FENIMORE ASSET MANAGEMENT TRUST
N-30D, 1996-08-20
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                        FAM Value Fund
                      Semi-Annual Report
                        June 30, 1996
                     a 100% No-Load Fund

Dear Shareholder:                                 July 1996

The first six months of 1996 have started in a fashion
reminiscent of last year's experience; your fund is ahead
7.0%.  While this return far outstrips inflation and
provides a decent return in the short term, we are also
aware that the S&P 500 has advanced 10.1% and the Russell
2000 is up 9.7%. For the last 18 months, small cap value
investors have taken a back seat to larger cap investments.

For your review, I have included a performance chart of FAM
Value Fund since inception.Longer term, the FAM Value Fund
has a trailing 12-month return of 17.8% and a five-year
compounded annual rate of return of 13.5%.

Over the past year, expectations of investors have risen to
levels that we believe are not sustainable. Compounded
returns of 18-20% may be achieved in the short term, but
over five- to ten-year cycles it is unrealistic to expect
that trend to be sustained. The reason lies in simple
economics. Corporate profits, on average, have grown at 8-9%
over the last 35 years. Given the slowdown of the economy
and the current inflation and interest rates, no one expects
rapid growth above this norm. Compounded investment returns
of 18-20% suggest that corporate profits will increase at a
much more rapid rate than 8-9%. On the other hand, over the
last 70 years, stock prices have grown on average at only a
9-10% rate. It is no coincidence that this rate approximates
the same rate of growth as corporate earnings.
Realistically, expected returns should be much lower.
Keeping this in mind, we continue with our goal of finding
investments that can double in value over five to six years.
This clearly aligns with a lower expectation of a 12-15%
compounded annual rate of return.

<PAGE>


Our niche has been to focus on understandable businesses. In
this regard, you will not find us venturing into high tech
areas where changing conditions are the norm. Change works
against being able to predict what may happen in the future.
We prefer to stick with simpler businesses that allow for a
higher degree of predictability. As Warren Buffett has said,
"Why bet on difficult things when success can be achieved by
concentrating on simple things?" As a case in point, FAM
Value was helped in the first six months by MailBoxes Etc.,
Kaydon Corporation, Allied Group, First Colony and Hannaford
Brothers _ a pack and ship business, a bearing manufacturer,
two insurance companies, and a supermarket chain. All
represent very understandable businesses. These businesses
are highly profitable and are managed in every case by
extremely capable people whom we admire. Yet none of them
sell at outrageously high prices. In the case of Allied
Group and First Colony, they can still be purchased at a
reasonable P/E of 10x annual earnings, which compares
favorably to the current market average P/E of 19x annual
earnings. These stocks have risen in price based on their
economic merit, not on the inflated expectations of
speculators in the marketplace.

Consistent application of our value investment philosophy
has proven to be successful over long time periods. In this
regard, we believe investing is more like running in a
marathon than in a 100 yard dash! While it might be
exhilarating to ride on the jet trail of the latest IPO
blast-off, we assure you we will not invest your capital
based on a "wing and a prayer" notion about the future.We
are pleased and thankful that you have put your faith in us.
We promise you that we will continue our rigorous value
approach to investing.

                                        Sincerely,

                                         Thomas O. Putnam
                                         President


<PAGE>

Statement of Investments

June 30, 1996 (Unaudited)

COMMON STOCKS (100%)             Shares         Value
AUTOMOTIVE (0.63%)

Spartan Motors, Inc.            213,950     $ 1,604,625

BANKING (12.27%)
* Centennial Bancorp            103,653       1,451,142
Centura Banks, Inc.             146,250       5,374,687
First Bank System                20,924       1,213,592
First Empire Corporation         17,300       4,169,300
ONBANCorp                       230,000       7,532,500
One Valley Bancorp               93,500       3,225,750
* Plumas Bank                    57,024         684,288
SouthTrust Corporation          142,000       3,993,750
* Transworld Bancorp             69,615       1,009,417
TrustCo Bank Corp. NY           122,797       2,363,842
                                             31,018,268

CHEMICAL (0.94%)
WD-40 Company                    50,400       2,368,800

COMPUTER SOFTWARE & SERVICES (0.47%)
Cognex Corporation               74,100       1,194,863

