T h i r d Av e n u e Va l u e F u n d

T h i r d Av e n u e S m a l l - C a p Va l u e F u n d

T h i r d Av e n u e R e a l E s t a t e Va l u e F u n d

T h i r d Av e n u e I n t e r n a t i o n a l Va l u e F u n d

T h i r d Av e n u e F o c u s e d C r e d i t F u n d

FIRST QUARTER REPORT

A N D P O R T F O L I O M A N A G E R C O M M E N TA R Y
January 31, 2010
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 January 31, 2010 (except as otherwise stated), and are subject
to change without notice.
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 investor’s 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 —
February 17, 2010.
 This booklet consists of two separate documents.

THIRD AVENUE FUNDS

PORTFOLIO MANAGER COMMENTARY
_____________________________________________
CHAIRMAN’S LETTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
THIRD AVENUE VALUE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
THIRD AVENUE SMALL-CAP VALUE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
THIRD AVENUE REAL ESTATE VALUE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
THIRD AVENUE INTERNATIONAL VALUE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
THIRD AVENUE FOCUSED CREDIT FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

THIRD AVENUE FUNDS

FIRST QUARTER REPORT
_____________________________________________
THIRD AVENUE VALUE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
THIRD AVENUE SMALL-CAP VALUE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
THIRD AVENUE REAL ESTATE VALUE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
THIRD AVENUE INTERNATIONAL VALUE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
THIRD AVENUE FOCUSED CREDIT FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
PORTFOLIOS OF INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
 T h i r d Av e n u e Va l u e F u n d

T h i r d Av e n u e S m a l l - C a p Va l u e F u n d

T h i r d Av e n u e R e a l E s t a t e Va l u e F u n d

T h i r d Av e n u e I n t e r n a t i o n a l Va l u e F u n d

T h i r d Av e n u e F o c u s e d C r e d i t F u n d

F I R S T Q U A R T E R P O R T F O L I O M A N A G E R C O M M E N TA R Y

January 31, 2010

 Letter from the Chairman
MARTIN J. WHITMAN
CHAIRMAN OF THE BOARD
Dear Fellow Shareholders:
With this communication, Third Avenue Management
(“TAM”) is changing the format of our quarterly letters to
you. Instead of my co-authoring a Third Avenue Value
Fund (“TAVF”) letter, I will write a Chairman’s letter to
you describing and analyzing important investment
matters. Quarterly letters from TAVF have been put in the
hands of Ian Lapey, who, with me, remains co-manager of
TAVF.
My first Chairman’s letter is entitled “In Defense of
Managed Mutual Funds”.
IN DEFENSE OF MANAGED MUTUAL FUNDS
In my opinion, the Investment Company Act of 1940, as
amended (“the Act”): the principal law regulating the
operation of mutual funds, has resulted in very, very
important benefits to Outside, Passive, Minority Investors
(“OPMIs”) because of the plethora of substantive
protections it brings to OPMIs.
I have been in the investment business nearly 60 years.
During that time, it seems as if OPMIs were almost
continuously being ripped off by various schemes which
served primarily to enrich salesmen and promoters. These
investment schemes included tax shelters – whether real
estate, oil and gas, or other assets; unregulated investment
companies, e.g., Bernie Cornfeld’s Fund of Funds; trading
1
systems; heavily margined portfolios; hedge funds; many
emerging market investments; Initial Public Offerings
(“IPO’s”) where the gross spread is rarely below 7%; and
Ponzi schemes. A good deal of the time many OPMIs
ended up wiped out. Mutual fund investors are rarely, if
ever, wiped out.
It is virtually impossible, or at least, extremely difficult, for
rip-offs to occur in the case of non-borrowing OPMIs who
hold mutual fund shares in Regulated Investment
Companies (“RICs”). This is so because the rules and
regulations under the Act are so protective of OPMIs.
Investors in mutual funds may lose money if a fund
manager is stupid or incompetent – but they will virtually
never lose money because of theft, extortionate fees, or
managers who fund their speculations with large amounts
of borrowing.
In brief, the substantive protections delivered by the Act
for the benefit of RIC shareholders can be summarized as
follows:
1) The ability of RICs to incur debt is strictly limited. As
a matter of fact, most RICs never borrow, and the
RICs run by TAM have never borrowed.
2) Management compensation is limited. Fees rarely
exceed 1.5% of assets under management. For RICs,
there is no “2 and 20” which is common for hedge
funds, i.e., a 2% management fee plus 20% of profits
after a “bogey” of say 6%, has been earned.
3) Affiliated transactions (i.e., with parties related to the
RIC) are strictly controlled.
4) Fund assets, i.e., the securities portfolios of the RIC,
are held by highly responsible custodians.
5) Fund management can invest only in accordance with
the RIC’s stipulated Investment Policy.
6) Financial results are audited annually.
7) In almost all cases, a majority of the management
company’s Board of Directors must be independent,
 i.e., not part of fund management or the fund Index funds are an outgrowth of believers in the Efficient
management company. Market. The Efficient Market Hypothesis (“EMH”) and
Efficient Portfolio Theory (“EPT”) make up Modern
8) RICs are required to diversify if they are to obtain
Capital Theory (“MCT”); theories which underlie
Subchapter M treatment under the Internal Revenue
virtually all academic finance. Efficient market believers
Code, and virtually all RICs do so. Subchapter M
are of the view that market prices, at any time, are the best
treatment provides that a RIC generally will not pay
measure of the universal value of any business or any
federal income taxes if it distributes virtually all of its
security for any purpose of measurement. Proof of the
annual net income and capital gains to its
validity of this view, according to
shareholders.
MCT, is the fact that no money
Though nobody seems to have
“Value investors, control manager outperforms any relevant
meant it that way, the Act may be investors, distressed investors price index consistently.
a product of genius. On the one and skilled short sellers, tend Consistently is a dirty word; it
hand, OPMIs receive excellent means all the time. This
substantive protections to such an to be very much involved in consistency test is as phony as a
extent that they can be deemed to the in-depth fundamental three dollar bill. The most any
be getting close to an even break.
On the other hand, promoters and
analysis that permits them to money manager can do is
outperform relevant indices on
managers of RICs are reasonably make reasoned judgments average, most of the time and over
well compensated; money about the existence of the long run. It seems as if many
management tends to be a quite value funds have passed this latter
profitable business for fund inefficient pricing.” test with flying colors indicating
managers, i.e., management that there is no universal efficient
companies able to achieve reasonable size and also enjoy market. If one does not believe in universal efficient
reasonable persistence in terms of the amount of assets markets, index funds don’t seem to make a lot of sense.
under management. Fund managers face onerous
According to MCT, efficient markets are a general law,
regulation under the Act, especially since the nature of the
applying to “the market”. I think that is nonsense. There
fund investment is to be passive, rather than to be control-
exist myriad markets, some of which are characterized by
conscious activists. Yet the managed fund industry seems to
ad hoc (not universal for all purposes) efficiency; some
me, to attract quite competent money managers, especially
markets are inherently highly inefficient in terms of setting
among that group, which includes TAM, known as Value
rational prices and yet other markets are in between. Put
Investors.
simply, efficient markets constitute a special case, not a
Index Funds, i.e., RICs which merely track a stock market general law.
index and do no fundamental research, have far lower fees,
Most OPMIs probably deal in relatively efficient ad hoc
and far lower expenses, than managed funds. Yet investing
markets. In contrast, value investors, control investors,
in managed value RICs, such as the funds run by TAM,
probably most distress investors and the best of the short
seems to have been much more profitable for OPMIs than
sellers participate in markets characterized by
investing in index funds, on average, most of the time and
inefficiencies. Value investors, control investors, distressed
over the long run.
investors and skilled short sellers, tend to be very much

2
involved in the in-depth fundamental analysis that permits
them to make reasoned judgments about the existence of
inefficient pricing. Whether or not a particular market
tends toward ad hoc price efficiencies or not seems to
depend on four factors:
1) Who are the market participants?
If the participants in the market are short-run focused
and untrained in fundamental value analysis, then
you’re in an efficient market. Most individual investors
and mutual funds probably find themselves here.
Value investors, control investors, distress investors
and skilled short-sellers operate elsewhere, but here, in
efficient market land, you’ll find almost all of the
finance professors and economists in the United
States. This is the market for those who focus on short-
term securities prices. They encounter severe market
risk as securities prices fluctuate from day to day.
2) How complex is the security being analyzed?
If the security being analyzed is analyzable by reference
to only a very limited number of computer
programmable variables, you can bet your bottom
dollar that the security will trade in a market
characterized by an ultra high degree of short-run price
efficiency. If analyzing the security is a complex matter
– e.g., in common stock analysis TAM puts great
weight on balance sheet credit-worthiness while most
others emphasize earnings or cash flow forecasts – the
market prices will tend to show great price
inefficiencies from the point of view of the TAM value
analyst. Indeed, if the common stock being analyzed is
the issue of a going-concern with a perpetual life where
the corporation has no near-term exit strategy, then for
many purposes the pricing of that common stock issue
will reflect pricing inefficiencies.
Three types of securities are analyzable by reference to
a very limited number of computer programmable
variables and thus tend to trade in a market that is
highly efficient in the short run. These three types are
as follows:
3
A) Credit instruments without credit risk, e.g., U.S.
Government Bonds.
B) Derivatives, including options and convertibles.
C) Risk arbitrage, i.e., where the great weight of
probability is that there will be a relatively
determinant workout in a relatively determinant
short period of time, say, a publicly announced
merger.
3) How long is the market participant’s time horizon?
Insofar as the market participant is short-term
conscious, for the participant’s purposes, the market
will tend to be highly efficient. Insofar as the
participant’s timing is long term, or indeterminate, the
market will tend to be highly inefficient. Take for
example, the manager of a Leveraged Buy Out Fund,
who in the case of one of his successful buy-outs is
seeking an IPO for the successful investment as an exit
strategy. The manager knows that the IPO market is
extremely capricious. There are times when a common
stock issue can be marketed at super attractive prices
(say 1999) and times when a new issue can’t be sold at
any price (say 2008). For the manager, the IPO market
is inefficient so he takes a five year view, confident that
sometime during that interim he will succeed in
having an IPO exit at a highly attractive (inefficient for
the OPMI) price.
4) How strict are the external forces imposing price
discipline on the issuer or the issue?
There are all sorts of forces imposing discipline on
issuers and issues. These forces include competition,
government regulation, boards of directors, attorneys,
accountants, labor unions. Insofar as there are strict
external forces imposing discipline, prices will tend to
reflect an ad hoc price efficiency. For example, look at
the pricing in markets for U.S. Government Bonds.
Insofar as the external force imposing discipline is
weak, prices will tend to reflect underlying price
inefficiencies. For example, it is generally accepted that
OPMIs place great weight on accounting earnings as My family and I have substantial funds invested in Third
reported. Insofar as auditors are lax (e.g., permit Avenue Value Fund. We have no funds invested in index
insurance companies to under reserve for losses), funds. So far, that has been the right way to go most of the
market prices will reflect an overpriced common stock, time, on average and over the long term. For a
an inefficiency in the eyes of most observers. demonstration of this, read Ian Lapey’s TAVF quarterly
letter where TAVF’s annual performance is compared with
In MCT, there is a theory that the OPMI markets are
the annual performance of the S&P 500 and the MSCI
efficient because information, when made public,
World Index.
impacts market prices. The problem is that most
market participants don’t know what information is Sincerely yours,
important, and they don’t know that they don’t know.
The tendency is that what short-run speculators think
is important is information. Such speculators tend to
be extremely short-run conscious, overestimate the
importance of reported earnings for most companies,
especially short-run estimates of income; invest trying Martin J. Whitman
to pick market bottoms; have a technical-chartist Chairman of the Board,
approach; ignore balance sheets and net asset values; Third Avenue Trust
emphasize macro factors rather than details about an
issuer or issue; and are more interested in figuring out
what “the average opinion of the average opinion”
might be rather than have an independent judgment
about underlying value. To believe that the buy-sell
actions of these market participants determine
anything close to a universal price efficiency is to
believe in the “tooth fairy”. It is simply unscientific to
equate OPMI pricing with a universal efficiency; there
just is no basis for concluding that there are rational
reasons pointing to a relationship between OPMI
pricing and other values such as the value of control.

4
 Third Avenue Value Fund
Number of Shares Positions Increased (continued)
739,719 shares Sycamore Networks, Inc.
Common Stock
(“Sycamore Common”)
Positions Decreased
16,752,171 shares Ambac Financial Group Inc.
Common Stock (“Ambac Common”)
IAN LAPEY 342,227 shares AVX Corp. Common Stock
CO-PORTFOLIO MANAGER OF (“AVX Common”)
THIRD AVENUE VALUE FUND 1,910,000 shares Chong Hing Bank Ltd. Common Stock
(“Chong Hing Common”)
Dear Fellow Shareholders: 5,207,000 shares Henderson Land Development Co. Ltd.
Common Stock (“Henderson Common”)
At January 31, 2010, the unaudited net asset value
attributed to the 124,623,077 shares outstanding of the 48,981 shares Omega Flex Inc. Common Stock
(“Omega Flex Common”)
Third Avenue Value Fund (“TAVF”, “Third Avenue”, or
the “Fund”) was $43.41 per share, for the Institutional and Principal Amount Position Eliminated
Investor share classes. This compares with an audited net $34,000,000 Nortel Networks Senior Unsecured
asset value of $43.46 per share at October 31, 2009; and an Debentures (“Nortel Seniors”)
unaudited net asset value of $29.94 per share at January 31,
The partial sales of AVX Common, Henderson Common,
2009, both adjusted for a subsequent distribution to
Chong Hing Common and Omega Flex Common were
shareholders of the Institutional share class. At February 16,
driven by portfolio management as opposed to investment
2010, the unaudited net asset value was $44.42 per share,
considerations. Net portfolio outflows increased starting in
for the Institutional and Investor share classes.
September 2009 and have continued in 2010. While the
QUARTERLY ACTIVITY current level of outflows is modest compared to that
Number of Shares New Position Acquired experienced in 2008, Fund Management has been raising
cash to maintain at least a 5% cash position and take
10,000,000 shares KeyCorp Common Stock
(“Key Common”)
advantage of select opportunities such as those discussed below.
Positions Increased As pricing opportunities arose during the quarter, Fund
500,000 shares Bank of New York Mellon Corp. Management sold the majority of its position in Ambac
Common Stock Common owing to the threat of permanent impairment to
(“Bank of New York Mellon Common”) the company’s common stock. The remaining holdings of

* Portfolio holdings are subject to change without notice. The following is a list of Third Avenue Value Fund’s 10 largest issuers,
and the percentage of the total net assets each represented, as of January 31, 2010: Henderson Land Development Co., Ltd., 13.39%;
Cheung Kong Holdings, 11.80%; Toyota Industries Corp., 10.13%; Posco (ADR), 7.31%; Nabors Industries, Ltd., 4.57%; Wharf
Holdings, Ltd., 4.46%; Wheelock & Co., Ltd., 4.21%; Brookfield Asset Management, Inc., 3.71%; Investor AB, 3.42% and
Bank of New York Mellon, 3.23%.

5
Nortel Seniors were sold at an average price of
approximately $60 compared to a cost of around $17, as the
company has successfully sold most of its assets in auctions
pursuant to Section 363 of the U.S. Bankruptcy Code.
KEY COMMON
Under the leadership of Tom Gandolfo, who joined Third
Avenue as a consultant in 2008 and a Senior Analyst in the
beginning of 2009, Fund Management has been reviewing
U.S. banks over the last several months. KeyCorp,
headquartered in Cleveland, Ohio, is a bank holding
company and the parent of KeyBank. The company has
nearly 1,000 full service retail branches in 14 states and
$93 billion in assets. While the company has struggled
over the last couple of years with losses related primarily to
commercial and residential real estate, its deposit base has
remained strong, and it had a solid 12.7% Tier-1 capital
ratio as of year end. Unlike some other banks that we
reviewed, the company’s loss reserves, which totaled 4.3%
of loans at year end, appeared to be reasonable, a favorable
reflection upon management.
Shares were purchased at less than $6 per share, representing
a significant discount to both tangible book value of
approximately $8 per share and our estimated net asset value
after adjusting for expected future loan losses and the off-
balance sheet value of its healthy asset management
business. Although the near-term earnings outlook is weak,
future net asset value growth should be driven by an
expanding net interest margin, reduced loan loss provisions
and a return to a more normal level of demand for loans.
The primary risk to the investment appears to be further
deterioration in its commercial real estate loan portfolio and
a dilutive equity raise to repay TARP and/or retain strong
capital ratios. Fund Management would probably try to
avoid dilution by participating in such an equity offering,
particularly if it is at a discount.
BANK OF NEW YORK MELLON COMMON
Fund Management purchased an additional 500,000
shares of Bank of New York Mellon Common at
6
approximately $27 per share during the quarter. The
Fund’s original investment was in Mellon Financial
Corporation common stock in 2006. Under the leadership
of new CEO, Robert Kelly, Mellon merged with the Bank
of New York in 2007. Although the merger created the
largest global custodian ($22.3 trillion under custody as of
December 31, 2009) and one of the largest asset
management firms ($1.1 trillion under management as of
December 31, 2009), it has been somewhat disappointing
to date for shareholders. Despite healthy results in its cash
generative core asset management and asset servicing
businesses, the financial results of the combined company
have been negatively impacted by numerous write-downs
to its securities portfolio, particularly relating to Alt-A
mortgage backed securities.
Nevertheless, the Bank of New York Mellon has fared
better than most financial companies over the last couple
of years as it has emerged from the global credit crunch
and bear market with a strong financial position (12%
Tier-1 Capital ratio even after repaying TARP) and only
minimal shareholder dilution. Furthermore, the
company’s recent fourth quarter results were healthy, as
assets under management and custody increased 20% and
10%, respectively, compared to a year ago. The company
also reported much improved results for both its securities
and loan portfolios. The recently announced $2.3 billion
acquisition of PNC’s asset servicing business appears to be
an attractive strategic fit. Overall, the company now
appears to be well positioned to generate the attractive net
asset value growth that Fund Management envisioned
when the Bank of New York merger was announced.
TOYOTA INDUSTRIES
Third Avenue Value Fund has a significant investment in
the common stock of Toyota Industries (“Industries”).
Toyota Industries holds a 6.4% position in Toyota Motor
common stock and is the single largest shareholder.
Subsequent to our fiscal quarter end Toyota Motor Corp.
(“TMC”) recalled 8.1 million vehicles for sudden-
acceleration problems and has begun a recall program to
fix braking problems on some Prius models. These will impact Industries’ business. The Fund has trimmed its
developments caused us to place our investment in Toyota position in Industries Common since the end of the
Industries under review. January 2010 quarter. In light of the TMC recall and
resulting reputational damage, we continue to re-evaluate
Although a fix has been established for the sudden-
TAVF’s investment in Industries.
acceleration problem and TMC has started the recall
process (at an estimated cost of up to $2 billion), it HONG KONG UPDATE
remains to be seen if the fix will be effective, how long the
As of January 31, 2010, approximately 40% of the Fund’s
recall will take and what the long-term impact will be on
net assets were invested in the common stocks of eight Hong
TMC’s reputation.
Kong-based real estate and private
Toyota Industries operates in “The recent reports of more equity companies. Each company
multiple segments: automotive, has an extremely strong financial
materials handling, logistics and restrictive lending policies by position and an experienced
textile machinery. The company banks in China should result management team with substantial
holds the leading market share in an improved competitive insider ownership. Each common
positions in car air conditioning stock trades at an attractive
compressors and lift trucks. environment as many small, valuation compared to a
Industries’ business relationship with weakly financed property conservative estimate of net asset
TMC is through assembly of certain
cars (Vitz, RAV4, MarkX ZiO), developers are forced to pull value. After significant appreciation
in 2009, the stock prices of all of
production of automotive engines back, particularly in residential these companies fell sharply in
under consignment from TMC, and land auctions. All of our Hong January 2010, owing to concerns
sales of components (e.g., car air- about tightening measures by the
conditioner compressors, electronic Kong holdings have extremely Chinese government in response to
components) to TMC and TMC strong financial positions and the robust 10.7% GDP growth in
group companies. In the fiscal year
ended March 31, 2009, TMC
are less reliant on financing the fourth quarter of 2009 and
reported speculation in certain
accounted for 35.7% of Industries’ from local banks in China.” mainland China property
total sales. markets. The tightening measures
appear to be sensible since slowing speculation in the
Industries is well financed and its common stock is trading
property markets should result in healthier long-term
at a substantial discount to net asset value (“NAV”). We
fundamentals. The long-term trends driving the
estimate NAV by valuing its operating businesses plus its
attractiveness of the mainland China property markets
6.4% stake in TMC common plus the rest of its portfolio
remain intact, including urbanization, infrastructure
of marketable securities. Industries common stock
development, household formations and increased
currently trades at a discount of approximately 20% to the
consumer spending. As long-term investors, we are willing
value of its investment portfolio (holdings in TMC
to live through the stock price volatility associated with a
common and other marketable securities), while
short-term correction in China’s real estate markets.
attributing no value for its operating businesses (i.e., you
get the business for free). Clearly the problems at TMC

