FENIMORE ASSET MANAGEMENT TRUST
N-30D, 1998-02-20
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                                      FAM

                                   VALUE FUND

                               EQUITY-INCOME FUND

                                 ANNUAL REPORT

                               DECEMBER 31, 1997



                                 A 100% No-Load
                                      Fund



FAM FUNDS
P.O. Box 399
Cobleskill, NY  12043
(800) 932-3271



<PAGE>


- --------------------------------------------------------------------------------


DEAR SHAREHOLDER:

     This year's annual report combines the reporting for the FAM Value Fund and
the FAM  Equity-Income  Fund.  While both funds  share a similar  value-oriented
philosophy,  they differ in their purpose. FAM Value is a fund that concentrates
on investing in businesses  that have  superior  long-term  prospects.  There is
little  concern  given to the  income  or  dividend  return  that may be paid to
shareowners.  In FAM  Value,  dividends  from stock  holdings  are an added plus
rather than a primary  consideration.  This fund is most suitable for long term,
growth oriented investors.

     FAM Equity-Income Fund shares the same value philosophy.  However,  in this
fund we focus on stocks  that pay a  dividend.  Thus,  we are able to  provide a
quarterly income distribution to the shareholders of the fund. Over the years we
have  observed that stocks with superior  investment  prospects  that also pay a
dividend  tend to provide a total return  (appreciation  plus  dividend  income)
similar to FAM Value's long term results. FAM Equity-Income Fund is suitable for
those  investors  who desire a quarterly  income  return  coupled with long term
appreciation.  Because  dividends  are much more  dependable  than  stock  price
movements,  we anticipate that FAM Equity-Income  will be slightly less volatile
than its sister fund.

- --------------------------------------------------------------------------------


                                      -2-


<PAGE>


FAM VALUE FUND 1997 PERFORMANCE

     During another year of exuberant markets, your Fund increased 39.06% during
the twelve months ending December 31, 1997. This compares favorably to the 33.4%
rise  of  the  S&P  500  composite   index  which  is  weighted  with  companies
considerably larger than those in the FAM Value Fund. It also compares favorably
with the 22.2% gain of the Russell 2000 index - a composite  of  companies  with
smaller  market  capitalizations  similar  to our  holdings.  While we view this
year's performance as being extraordinary,  we want to reinforce our belief that
one-year  results of this magnitude can not be projected.  Achieving 39.06% in a
year is an exceptional event, not a normal one, and one that is not likely to be
repeated.

     Our long term  results are much more  representative.  The FAM Value's five
and ten year  average  annual  total  returns of 14.7% and 18.9%,  respectively,
suggest more realistic  expectations.  As long term  investors,  we never assign
great  significance  to the  Fund's  performance  in a single  year.  Our  focus
continues  to be on a five to six year time  horizon.  Due to the  nature of our
long term value 'buy and hold'  strategy,  our stock holdings change very little
from  year to year.  For  taxable  shareholders  this is a plus,  since  our net
after-tax  return  compares very favorably with most funds which  typically have
higher turnover rates.

                                                      Total Return              
                                             10 Years Ended December 31, 1997
                                             --------------------------------
                                              Compounded      Final Value of
                                                Annual         a $10,000
                                              Growth Rate    Initial Investment
                          ----------------------------------------------------- 
                          FAM Value Fund         18.9%           $56,302
                          ----------------------------------------------------- 
                          Russell 2000 Index     15.7%           $43,134
                          ----------------------------------------------------- 
                          S&P 500 Index          18.0%           $52,534
                          ----------------------------------------------------- 

     A review of 1997 indicates that our disappointments were few. We hope to be
able to repeat this statement in future annual reports, but we doubt it! Our two
worst performers - Hycor Biomedical (-47.9%) and Copley (-39.2%), combined had a
negative  impact  of  less  than  1%  on  performance.  Raven  (-3.2%),  another
disappointment,  is a stock that has performed well in the past and we expect it
will in the future.  You can be assured that the business  prospects for all our
stock holdings are being monitored carefully.

     On a  positive  note,  we  give  a  standing  ovation  to  the  outstanding
performance  of  numerous  Fund  holdings.  ESSEF  (+102.6%),   Vesta  Insurance
(+89.9%),  and SouthTrust  (+86%) are only a few of the  securities  which added
significantly  to your total return.  Our gratitude  goes out to the  management
teams of these  companies.  It is their ability to increase the enterprise value
of each business that has  contributed  greatly to their stock's  recognition in
the marketplace. We all owe them a great deal of thanks.

     Change was also the order of  business  for 1997.  Transworld  Bancorp,  an
original  holding in your Fund,  was purchased by Glendale  Federal for cash. We
cannot say enough  about the superb way Dave Hender,  President,  and Lou Galen,
Chairman,   managed  this  bank  over  the  years.   They  ably  confronted  the
difficulties  of the  California  banking  crisis in the early 1990s and built a
strong  franchise  through  good  times and bad.  This is a good  example of our
investment  philosophy.   While  the  stock  had  several  years  of  lackluster
performance, in the end it had a compounded return of 22.4%. We are sorry to say
goodbye to such a worthwhile friend.

     Two additional companies in the portfolio were acquired during the year and
remain in your Fund under their new names.  Mailboxes,  Etc., one of our largest
stock holdings, was merged into U.S. Office Products. Since we felt that we were
getting a favorable price for Mailboxes,  we significantly pared our position to
a smaller  holding in U.S.  Office  Products.  Salomon,  the other company,  was
acquired by Travelers. Travelers is an insurance and financial services company.
Over the years we have  admired th  excellent  job that Sandy  Weill,  CEO,  has
accomplished  and we welcome  our new  participation  in the growth of this fine
company.

                                      -3-

<PAGE>


1998 AND BEYOND

     As this is written, we have little idea what is in store for investments in
1998. Our optimism stems from the changing world we live in. As in the past, the
next five to ten years will be a period of dynamic  change.  In the last decade,
we could have neither  predicted  the fall of  communism,  nor  anticipated  the
positive impact this change continues to have on worldwide  economic  prosperity
as well as world peace. In the next decade,  we are confident  opportunities  in
every area, and especially for long term investors, will be abundant.

     However,  as value  investors,  we must  caution  you not to replace  sound
investment  principles  with  speculation no matter how optimistic the long term
outlook.  Benjamin Graham, the father of value investing,  stated it another way
in THE  INTELLIGENT  INVESTOR:  "In most periods the investor must recognize the
existence of a speculative  factor in his common stock holdings.  It is his task
to keep this component within minor limits,  and to be prepared  financially and
psychologically  for adverse  results that may be of short or long  duration." A
value  investment  approach  dictates  discipline,  particularly  when  economic
reality appears to be diverging from market activity. We have stated in the past
that the rate of growth of corporate earnings - especially for large companies -
has been slowing while stock prices  continue to move to higher levels.  As 1998
unfolds,  this divergence may become more evident. What this bodes for the stock
market is  unknown,  but we would be  remiss if we did not point out that  stock
prices and market indices will inevitably  decline at some future  juncture.  We
would not be alarmed at such an  occurrence.  On the contrary,  we would welcome
any decline as an opportunity to buy long term investments at bargain prices.

