust,

Third Avenue Variable Series Trust and Third Avenue Management LLC.
N/A
86
Third Avenue Funds

Schedule of Shareholder Expenses
(Unaudited)
As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, such as redemption fees; and (2) ongoing costs, including management
fees, shareholder servicing fees, distribution fees (if applicable) and other Fund expenses. This example is intended to help you understand your
ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period, May 1, 2014, and held for the six month period ended
October 31, 2014.
Actual Expenses
For each Class of each Fund in the table below, the first line provides information about actual account values and actual expenses. You may use
the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your
account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line
under the heading entitled Expenses Paid During the Period to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the
Class actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class actual return. The hypothetical
account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this
information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example
with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as
redemption fees. Therefore, the second line of each Class in the table is useful in comparing ongoing costs only, and will not help you determine
the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The
examples also assume all dividends and distributions have been reinvested.
Beginning
Account Value
____May
______1,
____2014
_________
Ending
Account Value
__October
____________31,
_____2014
________
Expenses Paid
During the Period
May 1, 2014 to
__October
____________31,
_____2014*
_________
Annualized
__Expense
____________Ratio
________

Investor Class
Actual
$1,000.00
$1,019.70
$6.72
1.32%
Hypothetical
$1,000.00
$1,018.55
$6.72
1.32%
Institutional Class
Actual
$1,000.00
$1,020.90
$5.45
1.07%
Hypothetical
$1,000.00
$1,019.81
$5.45
1.07%
Investor Class
Actual
$1,000.00
$1,035.30
$6.93
1.35%
Hypothetical
$1,000.00
$1,018.40
$6.87
1.35%
Institutional Class
Actual
$1,000.00
$1,036.70
$5.65
1.10%
Hypothetical
$1,000.00
$1,019.66
$5.60
1.10%
Investor Class
Actual
$1,000.00
$1,039.80
$6.94
1.35%
Hypothetical
$1,000.00
$1,018.40
$6.87
1.35%
Institutional Class
Actual
$1,000.00
$1,041.30
$5.66
1.10%
Hypothetical
$1,000.00
$1,019.66
$5.60
1.10%
Investor Class
Actual
$1,000.00
$ 882.10
$7.83
1.65%
Hypothetical
$1,000.00
$1,016.89
$8.39
1.65%
Institutional Class
Actual
$1,000.00
$ 883.20
$6.65
1.40%
Hypothetical
$1,000.00
$1,018.15
$7.12
1.40%
Investor Class
Actual
$1,000.00
$ 918.40
$5.56
1.15%
Hypothetical
$1,000.00
$1,019.41
$5.85
1.15%
Institutional Class
Actual
$1,000.00
$ 919.60
$4.35
0.90%
Hypothetical
$1,000.00
$1,020.67
$4.58
0.90%
* Expenses (net of fee waivers and expense offset arrangement) are equal to the Classs annualized expense ratio, multiplied by the average account value over the period, multiplied by the number of days in the most
recent fiscal year (184) divided by 365.
87
Third Avenue Trust