7
One of our concerns about the mainland China expansion completions were at a 13-year low). Hang Lung’s property
plans of our Hong Kong holdings is the fierce competition leasing income increased by 9% compared to a year ago,
in certain segments of the Chinese real estate market. The driven by 15% growth in mainland China. Importantly, the
recent reports of more restrictive lending policies by banks company announced that its next major project, the Palace
in China should result in an improved competitive 66 shopping mall in Shenyang, is expected to be completed
environment as many small, weakly financed property in mid-2010 and is 80% pre-leased. Hang Lung Properties
developers are forced to pull back, particularly in continues to have a robust financial position with a net cash
residential land auctions. All of our Hong Kong holdings position of HK$2.2 billion. The common stocks of Hang
have extremely strong financial positions and are less Lung Properties Ltd. and Hang Lung Group Ltd. (the
reliant on financing from local banks in China. parent company) accounted for approximately 4% of the
Fund’s net assets as of January 31, 2010.
Hang Lung Properties Ltd. recently reported very strong
financial results for the second half of 2009. Earnings per We will provide an update on our other Hong Kong
share increased to HK$4.14 from HK$0.29 a year ago, holdings in our next quarterly letter, as most, including the
owing primarily to large increases in the fair value of Fund’s two largest positions – Henderson Land
investment properties in both Hong Kong and mainland Development and Cheung Kong Holdings, will be
China, as well as highly profitable sales of residential units reporting year end 2009 results in March. I will be traveling
from its HarbourSide project in Hong Kong. The outlook to Hong Kong to meet with several of the management
for the Hong Kong residential real estate market remains teams at that time.
very healthy as supply remains constrained (2009 housing
THIRD AVENUE VALUE FUND – 10-YEAR REVIEW
50.0%
40.0%
30.0%
20.0%
10.0%
0.0%
-10.0%
-20.0%
-30.0%
-40.0%
-50.0%
09

08

07

06

05

04

03

02

01

00

ed
20

20

20

20

20

20

20

20

20

20

iz
al
nu
An

TAVF S&P 500 MSCI World

2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 ANNUALIZED1
TAVF 44.5% -45.6% 5.8% 14.7% 16.5% 26.6% 37.1% -15.2% 2.8% 20.8% 7.3%
S&P 500 26.5% -37.0% 5.5% 15.8% 4.9% 10.9% 28.7% -22.1% -11.9% -9.1% -0.9%
MSCI World 30.8% -40.3% 9.6% 20.7% 10.0% 15.3% 33.8% -19.5% -16.5% -12.9% 0.2%
1
Annualized return including reinvestment of dividends.
8
Having just completed a volatile decade for stocks, in
general, and for investors in TAVF, we thought that it
would be appropriate to review our performance over the
period. It was a difficult decade for most stock investors, as
the bear markets of 2002 and 2008 contributed to a 0.9%
annualized decline for the S&P 500. The Fund’s
annualized return of 7.3% was somewhat disappointing
on an absolute basis (compared to its 12.9% annualized
return since inception on November 1, 1990), but
compared very favorably to relevant stock indices. The
following observations about the Fund’s performance over
the last decade are particularly relevant:
• The largest positive contributors to performance were
the Fund’s investments in Kmart Holdings Corp.
Senior Unsecured Notes (“Kmart Seniors”), Henderson
Land Development Company Common Stock
(“Henderson Common”), Toyota Industries Common
Stock (“Toyota Industries Common”), Posco Common
Stock (“Posco Common”) and Brookfield Asset
Management Common Stock (“Brookfield
Common”). The Kmart Seniors investment was
converted to Kmart common stock upon the
company’s emergence from bankruptcy, and the Fund’s
performance benefitted greatly from the robust
performance of Kmart’s common stock upon
emergence from bankruptcy, including its merger with
Sears Holding Corp. The Fund’s holdings in
Henderson Common, Posco Common and Brookfield
Common were “Safe and Cheap*” equity investments.
In each case, the shares were purchased at a significant
discount from net asset value and each company has
maintained a strong financial position throughout our
ownership. The healthy investment performance for
these securities was primarily driven by growth in net
asset value as opposed to a narrowing of the discount to
net asset value.
* “Safe” means the companies, in our judgment, have strong finances, competent management, and an understandable business.
“Cheap” means that, in our judgment, we can buy the securities for significantly less than what a private buyer might pay for
control of the business.
9
• The Fund largely avoided significant permanent
impairments during the decade. The major exception
was in the bond insurance area where investments in
MBIA Inc. Common Stock, MBIA Corp. Surplus
Notes, Ambac Financial Group Common Stock and
Radian Group Inc. Common Stock were, as a group,
the largest detractors to performance over the decade.
Another notable permanent impairment was the
Fund’s investment in the senior unsecured debt of
Collins and Aikman. Additionally, the Fund’s 2007
investments in the common stocks of Japanese real
estate operating companies Mitsubishi Estate Co. and
Mitsui Fudosan Co. were significant detractors. The
businesses of these strongly financed companies were
not permanently impaired, but Fund Management
reluctantly sold the securities in 2008, at a
considerable loss, to meet redemptions.
• In comparison to an index, such as the S&P 500, the
Fund’s performance benefitted by not owning many of
the worst performing common stocks over the decade.
For example, ten years ago, the most heavily weighted
common stocks in the S&P 500 Index were Microsoft
Corp., General Electric Co. and Cisco Systems, Inc.
These common stocks declined 70%, 48% and 56%,
respectively, during the decade. Ten years ago, these
common stocks were extremely richly valued at price
to book multiples of approximately 17, 12 and 26,
respectively, and, therefore, were not owned in the
Fund. Additionally, the Fund avoided investing in the
common stocks of the major financial firms that
collapsed such as Bear Stearns, Lehman Brothers, Fannie
Mae, Freddie Mac, Washington Mutual and AIG,
because they did not meet our strict investment criteria.
• The Fund did not avoid market risk. As the table shows,
the Fund experienced negative absolute performance
during the bear markets in 2002 and 2008. However, as
mentioned above, the Fund largely avoided permanent
impairments, and, therefore, performance rebounded
in the subsequent year. Fund Management focuses on
minimizing investment risk and acknowledges that the
Fund is subject to market risk.
• The Fund outperformed the S&P 500 (and other
indices) most of the time and over the long term, but
not consistently. Fund Management’s benchmark
agnostic bottom-up investing approach resulted in
periods of both significant outperformance and
underperformance. The Fund outperformed the S&P
500 Index in eight of the past ten years and
underperformed the index in only two years (2008
and 2006).
• Average annual portfolio turnover for the decade was
only 14%, compared to approximately 85% for the
average world stock fund, based on Morningstar data.
Fund Management is a patient investor. This investing
approach contributes to low transaction fees and taxes.
I shall write to you again after the April 30, 2010 quarter
end.

Ian Lapey
Co-Portfolio Manager,
Third Avenue Value Fund

10
 Third Avenue Small-Cap Value Fund
Face Amount New Position Acquired
$15,000,000 Energy XXI Gulf Coast, Inc.
10.00% Senior Notes Due June 15, 2013
(“Energy XXI Senior Notes”)
Number of Shares Increases in Existing Positions
15,100 shares Alexander & Baldwin, Inc.
Common Stock (“Alex Common”)
CURTIS R. JENSEN
230,513 shares HCC Insurance Holdings, Inc.
CHIEF INVESTMENT OFFICER & Common Stock (“HCC Common”)
PORTFOLIO MANAGER OF THIRD AVENUE
382,014 shares Investment Technology Group, Inc.
SMALL-CAP VALUE FUND
Common Stock (“ITG Common”)
Dear Fellow Shareholders: 123,300 shares JAKKS Pacific, Inc. Common Stock
(“JAKKS Common”)
At January 31, 2010, the end of the Fund’s fiscal first 50,000 shares Tellabs, Inc. Common Stock
quarter, the unaudited net asset value attributable to the (“Tellabs Common”)
68,105,761 common shares outstanding of the Third
275,000 shares Viterra, Inc. Common Stock
Avenue Small-Cap Value Fund (“Small-Cap Value” or the
(“Viterra Common”)
“Fund”) was $17.62 per share, for both the Institutional
and Investor share classes. This compares with the Fund’s Positions Reduced
audited net asset value of $17.03 per share at October 31, 3,533 shares Ackermans & van Haaren N.V.
2009, and an unaudited net asset value at January 31, (“AvH Common”)
2009 of $13.18 per share, both adjusted for a subsequent 47,376 shares Bristow Group, Inc. Common Stock
distribution to shareholders of the Institutional share class. (“Bristow Common”)
At February 16, 2010, the unaudited net asset value was 108,400 shares Cimarex Energy Co., Common Stock
$17.75 per share for both the Institutional and Investor (“Cimarex Common”)
share classes. 4,600 shares E-L Financial Group, Ltd.
QUARTERLY ACTIVITY Common Stock
(“E-L Financial Common”)
During the quarter, Small-Cap Value established one new
7,500 shares Electronics for Imaging, Inc.
position, added to six of its existing positions, eliminated Common Stock (“EFI Common”)
seven positions and reduced its holdings in 13 companies.
At January 31, 2010, Small-Cap Value held positions in 47 131,646 shares Genesee & Wyoming, Inc.
Common Stock (“Genesee Common”)
common stocks, the top 10 positions of which accounted
for approximately 34% of the Fund’s net assets.
* Portfolio holdings are subject to change without notice. The following is a list of Third Avenue Small-Cap Value Fund’s 10
largest issuers, and the percentage of the total net assets each represented, as of January 31, 2010: Sapporo Holdings, Ltd., 4.27%;
Viterra, Inc., 4.00%; Lanxess AG, 3.79%; Alexander & Baldwin, Inc., 3.51%; Parco Co., Ltd., 3.44%; Brookfield Asset
Management, Inc., 3.23%; Synopsys, Inc., 3.08%; National Western Life Insurance Co., 3.00%; Tidewater, Inc., 2.83%; and
Investment Technology Group, Inc., 2.81%.

11
Number of Shares Positions Reduced (continued) QUARTERLY ACTIVITY
158 shares Kaiser Aluminum, Inc. Common Stock In the quarter ended January 31, 2010, Fund
(“Kaiser Common”) Management initiated a new position in Energy XXI
368,960 shares Lanxess AG Common Stock Senior Notes and eliminated several small positions,
(“Lanxess Common”) including the remainder of the Fund’s successful
125,000 shares Lexmark International, Inc. investment in Ply Gem First Lien Notes. As can be seen
Common Stock (“Lexmark Common”) from the list above, Fund Management reduced the Fund’s
100,000 shares Pioneer Drilling, Inc. Common Stock holdings in several names, many of which we were busily
(“Pioneer Common”) adding to during the darkest days of the financial crisis
30,600 shares Synopsys, Inc. Common Stock
only a year or so ago.
(“Synopsys Common”) Energy XXI Senior Notes represent the Fund’s second debt
246,188 shares Vail Resorts, Inc.. Common Stock investment in a U.S. Gulf of Mexico-focused oil and gas
(“Vail Common”) producer. Securities valuations of Gulf of Mexico (“GOM”)
192,692 shares Wacker Neuson SE Common Stock energy companies like Energy XXI had been decimated in
(“Wacker Common”) late 2008 following the disruption brought on by
Number of Shares, Units Hurricanes Ike and Gustav. The dramatic collapse in
or Face Amount Positions Eliminated commodity prices during that period further pressured the
industry’s operating results and, in many cases, led to
691,700 shares Canfor Corp. Common Stock
dramatic accounting-based asset impairments. Energy
(“Canfor Common”)
XXI’s production levels, for example, fell more than 26% in
98,728 shares Coherent Inc. Common Stock the first quarter following the hurricanes and GAAP
(“Coherent Common”) accounting resulted in a $580 million impairment of the
92,293 shares Haverty Furniture Co., Inc. company’s oil and gas reserves. The opportunity in Energy
Common Stock (“Haverty Common”) XXI Notes surfaced at the end of last year while the
332,156 shares Journal Communications, Inc. company was in the midst of a debt exchange offer designed
Common Stock (“Journal Common”) to address a capital structure ill prepared for these sorts of
$8,000,000 Ply Gem Industries adverse developments. We believed that the company’s
11.75% First Lien Secured “troubles” – both financial and operational – were
Notes Due June 15, 2013 temporary and fixable, that our capital, as creditors, was
(“Ply Gem First Lien Notes”) well protected and the investment had a number of ways to
417,719 units Precision Drilling Trust Units win:
(“Precision Units”) • the proposed exchange offer and a coincident private
186,773 shares St. Mary Land and Exploration Co., Inc. financing included a credit-enhancing common stock
Common Stock (“St. Mary Common”) offer that also extended the company’s debt maturities;
• production that had been interrupted because of the
hurricanes would return, in time, along with
additional production pending completion on more
recent projects, bolstering both cash flow and reserves;

12
• the company was due to collect the proceeds of a
substantial insurance settlement, further enhancing
corporate liquidity;
• our multi-pronged valuation work, which relied on
asset-based production and cash flow metrics,
suggested our downside was well protected (i.e., the
probability of a loss of capital seemed remote) while
the Notes, trading at a price of around 81% of face
value at the time of acquisition, provided an equity-
like return of more than 17% and a current yield of
approximately 12%;
• creditors like the Fund could get further comfort from
the relatively strong covenants within the terms of the
Notes and those in the company’s bank credit facility;
• While unnecessary for a successful investment, the
company’s exposure to a potentially large exploratory
success would further enhance overall corporate value;
• finally, other facts, taken together, strongly suggested
to us that management was intent on improving the
balance sheet. These clues included i) the company’s
most recent proxy statement that requested a sizable
expansion of the company’s authorized share capital,
signaling a potential future equity raise; ii) new
“change of control” language within the new notes
indenture that seemed to contemplate the impact of
an expanded equity base; iii) the fact that the company
itself had repurchased $126 million face amount of
Notes at a cost of $94 million1, suggesting a proactive
approach toward enhancing the corporation’s financial
flexibility; and iv) comments on the company’s recent
conference calls and presentations committing to
“debt reduction” and “further strengthening of the
balance sheet.”
While subsequent events at the company largely support
our thesis (a thesis developed with our colleagues on the
1
As of September 30, 2009, Energy XXI had repurchased $126 million of Notes at an average price of 72.13 ($90.9 million) plus
accrued interest. Source: Company 10-Q.
2
Journal Communications publishes the Milwaukee Journal Sentinel newspaper and owns radio and television stations.
13
Third Avenue credit team), the investment continues to
face a number of hard-to-handicap risks, chief among
them: i) operational risk (hurricane season starts in June!);
ii) political risk (uncertainty related to how the Obama
administration might change the industry tax regime or
rules on access to reserves); and iii) deal risk (the possibility
that significant new leverage is introduced as the result of
either a debt-financed acquisition or a takeover of the
company by a highly leveraged acquirer).
The Fund’s investment in the distressed debt of Ply Gem
Industries, a well-managed and leading building products
manufacturer and distributor, came to a close this quarter.
The First Lien Notes, purchased by the Fund at prices
ranging from 55 cents to 65 cents on the dollar in late
2008 and early 2009, were sold in the last few months at
prices between 95 and 106. Talk about swings in investor
sentiment! With the help of a juicy 113⁄4% coupon, the
investment generated a 71% internal rate of return. We
should have owned more of it.
Less satisfying and more sobering results were produced
among some of the other disposals during the quarter.
Realized losses in the Fund’s investment in Journal
Common2, for example, reminded us that negative secular
industry trends combined with a deep recession can
overwhelm even competent and earnest management
teams and make an apparently cheap valuation almost
irrelevant.
In late November 2009, Fund Management purchased a
one-year, out-of-the-money put option on the Japanese
yen as it approached 87 (versus the U.S. dollar). Given the
Fund’s large, common stock investments in two, primarily
domestic-oriented Japanese companies, Parco and
Sapporo, we viewed the two percent premium as a
reasonably cheap “insurance policy” against a significant
weakening of that currency during 2010.
THE CHECKLIST MANIFESTO
I recently made a small dent in my growing backlog of
reading material when I got around to reading Dr. Atul
Gawande’s The Checklist Manifesto.1 The book takes the
reader on an easy journey through complex systems found
in everything from aviation and hospital intensive care
units to construction and concert production. The
Manifesto highlights the importance of checklists as a way
to “get the simple stuff right,” and their undeniable role in
reducing errors big and small within those processes. I am
reminded of the Manifesto because it is that time of year
when we, as analysts, prepare for the avalanche of year-end
corporate results announcements and move through our
own – decidedly more modest – version of “checklists.”
Checklists can be good or bad and are subject to user error.
But in the end, good checklists should be thought of as a
“cognitive net”, relatively simple, subject to human
judgment, and wrapped in communication and procedure.
When considering a new investment or thinking about the
health of the holdings in the Fund’s current portfolio, our
checklist starts with four basic areas:
• BUSINESS FUNDAMENTALS
Does the company still have attractive investment and
growth opportunities over the medium to long term?
Can we identify tangible paths toward growth in per
share business value? How has the operating
environment changed (e.g., stemming from
competition, technology, regulatory), if at all, since our
original thesis? How might the current industry
business cycle look different than the last one? Are
problems more temporary or secular in nature?
• MANAGEMENT
Has management done what they said they would?
Have they allocated capital sensibly? Are they acting
with integrity and urgency in the business? Are their
incentives and compensation aligned with those of the
shareholders?
* “Safe” means the companies, in our judgment, have strong finances, competent management, and an understandable business.
“Cheap” means that, in our judgment, we can buy the securities for significantly less than what a private buyer might pay for
control of the business.
1
The Checklist Manifesto, How to Get Things Right, Gawande, Atul, Metropolitan books, 2009.
14
• VALUATION
Viewed from multiple perspectives, what sort of
discount does the public market price imply measured
against a conservative estimate of the company’s
intrinsic value? How might the company’s finances
explain the valuation? Is there a clear asymmetry
between minimizing any downside and the
investment’s prospective upside?
• FINANCIAL STRENGTH
Does the company have adequate resources for the
current and future needs of the business? Could the
balance sheet withstand a significant and prolonged
business downturn? Might the company become
financially constrained by onerous debt covenants?
What contingencies are not on the balance sheet, but
of potentially significant economic import? Do the
credit markets have an opinion on the company
underlying the Fund’s equity holding?
This is not an exhaustive list, but only illustrative of the
kinds of questions we ask ourselves in assessing whether
our investments continue to fit our “Safe and Cheap*”
investment philosophy. We recognize that no investment is
perfect. But in the spirit of continuous process
improvement and error reduction, we have made
refinement of our “checklist” a high priority for 2010.
I look forward to writing you again when we publish our
Semi-Annual Report dated April 30, 2010. Thank you for
your continued loyalty and support.
Sincerely,
Curtis R. Jensen
Chief Investment Officer and
Portfolio Manager of
Third Avenue Small-Cap Value Fund
 Third Avenue Real Estate Value Fund
Notional Amount
or Number of Shares New Positions Acquired (continued)
$80,000,000 Japanese Yen Currency Put - ¥95 strike,
expires 1/28/11 (“Yen Currency Put”)
6,331 shares NTT Urban Development Corp.
Common Stock (“NTT Urban Common”)
Increases in Existing Positions
MICHAEL H. WINER
10,742,000 shares Hysan Development Company Ltd.
PORTFOLIO MANAGER OF THIRD AVENUE Common Stock (“Hysan Common”)
REAL ESTATE VALUE FUND
272,000 shares Mitsubishi Estate Company Ltd.
Common Stock (“Mitsubishi Common”)
Dear Fellow Shareholders: 131,000 shares Mitsui Fudosan Company Ltd.
Common Stock (“Mitsui Common”)
At January 31, 2010, the end of the first fiscal quarter of
16,401,804 shares Quintain Estates & Development plc
2010, the unaudited net asset value attributable to the
Common Stock (“Quintain Common”)
72,553,096 shares outstanding of the Third Avenue Real
Estate Value Fund (the “Fund”) was $19.44 per share, for 3,319,677 shares Songbird Estates plc Common Stock
both the Institutional and Investor share classes. This (“Songbird Common”)
compares with an audited net asset value of $19.60 per 750,000 shares Sun Hung Kai Properties Ltd.
share at October 31, 2009, and an unaudited net asset Common Stock
value of $13.20 per share at January 31, 2009, both (“Sun Hung Kai Common”)
adjusted for subsequent distributions to shareholders of 5,009,100 shares Thomas Properties Group, Inc.
the Institutional share class. At February 16, 2010, the Common Stock (“Thomas Common”)
unaudited net asset value was $19.85 per share, for both 3,114 shares Vornado Realty Trust Common Stock
the Institutional and Investor share classes. (“Vornado Common”)
QUARTERLY ACTIVITY Decreases in Existing Positions
1,100,000 shares British Land Company plc
The following summarizes the Fund’s investment activity Common Stock
during the quarter: (“British Land Common”)
Investment Amount New Positions Acquired
5,000,000 shares CapitaLand Ltd. Common Stock
$16,000,000 Alliance Bernstein Legacy Securities (“CapitaLand Common”)
(C1), L.P. Limited Partnership Interest
(“Alliance Bernstein LP Interest”)

* Portfolio holdings are subject to change without notice. The following is a list of Third Avenue Real Estate Value Fund’s 10
largest issuers, and the percentage of the total net assets each represented, as of January 31, 2010: Forest City Enterprises, Inc.,
8.63%; Henderson Land Development Co., Ltd., 6.25%; Brookfield Asset Management, 5.23%; Vornado Realty Trust, 3.95%;
Newhall Holding Co. LLC, 3.59%; Wheelock & Co., Ltd., 3.45%; Mitsubishi Estate Co., Ltd., 2.97%; Hammerson PLC,
2.97%; Mitsui Fudosan Co., Ltd., 2.93%; and Sun Hung Kai Properties, Ltd., 2.79%.

