SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
FENIMORE ASSET MANAGEMENT TRUST
(Name of Registrant as Specified In Its Charter)
FENIMORE ASSET MANAGEMENT TRUST
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11(set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PRELIMINARY PROXY MATERIALS - FOR SEC USE ONLY
FENIMORE ASSET MANAGEMENT TRUST
118 NORTH GRAND STREET
COBLESKILL, NEW YORK 12043
April __, 2000
Dear Shareholder:
I am writing to inform you of the upcoming special meeting of the
shareholders of each of the two mutual funds which comprise Fenimore Asset
Management Trust (the "Trust") and which are advised by Fenimore Asset
Management, Inc.: FAM Value Fund and FAM Equity Income Fund. The meeting is
being called in order to consider: (i) the proposed election of two new Trustees
and the re-election of five current Trustees of the Trust and (ii) the
ratification of the selection of PricewaterhouseCoopers LLP as the independent
public accountants for the Trust.
PLEASE REVIEW THIS PROXY STATEMENT AND SIGN AND RETURN THE PROXY CARD
TODAY. Please be sure to sign and return each proxy card regardless of how many
you receive.
The Board of Trustees of the Trust has unanimously approved these
proposals and recommends a vote "FOR" each of the nominees for Trustee and "FOR"
the ratification of the selection of the Trust's independent public accountants.
If you have any questions regarding the issue to be voted on or need assistance
in completing your proxy card, please contact us at (800) 932-3271.
Sincerely,
[Signature block]
-----------------
Thomas O. Putnam
President and Chairman of the Board
<PAGE>
FENIMORE ASSET MANAGEMENT TRUST
FAM VALUE FUND
FAM EQUITY INCOME FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of Fenimore Asset Management Trust:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of Fenimore Asset Management Trust (the "Trust"), will be held on May
15, 2000, at 2:00 P.M., (Eastern Standard Time), at the offices of the Trust at
115 North Grand Street, Cobleskill, New York, 12043, for the purpose of
considering and acting on the following matters:
1. To elect seven Trustees of the Trust;
2. To ratify the selection of PricewaterhouseCoopers LLP as
the independent public accountants for the Trust's fiscal
year ending December 31, 2000; and
3. To consider and act upon any matters incidental to the
foregoing and to transact such other business as may
properly come before the Meeting and any adjournment or
adjournments thereof.
The close of business on March 24, 2000, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting.
By Order of the Trustees
DIANE VAN BUREN MARKLEY, Secretary
April __, 2000
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
In order to avoid the additional expense of a second solicitation, we urge you
to complete, sign and return promptly the enclosed Proxy. The enclosed addressed
envelope requires no postage and is intended for your convenience.
- --------------------------------------------------------------------------------
<PAGE>
FENIMORE ASSET MANAGEMENT TRUST
118 NORTH GRAND STREET
COBLESKILL, NEW YORK 12043
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Trustees of Fenimore Asset Management Trust, a Massachusetts
business trust (the "Trust"), to be used in connection with a Special Meeting of
Shareholders of the Trust to be held on May 15, 2000. All persons who are
shareholders of the Trust as of March 24, 2000 (the "Record Date"), will be
entitled to notice of and to vote at the Meeting. The Trust knows of no other
business to be voted upon at the Meeting other than Proposal 1 and Proposal 2
set forth in the accompanying Notice of Special Meeting of Shareholders and as
described in this Proxy Statement. The mailing address of the principal
executive offices of the Trust is: 118 North Grand Street, Cobleskill, New York,
12043. The approximate date on which this Proxy Statement and form of proxy are
first sent to shareholders of the Trust is April 10, 2000.
Only shareholders of record of the Trust at the close of business on
the Record Date will be entitled to notice of and to vote at the Meeting. Shares
represented by proxies, unless previously revoked, will be voted at the Meeting
in accordance with the instructions of the shareholders. If no instructions are
given, the proxies will be voted in favor of the proposals. To revoke a proxy,
the shareholder giving such proxy must either submit to the Trust a subsequently
dated proxy, deliver to the Trust a written notice of revocation or otherwise
give notice of revocation in open meeting, in all cases prior to the exercise of
the authority granted in the proxy.
The presence in person or by proxy of the holders of record of a
majority of the outstanding shares of the Trust shall constitute a quorum at the
Meeting, permitting action to be taken. In the event that sufficient votes are
not received by the date of the Meeting, a person named as proxy may propose one
or more adjournments of the Meeting for a reasonable period or periods to permit
further solicitation of proxies. The persons named as proxies will vote in favor
of such adjournment those proxies which they are entitled to vote in favor of
the proposal and will vote against any such adjournment those proxies required
to be voted against the proposal.