CONSUMER PRODUCTS (3.70%)
Jostens, Inc.                   238,300       4,706,425
* Safety 1st, Inc.               65,400         547,725
Stanhome                        155,000       4,107,500
                                              9,361,650

CONSUMER SERVICES (0.62%)
* Franklin Quest                 75,800       1,572,850

DIVERSIFIED MANUFACTURING (6.74%)
CLARCOR, Inc.                   182,500       4,516,875
!* ESSEF Corporation            277,250       4,782,562
Raven Industries                145,450       2,945,363
!* Versa Technologies, Inc.     355,758       4,802,732
                                             17,047,532

<PAGE>


ELECTRICAL/ELECTRONICS (3.61%)
* C-Cor Electronics             353,200     $ 6,357,600
* IFR Systems                   169,000       2,070,250
Sage Laboratories, Inc.          45,500         693,875
                                              9,121,725

FINANCIAL SERVICES (11.65%)
!* Allied Capital Advisors      500,000       3,687,500
American Express                219,500       9,795,188
Fund American                   111,975       9,069,975
Salomon, Inc.                   157,000       6,908,000
                                             29,460,663

GROCERY STORES (2.97%)
Hannaford Brothers              229,900       7,500,487

HEALTH CARE (15.15%)
CR Bard, Inc.                   300,000      10,200,000
!* CONMED Corporation           748,862      19,938,451
* Copley Pharmaceuticals, Inc.  149,100       1,975,575
!* Hycor Biomedical             800,000       3,600,000
* Minntech Corporation          139,000       1,511,625
!* Scherer Healthcare           287,025       1,076,344
                                             38,301,995

INSURANCE (22.22%)
! Allied Life                   241,800      4,836,000
Allied Group, Inc.              210,350      9,150,225
Donegal Group, Inc.             116,000      2,001,000
First Colony Corporation        270,300      8,379,300
! Intercargo Corporation        588,800      5,078,400
!* Midland Financial Group,Inc. 317,200      3,608,150
Poe & Brown, Inc.                52,700      1,304,325
Protective Life Corporation     167,200      5,872,900
Reliastar Financial             233,100     10,052,438
UNUM Corporation.               73,380       4,567,905
Vesta Insurance Group           40,000       1,335,000
                                            56,185,643


<PAGE>

MACHINERY & EQUIPMENT (10.26%)
IDEX Corporation                104,400    $ 3,967,200
Kaydon Corporation              297,500     12,792,500
! Modern Controls, Inc.         277,812      2,882,300
Regal-Beloit                     53,300      1,052,675
Tennant Corporation             201,400      5,236,400
                                            25,931,075

MAIL ORDER & CATALOG (0.68%)
Blair Corporation                72,600      1,715,175

POSTAGE & BUSINESS SERVICE (5.43%)
!* Mailboxes Etc.               600,000     13,725,000

PRINTING (2.66%)
* CSS Industries, Inc.          241,500      5,675,250
Deluxe Corporation               29,600      1,050,800
                                             6,726,050

TOTAL INVESTMENTS (Cost $195,855,629)     $252,836,401

* Non-income producing
! See Note 5


<PAGE>


            STATEMENTS OF ASSETS AND LIABILITIES
                    June 30 (Unaudited)

ASSETS
Investment in securities at market value
(Cost $195,855,628)                     $252,836,401
Cash at interest                          14,512,273
Dividends and interest receivable            372,765
Total Assets                             267,721,439

LIABILITIES
Payable for investment securities 
 purchased                                   899,973
Accrued management fees                      221,223
Accrued expenses                             126,369
Total Liabilities                          1,247,565

NET ASSETS
Source of Net Assets:
Net capital paid in on shares of  
 beneficial interest                 $197,006,763
Undistributed net investment income       829,953
Accumulated net realized gains         11,656,385
Net unrealized appreciation            56,980,773

Net Assets                             $ 266,473,874

Net asset value per share; 
10,133,620 shares of
beneficial interest outstanding (Note 3)     $ 26.30


