Third Avenue Small-Cap Value Fund letter for the third quarter ended July 31, 2016.

Dear Fellow Shareholders:

We are pleased to provide you with the report of the Third Avenue Small-Cap Value Fund (the “Fund”) for the quarter ended July 31,2016.

Third Avenue Small-Cap Value Fund

Fundamental Focus in the Face of Macro Mania

One of our favorite sayings is that most economists make one yearly forecast and fifty-one subsequent weekly revisions. It helps explain why trying to predict macro trends is not part of our investment philosophy.We believe that we are better served by our time-tested philosophy of seeking portfolio companies that exhibit the trifecta of: creditworthiness, the ability to compound book value growth over time,and that trade at a significant discount to our fair value estimate of net asset value (“NAV”). We use these factors not only to determine portfolio inclusion but also position size.

The fiscal third quarter was a good example of why attempts to play the macro game are so often futile. A combination of factors dashed early expectations for economic strength: a weak 2Q16 GDP report at 0.6%; a weaker than expected May U.S. jobs report that disappointed hopes for a near-term U.S.Fed funds increase; and the unexpected Brexit vote to have Britain leave the EU. It all fueled a market sell-off.Then,almost on cue, the market finished the quarter with a strong rally, fueled by an outsized positive June U.S. jobs report that defied market pundits. It was enough to make an investor’s head spin.Not around here though, as we stuck to our core philosophy, taking advantages of opportunities without letting ourselves get distracted by the macro noise.

Third Avenue Small-Cap Value Fund – Performance

Central Banks Continue to Influence Markets

The Third Avenue Small-Cap Value Fund returned 5.65%1 in the quarter vs.7.65%on the Russell 2000 Value 2. Calendar year-to-date performance was almost right on index levels at 11.79% vs.11.81%, respectively. In the quarter,we did not have any significant detractors.The largest detractor, Visteon Corporation, had relative underperformance of 49 basis points to the benchmark as it consolidated strong year-to-date gains.

The decision by the U.S.Fed to defer a rate increase this summer, along with indications of even more aggressive monetary easing by several leading central banks, including Britain, Japan and the EU, respectively, provided markets with the equivalent of another massive shot of quantitative easing (QE). This prompted a rally for the quarter at companies in interest rate sensitive sectors (REITS +14.17%,Utilities+9.65%,Consumer Staples+13.07%).

While we have reviewed the interest rate sensitive sectors, we see little upside valuation opportunities.These sectors seemed stretched by investors hungry for yield,with U.S. 10-year yield touching recent lows in the quarter at 1.37%. We believe these macro sector moves should normalize over time.

Activity

Volatility Provided Opportunity

We had a very active quarter, initiating positions in three new companies,building positions in 10 existing holdings and trimming positions in 23 companies. Although the three additions are all classified as consumer names,we do not see an over-arching theme.Rather, this is an example of where index sector labels can be misleading. We view these additions as three distinct businesses,and one of them, SPPlus, is a truly unique business,as we discuss below.

The three largest additions to owned companies during the quarter were in Interface, NetScout and WCI Communities.We continued to opportunistically build our position sizes in Interface and NetScout, which were initiated in 2Q16. We took advantage of weakness in WCI Communities created by a slow spring home selling season in Florida to increase our position at a compelling discount to tangible book value.

The three largest trims were in Broadridge,CST Brands and FTI Consulting,all due to significant price increases. It is notable that we were able to add to both CST Brands and FTI Consulting on weakness in fourth-quarter 2015,which is an example of price-disciplined position sizing and patient buying in portfolio construction.

New Positions

G-III Apparel Group

G-III Apparel Group (“G-III”) is a designer,manufacturer, and marketer of men’s and women’s apparel. While not a household name, the numerous brands G-III works with very much are, including Calvin Klein and Tommy Hilfiger. G-III was founded in the 1950sand today is one of the larger companies in the apparel industry with more than $2 billion of annual sales and a remarkable track record.

Perhaps the aspect that attracted us most to G-III is its increasingly strong opportunities for growth. In particular, it was recently awarded the license for the Tommy Hilfiger North America women’s line.Hilfiger’s licensor, PVH Corp., awarded G-III the license in recognition of the strong growth G-III has been able to generate for Calvin Klein. PVH awarded the Klein licenses to G-III over the last decade,and if past is prologue,Hilfiger could be a billion dollar sales opportunity for G-III. G-III has also added other prominent brands to its portfolio, including Karl Lagerfeld and G.H.Bass, some licensed and some fully owned. Company management believes Lagerfeld and Bass alone represent an opportunity to grow G-III sales about a billion dollars over the coming years.

Simultaneously,e-commerce represents a large opportunity for G-III as it is very actively expanding business through the websites of department stores and Amazon, unlike many of its apparel peers. In addition toG-III’s outlook for growth,we would highlight management’s strength, long tenure and extraordinary track record. The Goldfarb family, founders of G-III, is one of the largest shareholders and continues to lead the company. In an industry where outperformance over the long-term is rare,G-III and its management team have developed a reputation for superior design and merchandise quality at compelling price points,with best-in-class sourcing from around the world. Along the way, it has stayed disciplined,maintaining a strong balance sheet. This has resulted in exceptional compounding of the company’s book value over time at annualized rates around 20%.

With the tough year many department stores have had, it is noteworthy that G-III continues to perform remarkably well within stores with its products. That said,we believe the tough apparel landscape broadly has weighed on G-III’s share price this year and helped create the opportunity for our investment. While the cyclical pressures in the broader apparel sector will likely not quickly abate,we took the opportunity to meet with management recently and concluded that at the undemanding valuation of 9-10x EBIT, this was a very attractive long-term opportunity for the Third Avenue Small-Cap Value Fund.

Subsequent to our initial investment inG-III, the company announced the acquisition of another iconic brand,Donna Karan and DKNY. While the acquisition and associated first year earnings per share dilution caught some investors by surprise and resulted in selling,we took the opportunity to continue to slowly build our position on the weakness. We believe the Donna Karan acquisition has extended G-III’s sales growth trajectory well beyond Tommy Hilfiger and Karl Lagerfeld and provided a greater likelihood of G-III’s ability to compound value over the long-term despite the current retail sector softness.

FiestaRestaurant Group

FiestaRestaurant Group (“Fiesta”)was spun-off from Carrols Restaurant Group in 2012 and now operates two restaurant brands,Pollo Tropical and Taco Cabana.Both brands have had success in core markets, with 85% of Pollo Tropical’s restaurants in Florida and 99%of Taco Cabana’s in Texas.The company is now expanding into other regions. Both restaurants are well-positioned to benefit from the healthy diet trend. Pollo Tropical is one of the fastest growing ethnic food choices over the past 15

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