     Even with all the changes that are  occurring  around us, we can assure you
that we have made NO CHANGES  in our  investment  philosophy  or the way that we
manage  your Fund.  We continue to focus on  achieving  long term,  conservative
investment returns by utilizing a value approach. We look for good businesses in
industry  groups that we can understand and evaluate,  ones that are run by able
management  teams,  and those  which are  financially  strong  and  selling at a
reasonable price. Together these elements comprise FAM's investment  philosophy.
It is an approach that we have found  consistently  beneficial over long periods
of time and one which we will continue to adhere to in the future as well.


Sincerely,


/s/ Thomas O. Putnam                                   /s/ Diane C. Van Buren
Thomas O. Putnam                                       Diane C. Van Buren


                                      -4-


<PAGE>



                                 --------------
                                 FAM VALUE FUND
- --------------------------------------------------------------------------------
                              PERFORMANCE SUMMARY
                     For the Period Ended December 31, 1997


      Annual Total Investment Returns: January 2, 1987 to December 31, 1997
          ------------------------------------------------------------
                         FAM VALUE FUND  RUSSELL 2000 INDEX  S&P 500 INDEX
                              TOTAL           TOTAL             TOTAL
            FISCAL YEAR      RETURN           RETURN           RETURN
          ------------------------------------------------------------
               1987         -17.2%            - 8.8              5.3%
               1988          35.5%             24.9%            16.6%
               1989          20.3%             16.2%            31.7%
               1990         - 5.4%            -19.5%           - 3.1%
               1991          47.3%             46.1%            30.5%
               1992          25.1%             18.4%             7.6%
               1993           0.2%             18.9%            10.1%
               1994           6.8%            - 1.8%             1.3%
               1995          19.7%             28.4%            37.5%
               1996          11.2%             16.6%            22.9%
               1997          39.1%             22.2%            33.4%
          ------------------------------------------------------------
                                                           
[graph omitted here]

Graph depicts comparison of initial $10,000 investment in FAM Value Fund
versus the S&P 500 Index and the Russell 2000 Index for the years 1987 through
1997.


                            FAM           S&P 500    Russell 2000
                         Value Fund        Index        Index
                         ----------        -----        -----
               Initial     $10,000        $10,000       $10,000

                1987       $ 8,282        $10,530       $ 9,120

                1988       $11,219        $12,278       $11,391

                1989       $13,897        $16,170       $13,236

                1990       $12,768        $15,669       $10,655

                1991       $18,807        $20,448       $15,567

                1992       $23,528        $22,002       $18,432

                1993       $23,575        $24,224       $21,915

                1994       $25,178        $24,539       $21,521

                1995       $30,138        $33,741       $27,632

                1996       $33,514        $41,468       $32,192

                1997       $46,618        $55,318       $39,338





Past  performance  is not  indicate of future  results.  Investment  return and
principal value  fluctuate;  the value of your investment upon redemption may be
more or less than the initial amount invested.





                                      -5-




<PAGE>
                                 --------------
                                 FAM VALUE FUND
- --------------------------------------------------------------------------------
                               PORTFOLIO PROFILE
                            As of December 31, 1997


COMPARATIVE VALUATIONS
- -------------------------------------------------------------------------------
                                        FAM          Russell          S&P
                                       Value           2000*          500
- --------------------------------------------------------------------------------
Number of Stocks                         47            1950           499
Median Market Cap                     $652.7M          $500M          $6.8B
Price/Earnings Ratio                     20.7            20.4          24.3
Price/Book Ratio                          3.3             2.8           4.3
Return on Equity                         17.3            15.1          15.2
Earnings Growth Rate                     13.6            14.5          10.7
Turnover Rate                             9.47%           N/A            N/A

VOLATILITY MEASURES
- --------------------------------------------------------------------------------
                                        FAM            Russell         S&P
                                        Value           2000           500
- --------------------------------------------------------------------------------
R-Squared                               0.39            1.00           1.00
Beta                                    0.58            1.00           1.00

COMPOSITION OF TOTAL INVESTMENTS
- --------------------------------------------------------------------------------
Life Insurance                                        15%
Banking                                               14%
Financial Services                                    13%
Machinery & Equipment                                 13%
Property & Casualty Insurance                         11%
Other                                                 10%
Diversified Manufacturing                              7%
Healthcare                                             7%
Electrical/Electronics                                 4%
Short Term Obligations                                 3%
Printing                                               3%
- --------------------------------------------------------------------------------

For an explanation of the terms used in the above tables, please see page 10.
* Russell 2000 comparative valuations are as of 9/30/97.


                                Top Ten Holdings
                            (% of Total Net Assets)

CONMED Corporation                       6.4%
Kaydon Corporation                       5.9%
ReliaStar Financial                      5.8%
American Express                         4.2%
Fund American Ent                        4.1%
Allied Group, Inc.                       4.1%
ESSEF Corporation                        3.3%
Centura Banks                            3.0%
Protective Life Corporation              3.0%
SouthTrust Corporation                   2.7%




AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIOD ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
                                        1              5              10
                                       Year           Year           Year
- --------------------------------------------------------------------------------
FAM Value Fund                         39.1%          14.7%          18.9%
Russell 2000                           22.2%          16.4%          15.7%
S&P 500                                33.4%          20.3%          18.0%

- --------------------------------------------------------------------------------




                       See Notes To Financial Statements.

                                      -6-

<PAGE>



FAM EQUITY-INCOME FUND 1997 PERFORMANCE
During 1997, your Fund's per share value  increased  26.9%.  Our benchmark,  the
Russell  2000,  was up  22.2%.  We  attribute  this  performance  to the  market
recognizing  the  fundamental  value of the  companies in the Fund as well as to
growing earnings and increasing  dividends.  Larger companies have done well for
the last three years and appear to be fully valued. Investors are now turning to
smaller companies that are selling at more reasonable  valuations and which have
better  prospects for growth.  We invest only in companies  where we have a high
degree of confidence in the  management  teams.  Ultimately it is the management
team that is charged with  meticulously  executing their business  strategy.  We
constantly monitor to make sure these companies are wisely investing the capital
that we entrust to them - your capital. We have also had great success this year
in  finding  companies  that are  undervalued  and  which  have a  catalyst  for
unlocking that value.  This could be a new CEO, a new product,  or an attractive
acquisition.

Some of the stellar performers in the Fund include SouthTrust Corp. (+86%) which
continued to build its financial  services franchise value by growing its branch
network throughout  Florida.  The bank acquired several branches and assets from
other competitors.  SouthTrust has been very successful in loaning money as well
as  keeping  its  overhead  under  control.  We are  reassured  by the fact that
insiders  have been  buying  the stock at a  continuous  pace.  Management  also
increased the dividend by 13.6% in the first quarter of 1997.