<PAGE>

                  STATEMENT OF OPERATIONS
           Six Months Ended June 30, 1996 (Unaudited)

INVESTMENT INCOME
Income:
Dividends                               $2,159,126
Interest                                   373,878
        Total Income                     2,533,004

Expenses:
Investment advisory fee (Note 2)         1,319,393
Administrative fee (Note 2)                 32,985
Custodian fee                               18,706
Registration fees                           14,167
Shareholder servicing and related 
 expenses                                  185,720
Professional fees                           23,825
Printing and mailing                        58,490
Trustees                                     5,432
Other                                       45,058
        Total Expenses                   1,703,776
        Net Investment Income              829,228

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments        11,656,353
Unrealized appreciation of investments
 for the period                          5,303,222
        
        Net Gain on Investments         16,959,575

Net Increase in Net Assets 
 from Operations:                      $17,788,803



<PAGE>


               STATEMENTS OF CHANGES IN NET ASSETS
     Six Months Ended June 30, 1996 (Unaudited) and Year Ended
                        December 31, 1995

                                                Six Months      Year Ended
                                              Ended June 30,   December 31,
                                                   1996            1995

Change in Net Assets from Operations:
Net investment income                           829,228         $2,208,847
Net realized gain on investments             11,656,353          4,211,001
Unrealized appreciation for the period        5,303,222         37,399,564
Net Increase in Net Assets From Operations   17,788,803         43,819,412

Distributions to Shareholders from:
Net investment income                              _            (2,209,176)
Net realized gain on investments                   _            (4,210,980)

Capital Share Transactions (Note 3)         (18,472,865)        19,179,600

Total (Decrease) Increase in Net Assets        (684,062)        56,578,856

Net Assets:
Beginning of period                          267,157,936       210,579,080
End of period                                266,473,874       267,157,936



<PAGE>

                       NOTES TO FINANCIAL STATEMENTS
                                (Unaudited)

Note 1.   Summary of Accounting Policies
        FAM Value Fund (the "Fund") is a series of Fenimore Asset
        Management Trust, a no-load, diversified, open-end
        management investment company registered under the
        Investment Company Act of 1940. The investment objective of
        the Fund is to seek a high long term total return consisting
        of appreciation and dividend income from investments in
        equity related securities. The following is a summary of
        significant accounting policies followed in the preparation
        of its financial statements.

        a) Valuation of Securities _ Securities traded on a national
        securities exchange or admitted to trading on NASDAQ are
        valued at the last reported sales price. Common stocks for
        which no sale was reported, and over-the-counter securities,
        are valued at the last reported bid price. Short term
        securities are carried at amortized cost, which approximates
        market value.

        b) Federal Income Taxes _ It is the Fund's policy to comply
        with the requirements of the Internal Revenue Code
        applicable to regulated investment companies and to
        distribute all of its taxable income to its shareholders.
        Therefore, no provision for federal income tax is required.

        c) Use of Estimates _ The preparation of financial
        statements in conformity with generally accepted accounting
        principles requires management to make estimates and
        assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and
        liabilities at the date of the financial statements and the
        reported amounts of increases and decreases in net assets
        from operations during the reporting period. Actual results
        could differ from those estimates.

        d) Other _ Securities transactions are recorded on the trade
        date basis. Interest income is accrued as earned and
        dividend income is recorded on the ex-dividend date.
        Dividends and distributions to shareholders, which are
        determined in accordance with income tax regulations, are
        recorded on the ex-dividend date.

Note 2.   Investment Advisory Fees and Other Transactions
        with Affiliates
        Under the Investment Advisory Contract, the Fund pays an
        investment advisory fee to Fenimore Asset Management, Inc.
        (the "Advisor") equal, on an annual basis, to 1% of the
        Fund's average daily net assets. Certain officers and
        trustees of the Fund are also officers and directors of the
        Advisor. The Advisor is required to reimburse the Fund for
        its expenses to the extent that such expenses, including the
        advisory fee, for any fiscal year exceed 2% of the average
        daily net assets. No such reimbursement was required for the
        six months ended June 30, 1996. FAM Shareholder Services,
        Inc. (FSS), a company under common control with the Advisor,
        serves as a shareholder servicing agent for which it
        received a monthly fee of $1.75 per shareholder account.
        Additionally, FSS serves as the fund administrative agent
        for which it received a fee equal, on an annual basis, to
        .025% of the Fund's average daily net assets. For the six
        months ended June 30, 1996, administrative fees amounted to
        $32,985.