15
Principal Amount Decreases in Existing Positions Quintain, a U.K.-based real estate operating company
or Number of Shares (continued) focused on urban regeneration projects in central London.
3,500,000 shares Hammerson plc Common Stock After encountering a 40% decline in the appraised value of
(“Hammerson Common”) its real estate holdings during 2008 and the first half of
3,985,000 shares Hang Lung Properties Ltd. 2009, Quintain elected to solidify its financial position
Common Stock (“Hang Lung Common”) and announced in November 2009 that it would raise
13,000 shares RAIT Financial Trust
£181 million of additional equity through a fully
7.75% Series A Preferred Stock underwritten rights offering. The Fund subscribed to the
(“RAIT Series A Preferred”) offering by exercising its rights to purchase three new
shares of Quintain Common for each share previously
167,600 shares RAIT Financial Trust
owned. Fund Management deemed this to be an attractive
8.375% Series B Preferred Stock
use of capital, as the new shares were purchased at more
(“RAIT Series B Preferred”)
than a 60% discount to the company’s adjusted net asset
7,428,000 shares Wheelock & Company Ltd. value. The proceeds were used to reduce debt levels,
Common Stock (“Wheelock Common”) position the company to maintain progress on its key
Position Eliminated large-scale, mixed-use redevelopment projects (Wembley
$16,215,000 Brookfield Asset Management, Inc. and Greenwich Peninsula), and provide the capacity to
7.125% Senior Notes due 6/15/2012 make opportunistic investments alongside its partners in
(“Brookfield Notes”) its fund management business.
DISCUSSION OF SIGNIFICANT QUARTERLY ACTIVITY Thomas Properties is a U.S. real estate operating company
that acquires, develops, owns and manages a portfolio
As noted in last quarter’s Letter to Shareholders, the Fund
consisting primarily of office, as well as mixed-use
has been building cash reserves in anticipation of buying
residential, properties nationwide. In addition to direct
opportunities. At quarter-end, the Fund had 18.4% of its
ownership of properties, the company owns several
net assets in cash or equivalents, plus 8.3% in performing
properties in joint ventures with institutional investment
debt securities that are easily convertible into cash. During
partners. As many U.S. real estate companies did in 2009,
the quarter, the Fund decreased several holdings based on
the company attempted to raise equity through a public
proper position sizing relative to valuation, including
offering of common shares (pursuant to a previously filed
British Land Common (U.K.), CapitaLand Common
shelf registration statement). Market conditions were not
(Singapore), Hammerson Common (U.K.), Hang Lung
ideal at the time of the company’s proposed offering
Common (Hong Kong) and Wheelock Common (Hong
(October 2009), causing the company to postpone the
Kong). Market volatility created opportunities for the Fund
offering. In December 2009, Fund Management entered
to increase several holdings at discounted prices, including
into discussions with company management to purchase
Hysan Common (Hong Kong), Mitsubishi Common
approximately 5 million shares of common stock at a 15%
(Japan), Mitsui Common (Japan), Songbird Common
discount to the current market price (which represented a
(U.K.) and Sun Hung Kai Common (Hong Kong).
discount to conservative estimates of net asset value). The
The Fund participated in direct equity raises by two of its equity raise enabled the company to opportunistically pay
longstanding holdings – Quintain Common and Thomas off debt on one of its office properties at a substantial
Common. The Fund participated in a rights offering for discount to the balance outstanding.

16
The Fund invested $16 million of its $40 million
commitment to the Alliance Bernstein Legacy Securities
(C1), L.P. (“AB Fund”). The management group of the AB
Fund is one of the nine fund managers pre-qualified by the
U.S. Treasury for co-investment under the U.S.
government’s Public-Private Investment Program
(“PPIP”). Under the terms of PPIP, the U.S. Treasury
provides matching equity capital with private investors in
addition to providing attractive senior financing equal to
the total amount of equity raised. The AB Fund may raise
up to $1.1 billion of private capital that would be matched
with $1.1 billion of capital and $2.2 billion of senior debt
from the U.S. Treasury. PPIP was designed to help cleanse
U.S. financial institutions of “Legacy Securities” –
specifically, commercial mortgage backed securities
(“CMBS”) and non-Agency residential mortgage backed
securities (“RMBS”) that had ratings of AAA/Aaa when
originally issued. The underpinning of PPIP is the U.S.
Treasury’s view that market prices for many assets today
reflect substantial liquidity discounts due to the financial
crisis and, therefore, valuations may be significantly below
what would be expected in normal functioning markets.
Enhanced price discovery and liquidity in these markets
should help free up capital and allow U.S. financial
institutions to increase lending.
The AB Fund will access the equity capital and debt
financing available from the U.S. Treasury to acquire
eligible Legacy Securities. The objective of the AB Fund is
to generate attractive long-term returns by conducting
top-down security analysis with bottom-up hard asset
insights through its advisor and sub-advisors, who
collectively bring extensive experience in mortgage
underwriting and investing, hard-asset and distressed-asset
expertise, mortgage servicing and special servicing. Rialto
Capital Management is one of the sub-advisors. Rialto’s
founder and CEO is Jeffrey Krasnoff, the former CEO of
LNR Property Corp. (one of the Fund’s most successful
investments several years ago). The AB Fund has a stated
investment period of three years and a term of up to ten
17
years. The advisor receives a management fee of 1% per
year on net asset value. Incentive fees are payable to the
general partner and the U.S. Treasury totaling 20% of
profits after an 8% preferred return to investors. The U.S.
Treasury senior debt facility earns interest at LIBOR plus
1% and is due and payable in ten years. After payment of
interest, fund expenses and the 8% preferred return,
principal repayments on the senior debt facility will be
50% of cash flow during years one to three; 75% of cash
flow during year four; and 100% of cash flow thereafter
until the facility is paid in full.
The Fund purchased a Japanese yen currency put with a
notional amount of $80 million. The Yen Currency Put
has a strike price of ¥95 and expires on January 28, 2011.
In November 2009, the exchange rate for Japanese yen to
the U.S. dollar reached a 15-year high of approximately
¥86/dollar. The average over the last 15 years was
approximately ¥112.5/dollar. Since the Fund first
acquired Japanese common stocks in early 2007, the
dollar has depreciated versus the yen by about 35%.
During this period, the Fund greatly benefited from not
having hedged its yen exposure. The Fund held
investments (common stocks of Japanese real estate
companies) valued at approximately $100 million on the
date it purchased the put. The currency hedge protects
about 80% of the Fund’s yen-denominated investments
against a strengthening of the dollar versus the yen by
more than 10% through January 2011. Fund
Management does not necessarily have a long-term view
on foreign currency exchange rates, but it seemed prudent
to hedge against a weakening yen after reaching near
historic levels. At January 31, 2010, the yen spot price was
¥90.48.
The Fund sold $16,215,000 face amount of Brookfield
Senior Notes at an average price of 106.5% of face
amount. The Fund purchased the Brookfield Senior Notes
in December 2008 at a cost of 68.4% of face amount, for
an annualized return of 69%.
ASSET BUBBLE IN CHINA? adjusts its policies to achieve its long-term goals. Whether
these cycles will be coupled with violent swings in asset
Media coverage over the last few months would lead
prices (bubbles) and social unrest is unknowable.
investors to believe that China’s growth story has come to
an end and that the property markets have entered a Fund Management is optimistic that the Fund’s investments
pricing bubble that is certain to result in a U.S.-style real
in Hong Kong property companies are the most prudent
estate downturn. Here are a few examples of recent way to capitalize on the long-term economic growth of East
headlines from the mainstream press: Asia. At quarter-end, the Fund had 20% of its net assets
“China Seeks to Tame Boom, Stirs Growth Fears” invested in common stocks of seven Hong Kong real estate
– The Wall Street Journal, January 19, 2010 operating companies. These companies have invested
meaningful sums in mainland China, but have done so in
“Mainland Property Bubble what seems to be a measured and
Expands” – South China
Morning Post, December 31, “Fund Management believes timely fashion (e.g., commercial
developments in prime locations in
2009 that, over the next five, ten major cities and early land
“Cooling this Hot Market will and twenty years, mainland purchases for residential
test Beijing to the Full” developments in second-tier cities).
– South China Morning Post,
China will continue to be one But the vast majority of their assets
January 23, 2010 of the fastest-growing (approximately 75% on average)
are in Hong Kong, and diversified
“World Bank voices concerns economies in the world, among commercial properties
about Chinese property and Hong Kong real estate (long-term value growth) and
prices” – Property Wire, residential developments (highly
January 26, 2010 companies will be among
profitable and cash generative).
“Bubble Trouble in Chinese the prime beneficiaries
For several years, Fund
Real Estate?” – Forbes, January of that growth.” Management has emphasized that
25, 2010 the investments in Hong Kong are
Fund Management is by no means proficient at making a conservative means to capitalize on the expected long-
economic forecasts – it’s just not what we do. But we do try term economic growth of mainland China. Recently,
to understand how the nuances of the Chinese economy however, it has become apparent that many market
may impact the financial soundness and long-term growth participants view Hong Kong and China as
prospects for the Hong Kong-based companies in which the indistinguishable. Fund Management believes that there
Fund owns common stock. Fund Management believes is, indeed, a very clear distinction between Hong Kong
that, over the next five, ten and twenty years, mainland and China – both economically and in their respective
China will continue to be one of the fastest-growing property markets.
economies in the world, and Hong Kong real estate MAINLAND CHINA
companies will be among the prime beneficiaries of that
growth. Long-term growth seems fairly certain, but it will by The Chinese government’s stated economic growth
no means be linear. There will no doubt be multiple growth policies include massive urbanization of the population.
spurts and temporary setbacks as the Chinese government An estimated 300 million people will move from rural

18
areas to urban areas by 2020 – a trend that has obvious risk cutting into one of its main sources of revenue for the
implications on real estate related activities. Eastern China provinces. Curtailing economic growth could result in
(the coastal regions) has already reached urbanization levels massive unemployment, which could lead to social
above 50%, whereas Central China has many more areas instability. On the other hand, failing to curtail increases in
with urbanization levels below 30%. Consumer spending housing prices and investor speculation creates the risk
rises dramatically as urbanization rates rise, providing a that average homebuyers will be priced out of the market,
major boost to domestic demand. As China’s domestic which could also lead to social instability. Clearly the
demand (consumption of goods and services) grows, its Chinese government will be conducting a balancing act in
reliance upon manufacturing/exports to drive economic 2010 and nobody is in a position to accurately predict the
growth will decline – creating a more balanced economy outcome – especially Fund Management.
with sustainable growth.
HONG KONG
Residential property prices and transaction volumes
Hong Kong has a population of about 7 million people
reached record levels in 2009 as a result of China’s massive
living in total land mass of approximately 426 square miles
economic stimulus program and supportive housing
(much of which is undevelopable due to the mountainous
policies were implemented in December 2008. Chinese
terrain). For comparison, New York City has a population
authorities recently became concerned that rapid price
of about 8.5 million people in a total land mass of 305
increases and the threat of excess speculation could drive
square miles. Hong Kong became a “special administrative
prices beyond affordability for average homebuyers. This
region” of China in 1997 after Great Britain’s 99-year lease
resulted in the central government instructing banks to
expired and sovereignty was transferred to China with the
tighten lending standards and put up more reserves from
stipulation that Hong Kong would retain its laws and a
deposits. While it is apparent that the authorities have
high degree of autonomy for at least 50 years after the
responded sensibly to avoid property price bubbles, it is
transfer. Hong Kong runs its own capitalistic economic
also clear that they are not trying to drive a collapse in
and political system that is different than China. Hong
prices. Even so, the “experts” cannot agree whether there
Kong is responsible for its domestic affairs, including, but
will be a sharp correction in housing/land values that could
not limited to, the judiciary, immigration and customs,
send shock waves throughout the economy or the
public finance and currency.
government will successfully negotiate a soft landing.
Hong Kong is one of the world’s leading financial centers,
Nearly half of all local government revenue comes from
with one of the world’s greatest concentrations of corporate
selling state-owned land to private property developers.
headquarters in the Asia-Pacific region. The Hong Kong
Furthermore, the central government depends on real
stock exchange is one of the largest in the world – in 2009
estate development to fuel economic growth – the
it had the largest volume of initial public offerings of any
property sector affects dozens of related industries and the
major stock exchange. Hong Kong’s currency is the Hong
health of the real estate sector is critical to the overall
Kong dollar, which has been pegged to the U.S. dollar since
health of the Chinese economy. Recent figures released by
1983. Hong Kong’s capitalistic (market driven) economy,
the Ministry of Land and Resources showed that the
rule of law, location (proximity to southern China),
government netted 1.6 trillion yuan ($234 billion) from
climate, educational institutions, public transportation,
selling approximately 1,200 square miles of land (nearly
cosmopolitan culture and large English-speaking population
three times Hong Kong’s land mass) in 2009. This
make it a highly desirable location for international
represented 40 percent of the nation’s recent stimulus
businesses to operate and find a deep talent pool.
package. The government’s efforts to cool the market may

19
Hong Kong’s economy has had its share of booms and busts,
and was greatly impacted by the Asian financial crisis in
1998 and the SARS outbreak in 2003. However, the recent
global financial crisis has had far less negative impact on
Hong Kong’s economy than on most Western economies.
Furthermore, the Hong Kong economy has turned around
quickly – in large part benefiting from the massive fiscal
stimulus from mainland China and the extraordinary
monetary easing measures imported from the U.S. Federal
Reserve. However, mortgage lending standards in Hong
Kong are very stringent – with average loan-to-value ratios
of 62% – and about 25% of residential purchases are made
with no debt. Compared to previous loose lending practices
of Western banks that led up to the financial crisis, it is hard
to imagine Hong Kong suffering the same fate.
As in mainland China, experts can’t agree whether or not
there is a bubble forming in Hong Kong. Hong Kong
authorities have become concerned about rising asset
prices; however, the dynamics that might cause a property
bubble in mainland China (e.g., massive economic
stimulus programs designed to urbanize the population
and create consumer demand) are not causes for concern
in Hong Kong. On the contrary, Hong Kong is already
one of the most urbanized areas in Asia and it has an
extremely limited land supply to support residential
development. The majority of new land supply for
residential development is in the New Territories, outside
the urban center. The volume of government land auctions
has been steadily declining over the past decade, creating a
severe lack of supply for new construction. Demand for
homes, especially luxury homes – generally defined as
those costing at least HK$10 million ($1.28 million) –
continues to be very strong, despite the 29% increase in
home prices in 2009. Foreign citizens have become an
increasing part of Hong Kong’s permanent population, as
Hong Kong’s robust economy and transparent legal and
property rights system continue to attract businesses and
talent from other developed countries. Additionally,
affluent mainland Chinese families can diversify their
20
wealth and gain access to Hong Kong’s educational system
by purchasing luxury homes.
Nearly all of the discussions about property bubbles (in
China and/or Hong Kong) are centered on the
residential/housing markets. The Fund owns common
stocks in seven Hong Kong real estate operating
companies which, collectively, have over 77% of their
assets invested in commercial properties (e.g., retail and
office). The Hong Kong office sector suffered from higher
vacancy rates and declining market rents during the global
financial crisis, but banking, financial services and
multinational companies are all reporting expectations of
recruiting more staff – a strong indication that office rental
rates will be increasing and vacancy rates will tighten. The
fact that there will be very little new supply of Class A
office buildings for the next few years bodes well for office
landlords. Hong Kong retail properties have benefited
from the rebound in tourist arrivals from the mainland,
improvement in the labor markets and overall positive
consumer sentiment.
THE BOTTOM LINE
The Fund has approximately 20% of its net assets invested
in the common stocks of extremely well-financed Hong
Kong real estate operating companies. Each has a long track
record as a publicly-traded company with talented
management teams that have been through numerous
cycles. Each company has navigated the recent financial
crisis by remaining conservatively financed and disciplined
about making investments in land and new developments.
Since 2006, two dozen mainland Chinese development
companies have completed initial public offerings with
shares listed on the Hong Kong stock exchange. The Fund
has not invested in any of these “Johnny-come-lately”
developers for several reasons including, but not limited to,
their lack of public track records, unproven management
teams, high price-to-book, high debt levels and lack of
discipline when bidding in land auctions. Fund
Management believes that the Fund is extremely well
positioned to take advantage of long-term growth in Asia,
and importantly, notwithstanding the potential for cyclical
booms and busts, with a very low probability of permanent
impairments.
I look forward to writing to you again, when we publish our
Shareholder Letter for the quarter ending April 30, 2010.
Sincerely,

Michael H. Winer
Portfolio Manager,
Third Avenue Real Estate Value Fund

21
 Third Avenue International Value Fund
Principal Amount
or Number of Shares New Positions Acquired
278,270 shares Alma Media Corp. Common Stock
(“Alma Common”)
411,052 shares Cenovus Energy, Inc. Common Stock
(“Cenovus Common”)
$2,401,000 WBL Corporation Limited
2.5% Convertible Bonds due
AMIT B. WADHWANEY June 2014 (“WBL Converts”)
PORTFOLIO MANAGER OF THIRD Number of Shares Increases in Existing Positions
AVENUE INTERNATIONAL VALUE FUND
54,261 shares Andritz AG Common Stock
(“Andritz Common”)
Dear Fellow Shareholders:
125,500 shares Asatsu-DK, Inc. Common Stock
At January 31, 2010, the unaudited net asset value (“Asatsu Common”)
attributable to the 93,948,341 shares outstanding of the 346,860 shares EnCana Corporation Common Stock
Third Avenue International Value Fund (the “Fund”) was (“EnCana Common”)
$14.93 per share, for both the Institutional and Investor
163,000 shares Mitsui Fudosan Co., Ltd. Common
share classes. This compares with the Fund’s audited net
Stock (“Mitsui Fudosan Common”)
asset value at October 31, 2009 of $15.00 per share, and an
unaudited net asset value of $10.59 per share at January 31, 238,992 shares Montpelier Re Holdings Ltd.
2009, both adjusted for a subsequent distribution to (“Montpelier Re Common”)
shareholders of the Institutional share class. At February 16, 11,772,710 shares Resolution Limited Common Stock
2010, the unaudited net asset value was $15.05 per share (“Resolution Common”)
and $15.06 per share for the Institutional and Investor 81,852 shares Sampo Oyj - A shares
share classes, respectively. (“Sampo Common”)
QUARTERLY ACTIVITY 227,100 shares Tokio Marine Holdings, Inc.
Common Stock
In the most recent quarter of operations, the Fund (“Tokio Marine Common”)
established new positions in three securities, added to 5,643,000 shares WBL Corporation Limited
positions in the common stocks of ten companies, Common Stock (“WBL Common”)
eliminated one position and reduced the position in one
107,917 shares Weyerhaeuser Company Common Stock
holding. (“Weyerhaeuser Common”)

* Portfolio holdings are subject to change without notice. The following is a list of Third Avenue International Value Fund’s 10
largest issuers, and the percentage of the total net assets each represented, as of January 31, 2010: WBL Corp., Ltd., 9.01%;
Viterra, 5.71%; Netia S.A., 5.56%; Yuanta Financial Holding Co., Ltd., 3.09%; United Microelectronics Corp., 3.04%; Brit
Insurance Holdings PLC, 2.83%; Sanofi-Aventis SA, 2.73%; ; Compagnie Nationale A Portefeuille, 2.72%; Guoco Group, Ltd.,
2.67%; and Sampo Oyj, 2.66%.