Poe & Brown  began the year  selling at a deep  discount  to what we thought the
company  was really  worth.  We like the  company  because  of their  aggressive
approach to the insurance brokerage  business.  The company had doubled earnings
over the previous three years and was expected to increase 1997 earnings by more
than 15%.  The stock  returned  71.1% for the year.  The company also raised the
dividend by just over 7%.

New England Business Services  (+61.9%) was a turnaround  situation where we put
our faith in the management  team.  The new CEO, Bob Murray,  brought a "back to
basics" approach to the business and was able to achieve positive unit growth in
the core business of catalog  business  forms.  He also made three  acquisitions
during the year and is well on the way to doubling the size of the business. The
current dividend yield is 2.5%.

We also had a few  disappointments  during  the  course of the  year.  These are
companies that we think will make a meaningful  contribution  to the fund in the
future, but which need more time to execute their strategies.  ADAC Laboratories
(-17.3%) is a leader in the nuclear  medicine  field.  The company has developed
new methods for imaging internal organs that are used for diagnosing  cancer and
other tissue disease.  These procedures  recently  received wider  reimbursement
approval  and a full  rollout  of the  product  line will be  forthcoming.  This
equipment is drastically cheaper than competing alternatives and we feel it will
give the company a competitive edge in the future.

ATRION  Corporation  (-12.3%)  is a  medical  device  company  that sold off its
natural gas pipeline  business  early in the year.  Management's  strategy is to
focus on higher growth businesses such as medical devices and three acquisitions
in this area have been made over the last two years. The most recent acquisition
was  announced in  December.  The company is currently in the process of growing
its customer base. ATRION has no debt, which gives them further capacity to make
another acquisition this year.

                                      -7-

<PAGE>


Stanhome  Inc.  (+.8%)  is  another  company  that is  divesting  slower  growth
businesses.  They are  concentrating  on their core  giftware  and  collectibles
division Enesco. Early in 1997, the company announced that it would seek a buyer
for its direct selling and direct response businesses. The proceeds of the sales
will be used primarily for repurchasing stock and to a lesser extent for smaller
acquisitions. We believe this stock repurchase will drive the price of the stock
higher and earnings will be higher a a concentrated company. The stock currently
yields 4.2%.


FUTURE OUTLOOK
We enter 1998 with a large cash position (25%) that gives us the  flexibility to
take advantage of new stock ideas as well as add to existing positions. Overall,
the companies in the Fund are  anticipating  higher  profits in 1998 versus last
year. In addition,  companies that made  acquisitions  last year should see some
increase  in  earnings  this  year.  Many of the  companies  are also  likely to
increase their dividends as they have so often in the past.

We would be  remiss  if we did not offer a few  words of  caution.  Despite  the
expected  earnings  growth of the  companies in the Fund, we do not believe that
the return  achieved in 1997 is indicative of future  returns.  The  environment
over the last twelve months was unusually  favorable to investors.  There are no
guarantees that this positive environment is going to continue.  For example, it
is unknown  what effect the turmoil in South East Asian  markets will have on US
companies and the US financial markets. If we were to experience a correction in
the market,  we do believe that the Fund will be somewhat less volatile than the
overall  market  because of its high dividend  yield.  Nonetheless,  we would be
affected to some degree.

We will maintain our disciplined  approach to investing by  concentrating on the
fundamentals  of the business and only buying stock in those  companies that are
selling  at a  significant  discount  to what we feel is the  fair  value of the
company.  We will not put your  capital  at risk  for the sake of  reaching  for
unrealistic returns. Your confidence is most appreciated.

Sincerely,


/s/Thomas O. Putnam                                 /s/Paul C. Hogan, CFA
Thomas O. Putnam                                    Paul C. Hogan, CFA


                                      -8-

<PAGE>

                             ----------------------
                             FAM EQUITY-INCOME FUND
- --------------------------------------------------------------------------------
                              PERFORMANCE SUMMARY
                     For the Period Ended December 31, 1997

      Annual Total Investment Returns: April 1, 1996 to December 31, 1997
- --------------------------------------------------------------------------------
                         FAM Equity-Income   Russell 2000 Index   S&P 500 Index
Fiscal Year                Total Return        Total Return       Total Return
- --------------------------------------------------------------------------------
4/1/96-12/31/96                11.8%            10.3%                15.2%
     1997                      26.9%            22.2%                33.4%
- --------------------------------------------------------------------------------


[graph omitted here]

Graph depicts comparison of intital $10,000 investment in FAM Equity-Income
Fund versus the S&P 500 INdex and the Russell 2000 Index for the time periods
4/1/96 thorugh 12/31/96 and 1/1/97 through 12/31/97.

                         4/1/96-12/31/96          12/31/97
                         ---------------          --------

Initial                      $10,000              $10,000

FAM Equity-Income            $11,190              $14,200  

S&P 500 Index                $11,650              $15,541

Russell 2000 Index           $11,030              $13,479


Past  performance is not  indicative of future  results.  Investment  return and
principal value  fluctuate;  the value of your investment upon redemption may be
more or less than the initial amount invested.

                                      -9-


<PAGE>
                             ----------------------
                             Fam Equity-Income Fund
- --------------------------------------------------------------------------------
                               PORTFOLIO PROFILE
                            As of December 31, 1997

COMPARATIVE VALUATIONS
- --------------------------------------------------------------------------------
                                           FAM          Russell         S&P
                                           Equity-      2000*           500
                                           Income
- --------------------------------------------------------------------------------
Number of Stocks                            20           1950           499
Median Market Cap                        $463.2M        $500M          $6.8B
Price/Earnings Ratio                        16.3          20.4         24.3
Price/Book Ratio                             3.1           2.8          4.3
Return on Equity                            18.9          15.1         15.2
Earnings Growth Rate                         9.3          14.5         10.7
Turnover Rate                              15.63          N/A           N/A

COMPOSITION OF TOTAL INVESTMENTS
- --------------------------------------------------------------------------------
Short Term Obligations                           23%
Banking                                          14%
Printing                                         11%
Diversified Manufacturing                         9%
Registered Investment Company                     9%
Other                                             9%
Chemical                                          8%
Healthcare                                        8%
Consumer Products                                 5%
Real Estate
     Investment Trusts                            5%
- --------------------------------------------------------------------------------

For an explanation of the terms used in the above tables, please see page 10.
*Russell 2000 comparative valuations are as of 9/30/97.