4
<PAGE>
The Trust will furnish, without charge, a copy of each Fund's most
recent annual report to shareholders upon request, which may be made either by
writing to the Trust at the address above or by calling toll-free (800)
932-3271. The annual report will be mailed to you by first-class mail within
three business days of your request.
PROPOSAL 1
ELECTION OF TRUSTEES
It is the present intention that the enclosed proxy will be used for
the purposes of voting in favor of the election of each of the following
nominees as a Trustee to hold office until the next meeting of Shareholders at
which Trustees are elected and until his or her successor is elected and
qualified. Other than Mr. Hughey and Mr. Pogue, each of the nominees presently
is a Trustee of the Trust. Pursuant to Rule 14a-4(d) under the Securities
Exchange Act of 1934, each nominee has consented to be named in the Proxy
Statement and to serve if elected. It is not expected that any of the nominees
will decline or become unavailable for election, but in case this should happen,
the discretionary power given in the proxy may be used to vote for a substitute
nominee or nominees.
<TABLE>
<CAPTION>
NAME, AGE AND POSITION
WITH THE TRUST PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS
- -------------- -----------------------------------------------
<S> <C>
Thomas O. Putnam* Chairman, Treasurer, Fenimore Asset Management, Inc., Cobleskill,
Age: 55 New York
Chairman of the Board and
President
Diane Van Buren Markley* Investment Management Associate, Fenimore Asset Management, Inc.,
Age: 42 Cobleskill, New York
Secretary, Treasurer and Trustee
Roger A. Hannay President, Hannay Reels, Inc., a manufacturer of industrial reel
Age: 58 products, Westerlo, New York
Trustee
Joseph O. Bulmer Retired President, Hudson Valley Community College, Troy, New York
Age: 70
Trustee
Fred "Chico" Lager Business Consultant; Director, Whole Foods Markets, Inc., Austin,
Age: 45 TX; Retired President and Chief Executive Officer of Ben &
Trustee Jerry's Homemade, Inc.
David A. Hughey Retired Executive Vice President and Chief Administrative
Age: 68 Officer, Dean Witter, Discover & Co., New York, New York; Former
Nominee Director - The Piper Funds
<PAGE>
NAME, AGE AND POSITION
WITH THE TRUST PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS
- -------------- -----------------------------------------------
C. Richard Pogue Retired Vice President, Investment Company Institute, trade
Age: 63 association for the investment company industry, Washington, D.C.
Nominee
<FN>
- --------------------
* Mr. Putnam and Ms. Van Buren Markley, by virtue of their employment with
Fenimore Asset Management, Inc., the Trust's investment adviser, are each
considered an "interested person" of the Trust, as that term is defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended (the
"1940 Act").
Trustees receiving a plurality vote shall be elected.
</FN>
</TABLE>
During the fiscal year ended December 31, 1999, the Trustees held
four meetings. All incumbent Trustees of the Trust attended at least 75% of the
meetings. The Trustees have established an audit committee and a nominating
committee, each of which met during the fiscal year. As of the Record Date,
neither the foregoing Trustee nominees individually nor Trustees and officers of
the Trust as a whole owned beneficially more than 1% of the outstanding Shares
of the Trust or of any series of the Trust.
The following table sets forth information regarding all compensation
paid by the Trust to its Trustees who are nominees for re-election for their
services as trustees during the fiscal year ended December 31, 1999. The Trust
has no pension or retirement plans.
<TABLE>
<CAPTION>
COMPENSATION TABLE
TOTAL
NAME AND POSITION AGGREGATE COMPENSATION FROM THE COMPENSATION FROM THE FUND
WITH THE TRUST TRUST COMPLEX*
- ----------------------------------------------------- ---------------------------------- -----------------------------------
<S> <C> <C>
Thomas O. Putnam**................................... $0 $0
Trustee
Roger A. Hannay...................................... $10,000 $10,000
Trustee
Joseph J. Bulmer..................................... $10,000 $10,000
Trustee
Diane Van Buren Markley**............................ $0 $0
Trustee
Fred Lager........................................... $10,000 $10,000
Trustee
<FN>
- --------------------
* The Fund Complex consists only of the two separate series in the Trust.
** Mr. Putnam and Ms. Van Buren Markley are each considered to be "interested
persons" of the Trust and therefore they are not compensated for their
services as Trustees.