22
Number of Shares Position Eliminated
95,915,023 shares GuocoLeisure Limited Common Stock
(“GuocoLeisure Common”)
Position Reduced
1,191,000 shares Viterra, Inc. Common Stock
(“Viterra Common”)
REVIEW OF QUARTERLY ACTIVITY
During the quarter ended January 31, 2010, Fund
Management added a new position to the Fund, an
investment in the common shares of Alma Media Corp.
(“Alma”), a Finnish print and online media company. Alma
publishes national and regional newspapers in Finland, a
well-respected national business newspaper, and also offers
online versions of its print publications. Unrelated to
Alma’s print publications are several highly successful
commercial websites which the company also operates.
For a period of years, Fund Management has been
following, with interest, transformational challenges which
have been presenting themselves to most global media
companies. In addition to the well-documented challenges
which have confronted the industry in relation to shifts in
the forms and ways in which media is consumed (e.g.,
print versus digital), more recently a particularly severe
cyclical downturn has compounded these difficulties
facing media companies. To the benefit of Alma, its
management and board were early to recognize
technological threats to the company’s traditional print
media business, and began building a separate commercial
online operation addressing the areas of greatest
vulnerability, specifically classified advertising (i.e., real
estate, automotive and employment advertisements).
Meanwhile, the valuation assigned to Alma in public
markets, at the time of the Fund’s purchase, appeared to
attach a perception of permanence to the current
depressed level of advertising spending.
In addition to its inexpensive valuation, attractions to Alma
include a profitable and rapidly growing online media
business and a print publications business which, unlike
23
many global peers, remains impressively profitable (i.e.,
operating margins in the high-teens). Added appeal on the
print side of Alma’s business is its minimal capital
expenditure requirements, which allow for an unusually
high conversion of profit into unencumbered cash flow.
Also uncommon for a company of Alma’s type is its pristine
balance sheet, which enables cash profits to be used for
opportunistic acquisitions on occasion, though they are
more commonly used to fund distributions to shareholders.
Lastly, the Finnish media sector has for decades undergone
various waves of consolidation. Alma, in several ways,
appears to represent a likely lynchpin in what may be the
last significant wave of Finnish media sector consolidation.
Also during the quarter, a previously announced resource
conversion event involving one of the Fund’s holdings,
EnCana Corp. (“EnCana”), was completed, resulting in an
addition to the Fund, Cenovus Energy Inc. (“Cenovus”),
albeit a new position in name only. EnCana completed its
previously announced plans to split the pre-existing
company into two highly focused energy companies by
spinning off Cenovus, an integrated oil company, from
EnCana, the latter of which, going forward, will consist
primarily of natural gas-related assets. The transaction was
designed to enhance long-term value for shareholders by
creating two sustainable, independent, publicly-traded
companies, each with an ability to employ operational
strategies best suited to its unique assets and business plans.
The only position eliminated by the Fund during this
quarter was GuocoLeisure Common. During the period in
which the Fund has owned GuocoLeisure Common
(originally purchased when it was named BIL
International Ltd.), a significant shareholding in this
company has been accumulated by Guoco Group Ltd.
(“Guoco”), another of the Fund’s long-term holdings. This
has a major implication from the Fund’s perspective.
Initially, what were two different standalone investments
with independent risk factors affecting their fortunes, have
now effectively become one, representing meaningful risk
aggregation on the part of the Fund. In light of the fact
that Guoco, with considerable on-balance sheet liquidity, there is undoubtedly a meaningful amount of uncertainty
is a far better capitalized entity relative to GuocoLeisure, and debate as it relates to the current status of the Chinese
we chose to retain our shares of Guoco in preference to the economy and the effects that any dramatic shifts might
latter. have upon global markets, we take comfort in the way in
which the Fund has been constructed, and the forms
CHINA BUBBLE?
through which the Fund has invested in and is currently
We suspect that over the past few months, even the most exposed to China.
voracious consumers of financial and economic media have
Our comfort is a function of the consistency with which we
been satiated (perhaps even inundated) by the sheer
have applied our bottom-up investment philosophy to the
quantity of viewpoints and predictions, made from all
Fund’s current sources of exposure to China. To wit, any and
angles, on the question of whether
all exposure to the Chinese
China is yet another bubble
waiting to burst, or if its fast- “And while there is undoubtedly economy which currently can be
found in the Fund is a result of our
growing economy will instead a meaningful amount of individual security selection based
continue to move along at a brisk uncertainty and debate as it upon the following criteria, among
pace, short-term speed bumps
others: strong financial positions
notwithstanding. Much ink has relates to the current status of
that protect our holdings from any
been spilt inveighing about a the Chinese economy and the
reliance upon recurring access to
potential “bubble” in Chinese
asset valuations, and about the effects that any dramatic shifts capital markets, which are
notoriously fickle; strong
impact that the deflation of these might have upon the world management teams with impressive
asset values will inevitably have on markets, we take considerable
track records of generating growth
the banking system in the nation,
in shareholder wealth over the long
and ultimately on securities prices. comfort in the way in which the
term; and attractive valuations (i.e.,
As an investor in securities Fund has been constructed, meaningful discounts to our
worldwide, there are inevitably and the forms through which conservative estimates of net asset
linkages that a number of the the Fund has invested in and is value), which we believe are
Fund’s holdings have to events and difficult to find along the more
economic developments in China. currently exposed to China.” fashionable, well-trodden paths
For now, we will opt to leave it to taken by many investors seeking to
the prognosticators to look into their crystal balls and invest in China. Also, as we have noted in the past, the
apprise us of whatever they see awaiting the Chinese valuations at which the Fund is willing to invest in a
economy and financial markets in the near term. We do not company are based only upon our view of the here and
spend much time predicting short-term, macroeconomic now, rather than upon any optimistic expectations of
variables, as such forecasts have, we believe, proven future prosperity. We believe that investing in securities
troublingly inaccurate more times than not over the course which are extremely well financed, well managed, and are
of history. We do, however, spend a significant amount of priced cheaply on an as-is basis, positions the Fund to
our time considering, on a bottom-up basis, the potential benefit if said great expectations were to actually
risks facing both the Fund’s holdings on a security-specific materialize, while protecting the Fund on the downside if
level, as well as the Fund’s portfolio as a whole. And while such predictions prove to be overly optimistic.

24
As noted earlier, many of the Fund’s holdings are
positioned to benefit over the long term from continued
growth in the Chinese economy. However, while the
eventuation of an optimistic scenario in the region would
likely provide meaningful upside to these holdings, it is
important to note that we have not paid up for any
presupposed growth. To the contrary, we have invested in
companies valued cheaply based on today, and which are
fortified by strong balance sheets and proven management
teams. A related point is that we believe a significant
portion of the Fund’s “exposure” to China could be
characterized more in the form of “option value” which
could potentially be realized in the future, rather than
existing value which supports our core investment thesis.
In other words, while some of the Fund’s holdings are
positioned to benefit from continued growth in China, no
such expectations are embedded into our estimates of their
current, respective intrinsic values. The following examples
of some Fund holdings will hopefully better illustrate these
points.
We have recently written about Graz, Austria-based
Andritz AG, a designer and manufacturer of industrial
machinery used in the production of pulp, hydropower,
steel, etc. Andritz would in all likelihood benefit
substantially if the Chinese economy were to continue to
grow briskly for the foreseeable future. For example,
Chinese citizens still consume only a small fraction (i.e.,
less than 25%) of the amount of paper – as measured by
paper consumption per capita – which is consumed by
their North American and Western European
counterparts. Should China’s economy continue to grow
rapidly, the concurrent improvement in living standards
would likely result in an increase in Chinese demand for
products such as tissue and office paper, which in turn
would result in an increase in demand for Andritz’s parts
and machinery used in the production of pulp.
Additionally, as a significant supplier of downstream steel
processing equipment in China, Andritz would likely
benefit from continued growth in the nation’s industrial
production. However with all of that said, it is important
25
to note that we believe that Andritz offers a compelling
investment opportunity even in the event that the
aforementioned upside potential in China fails to
materialize. The company’s financial position, with
roughly A630 million in net cash, is very strong, and
provides a cushion with which to absorb short-term
weakness in demand. Andritz’s management team has an
excellent long-term (i.e., over 10-year) track record of
creating value by operational discipline as well as through
smart acquisitions at bargain prices, and CEO Wolfgang
Leitner owns about 29% of the company, thereby aligning
management’s interests with those of the Fund. Also,
Andritz’s long-term growth opportunities are not solely
confined to China alone. For example, the company
should benefit from long-term trends such as growing
demand for renewable sources of energy, including
hydropower and biomass power generation, two areas for
which Andritz is a leading supplier of equipment and
machinery. Finally, the Fund did not pay up for any of the
aforementioned upside as it relates to the prospects of
continued Chinese growth; on the contrary, shares of
Andritz were purchased at a meaningful discount to our
estimate of net asset value, and at a mid single-digit
multiple of operating profit, while attributing zero value to
the company’s growth opportunities or the proven ability
of its excellent management team to create value through
resource conversion.
Antarchile S.A. is a Chilean holding company whose
principal holdings include a stake in Empresas Copec S.A.
(“Copec”), an industrial conglomerate involved in several
businesses, including pulp, paper and wood products
manufacturing. The fortunes of this part of Copec’s
business are linked to some degree to Chinese demand for
pulp, paper and wood products. Given a relative lack of
fiber resources located within China, continued growth in
the Chinese economy would provide upside for Copec in
the form of continued growth in demand for the
company’s pulp and forest products. However, this
“optionality” notwithstanding, the as-is value of Copec,
and Antarchile by extension, is neither inextricably linked
to, nor dependent upon an extrapolation of recent growth discount to net asset value, an estimate which does not rely
trends in China into the future. China is but one of several upon optimistic assumptions of future growth.
key end markets for Copec’s wood products, and Copec
The fortunes of Hutchison Whampoa, Ltd., a Hong
also operates a domestic fuel distribution business across
Kong-based holding company with investments and
Chile which is highly profitable and cash generative.
operations worldwide, are linked to conditions in the
Additionally, unlike many companies with exposure to
Chinese economy in a number of ways. The company
China, Antarchile’s valuation was, in our view, quite
owns one of the largest container port operations in the
compelling on an as-is basis; at the time of purchase, the
world, with a significant proportion of these assets located
market capitalization of Antarchile was exceeded by the
in China. Other mainland Chinese assets, either held
value of its stake in Copec alone. The Fund was therefore
directly or indirectly, include interests in infrastructure and
able to acquire a number of Antarchile’s other businesses
real estate development properties. While Hutchison
for free, including a stake in Colbun, Chile’s largest
Whampoa would certainly benefit from continued growth
hydropower utility, as well as a number of fisheries
in China in the short term, we believe the company has a
businesses. As in the case of Andritz, Antarchile also has a
number of attractive attributes which position the
strong balance sheet and is run by what we believe is a very
company to perform well over the long term, short-term
strong management team. This is another well-financed,
economic volatility (in China and elsewhere)
well-managed Fund holding which would benefit from
notwithstanding. Hutchison Whampoa has a strong
continued growth in China, but whose attractive valuation
balance sheet, and its management team, led by Li Ka-
is not dependent on the realization of “blue sky”
Shing has periodically used its cash as a war chest during
expectations for China.
industry downturns to purchase assets being sold by peers
Guoco Group Limited (“Guoco”) is a Hong Kong-based with weaker balance sheets. Conversely, the company’s
holding company whose principal exposure to China can financial statements have frequently included significant,
be found in its interest in Guocoland Limited, a exceptional gains generated by timely asset sales, which
Singapore-based property developer with projects in China have contributed meaningfully to a solid long-term track
as well as Singapore, Malaysia, and Vietnam. While the record of growth in net asset value per share. Finally, the
possibility of continued rapid growth in China provides Fund’s shares of Hutchison were purchased at prices which
meaningful upside potential for the Fund’s investment in we believe reflect a meaningful discount to net asset value,
Guoco, this asset rich company has interests in a number and which attribute minimal to no value to the company’s
of other areas, including Malaysian financial services sizeable 3G telecommunications assets.
(through Hong Leong Financial Group Bhd) and U.K.
Leucadia National Corp. (“Leucadia”) is a U.S.-listed
hotels (through GuocoLeisure). We believe that in
holding company. Its portfolio, which consists of various
addition to developments within investee companies (e.g.,
investments in the U.S. and elsewhere, includes equity and
real estate development within and outside China and
royalty interests in a large-scale Australian iron ore mining
growth of financial service offerings), Guoco has further
operation, investments which would clearly have
opportunities to grow its net asset value at the holding
substantial upside in the event of continued, strong
company level through timely asset dispositions and the
Chinese demand for iron ore. However, there are a
opportunistic deployment of its considerable liquid
number of attractive attributes independent of its exposure
resources. Guoco has a strong financial position as a result
to China, which we believe make the Fund’s investment in
of past asset sales, and its valuation is attractive at a
Leucadia a compelling one. Historically, Leucadia’s stock

26
has rarely been cheap. However, in early 2009 general
market conditions as well as the reaction to mark-to-
market write-downs of some of its listed investments (as
well as deferred tax assets) brought Leucadia’s price down
to unusually attractive levels. That Leucadia’s stock price is
rarely inexpensive is perhaps due primarily to the
company’s outstanding long-term investing track record;
under Ian Cumming and Joe Steinberg, Leucadia has
compounded its net asset value nearly 20% per year on
average, over nearly 30 years. Leucadia also has a
significant amount of potential tax assets which could
shield possible future realized investment gains from taxes.
Additionally, Leucadia historically has invested via unique
securities at different levels of the investee company capital
structure, while often obtaining elements of control. While
the Fund gained partial exposure to China through
Leucadia, it has done so through a management team with
an exceptional long-term track record of creating value
through methods not typically available to the average
investor, and at a price made possible by short-time
uncertainty, despite the company’s outstanding long-term
performance.
WBL Corporation Limited (“WBL”) is a Singapore-
listed holding company. WBL has significant urban
residential real estate investments in China, in various
stages of development, which would likely benefit from
strong economic performance from the Chinese economy.
However, a significant proportion of WBL’s asset value
consists of other investments, including majority stakes in
two publicly-listed flexible printed circuit businesses, MFS
Technology Ltd. and Multi-Fineline Electronix Inc.,
which are listed on the Singapore Stock Exchange and the
NASDAQ, respectively. In addition to these two
conservatively financed holdings, WBL owns a collection
of other, disparate assets from which the company could
potentially unlock significant value through resource
conversion events. For example, WBL owns an automotive
retailing business, from which it recently generated
considerable gains through the sale of certain property
assets associated with the business. We believe that further
27
value could potentially be unlocked from many of the
company’s assets in a similar manner. Also, it is worth
noting that WBL’s current real estate assets in China are not
the result of speculative purchases of land in recent years;
on the contrary, most of WBL’s land was obtained at a low
cost. Furthermore, we believe the current value of WBL’s
Chinese real estate portfolio, as implied by its current
market capitalization, is quite inexpensive as compared to
the market value ascribed to publicly-listed peers which
own comparable assets. Finally, WBL shares have been
purchased in the Fund at a significant discount to what we
believe is a conservative estimate of net asset value.
Yuanta Financial Holding Co., Ltd. (“Yuanta”) is a
Taiwanese holding company which, through its subsidiaries,
provides securities brokerage as well as commercial banking
services. Improving relations between Taiwan and China
have provided Yuanta with significant potential upside, in
that the company has invested in and is prepared to
commence brokerage operations within mainland China,
pending the required approvals. Comparable local Chinese
brokerage companies currently trade at far richer valuations
than Yuanta does, despite lacking the global distribution
that Yuanta possesses. However, while this opportunity
provides a significant amount of potential upside for
Yuanta, the investment remains an interesting and
attractive one even if the possibility of Chinese operations
fails to materialize. Yuanta remains a high-quality, well-
capitalized business, which was valued at what we believe
was a very attractive price at the time of purchase.
As noted earlier, we do not spend much time attempting
to predict the direction in which the Chinese economy
and/or Chinese asset values will head in the short term.
But what we have tried to illustrate with the examples
above is that, while the Fund has meaningful linkages to
China and has considerable upside potential linked to its
continued growth over the long term, we believe that the
Fund’s Chinese exposure is limited to investments in well-
financed, well-managed companies that are priced much
more attractively than are many of the more direct,
popular and fashionable alternatives offering such
exposure. By focusing on bottom-up fundamentals and Note that the preceding table should be viewed as an ex-
sticking to strict financial strength and valuation criteria, post listing of where our investments reside, period. As we
we believe that the Fund’s exposure to China has been have noted in prior letters, there is no attempt to allocate
obtained with a focus on minimizing risk (i.e., in terms of the portfolio assets among countries (or sectors) based
permanent impairments of capital) and on investing only upon an overarching macroeconomic view or index-
at discounts to our estimate of intrinsic value, without related considerations.
hanging our hats upon any forecasts or extrapolation of
I look forward to writing to you again when we publish our
future growth. Based on these attributes, we believe that
next quarterly report for the period ended April 30, 2010.
whatever stock market and asset value volatility may be
experienced in the short term, the Fund is well positioned Sincerely,
over the long term to generate satisfactory returns while
limiting investment risk.
GEOGRAPHICAL DISTRIBUTION OF INVESTMENTS
Amit Wadhwaney
At the end of January 2010, the geographical distribution Portfolio Manager,
of equity securities held by the Fund was as follows: Third Avenue International Value Fund
Percent
of Fund
______
Canada 10.61%
Japan 10.10%
Singapore 9.96%
Taiwan 6.12%
United Kingdom 5.74%
Poland 5.56%
Hong Kong 5.29%
United States 5.10%
Germany 4.97%
Finland 2.86%
New Zealand 2.81%
France 2.73%
Belgium 2.72%
Chile 2.21%
South Korea 2.10%
Austria 1.73%
Bermuda 1.68%
Sweden 1.13%
Denmark 0.89%
______
Equities-total 84.31%
Cash and Short-term Investments 15.23%
Other (including currency hedges) 0.46%
______
Total 100.00%
______
Portfolio holdings are subject to change without notice.

28
 Third Avenue Focused Credit Fund

JEFF GARY
PORTFOLIO MANAGER OF THIRD AVENUE
FOCUSED CREDIT FUND
Dear Fellow Shareholders:
Thank you once again for your continued support and
investment in the Third Avenue Focused Credit Fund (the
“Fund”). The entire team at Third Avenue has been working
diligently on your behalf to find the credit investments that
we believe offer the best risk-adjusted return potential.
We remained very active during the most recent quarter.
Fund assets grew from approximately $280 million to
$545 million primarily from continued inflows. The
investment of these inflows, combined with a net
reduction in the Fund’s cash balance, resulted in net
purchases of more than $250 million during the quarter.
We can assure you that we maintained our extremely
thorough research and disciplined investment process
while adding to existing holdings and identifying new
investment opportunities.
OVERVIEW OF PERFORMANCE AND THE CREDIT MARKETS
Net returns for the Fund were 4.4% for the three months
ended January 31, 2010, compared with the gross returns
for the Barclay’s High Yield Index of 5.7% and the CSFB
Leveraged Loan index of 4.8%. This underperformance
was primarily due to a combination of the Blockbuster
(“BBI”) position, the impact of strong inflows and higher
cash balances, as well as limited exposure to the high risk
Finance credits that posted strong returns.
Blockbuster pre-announced disappointing fourth quarter
results and management changes in January. We increased
our position in the 11.75% first lien senior secured bonds,
which are secured by all the assets of the company. These
bonds require that 15% of our bonds are repaid each year at
a price of 106% of par. While we fully recognize the secular
headwinds facing this business, we believe our downside
from current prices is manageable based on hard asset values,
which includes $200 million in cash (approximately 30% of
our bond’s face value). This new bond was issued by BBI to
refinance the first lien loan which we owned in the Fund
and were taken out of at a gain.
Market returns continued to be very strong throughout
the past quarter. Since the Fund nearly doubled in size over
this period, cash inflows, in a rising market, placed a slight
drag on performance. Now that the Fund’s assets under
management are in excess of $500 million, this should be
less of an issue going forward. The Fund’s cash position has
decreased from 28%, as of October 31, 2009, to 17.1%,
as of January 31, 2010. The market softened slightly in
December, as some investors locked in gains for 2009, and
we took advantage of the opportunity to initiate several
new positions as well as increase select existing positions at
or below our target prices.
Market returns were led by CCC-rated issues which
returned nearly two times the index return in the most

* Portfolio holdings are subject to change without notice. The following is a list of Third Avenue Focused Credit Fund’s 10
largest issuers and the percentage of the total net assets each represented, as of January 31, 2010: Swift Transportation, 4.2%;
Energy XXI Gulf Coast, Inc., 3.8%; CIT Group, Inc., 3.0%; TXU Corp., 2.9%; Lyondell Chemical Co., 2.9%; Pinnacle Foods
Finance LLC, 2.8%; First Data Corp., 2.7%; FMG Finance Ltd., 2.7%; Georgia Gulf Corp., 2.5%; and Culligan International
Co., 2.3%. As a relatively new fund, listing all portfolio transactions would be quite voluminous. Third Avenue Focused Credit
Fund’s holdings, as of January 31, 2010, are included in our First Quarter Report.