                                TOP TEN HOLDINGS
                            (% OF TOTAL NET ASSETS)

Allied Capital Corporation                                       8.6%
TrustCo Bank NY                                                  5.8%
New England Bus. Services                                        5.7%
RPM, Inc.                                                        4.9%
New Plan Realty                                                  4.8%
Deluxe Corporation                                               4.7%
Raven Industries                                                 4.6%
Poe & Brown                                                      4.3%
Home Port Bancorp                                                4.2%
South Trust Corporation                                          3.8%




                       AVERAGE ANNUAL TOTAL RETURNS
                       FOR THE PERIOD ENDED DECEMBER 31, 1997
                       --------------------------------------

                                                      Since
                                              1     Inception
                                             Year   (4/1/96)
                       --------------------------------------
                       FAM Equity-Income     26.9%   22.2%
                       Russell 2000          22.2%   18.9%
                       S&P 500               33.4%   28.6%
                       --------------------------------------


                                      -10-



<PAGE>






                            -------------------------
                                   FAM FUNDS
- --------------------------------------------------------------------------------
                              DEFINITION OF TERMS

BETA. Beta is a measure of a fund's sensitivity to market movements. It measures
the  relationship  between a fund's  excess  return over  T-bills and the excess
return of the benchmark index.

EARNINGS  GROWTH RATE.  The earnings  growth rate is the annual  average rate of
growth in  earnings  over the past  five  years for the  stocks  currently  in a
portfolio.

EXPENSE RATIO. The expense ratio is the percentage of a portfolio's  average net
assets  used to pay its  annual  administrative  and  advisory  expenses.  These
expenses directly reduce returns to investors.

MEDIAN   MARKET  CAP.   The  median   market  cap  is  the  midpoint  of  market
capitalization (market price times shares outstanding) of stocks in a portfolio.

NUMBER OF STOCKS.  This is an indication of  diversification.  The more stocks a
portfolio holds, the more  diversified,  and the more likely it is to perform in
line with the overall stock market.

PRICE/BOOK RATIO. The share price of a stock,  divided by its net worth, or book
value, per share.  For a portfolio the weighted average  price/book ratio of the
stocks it holds.

PRICE/EARNINGS  RATIO  (P/E).  The  ratio  of a  stock's  current  price  to its
per-share   earnings  over  the  past  year.  P/E  is  an  indicator  of  market
expectations  about  corporate  prospects.  Typically,  the higher the P/E,  the
greater the  expectations for a company's  future growth.  For a portfolio,  the
weighted average P/E of the stocks it holds.

RETURN ON EQUITY. The rate of return generated by a company during the past year
for each dollar or  shareholder's  equity  (net  income for the year  divided by
shareholder's  equity).  For a portfolio,  the weighted average return on equity
for the companies represented in the portfolio.

R-SQUARED. R-Squared reflects the percentage of a fund's movements that are
explained by movements in its benchmark index.

TURNOVER RATE.  Indicates the trading activity during the past year.  Portfolios
with high turnover rates incur higher  transaction  costs and are more likely to
realize and  distribute  capital  gains  (which are taxable to  investors).  The
average turnover rates for stock mutual funds is about 80%.



                                      -11-

<PAGE>

                                ---------------
                                   FAM FUNDS
- --------------------------------------------------------------------------------
                           STATEMENTS OF INVESTMENTS
                            AND FINANCIAL STATEMENTS


               FAM Value Fund                            Page 13
               FAM Equity-Income Fund                    Page 22




                          INDEPENDENT AUDITOR'S REPORT

To the Board of Trustees and Shareholders of FAM Value Fund and FAM
Equity-Income Fund:


We have audited the accompanying statements of assets and liabilities, including
the statements of  investments,  of FAM Value Fund and FAM  Equity-Income  Fund,
each a series of Fenimore Asset  Management  Trust, as of December 31, 1997, the
related  statements of  operations  for the year then ended,  the  statements of
changes in net assets for each of the two years in the period then ended and the
selected  financial  information  for each of the five years in the period  then
ended.  These financial  statements and selected  financial  information are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these financial  statements and selected financial  information based
on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  financial  statements  and  selected
financial  information  are free of  material  misstatement.  An audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements.  Our procedures  included  confirmation of securities
owned as of December 31, 1997, by  correspondence  with the custodian.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  and selected  financial  information
referred to above  present  fairly,  in all  material  respects,  the  financial
position of the FAM Value Fund and the FAM  Equity-Income  Fund,  as of December
31, 1997, the results of their  operations,  the changes in their net assets and
the selected financial information for the periods indicated, in conformity with
generally accepted accounting principles.



/s/ McGladrey & Pullen, LLP
New York, New York
January 20, 1998


                                      -12-


<PAGE>


                                 --------------
                                 FAM VALUE FUND
- --------------------------------------------------------------------------------
                            STATEMENT OF INVESTMENTS
                               December 31, 1997



COMMON STOCKS (96.7%)                                    SHARES           VALUE
                                                         ------           -----
BANKING (14.4%)
Bank North Group ....................................    57,715      $ 3,708,189
- - multi-bank holding company in Burlington, VT                 
Centura Banks .......................................   146,250       10,091,250
- - bank holding company located in North Carolina               
First Empire Corporation ............................    17,300        8,044,500
- - bank holding company located in Buffalo, NY                  
One Valley Bancorp ..................................   146,093        5,661,104
- - largest bank holding company in West Virginia                
Plumas Bank .........................................    57,024        1,019,304
- - bank holding company located in                  
  Northern California                              
SouthTrust Corporation ..............................   142,000        9,008,125
- - bank holding company headquartered in Alabama                
TrustCo Bank Corporation NY .........................   162,398        4,425,346
- - regional bank in the upstate New York area                   
U.S. Bancorp ........................................    20,924        2,342,180
- - bank holding company headquartered in                              -----------
  Minneapolis, Minnesota                                              44,299,998
                                                                     -----------
                                                               
BUSINESS SERVICES (1.0%)
*U.S. Office Products ...............................   151,492        2,973,031
                                                                     -----------
- - supplier of office products and services to 
  small businesses

CHEMICAL (0.5%)
*WD-40 Company .....................................      50,800       1,473,200
                                                                     -----------
- - manufactures and distributes lubricant products

COMPUTER SOFTWARE & SERVICES (1.0%)
Reynolds & Reynolds ...............................      159,500       2,940,781
                                                                     -----------
- - software for automotive dealers and business forms

CONSUMER SERVICES (1.3%)
*Franklin Covey Company ............................     184,000       4,048,000
                                                                     -----------
- -  time management products and training seminars  

DIVERSIFIED MANUFACTURING (7.1%)
CLARCOR, Inc. ......................................     182,500       5,406,563
- - manufactures filtration and container products
* Environment One Corporation ......................      18,000         189,000
- - manufactures low pressure sewer systems and 
  detection systems
*+ESSEF Corporation ................................     678,370      10,853,920
- - water treatment and systems, swimming pool, and 
  spa equipment
+ Raven Industries .................................     254,441       5,470,482
- - manufactures plastics, electronics, and                            -----------
  sewn products                                                       21,919,965
                                                                      ----------


                       See Notes to Financial Statements.