</FN>
</TABLE>
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to
the executive officers of the Trust:
<TABLE>
<CAPTION>
NAME, AGE AND POSITION
WITH THE TRUST PRINCIPAL OCCUPATION
- -------------- --------------------
<S> <C>
Thomas O. Putnam.............................................................. Chairman and Treasurer
Age: 55 Fenimore Asset Management, Inc.
Chairman of the Board and President
Diane Van Buren Markley....................................................... Investment Management
Age: 42 Associate, Fenimore Asset Management, Inc.
Secretary and Treasurer
</TABLE>
The President, Treasurer and the Secretary hold their respective
offices until a successor is duly elected and qualified. None of the officers of
the Trust receive compensation from the Trust.
INVESTMENT ADVISER
Fenimore Asset Management, Inc., 118 North Grand Street, Cobleskill,
New York 12043 serves as investment adviser to FAM Value Fund and FAM Equity
Income Fund.
DISTRIBUTOR AND SHAREHOLDER SERVICING AGENT
The Trust serves as distributor of shares of each series. In this
capacity it receives purchase orders and redemption requests relating to its
Shares. FAM Shareholder Services, Inc. serves as the shareholder servicing agent
of each of the Trust's series pursuant to a Shareholder Services Agreement with
the Trust. FAM Shareholder Services, Inc. is located at 118 North Grand Street,
Cobleskill, New York 12043 and is an affiliate of Fenimore Asset Management,
Inc.
Thomas O. Putnam, who is a nominee for re-election as a Trustee, is
the majority shareholder of Fenimore Asset Management, Inc. and the sole
shareholder of FAM Shareholder Services, Inc.
THE TRUSTEES OF THE TRUST RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH
OF THE NOMINEES, AND ANY SIGNED BUT UNMARKED PROXIES WILL BE SO VOTED.
<PAGE>
PROPOSAL 2
RATIFICATION OF THE SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York,
New York 10036, currently serves as independent public accountants for the
Trust. In order to comply with certain provisions of the 1940 Act regarding the
selection and ratification of a mutual fund's independent public accountants,
the Trustees are now seeking shareholder ratification of the Board's previous
selection of PricewaterhouseCoopers LLP as independent public accountants for
the Trust for the fiscal year ending December 31, 2000.
Neither PricewaterhouseCoopers LLP nor any of its members have any
material direct or indirect financial interest in the Trust. Representatives of
PricewaterhouseCoopers LLP are not expected to be present at the Meeting but
will be available by telephone to respond to questions in the event the need
arises.
The ratification of the selection of PricewaterhouseCoopers LLP
requires the affirmative vote of a majority of the votes cast at the Meeting by
shareholders of the Trust.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF
THE SELECTION OF PRICEWATERHOUSECOOPERS LLP, AND ANY SIGNED BUT UNMARKED PROXIES
WILL BE SO VOTED.
FURTHER INFORMATION REGARDING THE TRUST
The Trustees have fixed the close of business on the Record Date as
the date for the determination of shareholders entitled to notice of and to vote
at the Meeting. On the record date the following shares of beneficial interest
(collectively the "Shares" and individually a "Share") of the Trust were
outstanding and entitled to vote at the Meeting:
SHARES
FUND OUTSTANDING
- --------------------------------------------------------------- -----------
FAM Value Fund.................................................
FAM Equity Income Fund.........................................
Each whole Share of a fund is entitled to one vote, and each
fractional Share is entitled to a proportionate fractional vote, as to any
matter on which such Share is entitled to be voted.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information as of March 24,
2000 for each of the Funds with respect to each person or group known by the
Trust to be the beneficial or record owner of more than 5% of any Fund's
outstanding voting securities:
8
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF RECORD OR
FUND OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- -------------------------------------------- ------------------------- ------------------------ -----------------------------
<S> <C> <C> <C>
FAM Value Fund..........................
FAM Equity Income Fund..................
</TABLE>
ADDITIONAL INFORMATION
With respect to the actions to be taken by the shareholders of the
Trust on the matters described in this Proxy Statement, (i) a majority of the
outstanding Shares present in person or by proxy at the Meeting shall constitute
a quorum; provided that no action required by law or the Trust's Declaration of
Trust to be taken by the holders of a designated proportion of Shares may be
authorized or taken by a lesser proportion; and (ii) for purposes of determining
the presence of a quorum for transacting business at the Meeting, abstentions
and broker "non-votes" (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or
other persons entitled to vote shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power) will be treated
as shares that are present but which have not been voted. The Trust will bear
all costs associated with the solicitation of proxies from the Shareholders.