<PAGE>

Note 3.   Shares of Beneficial Interest
        At June 30, 1996, an unlimited number of $.001 par value
        shares of beneficial interest were authorized. Transactions
        were as follows:           
        
                                   Six Months Ended           Year Ended
                                    June 30, 1996          December 31, 1995
                               Shares         Amount       Shares        Amount
        Shares sold           621,813    $15,708,377    2,306,111   $51,452,609
        Shares issued on rein-
        vestment of dividends   ---            ---        251,458     6,135,577
        Shares redeemed    (1,356,274)  (34,181,242)   (1,696,462)  (38,408,586)
        Net (decrease) 
         increase            (734,461) $(18,472,865)      861,107   $19,179,600


Note 4.   Investment Transactions
        During the period ended June 30, 1996, purchases and sales
        of investment securities, other than short term obligations,
        were $18,601,025 and $30,778,534. The cost of securities for
        federal income tax purposes is the same as shown in the
        investment portfolio. Realized gains and losses are reported
        on an identified cost basis.

        The aggregate gross unrealized appreciation of portfolio
        securities, based on cost for federal income tax purposes,
        was as follows:

                Unrealized appreciation            $75,068,037
                Unrealized (depreciation)          (18,087,264)
                Net unrealized appreciation        $56,980,773


Note 5.   Holdings of 5% Voting Securities of Portfolio Companies
        Investments in portfolio companies, 5% or more of whose
        outstanding voting securities are held by the Fund, are
        defined in the Investment Company Act of 1940 as affiliated
        companies. Investments in affiliated companies as of June
        30, 1996, amounted to $68,017,441. For the period ended June
        30, 1996, dividend income of $180,911 was received from
        affiliated companies, as well as net realized gains of
        $4,673,020 from the sale of such securities.


<PAGE>


Note 6.   Selected Financial Information
Per share information        
(For a share 
 outstanding 
 throughout   Six Months Ended    ---------- Years Ended December 31,----------
 the year)     June 30, 1996      1995      1994        1993      1992     1991

Net asset value, 
 beginning of year    $24.58    $21.04    $20.40      $20.50    $16.87   $12.06

Income from investment 
 operations:
Net investment income   0.08      0.21      0.12        0.09      0.10     0.08
Net realized and 
 unrealized gain (loss)
 on investments         1.64      3.94      1.27       (0.05)     4.11     5.63

Total from investment 
 operations             1.72      4.15      1.39        0.04      4.21     5.71

Less distributions:
Dividends from net
 investment income        -      (0.21)    (0.12)      (0.09)    (0.10)   (0.08)

Distributions from 
 net realized gains       -      (0.40)    (0.63)      (0.05)    (0.48)   (0.82)

Total distributions       -      (0.61)    (0.75)      (0.14)    (0.58)   (0.90)

Change in net asset 
 value for the year     1.72       3.54      0.64      (0.10)      3.63     4.81

Net asset value, 
 end of year          $26.30     $24.58    $21.04      $20.40    $20.50   $16.87

Total Return          14.11%*    19.71%     6.82%       0.21%    25.08%   47.63%


Ratios/supplemental data
Net assets, 
 end of year (000)  $266,474    267,158    210,579    220,138    44,694   13,943

Ratios to average 
 net assets of:
Expenses               1.29%*     1.25%      1.39%      1.39%     1.50%    1.49%
Net investment 
 income                3.22%*     0.92%      0.58%      0.57%     0.81%    0.66%
Portfolio turnover 
 rate                  7.43%      9.67%      2.15%      4.83%     9.84%   13.56%
Average commission 
rate paid (per share)     $0.0622

* Annualized


<PAGE>

Investment Advisor
Fenimore Asset Management, Inc.
Cobleskill, NYCustodian

Custodian
Chase Manhattan Bank, N.A.New York, NY

Accounting Firm
McGladrey & Pullen, LLP
New York, NY

Trustees
Roger A. Hannay
John W. Krueger, CLU
Thomas O. Putnam
Diane C. Van Buren
Bernard H. Zais, CLU