Federal Tax Status of Dividends and Distributions
(Unaudited)
The following information represents the tax status of dividends and distributions paid by the Funds during the fiscal year ended October 31, 2014.
This information is presented to meet regulatory requirements and no current action on your part is required. The information and distributions
reported below will differ from the information and distributions taxable to shareholders for the calendar year ending December 31, 2014.
The Funds are required to designate the portion of any distributions made to shareholders during their fiscal year beginning on November 1,
2013 and ending on October 31, 2014 that were from capital gains. Depending upon your instructions, distributions from the Funds were either
paid to you in cash or reinvested into your account.
During the fiscal year-ended October 31, 2014 Third Avenue Small Cap-Value Funds per-share distributions to Investor class shareholders
consisted of $0.367 from short-term capital gain and $1.40 from long-term capital gain. Distributions to Institutional Class shareholders
consisted of $0.037 from net investment income, $0.367 from short-term capital gains and $1.40 from long-term capital gains. Distributions
from short-term capital gain are treated as ordinary income for U.S. federal income tax purposes.
During the fiscal year-ended October 31, 2014 Third Avenue Real Estate Value Funds per-share distributions to Investor Class shareholders
consisted of $0.261 from net investment income, $0.269 from short-term capital gains and $0.133 from long-term capital gain. Distributions
to Institutional Class shareholders consisted of $0.304 from net investment income, $0.269 from short-term capital gains and $0.133 from longterm capital gain. Distributions from short-term capital gain are treated as ordinary income for U.S. federal income tax purposes.
For the fiscal year ended October 31, 2014, the designations below are applicable to the ordinary income dividends paid by each Fund in
accordance with Section 854 of the Internal Revenue Code.
Third Avenue Value Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Third Avenue Small-Cap Value Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Avenue Real Estate Value Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Avenue International Value Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Qualified
Dividend Income
__for
_____Individuals
________________
$33,655,226
5,202,674
13,442,805
17,230,018
Dividends Received
Deduction
__for
______Corporations
___________________
23.13%
43.51%
2.67%
7.60%
The following Funds intend to elect to pass through to shareholders the income taxes paid to foreign countries which may be eligible for the
foreign tax credit in accordance with Section 853 of the Internal Revenue Code. Gross foreign source income and foreign tax expenses for the
year ended October 31, 2014 are as follows:
Third Avenue International Value Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Foreign
Source
____________Income
_________
$32,576,097
Foreign Tax
_Pass
________Through
___________
$1,591,640
Information necessary to complete your income tax returns for the calendar year ending December 31, 2014 will be issued by the Funds in the
early part of 2015.
88
[This Page Intentionally Left Blank]
This publication does not constitute an offer or solicitation of any transaction in any securities.
Any recommendation contained herein may not be suitable for all investors. Information
contained in this publication has been obtained from sources we believe to be reliable, but cannot
be guaranteed.
The information in these portfolio manager letters represents the opinions of the individual
portfolio manager and is not intended to be a forecast of future events, a guarantee of future
results or investment advice. Views expressed are those of the portfolio manager and may differ
from those of other portfolio managers or of the firm as a whole. Also, please note that any
discussion of the Funds holdings, the Funds performance, and the portfolio managers views are
as of October 31, 2014 (except as otherwise stated), and are subject to change without notice.
Certain information contained in the following letters constitute forward-looking statements,
which can be identified by the use of forward-looking terminology such as may, will, should,
expect, anticipate, project, estimate, intend, continue or believe, or the negatives
thereof (such as may not, should not, are not expected to, etc.) or other variations thereon or
comparable terminology. Due to various risks and uncertainties, actual events or results or the
actual performance of any fund may differ materially from those reflected or contemplated in such
forward-looking statement.
Third Avenue Funds are offered by prospectus only. Prospectuses contain more complete
information on advisory fees, distribution charges, and other expenses and should be read
carefully before investing or sending money. Please read the prospectus and carefully consider
investment objectives, risks, charges and expenses before you send money. Past performance is
no guarantee of future results. Investment return and principal value will fluctuate so that an
investors shares, when redeemed, may be worth more or less than original cost.
If you should have any questions, please call 1-800-443-1021, or visit our web site at:
www.thirdave.com, for the most recent month-end performance data or a copy of the Funds
prospectus. Current performance results may be lower or higher than performance numbers
quoted in certain letters to shareholders.
M.J. Whitman LLC, Distributor. Date of first use of portfolio manager commentary:
November 26, 2014.
BOARD OF TRUSTEES
Jack W. Aber
Eric Rakowski
David M. Barse
Martin Shubik
William E. Chapman, II
Charles C. Walden
Lucinda Franks
Martin J. Whitman
Edward J. Kaier
OFFICERS
Martin J. Whitman Chairman of the Board
David M. Barse President, Chief Executive Officer
Vincent J. Dugan Chief Financial Officer, Treasurer
Michael A. Buono Controller
W. James Hall General Counsel, Secretary
Joseph J. Reardon Chief Compliance Officer
TRANSFER AGENT
BNY Mellon Investment Servicing (U.S.) Inc.
P.O. Box 9802
Providence, RI 02940-8002
610-239-4600
800-443-1021 (toll-free)
INVESTMENT ADVISER
Third Avenue Management LLC
622 Third Avenue
New York, NY 10017
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
CUSTODIAN
JPMorgan Chase Bank, N.A.
14201 Dallas Parkway, 2nd Floor
Dallas, TX 75254
ABOUT THIRD AVENUE MANAGEMENT