                                      -13-

<PAGE>

                                ----------------
                                 FAM VALUE FUND
- --------------------------------------------------------------------------------
                       STATEMENT OF INVESTMENTS (Cont'd)
                               December 31, 1997
                                                         Shares      Value
- --------------------------------------------------------------------------------
ELECTRICAL/ELECTRONICS ( 4.4%)
*C-COR Electronics, Inc. .......................        420,600     $ 6,466,725
- - electronic equipment for cable and broadband 
  data transmission systems
+IFR Systems ...................................        424,500       6,579,750
- - communications, test and measurement, avionics, 
  fiber optic test instruments
Sage Laboratories, Inc. .........................        45,500         580,125
                                                                     ----------
- - microwave components and systems                                   13,626,600
                                                                     ----------

FINANCIAL SERVICES (12.8%)
American Express ..................................     154,500      13,789,125
- -  financial, travel, and information services firm
* Berkshire Hathaway ..............................          26       1,196,000
- -  holding company for various insurance &
   industrial companies
Financial Secs Assurance Hldgs. Ltd. ..............      51,800       2,499,350
- -  financial guaranty insurer of municipal bonds and 
   asset-backed securities
Fund American Enterprises Hldgs., Inc. ............     111,975      13,548,975
- -  financial guaranty, personal property and casualty, 
   and reinsurance
Travelers Group, Inc. .............................     152,550       8,218,631
                                                                     ----------
- -  P & C insurance, life insurance, Smith Barney 
   & Salomon Brothers                                                39,252,081
                                                                     ----------

GROCERY STORES (1.5%)
Hannaford Brothers .................................    105,700       4,591,344
- -  operates 143 supermarkets in 8 states from Maine
   to South Carolina

HEALTHCARE (7.4%)
*+CONMED Corporation ...............................    807,562      21,198,503
- -  advanced electrosurgical and disposable medical 
   products
* Copley Pharmaceuticals, Inc. .....................     54,700         307,688
- -  generic, prescription, and over-the-counter 
   pharmaceutical products
*+Hycor Biomedical .................................    800,000       1,250,000
- -  specializes in allergy diagnostic products                        ----------
                                                                     22,756,191
                                                                     ----------

PROPERTY AND CASUALTY INSURANCE (10.5%)
Allied Group, Inc. .................................    473,287      13,547,840
- - regional holding company which writes auto and 
  homeowners insurance
*Farm Family Holdings ..............................    173,000       5,633,313
- - insurance for members of Farm Bureau
Gainsco, Inc. ......................................     92,100         782,850
- - commercial auto insurance
+Intercargo Corporation ............................    429,650       5,692,863
- - specialty marine insurer
Vesta Insurance Group, Inc. ........................    112,000       6,650,000
                                                                     ----------
- - P & C reinsurance and personal auto insurance                      32,306,866
                                                                     ----------



                       See Notes To Financial Statements.

                                      -14-



<PAGE>
                                -----------------
                                 FAM VALUE FUND
- --------------------------------------------------------------------------------
                       STATEMENT OF INVESTMENTS (Cont'd)
                               December 31, 1997


                                                        SHARES         VALUE
                                                        ------         -----
INSURANCE AGENCY (1.9%)
Poe & Brown, Inc. ...................................   133,075     $ 5,938,472
                                                                    -----------
- -  one of the largest independent general insurance 
   agencies in the U.S.
LIFE INSURANCE (14.8%)
+Allied Life ........................................   369,850       8,090,469
- -  specializes in universal and term life insurance,
    and annuity products 
Protective Life Corporation .........................   167,200       9,990,200
- -  individual and group life/health ins. and
   guaranteed investment contracts
ReliaStar Financial .................................   466,200      19,201,613
- -  life insurance, annuities, and mutual funds
UNUM Corporation ....................................   146,760       7,980,075
                                                                    -----------
- -  leading provider of disability insurance in the U.S.
   and United Kingdom                                                45,262,357
                                                                    -----------
MACHINERY & EQUIPMENT (12.5%)
IDEX Corporation ...................................... 156,600       5,461,425
- -  proprietary, highly engineered industrial products
   & pumps
Kaydon Corporation .................................... 595,000      19,411,875
- -  custom-engineered products including bearings, 
   filters, and piston rings
+Modern Controls, Inc. ...............................  416,718       4,583,898
- -  precision measurement, process sensing, and control
   instruments/systems
Regal-Beliot Corporation .............................   53,300       1,575,681
- -  supplier of power transmission equipment and
   cutting tools
Tennant Corporation ..................................  201,400       7,325,925
                                                                    -----------
- -  commercial and institutional floor maintenance 
   equipment and products                                            38,358,804
                                                                    -----------

PRINTING (3.4%)
*CSS Industries, Inc. ................................  241,550       7,697,813
- -  giftware, bows, Halloween and Easter novelty products
Deluxe Corporation ...................................   25,300         872,850
- -  leading producer of checks and deposit tickets in the
   U.S., banking software
New England Business Services ........................   55,300       1,866,375
                                                                    -----------
- - leading supplier of business forms/printed products to 
  small businesses in U.S.                                           10,437,038
                                                                    -----------

REGISTERED INVESTMENT COMPANY (2.2%)
+Allied Capital Corporation ..........................  295,591       6,576,900
                                                                    -----------
- -  small business loan and venture capital corporation

TOTAL COMMON STOCKS (Cost $146,230,806) ..............              296,761,628
                                                                    -----------

SHORT TERM OBLIGATIONS (3.3%) .......................  Principal
                                                       ---------
U.S. Treasury Note 5%, due 1/31/98  
   (Cost $9,994,673) ................................ $10,000,000     9,993,745
                                                                    -----------

TOTAL INVESTMENTS (Cost $156,225,479)(100%) .........              $306,755,373
                                                                   ============

*   Non-income producing
+   See Note 5


                       See Notes to Financial Statements.


                                      -15-


<PAGE>

                                ----------------
                                 FAM VALUE FUND
- --------------------------------------------------------------------------------
                      STATEMENT OF ASSETS AND LIABILITIES
                               December 31, 1997


ASSETS
Investment in securities at market value
            (Cost $156,225,479) ...........................         $306,755,373
Cash at interest ..........................................           25,318,643
Receivable for shares purchased ...........................            1,174,710
Dividends and interest receivable .........................              597,608
                                                                     -----------
                     Total Assets .........................          333,846,334
                                                                     -----------
LIABILITIES
Payable for investment securities purchased ...............              163,468
Payable for shares redeemed ...............................               90,279
Accrued management fees ...................................              274,335
Accrued expenses ..........................................              159,558
                                                                     -----------
                     Total Liabilities ....................              687,640
                                                                     -----------
NET ASSETS 
Source of Net Assets:
  Net capital paid in on shares of
           beneficial interest ............     $182,627,659
  Undistributed net investment income .....              201
  Accumulated net realized gains ..........              940
  Net unrealized appreciation .............      150,529,894
                                                 -----------
                                                        
                     Net Assets ...........................        $ 333,158,694
                                                                   =============

Net asset value per share; 9,317,777 shares of
            beneficial interest outstanding (Note 3) ......               $35.76
                                                                          ======



                       See Notes to Financial Statements.