Any shareholder proposal intended to be presented at any future
Meeting of shareholders must be received by the Trust at its principal office a
reasonable time before the Trust's solicitation of proxies for such meeting in
order for such proposal to be considered for inclusion in the Trust's Proxy
Statement and form or forms of Proxy relating to such meeting.
By Order of the Trustees
DIANE VAN BUREN MARKLEY, Secretary
April __, 2000
9
<PAGE>
PRELIMINARY PROXY MATERIALS -- FOR SEC USE ONLY
PROXY
FAM VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS
May 15, 2000
The undersigned hereby appoints Joseph Bucci, Monte Thompson and
Peter Sweetser, or any one of them, his or her attorney and proxy with full
power of substitution to vote and act with respect to all shares of FAM Value
Fund (the "Fund") held by the undersigned at the Special Meeting of Shareholders
of the Fund to be held at 2:00 p.m., Eastern Time, on May 15, 2000, at 115 North
Grand Street, Cobleskill, New York 12043 and at any adjournment thereof (the
"Meeting"), and instructs each of them to vote as indicated on the matters
referred to in the Proxy Statement for the Meeting, receipt of which is hereby
acknowledged, with discretionary power to vote upon such other business as may
properly come before the Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE FUND. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES AND FOR
PROPOSAL 2:
PROPOSAL 1...........Election of Trustees:
Thomas O. Putnam Fred "Chico" Lager
Diane Van Buren Markley David A. Hughey
Roger A. Hannay C. Richard Pogue
Joseph O. Bulmer
[ ]FOR ALL [ ] AGAINST ALL [ ]FOR ALL EXCEPT
-----------------------------------------------------------------
(Only use to withhold authority to vote on individual Nominees)
PROPOSAL 2. Ratification of the selection of
PricewaterhouseCoopers LLP as independent public
accountants for the fiscal year ending December
31, 2000.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH NOMINEE AND FOR PROPOSAL 2.
--- ---
10
<PAGE>
Receipt of the Notice of Special Meeting and Proxy Statement is
hereby acknowledged.
Dated _____________________, 2000
--------------------------------------------
Name of Shareholder(s) -- Please print or type
--------------------------------------------
Signature(s) of Shareholder(s)
--------------------------------------------
Signature(s) of Shareholder(s)
This proxy must be signed by the beneficial owner of Fund shares. If signing as
attorney, executor, guardian or in some representative capacity or as an officer
of a corporation, please add title as such.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
<PAGE>
PRELIMINARY PROXY MATERIALS -- FOR SEC USE ONLY
PROXY
FAM EQUITY INCOME FUND
SPECIAL MEETING OF SHAREHOLDERS
May 15, 2000
The undersigned hereby appoints Joseph Bucci, Monte Thompson and
Peter Sweetser, or any one of them, his or her attorney and proxy with full
power of substitution to vote and act with respect to all shares of FAM Equity
Income Fund (the "Fund") held by the undersigned at the Special Meeting of
Shareholders of the Fund to be held at 2:00 p.m., Eastern Time, on May 15, 2000,
at 115 North Grand Street, Cobleskill, New York 12043 and at any adjournment
thereof (the "Meeting"), and instructs each of them to vote as indicated on the
matters referred to in the Proxy Statement for the Meeting, receipt of which is
hereby acknowledged, with discretionary power to vote upon such other business
as may properly come before the Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE FUND. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES AND FOR
PROPOSAL 2:
PROPOSAL 1. Election of Trustees:
Thomas O. Putnam Fred "Chico" Lager
Diane Van Buren Markley David A. Hughey
Roger A. Hannay C. Richard Pogue
Joseph O. Bulmer
[ ]FOR ALL [ ]AGAINST ALL [ ]FOR ALL EXCEPT
-----------------------------------------------------------------
(Only use to withhold authority to vote on individual Nominees)
PROPOSAL 2. Ratification of the selection of
PricewaterhouseCoopers LLP as independent public
accountants for the fiscal year ending December
31, 2000.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH NOMINEE AND FOR THE PROPOSAL 2.
12
<PAGE>
Receipt of the Notice of Special Meeting and Proxy Statement is
hereby acknowledged.
Dated _____________________, 2000
-------------------------------------
Name of Shareholder(s) -- Please print or type
-------------------------------------
Signature(s) of Shareholder(s)
-------------------------------------
Signature(s) of Shareholder(s)
This proxy must be signed by the beneficial owner of Fund shares. If signing as
attorney, executor, guardian or in some representative capacity or as an officer
of a corporation, please add title as such.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