29
recent quarter. This included a number of higher-risk
Finance company bonds. The Finance sector had the
highest return in the high-yield index for the quarter, with
a return of 9.25%. For many of the Finance sector bonds
that performed well, Fund Management determined there
was not adequate information or transparency available on
specific companies to be able to obtain a high enough
conviction level that there would be minimal downside
risk. These bonds included AIG, ILFC, Rescap, Aiful,
Takefuji, as well as several hybrid/perpetual preferred
stocks of U.S. and European banks.
On the positive side of the ledger, the portfolio benefitted
from solid performance on its largest sector weighting in
Energy, including the securities of Energy XXI, Connacher,
Compton, Antero and Trico. Other investments that
performed well included CIT, Lyondell, Swift
Transportation, Marsico, PREIT and Capmark. The Fund
also benefitted from having nearly no exposure to several
industries that underperformed the market including
Cable, Wireline, Housing, Technology and various
Consumer sectors.
The credit market started off very strong in the first two
weeks of January with returns in excess of 2%. The recent
highs peaked in mid-January, coinciding with the peak in
the equity markets. We took advantage of this opportunity
to be slightly contrarian and took profits in several positions
where we believed the rising market prices eliminated the
favorable risk/reward profiles. The credit markets have been
hit recently by the same unpredictable factors and concerns
that have affected the equity markets and most risk asset
classes. These widely divergent factors include China taking
steps to curb its growth rates, the Greek sovereign debt
situation, as well as potential fallout from the Massachusetts
election results. These types of uncertainty are never
favorable for risk asset classes. Accordingly, we scaled down
or sold positions that exceeded our target price.
We view this market pullback, which has continued into
February, as constructive and a good opportunity for us as
investors. As we have said in the past, “Trees don’t grow to
the sky” and this is especially true in the credit markets. It
seems that investors are finally paying attention to the
30
fundamentals and capital structure of specific companies
since the rally in the credit markets began in March 2009.
In general, during this rally, the riskiest securities benefitted
the most. Returns on CCC-rated high-yield bonds
exceeded 100% in 2009, despite the fact that many of these
companies have over-leveraged balance sheets and their
cash flows from operations have declined meaningfully.
Risk appetites for these types of companies appear to be
diminishing. Companies that report disappointing
earnings or have uncertain outlooks have seen their
security prices decline recently. This is the type of market
we favor and believe we can excel in – it is what we call a
“Credit Picker’s” market. We believe that investors should
be invested with a manager that focuses on credit selection
and carefully measures the upside potential versus
downside risk of each security, as opposed to investing
with a manager that just buys the riskiest securities in
hopes that they will increase.
Many shareholders have asked us whether the run in high
yield and credit is over given the strong returns in 2009.
While we do not have a crystal ball to be able to predict
future market returns (if I did, I would be living on my
favorite island in the Caribbean playing golf), we are
happy to share our perspective. We admit that most of the
easy money has been made and there are various reasons to
be cautious in the near term, so we are not surprised to see
a temporary pullback. That being said, there are a few
reasons to be cautiously optimistic especially over the
longer term. First, spreads on high-yield bonds and
leveraged loans remain above their long-term historical
averages. Second, investors are certainly not going to be
able to rebuild their nest eggs solely by receiving 0% rates
on their cash and money market accounts.
Third, we know from history that the best time to invest
in high yield and credit is from the time that default rates
peak until default rates start to increase again on a
meaningful basis. This makes intuitive sense because the
reason an investor gets a higher interest rate for a high-
yield bond, compared to Treasuries, is to compensate for
the risk of default and potential loss of capital. We believe,
along with a number of high-yield strategists and ratings
agencies, that default rates will decline to below 5% in However, the credit bubble can’t end that easily and we
2010. If the credit markets remain open and worldwide expect that the default rate may average in the 4+% range
GDP is in line with forecasts, there is a better chance that for a number of years due to the excesses of the 2005-2007
the default rate will come in even lower. leveraged buy-out boom and the large amount of debt
maturities we still expect to face in the 2012-2014
We have two prior times in history to look at when default
timeframe. During 2009, the record amount of high-yield
rates peaked above 10% – in 1990, after the Drexel
issuance (approximately $160 billion) was primarily used
bankruptcy, and in 2002. While history does not
to refinance existing debt. Many companies issued new
necessarily repeat itself exactly, it does normally at least
bonds with longer maturity dates and repaid some or all of
rhyme. The following table shows returns for the high-yield
their bank debt, effectively pushing out the day of
market (recall that the bank loan market did not really exist
reckoning until a later date. Despite all of these
until after 2002) following each of the prior two peaks in
refinancings, there is still $700 billion of outstanding debt
default rates. Notice that in the first year after each peak in
in the high-yield and leveraged loan markets that will
default rates the returns were very high. This was followed
come due between 2012 and 2014. We believe our
by several years of positive returns for high yield, except for
investment strategy and our ability to focus on credit
1994 due to the big increase in interest rates.
selection to add alpha and outperform will benefit from
Returns for the Merrill Lynch High-Yield Index these markets for many years into the future. This includes
Year _ Return Year Return capital infusion deals with first-lien status.
_____ _____ _____ _____
1991 39.2% 2003 28.1%
1992 17.4% 2004 10.9%
1993 16.7% 2005 2.7%
1994 -1.0% 2006 11.8%
1995 20.5% 2007 2.2%
1996 11.3%
1997 13.3%

Rated Speculative-Grade Bank Credit Facilities and Bonds Maturing 2010-2014*

SG Bond SG Bank Total

$400
$350 $338
In Billions of USD

$300
$250 $234
$212
$200
$155 $153
$150
$110 $104
$100 $79
$47 $45 $59
$50 $32
$10 $11 $21
$0
2010 2011 2012 2013 2014

* Source: Moody’s Investors Service

Note: SG = Speculative Grade, which encompasses high-yield bonds and leveraged loans

31
By way of comparison to prior years, please refer to the table below, which shows the maturity schedule going back to
2004. The size of the debt maturities over the next four years is clearly unprecedented.

2010-2014 Refunding Needs as Compared to Prior Years*

2004 Study 2005 Study 2006 Study 2007 Study 2008 Study 2009 Study 2010 Study
$400
$350
In Billions of USD

$300
$250
$200
$150
$100
$50
$0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
* Source: Moody’s Investors Service

DISCUSSION OF SELECTED SPECIFIC CREDITS
PURCHASED IN THE FUND
As mentioned earlier, there were a sizeable number of
purchases during the quarter. Some of the larger purchases
across several of our investment categories are discussed
below.
STRESSED PERFORMING CREDITS
Sequa Corp – 11.75% and 13.0% Senior Notes
Sequa is one of the world’s largest independent suppliers
of technologically advanced maintenance, repair and
overhaul (“MRO”) services, and FAA-approved
replacement parts (“PMA”) for gas turbine airfoils and
other critical engine components for airlines, military and
industrial turbine applications. As one of the only
alternative suppliers to aeroengine original equipment
manufacturers (“OEMs”), Sequa is viewed as a critical
player in the market by airlines. Sequa is owned by the
Carlyle Group, a large private equity firm.
While OEM manufacturers are facing headwinds due to
lower aircraft utilization levels and delays in aircraft
deliveries, we are more constructive on the MRO and
PMA segments because airlines that have thus far delayed
maintenance activities will soon be forced to service their
planes.
We believe this credit will likely remain a performing
credit, but in the event of a reorganization, we believe that
our downside is limited. We would be happy to own one
of the leading companies in a highly regulated industry
that has significant barriers-to-entry.
Connacher 10.25% Second Lien Secured Notes due 12/15/15
Connacher Oil and Gas Limited (“Connacher”) is a
Calgary-based crude oil and natural gas exploration,
production and refining company. Its principal asset is a
100 percent interest in approximately 98,000 acres of Oil
Sands leases near Fort McMurray, Alberta. It also owns
conventional oil and gas properties in Canada as well as a
9,500 barrel per day heavy oil refinery located in Great
Falls, Montana.
Connacher faced liquidity challenges in 2009 due to the
collapse in oil and gas prices. It raised capital through a
first lien bond deal and an equity offering in mid-2009.
The company needed this capital to restart and expand

32
production in its Oil Sands properties. Our in-depth
analysis revealed that the company should have enough
liquidity to fund its capital expenditure plan and that the
asset coverage through our second lien secured notes is
more than adequate. Connacher was able to get its Oil
Sands production back on line in a timely manner and
cash flow from its operations, before the Oil Sands
expansion project, should be able to provide adequate
liquidity. We purchased these bonds in the upper 80’s price
range and they are currently priced in the mid 90’s.
CAPITAL INFUSIONS
Lyondell Chemical – Roll-up Debtor-in-Possession (“DIP”) Loan
LyondellBasell AF SCA (“Lyondell”) is a refiner of crude
oil, including heavy high-sulfur crude oil, a significant
producer of gasoline blending components, a global
manufacturer of chemicals and plastics and a licensor of
technology processes. Lyondell has four reporting
segments: fuels, chemicals, polymers and technology. On
January 6, 2009, certain Lyondell U.S. subsidiaries filed
for Chapter 11.
We evaluated Lyondell as a potential investment
opportunity from several different perspectives. The
company had a debtor-in-possession (“DIP”) loan, a
second priority DIP loan, pre-petition bank debt, as well as
secured and unsecured bonds that traded at different prices.
Based upon our in-depth analysis, we determined that the
best risk-reward profile existed in the second priority DIP
loan, which would receive a new secured loan upon exit
from bankruptcy with an attractive interest rate and terms.
All the pre-existing debt below this loan would be
converted into equity such that Lyondell would emerge
with a balance sheet that had only a modest amount of
debt. We believe that we can potentially achieve a mid teens
rate of return on this investment with minimal downside.
We seriously considered the other securities, including the
pre-petition bank loan, that ranked below the second
priority DIP loan. These securities stand to receive the
majority of the equity in the reorganized company. There
were rumors that Reliance Industries, a large India-based
33
chemical company, may make a bid for part or all of the
new equity in Lyondell. Our analysis led us to believe that,
at the current market prices, the upside potential to buying
the pre-petition bank debt is about equal to the downside
risk. We calculated the probability of the upside scenario to
be a slightly lower probability than the downside scenario.
As a result, we passed on buying the pre-petition bank loan
and focused our investment in the second priority DIP
loan. Since the time of this investment, the second priority
DIP loan that we purchased has appreciated approximately
5%, while the pre-petition bank debt has fallen by nearly
10%. Hopefully this example illustrates the importance
that we place on evaluating the downside risk compared to
the upside potential.
Tronox – New DIP Loan
During the quarter, through our extensive network, we
were invited to participate in a new DIP loan for Tronox,
Inc. Tronox is the world’s third largest producer of
titanium dioxide (“TiO2”) products. It is the second
largest producer of TiO2 manufactured via proprietary
chloride technology which is preferred for many of the
largest end-use applications. TiO2 is used as a whitening
pigment with applications in the coatings, plastics, paper,
and personal care products industries.
Tronox filed for bankruptcy protection on January 12,
2009, after a two-year downturn in profitability and
liquidity tied to the declining housing construction
industry and rising raw material costs. The company has
made substantial cost cuts and rationalized its production
facilities since its bankruptcy filing. In the fourth quarter
of 2009, Huntsman Corp. made a bid for the company
and an auction was slated. The unsecured bond holders
believed the bid for the company was far too low and
wanted time to propose their own plan of reorganization,
which included reaching a settlement with the EPA and a
conversion of the company’s bonds into the vast majority
of the new equity. However, the existing DIP loan was
scheduled to mature and these lenders wanted to be
repaid.
Consequently, we participated in the negotiation and if a company is bought out by another company, then the
funding of a new $425 million DIP loan which was used bondholders can force the company to repurchase their
to take out the prior DIP loan and provide the unsecured bonds at a price of 101% of par.
creditors time to finalize their own plan of reorganization.
EXXI wanted the flexibility to be able to issue more than
As part of this process and a condition precedent to the
50% of their outstanding common stock in a new
funding of this new DIP loan, Tronox had to finalize an
acquisition deal. This would have triggered a “Change of
agreement with the EPA, which they did. We purchased
Control” in the 10% notes. This led us to conclude that
this DIP loan at a price of 96.5 and we received an
management wanted to do an acquisition funded with
attractive interest rate and terms. This DIP loan is
almost all equity, in order to substantially reduce its ratio
currently trading in the 103 price range.
of debt to equity. If this happened it would positively
DISTRESSED PERFORMING CREDITS impact the bonds. We purchased the 10% senior notes and
Energy XXI 10.0% Senior Notes due 6/15/2013 agreed to the debt exchange. Following the debt exchange,
Energy XXI (“EXXI”) is an independent oil and natural the combination of the new notes traded at a higher price
gas exploration and production company with operations than our cost basis.
focused in the U.S. Gulf Coast and the Gulf of Mexico.
In November 2009, EXXI announced that it was
(This credit is also discussed in the Third Avenue Small-
purchasing interests in oil properties from Mitsui & Co.
Cap Value Fund shareholders’ letter, which you can refer
for $283 million. These are interests in oil fields that EXXI
to for additional information.)
already owns and operates. They were able to negotiate a
Due to hurricanes which disrupted production in the Gulf favorable purchase price and will incur almost no
of Mexico and the collapse in commodity prices, EXXI ran additional operating costs. EXXI then completed an equity
into liquidity issues. During the fourth quarter, EXXI and convertible bond offering to fund the entire
attempted to do a debt exchange whereby it would transaction.
exchange approximately 50% of its $625 million 10%
EXXI owns interests in two deepwater exploration fields
Senior Notes for new 16% second lien secured notes at a
being drilled and operated by McMoran. Our analysis
price of 80% of par. Additionally, EXXI planned to retire
attributed no value to these fields, since there was no
the $125 million in 10% bonds the company had
discovery yet but they were drilling the wells and had
purchased to reduce its overall debt load.
incurred costs. In January, EXXI and McMoran
Based on our proprietary research, we determined that announced favorable findings for one of these wells. The
EXXI’s oil reserves more than covered the value of its debt stock now has a market capitalization of $1 billion and the
at par and the 10% notes were trading in the low 80 dollar 10% and 16% notes we own now trade at par and 115%
price range. When we discussed the rationale for the debt of par, respectively.
exchange with management, they said there were two key
reasons. First, it would reduce slightly its overall debt.
Second, they wanted to modify the “Change of Control”
provision in the new 16% second lien notes so it would be
different than the 10% Notes. A “Change of Control”
provision is standard in high-yield bonds and provides that

34
PORTFOLIO COMPOSITION Good Opportunities Exist for Distressed Investments Over
the Next Several Years
The following is a summary of how the portfolio was
Notwithstanding that the high-yield market returned over
positioned at January 31, 2010.
50% and the lowest-rated CCC debt issuances returned
PORTFOLIO SORTED BY SECURITY TYPE more than 100% in 2009, we believe there are significant
1/31/2010 10/31/2009 investment opportunities for the Fund on the horizon. In
First Lien Secured Bonds 14% 11% particular, we believe we are still in the middle innings for
distressed investment opportunities.
Second Lien Secured Bonds 13% 6%
Unsecured High-Yield Bonds 31% 32% The strong high-yield markets have certainly enabled some
larger companies to temporarily delay the inevitable
First Lien Secured Loans 25%
___ 23%
___ default, while giving others a chance to grow into their
Total Invested 83% 72% capital structure. During 2009, more than $160 billion of
Cash 17%
___ 28%
___ high-yield debt has been issued. As previously mentioned,
this has predominately been used to repay existing shorter-
Total Portfolio 100%
___
___ 100%
___
___ dated bank and bond debt. As a result, the near-term
PORTFOLIO SORTED BY INVESTMENT CATEGORY maturities of some companies have been pushed out.
Nonetheless, we note that the net debt position has not
1/31/2010 10/31/2009
improved and, in fact, free cash flow has deteriorated due
Performing Bonds 37% 32% to the relatively higher interest rates associated with the
Performing Loans 3% 4% new issuances. For some companies, this will provide
Stressed/Distressed Performing enough time for their businesses to grow into their over-
Capital Infusions and leveraged capital structures. However, for others it will
Debt-for-equity 43%
___ 36%
___ simply delay the liquidity event and need to restructure.
The following chart highlights that high-yield defaults
Total Invested 83% 72%
occur on average 3.8 years following the issuance of lower
Cash 17%
___ 28%
___ rated debt. Although the leveraged loan market was in its
Total Portfolio 100%
___ 100%
___ infancy during the last distressed cycle, Fund Management
___ ___
believes similar trends will exist. In fact, given the average
FUTURE OPPORTUNITIES LBO multiple of 6.7 times during 2007, it seems very
As previously discussed, we believe there are plenty of difficult for many of these companies to “grow” out of
opportunities, both near term and longer term, for the what can only be described as materially overpaying for
Fund to invest in and add value to the portfolio. Over the businesses during the recent LBO boom.
next three months, we anticipate increasing our
investments in several of the areas we identify as
“offensive”, including energy, metals, distressed and early-
stage cyclical companies, as well as capital infusion deals.

35
Rising Defaults Typically Lag Increases in Higher Risk New Issuance

Lower Rated New-Issue Volume vs. High-Yield Defaulted Debt

80
Lower Rated New Issuance
70 Defaulted Debt
60
50
$ Billion

40
30
20
10
0
'95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 YTD09

Avg. HYLBO
4.9x 5.0x 5.3x 6.5x 5.8x 5.5x 4.7x 4.8x 4.7x 5.2x 5.3x 5.8x 6.7x 6.5x --
Leverage
Source: JPMorgan; S&P/LCD
Note: Lower rated issuance includes bonds rated Split B or lower

Once again, we thank you for your confidence in the Fund

and for your time in reading our letter. We look forward to
communicating with you after the end of the next quarter.
Sincerely,

Jeff Gary
Portfolio Manager,
Third Avenue Focused Credit Fund

36
 Thir d Avenue Value Fund

Thir d Avenue Small-Cap Value Fund

Thir d Avenue Real Estate Value Fund

Thir d Avenue Inter national Value Fund

Thir d Avenue Focused Cr edit Fund

FIRST QUAR TER REPOR T

January 31, 2010

 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 cus-
tomers to anyone, except to our affiliates (which may include the Funds’ affiliated money management entities) and ser-
vice providers, or as otherwise permitted by law. To protect your personal information, we permit access only by autho-
rized 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 pur-
suant to the adviser’s 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 Holdings—Form N-Q
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fis-
cal year on Form N-Q. The Funds’ Form N-Q is available on the SEC’s website at http://www.sec.gov, and may be
reviewed and copied at the SEC’s 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
Third Avenue Value Fund
Portfolio of Investments
at January 31, 2010
(Unaudited)
Principal Value Value
Amount ($) Issues (Note 1) Shares Issues (Note 1)
Corporate Debt Instruments - 4.81% Preferred Stocks - 0.01%
Consumer Products - 0.27% Auto Supply - 0.00%
16,004,748 Home Products International, Inc., 759,866 ISE Corp. Series B (a) (b) (c) $ —
2nd Lien, Convertible, PIK, 977,469 ISE Corp. Series C (a) (b) —
6.000%, due 3/20/17 (b) $ 14,647,545 —
Financial Insurance - 3.31% Financial Insurance - 0.00%
362,167,000 MBIA Insurance Corp., 6,045,667 CGA Group, Ltd. Series C
14.000%, due 1/15/33 (d) (h) 179,272,665 (Bermuda) (a) (b) —
Financial Services - 0.44% Insurance & Reinsurance - 0.01%
CIT Group, Inc.: 4,775 Ecclesiastical Insurance,
2,725,546 7.000%, due 5/1/13 2,507,502 8.625% (United Kingdom) 8,377
4,088,319 7.000%, due 5/1/14 3,674,377 1,022,245 RS Holdings Corp., Convertible,
4,088,319 7.000%, due 5/1/15 3,572,169 Class A (a) (b) (c) 271,577
6,813,866 7.000%, due 5/1/16 5,876,959
9,539,412 7.000%, due 5/1/17 8,168,122 279,954
Total Preferred Stocks
23,799,129 (Cost $14,103,694) 279,954
Home Development - 0.35% Common Stocks - 89.82%
Standard Pacific Corp.:
Annuities & Mutual Fund
10,800,000 6.250%, due 4/1/14 9,612,000
Management & Sales - 3.23%
10,415,000 7.000%, due 8/15/15 9,321,425
6,000,000 Bank of New York Mellon
18,933,425 Corp. (The) 174,540,000
U.S. Real Estate Operating Auto Supply - 0.00%
Companies - 0.44% 217,210 ISE Corp. (a) (b) (c) —
Forest City Enterprises, Inc.:
Automotive - 10.13%
20,778,000 7.625%, due 6/1/15 18,907,980
18,576,400 Toyota Industries Corp. (Japan) (c) 547,835,560
5,826,000 6.500%, due 2/1/17 4,740,907
Consumer Products - 0.00%#
23,648,887
526,368 Home Products International,
Total Corporate Debt Instruments Inc. (a) (b) (c) 26,318
(Cost $377,531,491) 260,301,651
Depository Institutions - 1.94%
218,500 Carver Bancorp, Inc. (c) 1,586,310
17,528,450 Chong Hing Bank, Ltd. (Hong Kong) 31,607,403
10,000,000 KeyCorp 71,800,000
104,993,713

See accompanying notes to the Portfolios of Investments.