                                      -16-


                                    
<PAGE>

                                 --------------
                                 FAM VALUE FUND
- --------------------------------------------------------------------------------
                            STATEMENT OF OPERATIONS
                          Year Ended December 31, 1997

INVESTMENT INCOME
   INCOME:
            Dividends ............................................   $ 3,218,795
            Interest .............................................       793,780
                                                                      ----------
                Total Income .....................................     4,012,575
                                                                      ----------

   EXPENSES:
            Investment advisory fee (Note 2) .....................     2,687,138
            Administrative fee (Note 2) ..........................        67,178
            Shareholder servicing and related expenses (Note 2) ..       280,411
            Printing and mailing .................................       102,046
            Professional fees ....................................        67,988
            Registration fees ....................................        32,185
            Custodial fees .......................................        35,121
            Trustees .............................................        12,599
            Other ................................................        52,628
                                                                      ----------
               Total Expenses ....................................     3,337,294
                                                                      ----------
               Net Investment Income .............................       675,281
                                                                      ----------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
  Net realized gain on investments ...............................     9,525,635
  Unrealized appreciation of investments .........................    79,137,694
                                                                      ----------
               Net Gain on Investments ...........................    88,663,329
                                                                      ----------

NET INCREASE IN NET ASSETS FROM OPERATIONS .......................   $89,338,610
                                                                     ===========


                       See Notes to Financial Statements.

                                      -17-


<PAGE>

<TABLE>
<CAPTION>

                                 --------------
                                 FAM VALUE FUND
- --------------------------------------------------------------------------------
                      STATEMENTS OF CHANGES IN NET ASSETS
                     Years Ended December 31, 1997 and 1996



                                                                       1997             1996
                                                                       ----             ----
CHANGE IN NET ASSETS FROM OPERATIONS:
<S>                                                              <C>              <C>          
            Net investment income ............................   $     675,281    $   1,647,125
            Net realized gain on investments .................       9,525,635        5,833,011
            Unrealized appreciation of investments ...........      79,137,694       19,714,649
                                                                   -----------      -----------
                     Net Increase in Net Asset From Operations      89,338,610       27,194,785

DISTRIBUTIONS TO SHAREHOLDERS FROM:
            Net investment income ............................        (675,363)      (1,647,567)
            Net realized gain on investments .................      (9,525,314)      (5,832,424)
CAPITAL SHARE TRANSACTIONS (Note 3): .........................         642,392      (33,494,361)
                                                                   -----------      -----------
                     Total Increase (Decrease) in Net Assets .      79,780,325      (13,779,567)
NET ASSETS:
            Beginning of year ................................     253,378,369      267,157,936
                                                                   -----------      -----------
            End of year ......................................   $ 333,158,694    $ 253,378,369
                                                                 =============    =============
</TABLE>


                       See Notes to Financial Statements.


                                      -18-

                                       
<PAGE>

                                ----------------
                                 FAM VALUE FUND
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS

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. 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 year ended December 31, 1997. 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.



                                      -19-


<PAGE>

                                  ------------
                                 FAM VALUE FUND
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS

NOTE 3.  SHARES OF BENEFICIAL INTEREST
         At December 31, 1997, an unlimited number of $.001 par value shares of
         beneficial interest were authorized. Transactions were as follows:

<TABLE>
<CAPTION>

            Year Ended December 31:
                                                              1997                         1996
                                                              ----                         ----
                                                     Shares         Amount         Shares         Amount
                                                     ------         ------         ------         ------
                                                 
            <S>                                    <C>          <C>              <C>          <C>         
            Shares sold .......................    1,996,336    $ 66,431,872     1,100,612    $ 27,944,994
            Shares issued on reinvestment
               of dividends ...................      268,172       9,587,161       272,279       7,209,938
            Shares redeemed ...................   (2,496,046)    (75,376,641)   (2,691,657)    (68,649,293)
                                                  ----------     -----------    ----------     ----------- 

               Net increase (decrease)              (231,538)   $    642,392    (1,318,766)   $(33,494,361)
                                                  ==========    ============    ==========    ============ 
</TABLE>


NOTE 4.  INVESTMENT TRANSACTIONS

         During the year ended December 31, 1997, purchases and sales of
         investment securities, other than short term obligations, were
         $24,444,156 and $59,707,799. 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 and depreciation of
         portfolio securities, based on cost for federal income tax purposes,
         was as follows:

                  Unrealized appreciation ..............    $153,960,074
                  Unrealized depreciation ..............      (3,430,180)
                                                            ------------ 
                  Net unrealized appreciation ..........    $150,529,894
                                                            ============

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 December 31, 1997, amounted to $70,296,785. For the
         year ended December 31, 1997, dividend income of $358,263 was received
         from affiliated companies, as well as realized gains of $1,236,910 from
         the sale of such companies.


                                      -20-

<PAGE>

                                ----------------
                                 FAM VALUE FUND
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS

NOTE 6. SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>

PER SHARE INFORMATION                                            YEARS ENDED DECEMBER 31,
(For a share outstanding throughout
the year) ...............................      1997              1996            1995            1994            1993
                                               ----              ----            ----            ----            ----

<S>                                         <C>                     <C>             <C>             <C>           
Net asset value, beginning of year ......   $  26.53        $    24.58        $  21.04        $  20.40        $  20.50
                                            --------        ----------        --------        --------        --------

Income from investment operations:
Net investment income ...................       0.08              0.18            0.21            0.12            0.09
Net realized and unrealized gain (loss)
            on investments ..............      10.29              2.58            3.94            1.27           (0.05)
                                            --------        ----------        --------        --------        --------

Total from investment operations ........      10.37              2.76            4.15            1.39            0.04
                                            --------        ----------        --------        --------        --------

Less distributions:
Dividends from net investment income ....      (0.08)            (0.18)          (0.21)          (0.12)          (0.09)
Distributions from net realized gains ...      (1.06)            (0.63)          (0.40)          (0.63)          (0.05)
                                            --------        ----------        --------        --------        --------

Total distributions .....................      (1.14)            (0.81)          (0.61)          (0.75)          (0.14)
                                            --------        ----------        --------        --------        --------

Change in net asset value for the year ..       9.23              1.95            3.54            0.64           (0.10)
                                            --------        ----------        --------        --------        --------
Net asset value, end of year ............   $  35.76  $          26.53  $        24.58  $        21.04  $        20.40
                                            ========  ================  ==============  ==============  ==============


TOTAL RETURN ............................      39.06%            11.23%          19.71%           6.82%           0.21%

Ratios/supplemental data
Net assets, end of year (000) ...........   $ 333,159     $     253,378     $   267,158     $   210,579     $   220,138

