U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Fenimore Asset Management Trust
2. Name of each series or class of funds for which this notice is filed:
FAM Equity-Income Fund
3. Investment Company Act File Number: 811-4750
Securities Act File Number: 33-7190
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
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6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to Rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
Number: 0
Amount: $0
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
Number: 0
Amount: $0
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 224,909
Amount: $2,284,587
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
Number: 224,909
Amount: $2,284,587
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
Number: 3,189
Amount: $33,792
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on Rule 24f-2 (from Item 10): $2,284,587
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): +33,792
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): -$73,221
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
Rule 24e-2 (if applicable): $0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on Rule 24f-2 (line (i), plus line
(ii), less line (iii), plus line (iv)) (if applicable):
$2,245,158
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6): 1x/3300
(vii) Fee due (line (i) or line (v) multiplied by line (vi)):$680.35
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: February 13, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title):* /s/Diane C. Van Buren
Secretary and Treasurer
Date: February 21, 1997
* Please print the name and title of the signing officer below the signature.
February 21, 1997
Fenimore Asset Management Trust
118 North Grand Street
Cobleskill, New York 12043
Gentlemen:
As counsel for Fenimore Asset Management Trust (the "Trust") during the
fiscal year ended December 31, 1996, we are familiar with the Trust's
registration under the Investment Company Act of 1940 and with the registration
statement relating to its shares of beneficial interest (the "Shares") under the
Securities Act of 1933 (the "Registration Statement") with respect to FAM Value
Fund and FAM Equity-Income Fund, the Trust's two investment series. We have also
examined such other trust records, agreements, documents and instruments as we
have deemed appropriate.
Based upon the foregoing, it is our opinion with respect to the Shares the
registration of which is being made definite by the Notices pursuant to Rule
24f-2 under the Investment Company Act of 1940 (the "Notices") being filed by
the Trust for its fiscal year ended December 31, 1996, assuming such Shares were
sold at the public offering price and delivered by the Trust against receipt of
the net asset value of the Shares in compliance with the terms of the
Registration Statement and the requirements of applicable law, that such Shares
were, when sold, legally issued, fully paid and non-assessable.
We consent to the filing of this opinion in connection with each of the
Notices on Form 24F-2 to be filed by the Trust with the Securities and Exchange
Commission for the Trust's fiscal year ended December 31, 1996.
Very truly yours,