1
 Third Avenue Trust
Third Avenue Value Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)
Value Value
Shares Issues (Note 1) Shares Issues (Note 1)
Common Stocks (continued) Industrial & Agricultural
Diversified Operations - 8.17% Equipment - 0.11%
10,000,000 Brookfield Asset Management, Inc., 360,100 Mestek, Inc. (a) $ 2,772,770
Class A (Canada) $ 200,900,000 311,119 Omega Flex, Inc. 3,294,750
48,526,822 Wharf (Holdings), Ltd. (The) 6,067,520
(Hong Kong) 241,260,612 Insurance & Reinsurance - 0.00%#
442,160,612 127,500 Olympus Re Holdings, Ltd.
Electronics Components - 0.66% (Bermuda) (a) (b) 211,250
3,004,556 AVX Corp. 35,694,125 32,089 RS Holdings Corp., Class A (a) (b) 8,525
Financial Insurance - 0.61% 219,775
8,955,191 Ambac Financial Group, Inc. (a) 6,179,082 Manufactured Housing - 0.65%
37 Manifold Capital Holdings, 500 Fleetwood Homes, Inc. (a) (b) (c) 35,000,000
Inc. (a) (b) (c) (f) 555,000 Mutual Holding Companies - 0.23%
5,266,460 MBIA, Inc. (a) 25,963,648 637,122 Brooklyn Federal Bancorp, Inc. 5,530,219
32,697,730 50,920 Colonial Bankshares, Inc. (a) 386,483
Financial Services - 0.14% 490,036 FedFirst Financial Corp. (a) (c) 1,727,377
234,609 CIT Group, Inc. (a) 7,465,258 205,511 Gouverneur Bancorp, Inc. (c) 1,592,710
274,157 Home Federal Bancorp, Inc. (c) 2,316,627
Holding Companies - 22.55% 242,800 SFSB, Inc. (a) (c) 582,720
83,370 Capital Southwest Corp. 6,790,486
53,819,000 Cheung Kong Holdings, Ltd. 12,136,136
(Hong Kong) 638,082,284 Non-U.S. Real Estate Operating
3,951,800 Guoco Group, Ltd. (Hong Kong) 1 38,734,405 Companies - 17.33%
10,665,000 Investor AB, Class A (Sweden) 184,756,556 24,220,000 Hang Lung Group, Ltd. (Hong Kong) 109,184,114
2,200,000 Jardine Matheson Holdings, Ltd. 30,534,000 Hang Lung Properties, Ltd.
(Hong Kong) 1 66,000,000 (Hong Kong) 104,218,986
359,250 Pargesa Holding SA (Switzerland) 30,194,341 114,391,738 Henderson Land Development Co.,
3,317,350 RHJ International (Belgium) (a) 27,367,080 Ltd. (Hong Kong) (c) 724,161,532
87,069,500 Wheelock & Co., Ltd. (Hong Kong) 227,656,135 937,564,632
1,219,581,287 Oil & Gas Production &
Home Development - 0.62% Services - 7.16%
1,000,000 MDC Holdings, Inc. 33,600,000 776,800 Cenovus Energy, Inc. (Canada) 17,982,920
2,000,630 Cimarex Energy Co. 98,451,002
776,800 EnCana Corp. (Canada) 23,762,312
11,090,000 Nabors Industries, Ltd. (Bermuda) (a) 247,307,000
387,503,234
See accompanying notes to the Portfolios of Investments.

2
 Third Avenue Trust
Third Avenue Value Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)
Value Principal Value
Shares Issues (Note 1) Amount ($) Issues (Note 1)
Common Stocks (continued) Total Limited Partnerships
Steel & Specialty Steel - 7.31% (Cost $8,007,814) $ 6,629,040
3,500,000 POSCO, ADR (South Korea) $ 395,325,000 Short Term Investments - 5.45%
Telecommunications - 1.16% Repurchase Agreement - 1.75%
1,575,767 Sycamore Networks, Inc. (c) 30,554,122 94,946,292 JPMorgan Securities, Inc., 0.01%,
5,008,450 Tellabs, Inc. (a) 32,204,333 dated 1/29/10, due 2/1/10 (e) 94,946,292
62,758,455 U.S. Government
U.S. Real Estate Operating Obligations - 3.70%
Companies - 4.97% 200,000,000 U.S. Treasury Bill, 0.06%‡,
18,975,821 FNC Realty Corp. (a) (b) (c) 8,311,410 due 4/29/10 (g) 199,963,800
13,764,203 Forest City Enterprises, Inc., Total Short Term Investments
Class A (a) (c) 155,673,136 (Cost $294,915,636) 294,910,092
22,500 Forest City Enterprises, Inc., Total Investment
Class B (a) 253,575 Portfolio - 100.21%
3,420,106 Tejon Ranch Co. (a) (c) 104,689,445 (Cost $5,065,721,379) 5,420,513,215
268,927,566 Liabilities in excess of
Utilities, Utility Service Other Assets - (0.21%) (11,207,032)
Companies & Waste NET ASSETS - 100.00% $5,409,306,183
Management - 2.85%
8,816,889 Covanta Holding Corp. (a) (c) 154,295,557 Investor Class:
Total Common Stocks Net assets applicable to 45,496
(Cost $4,371,162,744) 4,858,392,478 shares outstanding $ 1,975,002

Investment Net asset value, offering and

Amount ($) redemption price per share $43.41
or Partnership Institutional Class:
Units
Net assets applicable to
Limited Partnerships - 0.12%
124,577,581 shares
Infrastructure - 0.12% outstanding $5,407,331,181
400,000 Brookfield Infrastructure
Partners L.P. 2 6,400,000 Net asset value, offering and
redemption price per share $43.41
Insurance & Reinsurance - 0.00%#
1,805,000 Insurance Partners II
Equity Fund, L.P. (a) (b) 229,040

See accompanying notes to the Portfolios of Investments.

3
 Third Avenue Trust
Third Avenue Value Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)

Notes: Country Concentration

ADR: American Depository Receipt. % of
PIK: Payment-in-kind. Net Assets
________
(a) Non-income producing security. Hong Kong 40.32%
(b) Fair-valued security. United States* 28.91
(c) Affiliated issuers—as defined under the Investment Japan 10.13
Company Act of 1940 (ownership of 5% or more of the South Korea 7.31
outstanding voting securities of these issuers). Bermuda 4.58
(d) Security is exempt from registration under Rule 144A of Canada 4.48
the Securities Act of 1933. This security may be resold Sweden 3.41
in transactions that are exempt from registration, Switzerland 0.56
normally to qualified institutional buyers. Belgium 0.51
(e) Repurchase agreement collateralized by U.S. Treasury United Kingdom 0.00#
_______
Bond, par value $98,950,000, due 11/15/39, value Total 100.21%
_______
_______
$97,702,686.
(f) Security is subject to restrictions on resale.
(g) A portion of this security is segregated for future fund * Includes cash equivalents.
commitments.
(h) Variable rate security.
# Amount represents less than 0.01% of total net assets.
‡ Annualized yield at date of purchase.
1 Incorporated in Bermuda.
2 Bermuda exempted limited partnership.

See accompanying notes to the Portfolios of Investments.

4
 Third Avenue Trust
Third Avenue Small-Cap Value Fund
Portfolio of Investments
at January 31, 2010
(Unaudited)
Principal Value Shares Value
Amount ($) Issues (Note 1) or Units Issues (Note 1)
Corporate Debt Instruments - 5.75% Chemicals & Allied
Financial Insurance - 1.59% Products - 4.47%
38,500,000 MBIA Insurance Corp., 14.000%, 1,194,682 Lanxess AG (Germany) $ 45,526,919
due 1/15/33 (f) (g) $ 19,057,500 396,931 Westlake Chemical Corp. 8,148,993
Oil & Gas - 2.09% 53,675,912
15,000,000 Energy XXI Gulf Coast, Inc., Computer Peripherals - 1.33%
10.000%, due 6/15/13 15,000,000 707,309 Imation Corp. (a) 6,323,342
10,475,000 W & T Offshore, Inc., 8.250%, 374,753 Lexmark International, Inc.,
due 6/15/14 (f) 10,108,375 Class A (a) 9,664,880
25,108,375 15,988,222
Transportation - 2.07% Consumer Products - 2.12%
25,852,895 Swift Transportation Co., Inc., 1,171,771 JAKKS Pacific, Inc. (a) 12,889,481
Term Loan B, 6.250%, 1,379,185 K-Swiss, Inc., Class A (a) (c) 12,523,000
due 5/10/14 (g) 24,874,182 25,412,481
Total Corporate Debt Instruments
(Cost $69,344,120) 69,040,057 Electronics Components - 3.78%
741,242 Bel Fuse, Inc., Class B (c) 14,061,361
U.S. Government Obligations - 0.98% 847,936 Electronics for Imaging, Inc. (a) 9,827,578
U.S. Treasury Inflation 820,175 Park Electrochemical Corp. 21,529,594
Indexed Notes - 0.98% 45,418,533
10,000,000 U.S. Treasury Inflation Indexed
Notes, 2.000%-2.125%, Energy/Services - 7.37%
due 1/15/14-1/15/19 11,699,281 864,993 Bristow Group, Inc. (a) 30,880,250
Total U.S. Government Obligations 1,663,262 Bronco Drilling Co., Inc. (a) (c) 8,349,575
(Cost $10,914,874) 11,699,281 1,910,022 Pioneer Drilling Co. (a) 15,184,675
726,313 Tidewater, Inc. 34,005,975
Shares
or Units 88,420,475
Common Stocks - 80.30% Forest Products & Paper - 3.63%
21,530,352 Catalyst Paper Corp.
Aerospace & Defense - 0.15% (Canada) (a) (b) (c) (e) 5,327,969
150,380 Herley Industries, Inc. (a) 1,840,651 1,708,906 Glatfelter 23,582,903
Agriculture - 4.00% 3,157,200 TimberWest Forest Corp. Units
5,384,187 Viterra, Inc. (Canada) (a) 47,988,125 (Canada) (a) 14,645,510
43,556,382

See accompanying notes to the Portfolios of Investments.

5
 Third Avenue Trust
Third Avenue Small-Cap Value Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)
Shares Value Shares Value
or Units Issues (Note 1) or Units Issues (Note 1)
Common Stocks (continued) Metals Manufacturing - 4.27%
Healthcare Services - 4.26% 1,089,112 Encore Wire Corp. $ 21,793,131
3,221,822 Cross Country Healthcare, 836,479 Kaiser Aluminum Corp. 29,402,237
Inc. (a) (c) $ 29,189,707 51,195,368
937,773 Pharmaceutical Product Non-U.S. Real Estate Operating
Development, Inc. 21,906,377 Companies - 7.71%
51,096,084 5,274,600 Parco Co., Ltd. (Japan) (c) 41,254,834
Holding Companies - 9.60% 9,698,000 Sapporo Holdings, Ltd. (Japan) 51,248,502
486,410 Ackermans & van Haaren NV 92,503,336
(Belgium) 33,602,377 Oil & Gas - 1.80%
1,931,632 Brookfield Asset Management, 439,707 Cimarex Energy Co. 21,637,982
Inc., Class A (Canada) 38,806,487
1,283,102 JZ Capital Partners, Ltd. (Guernsey) 5,312,160 Securities Trading
1,039,680 JZ Capital Partners, Ltd. Limited Services - 2.81%
Voting Shares (Guernsey) (e) 4,304,371 1,642,635 Investment Technology Group,
495,300 Leucadia National Corp. (a) 11,060,049 Inc. (a) 33,674,018
475,780,230 PYI Corp., Ltd. (Hong Kong)1 (a) (c) 22,061,049 Semiconductor Equipment
115,146,493 Manufacturers & Related - 1.66%
1,774,506 Electro Scientific Industries,
Industrial Equipment - 2.75% Inc. (a) (c) 19,892,212
276,674 Alamo Group, Inc. 4,966,298
2,260,867 Wacker Neuson SE (Germany) 28,042,976 Software - 3.08%
1,736,160 Synopsys, Inc. (a) 36,928,123
33,009,274
Telecommunications - 1.61%
Insurance & Reinsurance - 3.70% 360,814 Sycamore Networks, Inc. 6,996,183
190,022 Arch Capital Group, Ltd. 1,917,523 Tellabs, Inc. (a) 12,329,673
(Bermuda) (a) 13,594,174
37,474 E-L Financial Corp., Ltd. (Canada) 15,091,587 19,325,856
581,233 HCC Insurance Holdings, Inc. 15,751,414 Transportation - 0.22%
44,437,175 88,767 Genesee & Wyoming, Inc.,
Class A (a) 2,615,964
Life Insurance - 3.00%
221,383 National Western Life Insurance Co.,
Class A (c) 35,974,738

See accompanying notes to the Portfolios of Investments.

6
 Third Avenue Trust
Third Avenue Small-Cap Value Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)
Shares Value Principal Value
or Units Issues (Note 1) Amount ($) Issues (Note 1)
Common Stocks (continued) Short Term Investments - 12.61%
U.S. Real Estate Operating Repurchase Agreement - 4.70%
Companies - 6.98% 56,338,607 JPMorgan Securities, Inc., 0.01%,
1,319,534 Alexander & Baldwin, Inc. $ 42,159,111 dated 1/29/10, due 2/1/10 (d) $ 56,338,607
269,014 Alico, Inc. 6,897,519 U.S. Government
322,646 Tejon Ranch Co. (a) 9,876,194 Obligations - 7.91%
737,412 Vail Resorts, Inc. (a) 24,850,784 95,000,000 U.S. Treasury Bills, 0.13%-0.17%†,
83,783,608 due 2/4/10-7/29/10 (h) 94,962,577
Total Common Stocks Total Short Term Investments
(Cost $1,026,283,156) 963,521,012 (Cost $151,303,909) 151,301,184
Investment Total Investment
Amount ($) Portfolio - 100.48%
Limited Partnerships - 0.57% (Cost $1,282,951,059) 1,205,620,009
Holding Companies - 0.57% Liabilities in excess of
1,000,000 AP Alternative Assets, L.P. Other Assets - (0.48%) (5,794,641)
(Guernsey) (a) (b) 6,840,000 NET ASSETS - 100.00% $1,199,825,368
Total Limited Partnerships Investor Class:
(Cost $20,000,000) 6,840,000 Net assets applicable to 12,474
Notional shares outstanding $ 219,786
Amount ($) Net asset value, offering and
Purchased Options - 0.27% redemption price per share $17.62
Foreign Currency Institutional Class:
Put Options - 0.27% Net assets applicable to
75,000,000 Japan Currency, strike 68,093,287 shares outstanding $ 1,199,605,582
100 Yen, expires 2/22/10 1,140 Net asset value, offering and
50,000,000 Japan Currency, strike redemption price per share $17.62
100 Yen, expires 9/14/10 411,455
100,000,000 Japan Currency, strike
95 Yen, expires 11/30/10 2,805,880
Total Purchased Options
(Cost $5,105,000) 3,218,475

See accompanying notes to the Portfolios of Investments.

7
 Third Avenue Trust
Third Avenue Small-Cap Value Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)

Notes:
(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) Repurchase agreement collateralized by U.S. Treasury
Bond, par value $58,715,000, due 11/15/39, value
$57,974,868.
(e) Security is subject to restrictions on resale.
(f) 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, nor-
mally to qualified institutional buyers.
(g) Variable rate security.
(h) A portion of this security is segregated for future fund
commitments.
† Annualized yield at date of purchase.
1 Incorporated in Bermuda.

Country Concentration
% of
Net Assets
________
United States* 69.34%
Canada 10.16
Japan 7.71
Germany 6.13
Belgium 2.80
Hong Kong 1.84
Guernsey 1.37
Bermuda 1.13
_______
Total 100.48%
_______
_______

* Includes cash equivalents.

See accompanying notes to the Portfolios of Investments.

8
 Third Avenue Trust
Third Avenue Real Estate Value Fund
Portfolio of Investments
at January 31, 2010
(Unaudited)
Principal Value Shares Value
Amount ($) Issues (Note 1) or Units Issues (Note 1)
Corporate Debt Instruments - 8.25% Common Stocks - 71.31%
U.S. Real Estate Investment Trusts - 7.36% Non-U.S. Real Estate
16,500,000 Brandywine Operating Partnership L.P., Consulting/Management - 1.19%
3.875%, due 10/15/26 $ 16,376,250 3,309,535 Savills PLC (United Kingdom) $ 16,754,260
Developers Diversified Realty Corp.: Non-U.S. Real Estate
10,000,000 3.500%, due 8/15/11 9,625,000 Investment Trusts - 7.64%
20,000,000 3.000%, due 3/15/12 18,650,000 4,421,808 British Land Co. PLC
25,000,000 Macerich Co. (The), 3.250%, (United Kingdom) 30,965,874
due 3/15/12 (d) 23,500,000 1,670,168 Derwent London PLC
ProLogis: (United Kingdom) 34,973,706
14,000,000 2.250%, due 4/1/37 13,177,500 6,900,712 Hammerson PLC (United Kingdom) 41,828,514
19,929,000 1.875%, due 11/15/37 17,861,366
5,000,000 2.625%, due 5/15/38 4,518,750 107,768,094
103,708,866 Non-U.S. Real Estate
Operating Companies - 38.68%
U.S. Real Estate Operating 3,673,126 Brookfield Asset Management, Inc.,
Companies - 0.89% Class A (Canada) 73,793,101
13,000,000 General Growth Properties, 13,128,500 Capitaland, Ltd. (Singapore) 36,036,274
Term Loan A, due 2/24/10* (f) 12,593,750 3,362,300 Daibiru Corp. (Japan) 25,329,463
Total Corporate Debt Instruments 9,000,000 Hang Lung Properties, Ltd.
(Cost $76,512,334) 116,302,616 (Hong Kong) 30,718,900
13,913,000 Henderson Land Development
Shares
Co., Ltd. (Hong Kong) 88,076,810
Preferred Stocks - 0.69% 5,701,000 Hongkong Land Holdings, Ltd.
U.S. Real Estate (Hong Kong) 1 26,737,690
Investment Trusts - 0.15% 13,500,000 Hysan Development Co., Ltd.
112,000 RAIT Financial Trust, 7.750% Series A 1,191,680 (Hong Kong) 33,524,173
82,400 RAIT Financial Trust, 8.375% Series B 918,760 2,572,000 Mitsubishi Estate Co., Ltd. (Japan) 41,829,015
2,110,440 2,431,000 Mitsui Fudosan Co., Ltd. (Japan) 41,340,331
6,331 NTT Urban Development Corp. (Japan) 4,664,172
U.S. Real Estate 21,869,072 Quintain Estates & Development
Operating Companies - 0.54% PLC (United Kingdom) (a) 20,537,540
383,500 Forest City Enterprises, Inc., 8,285,677 Songbird Estates PLC
$25 par, 7.375%, due 2/1/34 7,574,125 (United Kingdom) (a) 21,721,112
Total Preferred Stocks 3,050,000 Sun Hung Kai Properties, Ltd.
(Cost $14,447,500) 9,684,565 (Hong Kong) 39,401,980
18,587,500 Wheelock & Co., Ltd. (Hong Kong) 48,599,778

See accompanying notes to the Portfolios of Investments.