Ratios to average net assets of:
            Expenses ....................       1.24%             1.27%           1.25%           1.39%           1.39%
            Net investment income .......       0.25%             0.64%           0.92%           0.58%           0.57%
Portfolio turnover rate .................       9.47%            12.48%           9.67%           2.15%           4.83%
Average commission rate paid (per share)*   $   0.0409$           0.0497


<FN>

*For fiscal years beginning on or after September 1, 1995, a fund is required to
disclose its average commission rate paid per share for security trades on which
commissions are charged.
</FN>
</TABLE>


                                      -21-

<PAGE>


                             FAM EQUITY-INCOME FUND
                            STATEMENT OF INVESTMENTS
                               December 31, 1997



COMMON STOCKS (76.9%)                                    SHARES         VALUE
BANKING (14.0%)                                          ------         -----
Home Port Bank ......................................     8,000       $183,000
- - single bank holding company for Nantucket
   Saving Bank
SouthTrust Corporation ..............................     2,600        164,938
- - bank holding company headquartered in Alabama
TrustCo Bank Corporation NY .........................     9,361        255,087
- - regional bank in the upstate New York area                           -------
                                                                       603,025
                                                                       ------- 

CHEMICAL (7.7%)
WD-40 Company ........................................   4,000         116,000
- -  manufactures and distributes lubricant products
RPM, Inc. ............................................  14,125         215,406
- -  specialized chemical protective coatings, fabrics,                  ------- 
   and wall coverings                                                  331,406
                                                                       ------- 

CONSUMER PRODUCTS (4.6%)
Jostens, Inc. ........................................   4,300          99,169
- -  school related products including class rings, 
   yearbooks,diplomas, etc.
Stanhome .............................................   3,900         100,181
- -  worldwide marketing firm specializing in quality                    ------- 
   giftware and collectibles                                           199,350
                                                                       ------- 

DIVERSIFIED MANUFACTURING (9.0%)
CLARCOR, INC. ........................................   4,200         124,425
- -  manufactures industrial filtration and 
   container products
Gorman-Rupp ..........................................   2,900          61,263
- -  manufactures high volume pumps
Raven Industries .....................................   9,400         202,100
- -  manufactures plastics, electronics, and sewn products               ------- 
                                                                       387,788
                                                                       ------- 
HEALTHCARE (8.0%)
*ADAC Laboratories ...................................   3,500          69,125
- -  leader in nuclear medicine imaging equipment
Atrion Corporation ...................................   9,900         137,363
- -  specialty medical devices
Landauer, Inc. .......................................   4,900         137,200
- -  leader in radiation testing and personal dosimeters                 ------- 
                                                                       343,688
                                                                       ------- 

INSURANCE AGENCY (4.4%)
Poe & Brown, Inc. ....................................   4,200         187,425
- -  one of the largest independent general insurance                    ------- 
   agencies in the U.S.

LIFE INSURANCE (3.1%)
ReliaStar Financial ..................................   3,200         131,800
- -  life insurance, annuities, and mutual funds                         ------- 



                       See Notes to Financial Statements.

                                      -22-



<PAGE>
                             ----------------------
                             FAM EQUITY-INCOME FUND
- --------------------------------------------------------------------------------
                       STATEMENT OF INVESTMENTS (Cont'd)
                               December 31, 1997



                                                         SHARES         VALUE
                                                         ------         -----
PROPERTY & CASUALTY INSURANCE (1.8%)
PXRE Corporation ....................................    2,400        $ 79,650
- -  reinsurance company                                                --------

PRINTING (10.6%)
Deluxe Corporation ..................................    6,000         207,000
- -  leading producer of checks and deposit tickets 
   in the U.S., banking software
New England Business Services .......................    7,400         249,750
- -  leading supplier of business forms/printed products                 --------
   to small businesses in U.S.                                         456,750
                                                                       -------
REAL ESTATE INVESTMENT TRUSTS (4.9%)
New Plan Realty .....................................    8,300         211,650
- -  oldest REIT specializing in apartments, strip                       --------
   shopping centers, factory outlets

REGISTERED INVESTMENT COMPANY (8.8%)
Allied Capital Corporation ..........................   17,016         378,605
- -  venture capital corporation for                                     --------
   entrepreneurs and management

TOTAL COMMON STOCKS (cost $2,500,418) ...............                3,311,137
                                                                    ----------

SHORT TERM OBLIGATIONS (23.1%)
U.S. Treasury Bills, 5.1% with maturities to ........   Principal
            2/12/98 (cost $996,590) .................  $1,000,000      996,590
                                                                    ----------
TOTAL INVESTMENTS (Cost $3,497,008)(100%) ...........               $4,307,727
                                                                    ==========

* Non-income producing


                       See Notes to Financial Statements.


                                      -23-

<PAGE>

                             -----------------------
                             FAM EQUITY-INCOME FUND
- --------------------------------------------------------------------------------
                      STATEMENT OF ASSETS AND LIABILITIES
                               December 31, 1997


ASSETS
Investment in securities at market value
            (Cost $3,497,008) ................................      $ 4,307,727
Cash at interest .............................................           95,606
Dividends and interest receivable ............................           10,842
Deferred organization costs ..................................            9,644
                                                                    -----------
      Total Assets ...........................................        4,423,819
                                                                    -----------
LIABILITIES
Payable to investment advisor ................................           21,930
Accrued expenses .............................................           16,107
                                                                    -----------
     Total Liabilities .......................................           38,037
                                                                    -----------
NET ASSETS
Source of Net Assets:
     Net capital paid in on shares of
              beneficial interest .............  $ 3,575,093
     Undistributed net investment income ......           20
     Accumulated net realized gain/loss .......          (50)
     Net unrealized appreciation ..............      810,719
                                                 -----------
            Net Assets .......................................      $ 4,385,782
                                                                    ===========
Net asset value per share; 332,174 shares of
            beneficial interest outstanding (Note 3) .........      $     13.20
                                                                          =====



                       See Notes to Financial Statements.

                                      -24-

<PAGE>

                             -----------------------
                            FAM EQUITY-INCOME FUND
- --------------------------------------------------------------------------------
                            STATEMENT OF OPERATIONS
                          Year Ended December 31, 1997



INVESTMENT INCOME
   INCOME:
            Dividends ............................................    $  87,298
            Interest .............................................       39,453
                                                                      ---------
               Total Income ......................................      126,751
                                                                      ---------

   EXPENSES:
            Investment advisory fee (Note 2) .....................       33,560
            Administrative fee (Note 2) ..........................          839
            Custodian fee ........................................        2,615
            Organization costs ...................................        2,967
            Shareholder servicing and related expenses (Note 2) ..        3,112
            Registration fees ....................................       12,199
            Professional fees ....................................       17,017
            Trustees .............................................       10,623
            Printing and mailing .................................          710
            Other ................................................          557
                                                                      ---------
                Total Expenses ...................................       84,199
                                                                      ---------

                Less:Investment advisory fee and other expenses
                waived or assumed by advisor (Note 2) ............      (33,859)
                                                                      ---------
                Net Expenses .....................................       50,340
                                                                      ---------
                Net Investment Income ............................       76,411
                                                                      ---------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
    Net realized gain on investments .............................      139,414
    Unrealized appreciation of investments .......................      617,264
                                                                      ---------
          Net Gain on Investments ................................      756,678
                                                                      ---------

NET INCREASE IN NET ASSETS FROM OPERATIONS .......................    $ 833,089
                                                                      =========



                       See Notes to Financial Statements.