Legal Counsel
Dechert Price & Rhoads
Washington, DC

Shareholder Servicing Agent
FAM Shareholder Services, Inc.
Cobleskill, NY
                        

<PAGE>

                        FAM
                Equity-Income Fund
                Semi-Annual Report
                  June 30, 1996
                A 100% No-Load Fund

Dear Shareholder:                                 July 1996

I would like to take this opportunity to welcome you as a
new shareholder in the FAM Equity-Income Fund. FAM Equity-
Income had its birth on April 1, 1996. While three months is
far too short a period of time to judge any fund, we are
quite pleased with Equity-Income's beginnings.

For the record, your fund was up 2.2% for the period ending
June 30, 1996. This was achieved with less than one half of
the fund's assets being invested for the full quarter. As of
the end of the quarter, your fund had 14 investments. Our
35% cash position is much larger than we anticipate for year-
end.

We have often been asked what sets FAM Equity-Income apart
from its sister fund, FAM Value. First and foremost, Equity-
Income will invest mostly in dividend paying companies. To
date, all of the companies owned by Equity-Income pay a
dividend. The dividends and interest earned by Equity-Income
will be distributed quarterly rather than yearly, as is done
with the FAM Value Fund. One goal of the Equity-Income Fund
is to attain a consistently growing dividend and interest
income stream that can be relied upon by the shareholders of
this fund.

Fundamentally, our analysis of companies that are
appropriate for your fund is worth reiterating. In the first
place, we are looking for niche businesses that are easily
understandable. As Warren Buffett has said, "Why bet on
difficult things when success can be achieved by
concentrating on simple things." Secondly, we want to own
businesses that are highly profitable and are able to fuel
their growth out of internal cash. Debt is not the most
desirable partner of a good business. Thirdly, we seek
companies with an able management team. It is much easier to
sleep at night if your business partner can be trusted and
respected. Lastly, in a very risky stock market environment,
we will only pay a reasonable price for a stock. The success
of your fund depends, to a large extent, on our ability to
predict the future success of businesses owned by the fund.
Since our crystal ball is limited, we cautiously pay for
stocks at a fraction of what we feel they may be worth.

All current holdings of the Equity-Income Fund, we feel,
meet the above criteria and pay an adequate dividend.
Although there is some overlap, we feel FAM Equity-Income
truly has its own identity. We feel its structure provides
you with a reasonable expectation of total return (capital
appreciation plus income) over the next five to six years.

Thank you for your initial vote of confidence. Paul Hogan
and I promise to continue working diligently to merit your
future confidence.

                                        Sincerely,

                                        Thomas O. Putnam
                                        President



<PAGE>

            STATEMENT OF ASSETS AND LIABILITIES
                June 30, 1996 (Unaudited)

ASSETS
Investment in securities at market value
 (Cost $1,283,295)                                   $1,309,976
Cash at interest                                         57,807
Dividends and interest receivable                         6,259
Deferred registration fees                               12,846
Deferred organization costs                              14,094
        Total Assets                                  1,400,982

LIABILITIES
Payable to investment advisor                            23,140
Accrued advisory fees                                     1,013
Accrued expenses                                          4,338
Total Liabilities                                        28,491

NET ASSETS
Source of Net Assets:
   Net capital paid in on shares of
    beneficial interest                  $1,345,779
   Undistributed net investment income           31
   Net unrealized appreciation               26,681

        Net Assets                                   $1,372,491

Net asset value per share; 
 135,093 shares of beneficial 
 interest outstanding (Note 3)                          $ 10.16


<PAGE>

                        STATEMENT OF INVESTMENTS
                        June 30, 1996 (Unaudited)

                                Shares              Value
COMMON STOCKS (67.71%)
BANKING (8.11%)
SouthTrust Corp.                2,000             $ 56,250
TrustCo Bank Corp. NY           2,600               50,050
106,300

CHEMICAL (4.67%)
WD-40 Company                   1,300               61,100

CONSUMER PRODUCTS (4.07%)
Jostens Inc.                    2,700               53,325