9
 Third Avenue Trust
Third Avenue Real Estate Value Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)
Shares Value Notional Value
or Units Issues (Note 1) Amount ($) Issues (Note 1)
Common Stocks (continued) Purchased Options - 0.18%
Non-U.S. Real Estate Foreign Currency Put Options - 0.18%
Operating Companies (continued) 80,000,000 Japan Currency, strike
20,845,000 Wheelock Properties, Ltd. 95 Yen, expires 1/28/11 $ 2,568,392
(Hong Kong) $ 13,075,194
Total Purchased Options
545,385,533 (Cost $1,958,000) 2,568,392
U.S. Real Estate Principal
Investment Trusts - 5.18% Amount ($)
1,376,992 ProLogis 17,350,099 Short Term Investments - 19.12%
862,024 Vornado Realty Trust 55,755,712 Repurchase Agreement - 17.35%
73,105,811 244,592,258 JPMorgan Securities, Inc., 0.01%,
U.S. Real Estate dated 1/29/10, due 2/1/10 (e) 244,592,258
Operating Companies - 18.62% U.S. Government
500,500 Consolidated-Tomoka Land Co. (c) 16,556,540 Obligations - 1.77%
12,982,327 FNC Realty Corp. (a) (b) (c) 5,686,259 25,000,000 U.S. Treasury Bill, 0.06%†,
10,090,773 Forest City Enterprises, Inc., due 4/29/10 24,995,475
Class A (a) (c) 114,126,643 Total Short Term Investments
28,893,141 Newhall Holding Co. LLC, (Cost $269,588,426) 269,587,733
Class A Units (a) (c) 50,562,997
Total Investment
1,228,228 St. Joe Co. (The) (a) 31,933,928
Portfolio - 100.69%
785,584 Tejon Ranch Co. (a) 24,046,726
(Cost $1,435,617,087) 1,419,873,118
7,420,473 Thomas Properties Group, Inc. (c) 19,664,253
Liabilities in excess of
262,577,346
Other Assets - (0.69%) (9,704,280)
Total Common Stocks
NET ASSETS - 100.00% $1,410,168,838
(Cost $1,057,094,127) 1,005,591,044
Investor Class:
Investment Net assets applicable to 208,298
Amount ($) shares outstanding $ 4,048,461
Limited Partnerships - 1.14% Net asset value, offering and
Investment Fund - 1.14% redemption price per share $19.44
16,000,000 Alliance Bernstein Legacy Institutional Class:
Securities (C1), L.P. (a) (b) 16,138,768 Net assets applicable to 72,344,798
Total Limited Partnerships shares outstanding $1,406,120,377
(Cost $16,016,700) 16,138,768 Net asset value, offering and
redemption price per share $19.44
See accompanying notes to the Portfolios of Investments.

10
 Third Avenue Trust
Third Avenue Real Estate Value Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)

Notes:
(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 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, nor-
mally to qualified institutional buyers.
(e) Repurchase agreement collateralized by U.S. Treasury
Bond, par value $254,900,000, due 11/15/39, value
$251,686,858.
(f) Variable rate security.
* Issuer in default.
† Annualized yield at date of purchase.
1 Incorporated in Bermuda.

Country Concentration
% of
Net Assets
________
United States* 53.18%
Hong Kong 19.87
United Kingdom 11.83
Japan 8.02
Canada 5.23
Singapore 2.56
________
Total 100.69%
________
________

* Includes cash equivalents.

See accompanying notes to the Portfolios of Investments.

11
 Third Avenue Trust
Third Avenue International Value Fund
Portfolio of Investments
at January 31, 2010
(Unaudited)
Principal Value Value
Amount ($) Issues (Note 1) Shares Issues (Note 1)
Corporate Debt Instruments - 0.26% Forest Products & Paper - 5.34%
Electronics Components - 0.26% 60,271,095 Catalyst Paper Corp.
2,401,000SGD WBL Corp., Ltd., 2.500%, (Canada) (a) (b) (c) (e) $ 14,914,876
due 6/10/14 (Singapore) $ 3,698,180 12,000,000 Catalyst Paper Corp.
(Canada) (a) (b) (c) (e) (f) 2,969,558
Total Corporate Debt Instruments 44,971,082 Rubicon, Ltd. (New Zealand) (a) (c) 33,134,019
(Cost $3,694,150) 3,698,180 598,656 Weyerhaeuser Co. 23,886,374
Shares 74,904,827
Common Stocks and Warrants - 84.05% Holding Companies - 9.50%
Advertising - 2.10% 761,561 Compagnie Nationale
1,437,900 Asatsu-DK, Inc. (Japan) 29,454,131 a Portefeuille (Belgium) 38,102,336
3,815,400 Guoco Group, Ltd. (Hong Kong) 2 37,397,451
Agriculture - 6.61% 1,270,888 Leucadia National Corp. (a) 28,378,929
155,356 United International Enterprises, 543,085 LG Corp. (South Korea) (a) 29,403,956
Ltd. (Denmark) 1 12,556,124
8,989,514 Viterra, Inc. (Canada) (a) 80,121,645 133,282,672
92,677,769 Insurance - 13.84%
297,027 Allianz SE (Germany) 33,119,227
Building & Construction 13,249,502 BRIT Insurance Holdings NV
Products/Services - 0.45% (United Kingdom) 3 39,647,481
10,482,120 Tenon, Ltd. (New Zealand) (a) (c) 6,325,561 1,397,603 Montpelier Re Holdings, Ltd.
Corporate Services - 0.68% (Bermuda) 23,605,515
22,522,784 Boardroom, Ltd. (Singapore) (c) 9,529,640 243,689 Munich Re (Germany) 36,659,443
Diversified Operations - 5.96% 1,533,625 Sampo Oyj, Class A (Finland) 37,296,576
1,635,342 Antarchile S.A. (Chile) 30,959,480 881,900 Tokio Marine Holdings, Inc. (Japan) 23,839,096
5,371,200 Hutchison Whampoa, Ltd. 194,167,338
(Hong Kong) 36,769,850 Investment Companies - 1.51%
344,189 Lundbergforetagen AB, Class B 16,608,933Resolution, Ltd. (Guernsey) (a) 21,212,835
(Sweden) 15,814,876
Machinery - 1.74%
83,544,206 432,791 Andritz AG (Austria) 24,350,644
Electronics Components - 9.01% Media - 0.20%
35,203,669 WBL Corp., Ltd. (Singapore) (c) 126,420,287 278,270 Alma Media Corp. (Finland) 2,855,080

See accompanying notes to the Portfolios of Investments.

12
 Third Avenue Trust
Third Avenue International Value Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)
Value Value
Shares Issues (Note 1) Shares Issues (Note 1)
Common Stocks and Warrants (continued) Telecommunications - 5.56%
Metals & Mining - 2.86% 49,496,693 Netia S.A. (Poland) (a) (c) $ 77,956,889
5,745,000 Dundee Precious Metals, Inc. Transportation - 2.50%
(Canada) (a) (c) (f) $ 17,999,299 5,233,000 Seino Holdings Co., Ltd. (Japan) 35,074,115
512,500 Dundee Precious Metals, Inc. Total Common Stocks
Warrants, expires 6/29/12 and Warrants
(Canada) (a) (e) 74,293 (Cost $1,262,774,759) 1,178,849,048
2,360,000 Dundee Precious Metals, Inc.
Warrants, expires 11/20/15 Notional
(Canada) (a) (e) 2,758,943 Amount ($)
448,956 Newmont Mining Corp. 19,242,254 Purchased Options - 0.46%
40,074,789 Foreign Currency
Non-U.S. Real Estate Put Options - 0.46%
Operating Companies - 3.80% 75,000,000 Euro Currency, strike 1.260 Euro,
2,735,600 Daibiru Corp. (Japan) 20,608,298 expires 2/1/10 —
1,923,000 Mitsui Fudosan Co., Ltd. (Japan) 32,701,545 75,000,000 Euro Currency, strike 1.329 Euro,
53,309,843 expires 1/27/11 2,439,795
75,000,000 Japan Currency, strike 98 Yen,
Oil & Gas Production expires 2/22/10 6,090
& Services - 2.13% 75,000,000 Japan Currency, strike 90 Yen,
411,052 Cenovus Energy, Inc. (Canada) 9,515,854 expires 12/1/10 3,949,230
667,567 EnCana Corp. (Canada) 20,420,874
Total Purchased Options
29,936,728 (Cost $12,690,000) 6,395,115
Other Financial - 3.09%
67,766,000 Yuanta Financial Holding Principal
Co., Ltd. (Taiwan) 43,273,850 Amount ($)
Pharmaceuticals - 4.13% Short Term Investments - 15.57%
1,009,880 GlaxoSmithKline PLC Repurchase Agreement - 12.01%
(United Kingdom) 19,637,766 168,416,182 JPMorgan Securities, Inc., 0.01%,
514,600 Sanofi-Aventis SA (France) 38,243,248 dated 1/29/10, due 2/1/10 (d) 168,416,182
57,881,014 U.S. Government Obligations - 3.56%
Technology - Hardware - 3.04% 50,000,000 U.S. Treasury Bills, 0.03%-0.06%†,
84,824,750 United Microelectronics Corp. due 3/18/10-4/29/10 49,995,029
(Taiwan) (a) 42,616,830 Total Short Term Investments
(Cost $218,411,765) 218,411,211
See accompanying notes to the Portfolios of Investments.

13
 Third Avenue Trust
Third Avenue International Value Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)

Total Investment Country Concentration

Portfolio - 100.34% % of
(Cost $1,497,570,674) $1,407,353,554 Net Assets
________
United States * 21.13%
Liabilities in excess of Canada 10.61
Other Assets - (0.34%) (4,788,942) Japan 10.10
NET ASSETS - 100.00% $1,402,564,612 Singapore 9.96
Taiwan 6.12
Investor Class: Poland 5.56
Net assets applicable to 23,070 Hong Kong 5.29
shares outstanding $ 344,482 Germany 4.97
Net asset value, offering and United Kingdom 4.23
redemption price per share $14.93 Finland 2.86
New Zealand 2.81
Institutional Class: France 2.73
Net assets applicable to Belgium 2.72
93,925,271 shares outstanding $1,402,220,130 Chile 2.21
South Korea 2.10
Net asset value, offering and Austria 1.73
redemption price per share $14.93 Bermuda 1.68
Guernsey 1.51
Notes: Sweden 1.13
SGD: Singapore Dollar. Denmark 0.89
________
(a) Non-income producing security. Total 100.34%
________
________
(b) Fair-valued security.
(c) Affiliated issuers—as defined under the Investment
Company Act of 1940 (ownership of 5% or more of the * Includes cash equivalents.
outstanding voting securities of these issuers).
(d) Repurchase agreement collateralized by U.S. Treasury
Bond, par value $175,515,000, due 11/15/39, value
$173,302,546.
(e) Security is subject to restrictions on resale.
(f) 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.
† Annualized yield at date of purchase.
1 Incorporated in Bahamas.
2 Incorporated in Bermuda.
3 Incorporated in Netherlands.

See accompanying notes to the Portfolios of Investments.

14
 Third Avenue Trust
Third Avenue Focused Credit Fund
Portfolio of Investments
at January 31, 2010
(Unaudited)
Principal Value Principal Value
Amount ($) Issues (Note 1) Amount ($) Issues (Note 1)
Corporate Debt Instruments - 82.62% 6,966,506 Spectrum Brands, Inc.,
Aerospace - 3.71% Term Loan B, 7.717%,
1,300,000 Aveos Fleet Performance, Inc., Term due 6/30/12 (b) $ 6,966,506
Loan B, 6.501%, 21,607,046
due 10/16/14 (b) $ 448,500 Consumer Services - 1.83%
9,000,000 DAE Aviation Holdings, Inc., 9,500,000 Hertz Corp. (The), 10.500%,
11.250%, due 8/1/15 (a) 8,302,500 due 1/1/16 9,998,750
Sequa Corp.:
4,200,000 11.750%, due 12/1/15 (a) 4,221,000 Diversified Manufacturing - 2.82%
7,083,187 PIK, 13.500%, due 12/1/15 (a) 7,260,267 8,000,000 Trimas Corp., 9.750%,
due 12/15/17 (a) 8,020,000
20,232,267 7,269,110 World Color Press, Inc.,
Building Products - 0.58% Term Loan, 9.000%,
3,013,333 Nortek, Inc., 11.000%, due 12/1/13 3,179,066 due 7/21/12 (Canada) (b) 7,366,029
Cable - 1.09% 15,386,029
6,000,000 Virgin Media Secured Finance PLC, Diversified Media - 2.39%
6.500%, due 1/15/18 9,500,000 Nielsen Finance LLC/Nielsen
(United Kingdom) (a) 5,932,500 Finance Co., 10.000%,
Chemicals - 7.53% due 8/1/14 9,927,500
13,000,000 Georgia Gulf Corp., 9.000%, 3,488,533 TL Acquisitions, Inc., Term Loan,
due 1/15/17 (a) 13,422,500 2.750%, due 7/3/14 (b) 3,106,734
14,997,533 Lyondell Chemical Co., Term Loan, 13,034,234
5.793%, due 6/3/10 (b) 15,756,783
6,500,000 Terra Capital, Inc., 7.750%, Energy - 12.45%
due 11/1/19 (a) 6,792,500 7,000,000 Antero Resources Finance Corp.,
Tronox, Inc.: 9.375%, due 12/1/17 (a) 7,350,000
3,941,176 Term Loan B1, 9.250%, 12,500,000 Compton Petroleum Finance Corp.,
due 9/20/10 (b) 4,039,706 7.625%, due 12/1/13 (Canada) 10,093,750
1,058,824 Term Loan B2, 9.250%, 10,000,000 Connacher Oil & Gas, 10.250%,
due 9/20/10 (b) 1,085,294 due 12/15/15 (Canada) (a) 9,650,000
Energy XXI Gulf Coast, Inc.:
41,096,783 10,138,319 10.000%, due 6/15/13 10,138,319
Consumer Products - 3.96% 9,261,155 PIK, 16.000%, due 6/15/14 (a) 10,696,634
15,560,000 Culligan International Co., 7,000,000 Hercules Offshore LLC, 10.500%,
Term Loan, 2.490%, due 10/15/17 (a) 7,245,000
due 11/24/12 (b) 12,588,040 1,000,000 Stallion OilField Services/Stallion
2,000,000 Nebraska Book Co., Inc., 10.000%, Oilfield Finance Corp., 9.750%,
due 12/1/11 (a) 2,052,500 due 2/1/15* (a) 645,000
See accompanying notes to the Portfolios of Investments.

15
 Third Avenue Trust
Third Avenue Focused Credit Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)
Principal Value Principal Value
Amount ($) Issues (Note 1) Amount ($) Issues (Note 1)
Corporate Debt Instruments (continued) Healthcare - 3.89%
Energy (continued) 5,000,000 Accellent Inc., 8.375%,
11,500,000 Trico Shipping AS, 11.875%, due 2/1/17 (a) $ 5,075,000
due 11/1/14 (Norway) (a) $ 12,132,500 6,000,000 Biomet, Inc., PIK, 10.375%,
67,951,203 due 10/15/17 6,570,000
Financials - 8.36% 7,250,000 HCA, Inc., PIK, 9.625%, due 11/15/16 7,703,125
11,000,000 Capmark Financial Group, Inc., 2,000,000 US Oncology Holdings, Inc., PIK,
Term Loan, 2.425%, 6.428%, due 3/15/12 (b) 1,900,000
due 3/23/11* (b) 3,318,337 21,248,125
CIT Group, Inc.: Media - 2.82%
2,245,499 7.000%, due 5/1/15 1,962,005 Clear Channel Worldwide Holdings, Inc.:
6,242,498 7.000%, due 5/1/16 5,384,155
1,000,000 Series A, 9.250%, due 12/15/17 (a) 1,027,500
8,739,498 7.000%, due 5/1/17 7,483,195
GMAC, Inc.: 4,000,000 Series B, 9.250%, due 12/15/17 (a) 4,140,000
5,150,000 7.250%, due 3/2/11 5,214,375 5,000,000 DEX Media West LLC/Dex Media
3,000,000 7.000%, due 2/1/12 3,007,500 West Finance Co., 8.500%,
10,877,258 Marsico Parent Co. LLC, Term Loan B, due 8/15/10 * 6,350,000
5.312%, due 12/14/14 (b) 7,423,728 2,000,000 DEX Media West LLC, Term Loan B,
5,000,000 National Money Mart Co., 10.375%, due 10/24/14 (b) 1,955,000
due 12/15/16 (Canada) (a) 5,300,000 2,000,000 RH Donnelley Corp., Term Loan D1,
2,925,000 Nuveen Investments, Inc., Term Loan, due 6/30/11 (b) 1,950,000
12.500%, due 7/31/15 (b) 3,076,126 15,422,500
4,000,000 PREIT Associates L.P., 4.000%,
due 6/1/12 (a) 3,480,000 Metals & Mining - 4.98%
4,266,285 Aleris International, Inc., Term Loan,
45,649,421 13.000%, due 2/13/10 (b) (f) 4,364,942
Food & Beverage - 2.78% FMG Finance Party, Ltd. (Australia):
Pinnacle Foods Finance LLC/ 2,000,000 10.000%, due 9/1/13 (a) 2,125,000
Pinnacle Foods Finance Corp.: 10,998,000 10.625%, due 9/1/16 (a) 12,510,225
2,000,000 9.250%, due 4/1/15 2,020,000 8,000,000 Murray Energy Corp., 10.250%,
13,000,000 9.250%, due 4/1/15 (a) 13,130,000 due 10/15/15 (a) 8,180,000
15,150,000 27,180,167
Gaming - 1.30% Retail - 3.40%
2,000,000 Harrah’s Operating Co., Inc., 17,330,000 Blockbuster, Inc., 11.750%,
11.250%, due 6/1/17 2,135,000
due 10/1/14 (a) 12,737,550
6,000,000 Harrah’s Operating Co., Inc.,
5,500,000 Rite Aid Corp., 10.250%,
Term Loan B2, 3.249%,
due 1/28/15 (b) 4,978,128 due 10/15/19 (a) 5,843,750
7,113,128 18,581,300

See accompanying notes to the Portfolios of Investments.

16
 Third Avenue Trust
Third Avenue Focused Credit Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)
Principal Value Principal Value
Amount ($) Issues (Note 1) Amount ($) Issues (Note 1)
Corporate Debt Instruments (continued) Utilities - 3.01%
Technology - 2.69% 500,000 Energy Future Holdings Corp.,
16,957,954 First Data Corp., Term Loan B1, 10.000%, due 1/15/20 (a) $ 516,250
2.982% due 9/24/14 (b) $ 14,702,783 19,468,112 Texas Competitive Electric Holdings Co.
LLC, Term Loan, 3.731%,
Telecommunications - 6.30% due 10/10/14 (b) 15,896,259
8,000,000 Clearwire Communications
LLC/Clearwire Finance Inc., 16,412,509
12.000%, due 12/1/15 (a) 8,080,000 Total Corporate Debt Instruments
11,970,000 Digicel Group, Ltd., 8.875%, (Cost $442,298,567) 451,033,263
due 1/15/15 (Bermuda) (a) 11,670,750
9,000,000 Intelsat Jackson Holdings, Ltd., Shares
11.250%, due 6/15/16 (Bermuda) 9,607,500 Common Stocks - 0.27%
5,000,000 West Corp., 9.500%, due 10/15/14 5,050,000 Building Products - 0.02%
34,408,250 3,000 Nortek, Inc. (d) 118,500
Transportation - 6.73% Financial Services - 0.25%
5,954,523 Accuride Corp., Term Loan B, 42,780 CIT Group, Inc. (d) 1,361,260
due 6/30/13* (b) 5,975,787 Total Common Stocks
3,000,000 Navios Maritime Holdings/Finance, (Cost $1,189,015) 1,479,760
8.875%, due 11/1/17
(Marshall Islands) (a) 3,120,000 Principal
3,000,000 Navistar International Corp., Amount ($)
8.250%, due 11/1/21 3,045,000 Short Term Investments - 23.32%
Swift Transportation Co., Inc.:
1,300,000 8.023%, due 5/15/15 (a) (b) 1,118,000 Repurchase Agreement - 23.32%
3,000,000 12.500%, due 5/15/17 (a) 2,715,000 127,275,620 JPMorgan Securities, Inc., 0.01%,
2,500,000 Swift Transportation Co., Inc., dated 1/29/10, due 2/1/10 (c) (e) 127,275,620
Term Loan, due 5/10/14 (b) 2,306,250 Total Short Term Investments
16,562,939 Swift Transportation Co., Inc., (Cost $127,275,620) 127,275,620
Term Loan B, 6.250%,
Total Investment
due 5/10/14 (b) 15,935,915
Portfolio - 106.21%
2,500,000 United Maritime Group LLC/
United Maritime Group (Cost $570,763,202) 579,788,643
Finance Corp., 11.750%, Liabilities in excess of
due 6/15/15 (a) 2,531,250 Other Assets - (6.21%) (33,905,939)
36,747,202 NET ASSETS - 100.00% $545,882,704

See accompanying notes to the Portfolios of Investments.

