Exhibit 99.2
JOINT INSURED AGREEMENT
AGREEMENT dated July 1, 2009, among the registered investment companies
advised by Third Avenue Management LLC, ("the Adviser") which are listed on
Schedule A (collectively, the "Funds").
WHEREAS, each of the Funds are named as an insured in a fidelity bond
issued by Vigilant Insurance Company, a member of the Chubb group of companies,
as of July 1, 2009 (the "Fidelity Bond"), which Fidelity Bond is intended to be
in full compliance with Rule 17g-1 under the Investment Company Act of 1940
("Rule 17g-1"); and
WHEREAS, the Funds desire to enter into an agreement in order to meet the
requirements of Rule 17g-1 and to assure that premiums on the Fidelity Bond are
allocated in a fair and equitable manner; and
WHEREAS, in the absence of any reasonable ability to quantify their
respective fidelity risks, it is policy of each of the Funds to maintain a
minimum amount of fidelity insurance at least equal to the amount required by
Rule 17g-1(d).
Now, THEREFORE, the Funds do hereby agree as follows:
1. In the event that the insured losses of two or more Funds are such that
the aggregate amount of all recoveries thereon is limited by the face amount of
the Fidelity Bond, the amount recoverable by each Fund shall be at least equal
to the amount of the "Minimum Insurance" allocated to such Fund pursuant to the
provision hereof and any remaining amount recoverable under the Fidelity Bond in
respect of such losses shall then be applied in proportion to the remaining
insureds by unsatisfied loss or losses of each of the Funds affected by such
limitation.
2. The pro forma allocation of Minimum Insurance to each of the Funds is
set forth in Schedule B hereto which will be amended and a copy thereof
furnished to each of the Funds whenever any of the Funds increase or decrease
the amount of its Minimum Insurance. In no event, however, shall the Minimum
Insurance allocated to any of the Funds be less than the amount required for its
asset size by Rule 17g-1.
3. Each Fund may, at any time, increase its allocation of Minimum
Insurance upon payment of the premium required for such additional insurance
provided that the face amount of the Fidelity Bond can increase accordingly or
be supplemented by a policy of excess insurance. Effective as of the annual
renewal of the Fidelity Bond, each of the Funds may also decrease the amount of
its Minimum Insurance to an amount which shall not, however, be less than that
required by the provision of this paragraph.
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4. Any other registered investment company or additional series of such an
investment company for which the Adviser or its affiliates serve as investment
adviser (an "Additional Fund") may become a party to this Agreement by (a)
executing a copy of this Agreement (copy of which will be furnished to each of
the Funds) and/or being added to Schedules A and B hereto, and (b) paying the
premium for any required increase in the amount of the Fidelity Bond if the
underwriter of the Fidelity Bond is willing to add such Additional Fund as an
additional insured and increase the amount equal to the Minimum Insurance
required for such Additional Fund by the provisions hereof.
5. The total premium payable for the Fidelity Bond shall be allocated to
each of the Funds in relation to their respective amount of Minimum Insurance
carried by any of the Funds or for any Additional Fund will be prorated over the
remaining term of the Fidelity Bond.
6. The Agreement shall remain in effect for as long as two or more of the
Funds (including any Additional Fund) are insured under the terms of the
Fidelity Bond. Any fund shall, however, have the right to terminate, at any
time, its participation in the Fidelity Bond and in this Agreement provided the
losses incurred prior to such termination shall be governed by the provision of
this Agreement and the amount of any return premium to which such Fund shall be
entitled will be limited to the amount actually obtained from the underwriter in
respect of such termination.
IN WITNESS WHEREOF, the parties hereto have executed this Joint
Insured Agreement as of the date first written below.
THIRD AVENUE TRUST,
on behalf of each of its series set
forth on Schedule A hereto.
By:
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Date:
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THIRD AVENUE VARIABLE
SERIES TRUST, on behalf of
each of its series set forth on
Schedule A hereto.
By:
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Date:
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SCHEDULE A
LIST OF REGISTERED INVESTMENT COMPANIES
THIRD AVENUE TRUST, on behalf of its series:
Third Avenue Value Fund
Third Avenue Small-Cap Value Fund
Third Avenue Real Estate Value Fund
Third Avenue International Value Fund
THIRD AVENUE VARIABLE SERIES TRUST, on behalf of its series:
Third Avenue Value Portfolio
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Schedule B
Third Avenue Funds
Rule 17g-1 Fidelity Bond Coverage
Proposed Premium Allocation
For the Period from July 1, 2009 through June 30, 2010
Gross Assets (in millions) Required Minimum Annual
at March 10, 2009 Coverage Premium
-------------------------- ---------------- ---------
THIRD AVENUE TRUST
Third Avenue Value Fund $3,539 $2,300,000 $3,469.49
Third Avenue Small-Cap
Value Fund $ 877 $1,000,000 $1,508.48
Third Avenue Real Estate
Value Fund $ 781 $1,000,000 $1,508.48
Third Avenue International
Value Fund $ 831 $1,000,000 $1,508.48
TRUST TOTAL $6,028 $2,500,000 $7,994.93
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Third Avenue Variable
Series Trust
Third Avenue Value
Portfolio $ 155 $ 600,000 $ 905.07
TRUST TOTAL $ 155 $ 600,000 $ 905.07
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Grand Total $6,183 $3,100,000 $8,900.00
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Current Coverage with Hartford as of July 1, 2008 through June 30, 2009.
Renewal Proposal with Vigilant Insurance Company for Term July 1, 2009 - June
30, 2010
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