DIVERSIFIED MANUFACTURING (14.70%)
CLARCOR, Inc.                   3,300               81,675
Gorman-Rupp                     4,400               58,300
Raven Industries                2,600               52,650
                                                   192,625

HEALTH CARE (14.75%)
ADAC Labs.                      3,000               68,250
Atrion Corporation              2,500               63,750
Landauer Inc.                   2,900               61,262
                                                   193,262

INSURANCE (10.56%)
Poe & Brown, Inc.               2,800               69,300
ReliaStar Financial             1,600               69,000
                                                   138,300


<PAGE>


REAL ESTATE INVESTMENT TRUSTS (6.13%)
New Plan Realty                 3,800             $ 80,275

REGULATED INVESTMENT COMPANIES (4.72%)
Allied Capital Corp.            4,500               61,875
Total Common Stocks 
 (cost $860,381)                                   887,062

SHORT TERM OBLIGATIONS (32.29%)
U.S. Treasury Bills, 4.0% to 4.4%
with maturities to 8/22/96
(cost $422,914)               425,000              422,914
Total Investments 
 (Cost $1,283,295)                              $1,309,976



<PAGE>


                        STATEMENT OF OPPERATIONS
         April 1, 1996 (inception) to June 30, 199 (Unaudited)

INVESTMENT INCOME
Income:
Dividends                               $ 5,219
Interest                                  5,532
Total income                             10,751

Expenses:
Investment advisory fee (Note 2)          2,136
Administrative fee (Note 2)                  53
Custodian fee                             1,167
Organization costs                          742
Shareholder servicing 
 and related expenses                       324
Registration fees                         4,782
Professional fees                         2,000
Trustees                                  1,323
Printing                                    824
        
        Total expenses                              13,351
        Less: Investment advisory fee 
         and other expenses waived 
         orassumed by advisor(Note 2)              (10,147)
        Net expenses                                 3,204
        Net investment income                        7,547

Realized and Unrealized Gain on Investments:
Unrealized appreciation of 
 investments for the period                         26,681
Net Increase in Net Assets from Operations:       $ 34,228


<PAGE>


                STATEMENT OF CHANGES IN NET ASSETS
                          (Unaudited)

                                                     April 1, 1996
                                                    (inception) to
                                                     June 30, 1996

Change in Net Assets from Operations:
Net investment income                                   $ 7,547
Unrealized appreciation for the period                   26,681
Net Increase in Net Assets From Operations               34,228

Distributions to Shareholders from:
Net investment income                                    (7,516)

Capital Share Transactions (Note 3)                   1,345,779
Total Increase in Net Assets                          1,372,491

Net Assets:
Beginning of period                                           0
End of period                                        $1,372,491


<PAGE>

                        NOTES TO FINANCIAL STATEMENTS
                                (Unaudited)

1. Summary of Accounting Policies
        FAM Equity-Income Fund (the "Fund"), which began operations
        on April 1, 1996, is a series of Fenimore Asset Management
        Trust, a no-load, diversified, open-end management
        investment company registered under the Investment Company
        Act of 1940. The investment objective of the Fund is to seek
        a high long term total return consisting of appreciation and
        dividend income from investments in equity related
        securities. The following is a summary of significant
        accounting policies followed in the preparation of its
        financial statements.

        a) Valuation of Securities
        Securities traded on a national securities exchange or
        admitted to trading on NASDAQ are valued at the last
        reported sales price. Common stocks for which no sale was
        reported, and over-the-counter securities, are valued at the
        last reported bid price. Short term securities are carried
        at amortized costs, which approximates market value.

        b) Federal Income Taxes
        It is the Fund's policy to comply with the requirements of
        the Internal Revenue Code applicable to regulated investment
        companies and to distribute all of its taxable income to its
        shareholders. Therefore, no provision for federal income tax
        is required.

        c) Use of Estimates
        The preparation of financial statements in conformity with
        generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the
        financial statements and the reported amounts of increases
        and decreases in net assets from operations during the
        reporting period. Actual results could differ from those
        estimates.

        d) Other
        Securities transactions are recorded on the trade date
        basis. Interest income is accrued as earned and dividend
        income is recorded on the ex-dividend date. Dividends and
        distributions to shareholders, which are determined in
        accordance with income tax regulations, are recorded on the
        ex-dividend date.

        e) Deferred Organization Option
        Organization costs of $14,836 were deferred and are being
        amortized on a straight line basis over a period of 60
        months, commencing with the Fund's date of inception.

        f) Deferred Registration Fees
        Registration fees of $17,128 were deferred and are being
        amortized on a straight line basis over a period of 12
        months, commencing with the Fund's date of inception.