17
 Third Avenue Trust
Third Avenue Focused Credit Fund
Portfolio of Investments (continued)
at January 31, 2010
(Unaudited)

Investor Class: Notes:

Net assets applicable to 18,503,384
shares outstanding
Net asset value, offering and
redemption price per share
Institutional Class:
Net assets applicable to 33,084,922
shares outstanding
Net asset value, offering and
redemption price per share
PIK: Payment-in-kind.
$195,767,780 (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, nor-
$10.58 mally to qualified institutional buyers.
(b) Variable rate security.
(c) Repurchase agreement collateralized by U.S. Treasury
Bond, par value $132,640,000, due 11/15/39, value
$350,114,924 $130,968,006.
(d) Non-income producing security.
$10.58 (e) A portion of this security is segregated for future fund
commitments.
(f) Effective February 8, 2010, the maturity date is extended
to May 13, 2010.
* Issuer in default.

Country Concentration
% of
Net Assets
________
United States* 89.81%
Canada 5.94
Bermuda 3.90
Australia 2.68
Norway 2.22
United Kingdom 1.09
Marshall Islands 0.57
________
Total 106.21%
________
________

* Includes cash equivalents.

See accompanying notes to the Portfolios of Investments.

18
 Third Avenue Trust
Notes to Portfolios of Investments
January 31, 2010
(Unaudited)

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 (commenced investment operations on August 31, 2009) (each a
“Fund” and, collectively, the “Funds”).
Accounting policies:
The policies described below are followed consistently by the Funds and are in conformity with accounting principles
generally accepted in the United States of America.
Security valuation:
Generally, the Funds’ investments are valued at market value. Securities traded on a principal stock exchange, includ-
ing 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 Trust’s Board of Trustees (the “Board”), the Funds
may adjust the prices of securities traded in foreign markets, as appropriate, to reflect the fair value as of the time the
Funds’ net asset values are calculated. 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. Temporary 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.
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 Trust’s Valuation Committee as authorized by the Board of the Trust, under procedures established
by the Board. At January 31, 2010, such securities had a total fair value of $59,260,665 or 1.10% of net assets of Third
Avenue Value Fund, $12,167,969 or 1.01% of net assets of Third Avenue Small-Cap Value Fund, $21,825,027 or
1.55% of net assets of Third Avenue Real Estate Value Fund and $17,884,434 or 1.28% of net assets of Third Avenue
International Value Fund. There were no fair valued securities for Third Avenue Focused Credit Fund at January 31,
2010. Among the factors considered by the Trust’s Valuation Committee in determining fair value are: the type of secu-
rity, trading in unrestricted securities of the same issuer, the financial condition of the issuer, the percentage of the
Fund’s beneficial ownership of the issuer’s common stock and debt securities, the operating results of the issuer and the

19
 Third Avenue Trust
Notes to Portfolios of Investments (continued)
January 31, 2010
(Unaudited)

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. Restricted securities often have costs associated
with subsequent registration. The restricted securities currently held by the Funds are not expected to incur any mate-
rial future registration costs.
Fair Value Measurements:
In accordance with Financial Accounting Standards Board Accounting Standard Codification (“FASB ASC”) FASB
ASC 820-10, Fair Value Measurements and Disclosures (formerly Statement of Financial Accounting Standards (“SFAS”)
No. 157), 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 unad-
justed 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). FASB ASC 820-
10-35-39 to 55 provides three levels of the fair value hierarchy 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;
• Level 2—Inputs other than quoted prices that are observable for the asset or liability either directly or indi-
rectly, 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 instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is signifi-
cant to the fair value measurement. However, the determination of what constitutes “observable” requires significant
judgment by the Adviser. The Adviser considers 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.
Effective October 31, 2009, the Funds adopted the authoritative guidance included in FASB ASC 820-10, Fair Value
Measurements and Disclosures (formerly FSP FAS 157-4). This FASB provides guidance in determining fair value when
the volume and level of activity for the asset or liability significantly decreased and identifying transactions that are not
orderly. FASB ASC 820-10-35-51A to 51H indicates that if an entity determines that either the volume and/or level
of activity for an asset or liability has significantly decreased (from normal conditions for that asset or liability) or price
quotations or observable inputs are not associated with orderly transactions, increased analysis and management judg-

20
 Third Avenue Trust
Notes to Portfolios of Investments (continued)
January 31, 2010
(Unaudited)

ment will be required to estimate fair value. Valuation techniques such as an income approach might be appropriate to
supplement or replace a market approach in those circumstances. The guidance provides a list of factors to determine
whether there has been a significant decrease in relation to normal market activity. Regardless of the valuation tech-
nique and inputs used, the objective for the fair value measurement in those circumstances is unchanged from what it
would be if markets were operating at normal activity levels and/or transactions were orderly; that is, to determine the
current exit price as promulgated by FASB ASC 820-10. The guidance also requires additional disclosures regarding
inputs and valuation techniques used, change in valuation techniques and related inputs, if any, and more disaggre-
gated information relating to debt and equity securities.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with
investing in those securities.

21
 Third Avenue Trust
Notes to Portfolios of Investments (continued)
January 31, 2010
(Unaudited)

The following is a summary by level of inputs used to value the Funds’ investments as of January 31, 2010:
Third Avenue Third Avenue Third Avenue Third Avenue
Third Avenue Small-Cap Real Estate International Focused
__Value
_________Fund
_______ __Value
_________Fund
_______ __Value
_________Fund
_______ __Value
_________Fund
_______ _Credit
__________Fund
_______
Level 1: Quoted Prices
Investments in Securities:
Common Stocks & Warrants:
Aerospace & Defense $ — $ 1,840,651 $ — $ — $ —
Advertising — — — 29,454,131 —
Agriculture — 47,988,125 — 92,677,769 —
Annuities & Mutual Fund
Management & Sales 174,540,000 — — — —
Automotive 547,835,560 — — — —
Building & Construction
Products/Services — — — 6,325,561 118,500
Chemical & Allied Products — 53,675,912 — —
Computer Peripherals — 15,988,222 — — —
Consumer Products — 25,412,481 — — —
Corporate Services — — — 9,529,640 —
Depository Institutions 104,993,713 — — — —
Diversified Operations 442,160,612 — — 83,544,206 —
Electronics Components 35,694,125 45,418,533 — 126,420,287 —
Energy/Services — 88,420,475 — — —
Financial Insurance 32,142,730 — — — —
Financial Services 7,465,258 — — — 1,361,260
Forest Products & Paper — 38,228,413 — 57,020,393 —
Healthcare Services — 51,096,084 — — —
Holding Companies 1,219,581,287 115,146,493 — 133,282,672 —
Home Development 33,600,000 — — — —
Industrial & Agricultural Equipment 6,067,520 — — — —
Industrial Equipment — 33,009,274 — — —
Insurance — — — 194,167,338 —
Insurance & Reinsurance — 44,437,175 — — —
Investment Companies — — — 21,212,835 —
Life Insurance — 35,974,738 — — —
Machinery — — — 24,350,644 —
Media — — — 2,855,080 —
Metals & Mining — — — 40,074,789 —
Metals Manufacturing — 51,195,368 — — —
Mutual Holding Companies 12,136,136 — — — —

22
 Third Avenue Trust
Notes to Portfolios of Investments (continued)
January 31, 2010
(Unaudited)

Third Avenue Third Avenue Third Avenue Third Avenue

Third Avenue Small-Cap Real Estate International Focused
__Value
_________Fund
_______ __Value
_________Fund
_______ __Value
_________Fund
_______ __Value
_________Fund
_______ _Credit
__________Fund
_______
Non-U.S. Real Estate
Consulting/Management $ — $ — $ 16,754,260 $ — $ —
Non-U.S. Real Estate Investment Trusts — — 107,768,094 — —
Non-U.S. Real Estate
Operating Companies 937,564,632 92,503,336 545,385,533 53,309,843 —
Oil & Gas — 21,637,982 — — —
Oil & Gas Production & Services 387,503,234 — — 29,936,728 —
Other Financial — — — 43,273,850 —
Pharmaceuticals — — — 57,881,014 —
Securities Trading Services — 33,674,018 — — —
Semiconductor Equipment
Manufacturers & Related — 19,892,212 — — —
Software — 36,928,123 — — —
Steel & Specialty Steel 395,325,000 — — — —
Technology-Hardware — — — 42,616,830 —
Telecommunications 62,758,455 19,325,856 — 77,956,889 —
Transportation — 2,615,964 — 35,074,115 —
U.S. Real Estate Investment Trusts — — 73,105,811 — —
U.S. Real Estate Operating Companies 260,616,156 83,783,608 206,328,090 — —
Utilities, Utility Service Companies
& Waste Management 154,295,557 — — — —
Preferred Stocks:
Insurance & Reinsurance 8,377 — — — —
U.S. Real Estate Investment Trust — — 2,110,440 — —
U.S. Real Estate Operating Companies — — 7,574,125 — —
Limited Partnerships:
Infrastructure _________6,400,000
___________ __________________—
__ __________________—__ __________________—
__ __________________—
__
Total for Level 1 Securities $4,820,688,352
____________________ ___$958,193,043
_________________ ___$959,026,353
_________________ $1,160,964,614
____________________ ______$1,479,760
______________

23
 Third Avenue Trust
Notes to Portfolios of Investments (continued)
January 31, 2010
(Unaudited)

Third Avenue Third Avenue Third Avenue Third Avenue

Third Avenue Small-Cap Real Estate International Focused
__Value
_________Fund _______ __Value
_________Fund
_______ __Value
_________Fund
_______ __Value
_________Fund
_______ _Credit
__________Fund
_______
Level 2: Other Significant Observable Inputs
Investments in Securities:
Common Stocks:
U.S. Real Estate Operating Companies $ — $ — $50,562,997 $ — $ —
Debt Securities issued by the
U.S. Treasury and other government
corporations and agencies:
U.S. Treasury Inflation Indexed Notes — 11,699,281 — — —
Corporate Debt Instruments 245,654,106 69,040,057 116,302,616 3,698,180 451,033,263
Purchased Options:
Foreign Currency Put Options — 3,218,475 2,568,392 6,395,115 —
Short Term Investments:
Repurchase Agreement 94,946,292 56,338,607 244,592,258 168,416,182 127,275,620
U.S. Government Obligations _____199,963,800
_______________ _______94,962,577
_____________ _______24,995,475
_____________ _______49,995,029
_____________ __________________—
__
Total for Level 2 Securities _____540,564,198
_______________ ____________________ ____________________ ____________________ ____578,308,883
235,258,997 439,021,738 228,504,506 ________________
Level 3: Significant Unobservable Inputs
Investments in Securities:
Common Stocks:
Auto Supply — — — — —
Consumer Products 26,318 — — — —
Financial Insurance 555,000 — — — —
Forest Products & Paper — 5,327,969 — 17,884,434 —
Insurance & Reinsurance 219,775 — — — —
Manufactured Housing 35,000,000 — — — —
U.S. Real Estate Operating Companies 8,311,410 — 5,686,259 — —
Limited Partnerships:
Holding Companies — 6,840,000 — — —
Insurance & Reinsurance 229,040 — — — —
Investment Fund — — 16,138,768 — —
Preferred Stock:
Auto Supply — — — — —
Financial Insurance — — — — —
Insurance & Reinsurance 271,577 — — — —
Corporate Debt Instruments _______14,647,545
_____________ __________________— __ __________________— __ __________________— __ __________________— __
Total for Level 3 Securities ______59,260,665
______________ ______12,167,969
______________ ______21,825,027
______________ ______17,884,434
______________ __________________— __
Total Value of Investments $5,420,513,215
________________________________________ $1,205,620,009
________________________________________ $1,419,873,118
________________________________________ $1,407,353,554
________________________________________ __$______579,788,643
________________________________

24
 Third Avenue Trust
Notes to Portfolios of Investments (continued)
January 31, 2010
(Unaudited)

Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine
fair value:
Net change in
unrealized
appreciation/
(depreciation)
Net change in attributable to
Balance as of unrealized Balance as of assets still
10/31/09 appreciation/ Net Transfer out 1/31/10 held at
(fair value)
_______________ (depreciation)
_______________ purchases
___________ of Level 3
______________ (fair value)
______________ period end
________________
Third Avenue Value Fund
Common Stocks:
Auto Supply $ — $ — $ — $ — $ — $ —
Consumer Products 26,318 — — — 26,318 —
Financial Insurance 38,067 516,933 — — 555,000 516,933
Insurance & Reinsurance 485,375 (265,600) — — 219,775 (265,600)
Manufactured Housing 35,000,000 — — — 35,000,000 —
U.S. Real Estate
Operating Companies 7,077,981 1,233,429 — — 8,311,410 1,233,429
Corporate Debt Instruments 14,647,545 — — — 14,647,545 —
Limited Partnerships:
Insurance & Reinsurance 234,146 (5,106) — — 229,040 (5,106)
Preferred Stocks:
Auto Supply — — — — — —
Financial Insurance — — — — — —
Insurance & Reinsurance 271,577
___________ —
___________ —
___________ —
____________ 271,577
___________ —
___________
Total $57,781,009
___________
___________ $___________
1,479,656
___________ $___________
—
___________ $ —
____________
____________ $59,260,665
___________
___________ $ 1,479,656
___________
___________
Third Avenue Small-Cap Value Fund
Common Stocks:
Forest Products & Paper $ 5,167,444 $ 160,525 $ — $ — $ 5,327,969 $ 160,525
Limited Partnerships:
Holding Companies 6,412,500
___________ 427,500
___________ —
___________ —
____________ 6,840,000
___________ 427,500
___________
Total $11,579,944
___________
___________ $___________
588,025
___________ $___________
—
___________ $ —
____________
____________ $12,167,969
___________
___________ $ 588,025
___________
___________
Third Avenue Real Estate Value Fund
Common Stocks:
U.S. Real Estate
Operating Companies $59,252,009 $ 843,851 $ — $(54,409,601) $ 5,686,259 $ 843,851
Limited Partnerships:
Investment Fund —
___________ 104,247
___________ 16,034,521
___________ —
____________ 16,138,768
___________ 104,247
___________
Total $59,252,009
___________
___________ $ 948,098
___________
___________ $16,034,521
___________
___________ $(54,409,601)
____________
____________ $21,825,027
___________
___________ $___________
948,098
___________

Third Avenue International Value Fund

Common Stocks:
Forest Products & Paper $17,345,597 $ 538,837 $ — $ — $17,884,434 $ 538,837

25
 Third Avenue Trust
Notes to Portfolios of Investments (continued)
January 31, 2010
(Unaudited)

Floating rate obligations:

The Funds may invest in debt securities with interest payments or maturity values that are not fixed, but float in con-
junction with an underlying index or price. These securities may be backed by U.S. government or corporate issuers,
or by collateral such as mortgages. The indices and prices upon which such securities can be based include interest rates,
currency rates and commodities prices. Floating rate securities pay interest according to a coupon which is reset peri-
odically. The reset mechanism may be formula based on, or reflect the passing through of, floating interest payments
on an underlying collateral pool. These obligations generally exhibit a low price volatility for a given stated maturity or
average life because their coupons adjust with changes in interest rates.
Repurchase agreements:
The Funds may invest excess cash in repurchase agreements whereby the Funds purchase securities, which serve as col-
lateral, with an agreement to resell such collateral at the maturity date of the repurchase agreement. Securities pledged
as collateral for repurchase agreements are held by the Funds’ custodian bank until maturity of the repurchase agree-
ment. Provisions in the agreements require that the market value of the collateral is at least equal to the repurchase value
in the event of default. In the event of default, the Funds have the right to liquidate the collateral and apply the pro-
ceeds in satisfaction of the obligation. Under certain circumstances, in the event of default or bankruptcy by the other
party to the agreement, realization and/or retention of the collateral may be subject to legal proceedings.
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 denominated in foreign currencies: At the prevailing rates of exchange on the valuation date.
• Investment transactions: At the prevailing rates of exchange on the date of such transactions.
Security transactions:
Security transactions are accounted for on a trade date basis.
2. INVESTMENTS
The following information is based upon the book basis of investment securities as of January 31, 2010:
Small-Cap Real Estate International Focused
Value Fund
_______ Value Fund
_______ Value Fund
_______ Value Fund
_________ Credit Fund
_________
Gross unrealized appreciation $1,201,291,001 $ 154,687,755 $ 206,319,219 $ 149,371,252 $ 14,899,076
Gross unrealized depreciation ____(846,499,165)
___________________ ____(232,018,805)
___________________ ____ (222,063,188)
__________ _________ (239,588,372)
_____ _______(5,873,635)
_____
Net unrealized appreciation/
(depreciation) $_____354,791,836
__________________ _$_____(77,331,050)
_________________ _$_____(15,743,969)
_________________ $______(90,217,120) $ 9,025,441
_________________ _______ _____
Aggregate book cost $5,065,721,379
_______________________ $1,282,951,059
_ ______________________ $1,435,617,087
_ ______________________ $1,497,570,674
_______________________ $570,763,202
_______ _____
_______________________ _______________________ _______________________ _______________________ ____________

26
 Third Avenue Trust
Notes to Portfolios of Investments (continued)
January 31, 2010
(Unaudited)

3. COMMITMENTS AND CONTINGENCIES

Third Avenue Value Fund has committed a $1,755,000 capital investment to RS Holdings of which $1,022,245 has
been funded as of January 31, 2010. Under certain circumstances this commitment may be payable to RS Holdings,
although the Adviser believes that this commitment is no longer enforceable. Accordingly, Third Avenue Value Fund
has segregated securities valued at $732,755 to meet this contingency.
Third Avenue Small Cap Value Fund has committed $5,000,000 to Swift Transportation Co., Inc. pursuant to a revolv-
ing credit loan, of which the entire amount has not been funded as of January 31, 2010. This commitment may be
payable upon demand of Swift Transportation Co., Inc. Accordingly, Third Avenue Small Cap Value Fund has segre-
gated securities valued at $5,000,000 to meet this contingency.
Third Avenue Focused Credit Fund has committed $1,892,139 to RH Donnelley Corp. pursuant to a revolving credit
loan, of which the entire amount has not been funded as of January 31, 2010. This commitment may be payable upon
demand of RH Donnelley Corp. Accordingly, Third Avenue Focused Credit Fund has segregated securities valued at
$1,892,139 to meet this contingency.
In addition, Third Avenue Focused Credit Fund has committed $1,000,000 to Swift Transportation Co., Inc. pursuant
to a revolving credit loan, of which the entire amount has not been funded as of January 31, 2010. This commitment
may be payable upon demand of Swift Transportation Co., Inc. Accordingly, Third Avenue Focused Credit Fund has
segregated securities valued at $1,000,000 to meet this contingency.
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.
For additional information regarding the accounting policies of the Funds, refer to the most recent financial statements
in the N-CSR filing at www.sec.gov.

27
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 BOARD OF TRUSTEES
Jack W. Aber Marvin Moser
David M. Barse Eric Rakowski
William E. Chapman, II Martin Shubik
Lucinda Franks Charles C. Walden
Edward J. Kaier Martin J. Whitman

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
PNC Global 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

Third Avenue Funds

622 Third Avenue
New York, NY 10017
Phone 212-888-5222
Toll Free 800-443-1021
Fax 212-888-6757
www.thirdave.com