                                      -25-

<PAGE>

                             ---------------------
                             FAM EQUITY-INCOME FUND
- --------------------------------------------------------------------------------
                      STATEMENTS OF CHANGES IN NET ASSETS


                                                                   April 1, 1996
                                                      Year Ended  (inception) to
                                                     December 31,   December 31,
                                                        1997           1996  
                                                        ----           ----
CHANGE IN NET ASSETS FROM OPERATIONS:
  Net investment income ..........................   $    76,411   $    37,223
  Net realized gain (loss) on investments ........       139,414           (79)
  Unrealized appreciation of investments .........       617,264       193,454
                                                       ---------       -------
     Net Increase in Net Assets From Operations ..       833,089       230,598
                                                       ---------       -------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income ..........................       (76,381)      (37,233)
  Net realized gain on investments ...............      (139,385)         --


CAPITAL SHARE TRANSACTIONS (Note 3): .............     1,229,936     2,245,158
                                                       ---------       -------
     Total Increase in Net Assets ................     1,847,259     2,438,523

NET ASSETS:
  Beginning of year ..............................     2,538,523       100,000
                                                       ---------       -------
  End of year ....................................   $ 4,385,782   $ 2,538,523
                                                     ===========   ===========


                       See Notes to Financial Statements.


                                      -26-


<PAGE>
                             ----------------------
                             FAM EQUITY-INCOME FUND
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS

NOTE 1.   SUMMARY OF ACCOUNTING POLICIES
          FAM Equity-Income 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 provide current
          income and long term capital appreciation from investing primarily in
          income-producing equity 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. 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. Although not required to d so, the Advisor further waived fees
         and assumed expenses, aggregating $33,859, so as to reduce the Fund's
         expense ratio to 1.5% of average daily net assets. 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.



                                      -27-

<PAGE>

                             -----------------------
                             FAM EQUITY-INCOME FUND
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS

NOTE 3.   SHARES OF BENEFICIAL INTEREST

          At December 31, 1997, an unlimited number of $.001 par value shares of
          beneficial interest were authorized. Transactions were as follows:
<TABLE>
<CAPTION>

                                                                April 1, 1996
                                    Year Ended                  (inception) to
                                    December 31, 1997          December 31, 1996
                                    -----------------          -----------------
                      
                                 Shares        Amount       Shares        Amount
                                 ------        ------       ------        ------

<S>                              <C>        <C>             <C>        <C>        
Shares sold .................    140,533    $ 1,699,500     224,909    $ 2,284,587
Shares issued on reinvestment
    of dividends ............     15,428        197,459       3,189         33,792
Shares redeemed .............    (54,820)      (667,024)     (7,065)       (73,221)
                                 -------       --------      ------        ------- 

    Net increase ............    101,141    $ 1,229,935     221,033    $ 2,245,158
                                 =======    ===========     =======    ===========

</TABLE>

NOTE 4.   INVESTMENT TRANSACTIONS
          During the year ended December 31, 1997, purchases and sales of
          investment securities, other than short term obligations, were
          $1,166,622 and $396,177. 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 and depreciation of
          portfolio securities, based on cost for federal income tax purposes,
          was as follows:

                    Unrealized appreciation ..............     $ 838,300    
                    Unrealized depreciation ..............        (27,581)
                                                               ---------- 
                    Net unrealized appreciation ..........     $ 810,719
                                                               =========



                                      -28-

<PAGE>

                              --------------------
                             FAM EQUITY-INCOME FUND
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS



NOTE 5.  SELECTED FINANCIAL INFORMATION

                                                                April 1, 1996
     Per share information                        Year Ended   (inception) to
     (For a share outstanding                     December 31,  December 31,
      throughout the period)                         1997           1996
                                                     ----           ----

Net asset value, beginning of period .........    $  10.99       $  10.00
                                                  --------       --------
Income from investment operations:                              
Net investment income ........................        0.27           0.19
Net realized and unrealized gain (loss)                         
   on investments ............................        2.72           0.99
                                                  --------       --------
                                                               
Total from investment operations .............        2.99           1.18
                                                                
Less distributions:                                             
Dividends from net investment income .........       (0.27)         (0.19)
Distributions from net realized gains ........       (0.51)            --
                                                  --------       --------
                                                               
Total distributions ..........................       (0.78)         (0.19)
                                                  --------       --------
                                                                
Change in net asset value for the period .....        2.21           0.99
                                                  --------       --------
Net asset value, end of period ...............    $  13.20       $  10.99
                                                  ========       ========
                                                                
Total Return** ...............................       26.90%         15.90%
                                                                
Ratios/supplemental data                                        
Net assets, end of period (000) ..............    $  4,386       $   2,539
                                                                
Ratios to average net assets of:**                              
   Expenses, total ...........................        2.50%          5.04%
   Expenses, net of fees waived and                             
      expenses assumed by advisor ............        1.50%          1.50%
   Net investment income .....................        2.27%          3.05%
Portfolio turnover rate ......................       15.63%          0.00%
Average commission rate paid (per share)* ....    $  0.0535      $  0.0460
                                                               

*  For fiscal years beginning on or after September 1, 1995, a fund is required 
   to disclose its average commission rate paid per share for security trades on
   which commissions are charged.
** Annualized for period less than one year.



                                      -29-

<PAGE>





INVESTMENT ADVISOR
- ------------------
Fenimore Asset Management, Inc.
Cobleskill, NY


CUSTODIAN
- ---------
Chase Manhattan Bank, N.A.
New York, NY


independent auditors
- --------------------
McGladrey & Pullen, LLP
New York, NY


TRUSTEES
- --------
Joseph J. Bulmer, PhD
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



                             FAM FUNDS
                             111 North Grand Street
                             P.O. Box 399
                             Cobleskill, NY 12043
                             (800) 932-3271






                                      FAM

                                   VALUE FUND

                               EQUITY-INCOME FUND







                                 ANNUAL REPORT

                               December 31, 1997




                                       A
                                      100%
                                    No-Load
                                      Fund





                                                                       FAM FUNDS
                                                                    P.O. BOX 399
                                                           COBLESKILL, NY  12043
                                                                  (800) 932-3271



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