2. Investment Advisory Fees and Other Transactions with Affiliates
        Under the Investment Advisory Contract, the Fund pays an
        investment advisory fee to Fenimore Asset Management, Inc.
        (the "Advisor") equal, on an annual basis, to 1% of the
        Fund's average daily net assets. The Advisor is required to
        reimburse the Fund for its expenses to the extent that such
        expenses, including the advisory fee, for any fiscal year
        exceeds 1.5% of the average daily net assets. During the
        period ended June 30, 1996, the Advisor waived its
        investment advisory fee and assumed other operating expenses
        aggregating $10,147.


<PAGE>

        FAM Shareholder Services Inc. ("FSS"), a company under
        common control with the Advisor, serves as a shareholder
        servicing agent for which it received a monthly fee of $1.75
        per shareholder account. Additionally, FSS serves as the
        fund administrative agent for which it received a fee equal,
        on an annual basis, to .025% of the Fund's average daily net
        assets. For the period ended June 30, 1996, administrative
        fees amounted to $53.

        Certain officers and trustees of the Fund are also officers
        and directors of the Advisor.

3. Shares of Beneficial Interest
        At June 30, 1996, an unlimited number of $.001 par value
        shares of beneficial interest were authorized. Transactions
        were as follows:
                                April 1, 1996 (inception) to
                                        June 30, 1996
                                       Shares            Amount
                Shares sold           135,389        $1,348,753
                Shares issued on
                 reinvestment of 
                 dividends                677             6,842
                Shares redeemed          (973)           (9,816)
                Net increase          135,093        $1,345,779

4. Investment TransactionsDuring the period April 1, 1996
        (inception) to June 30, 1996, purchases and sales of
        investment securities, other than short term obligations,
        were $860,381 and $0. The cost of securities for federal
        income tax purposes is the same as shown in the investment
        portfolio.

        The aggregate gross unrealized appreciation of portfolio
        securities, based on cost for federal income tax purposes,
        was as follows:

                Unrealized appreciation       $40,236
                Unrealized (depreciation)     (13,555)
                Net unrealized appreciation   $26,681

<PAGE>

5. Selected Financial Information

Per share information                                   April 1, 1996
(For a share outstanding                               (inception) to
throughout the period)                                  June 30, 1996

Net asset value, beginning of period                        $10.00

Income from investment operations:
Net investment income                                         0.06
Net realized and unrealized gain
(loss) on investments                                         0.16

Total from investment operations                              0.22

Less distributions:
Dividends from net investment income                          0.06

Change in net asset value for the period                      0.16

Net asset value, end of period                              $10.16

Total Return                                                  6.42%*


Ratios/supplemental data
Net assets,end of period (000)                              $1,372

Ratios to average net assets of:
    Expenses, total                                           5.51%*
    Expenses, net of deferred reimbursement                   1.50%*
    Net investment income                                     3.44%*
Portfolio turnover rate                                        150%
Average commission rate paid  (per share)                   $0.0469*

*Annualized


<PAGE>

Investment Advisor
Fenimore Asset Management, Inc.
Cobleskill, NY

Custodian
Chase Manhattan Bank, N.A.
New York, NY

Accounting Firm
McGladrey & Pullen, LLP
New York, NY

Trustees
Roger A. Hannay
John W. Krueger, CLU
Thomas O. Putnam
Diane C. Van Buren
Bernard H. Zais, CLU

Legal Counsel
Dechert Price & Rhoads
Washington, DC

Shareholder Servicing Agent
FAM Shareholder Services, Inc.Cobleskill, NY



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