Third Avenue Management LLC is a New York-based global asset manager that has adhered to a proven
value investment philosophy since its founding in 1986. Third Avenues disciplined approach seeks to
maximize long-term, risk-adjusted returns by focusing on corporate financial stability, and price conscious,
opportunistic security selection throughout the capital structure.
If you would like further information about Third Avenue Funds,
please contact your relationship manager or email clientservice@thirdave.com
622 Third Avenue, 31st floor | New York, New York 10017
www.thirdave.com

2014 TAM Annual and Shareholder Letters

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2014 TAM Annual and Shareholder Letters

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THE POWER OF ORIGINAL THINKING

Third Avenue Funds

Third Avenue Value Fund

This booklet consists of two separate documents

Portfolio Manager commentary

Third Avenue Value Fund (TAVFX, TVFVX)

Third Avenue Small-Cap Value Fund (TASCX, TVSVX)

Third Avenue Real Estate Value Fund (TAREX, TVRVX)

Third Avenue International Value Fund (TAVIX, TVIVX)

Third Avenue Focused Credit Fund (TFCIX, TFCVX)

Third Avenue Small-Cap Value Fund

Third Avenue Real Estate Value Fund

Third Avenue International Value Fund

Third Avenue Focused Credit Fund

Statement of Assets and Liabilities

Statements of Changes in Net Assets

Statement of Cash Flows

Notes to Financial Statements

THE POWER OF ORIGINAL THINKING

THIRD AVENUE FUNDS

Letter from the Chairman

Letter from the Chairman

Letter from the Chairman

As a practical matter, a mutual fund cannot borrow except in dire emergencies

The fund has to meet certain diversification requirements

Affiliated transactions are restricted

Fees are controlled, expenses are limited

Easy for an outside investor to make an investment

Own a marketable, margin- eligible security

Change of control or going private

Wall Street sponsorship

Large promotional compensation

Attempts to buy in at 30%-80% discount to readily ascertainable

Failure due to business risk

OCTOBER 31, 2014

Dear Fellow Shareholders,

Third Avenue Value Team

Portfolio holdings are subject to change

4Q 2014 Third Avenue Funds Portfolio Manager Commentary

4Q 2014 Third Avenue Funds Portfolio Manager Commentary

Pressing the Agricultural Theme with Valmont

General Motors (GM): The Benefits of Looking

Content Trumps Distribution at CBS

Chip Rewey, Lead Portfolio Manager

4Q 2014 Third Avenue Funds Portfolio Manager Commentary

Small-Cap Value Fund

OCTOBER 31, 2014

From the Lead Portfolio Manager

Third Avenue Small-Cap Team

Tim Bui, CFA

Portfolio holdings are subject to change

Lead Portfolio Manager of the

4Q 2014 Third Avenue Funds Portfolio Manager Commentary

Small-Cap Value Fund

Small-Cap Value Fund

Small-Cap Value Fund

4Q 2014 Third Avenue Funds Portfolio Manager Commentary

Real Estate Value Fund

OCTOBER 31, 2014

Dear Fellow Shareholders,

Jason Wolf, CFA

Portfolio holdings are subject to change

Real Estate Value Fund

Investment Risks in Real Estate