UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
| Investment Company Act file number | 811-04750 |
Fenimore Asset Management Trust
(Exact name of registrant as specified in charter)
| 384 North Grand Street, P.O. Box 399 | Cobleskill, New York | | 12043 |
| (Address of principal executive offices) | | (Zip code) |
Michael F. Balboa
| Fenimore Asset Management Trust 384 North Grand Street, P.O. Box 399 Cobleskill, New York, 12043 |
| (Name and address of agent for service) |
| Registrant’s telephone number, including area code: | 518-234-7400 |
| Date of fiscal year end: | December 31 |
| | |
| Date of reporting period: | June 30, 2024 |
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Explanatory Note: The Registrant is filing this amendment to its Form N-CSRS for the reporting period ended June 30, 2024, originally filed with the Securities and Exchange Commission on September 5, 2024 (Accession Number 0001580642-24-005240). The sole purpose of this amendment is to correct Item 1. Reports to Stockholders. Except as set forth above, this amendment does not amend, update or change any other items or disclosures found in the original Form N-CSR filing.
| Item 1. | Reports to Stockholders. |
FAM VALUE FUND - INVESTOR SHARES (FAMVX)
Semi-Annual Shareholder Report - June 30, 2024
This semi-annual shareholder report contains important information about FAM Value Fund for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.fenimoreasset.com/resources/reports/. You can also request this information by contacting us at (800) 932-3271.
What were the Fund’s costs for the last six months?
(based on a hypothetical $10,000 investment)
| Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Investor Shares | $58 | 1.17% |
How did the Fund perform during the reporting period?
In the first half of 2024, equity markets had a robust start with the U.S. stock market reaching an all-time high. The economy exhibited resilience with positive GDP growth, a growing and more balanced labor market, and moderating, though still elevated, inflation. The Fund, benefiting from our companies' resilience, also achieved an all-time high.
The Fund's strategy remains focused on long-term performance, achieved through our disciplined approach of investing in what we believe are high-quality companies that demonstrate strong fundamentals and sustainable business models.
Since the Fund’s inception, the managers continually follow the same strategy.
Average Annual Total Returns
| 6 Months | 1 Year | 5 Years | 10 Years |
|---|
| FAM Value Fund - Investor | 5.78% | 14.51% | 8.89% | 9.39% |
S&P 500® Index | 15.29% | 24.56% | 15.05% | 12.86% |
Russell Midcap® Index | 4.96% | 12.88% | 9.46% | 9.04% |
In connection with applicable mutual performance disclosure requirements, the Fund has adopted the use of the S&P 500® Index as its primary comparative benchmark performance index and it has adopted the use of the Russell Midcap® Index as an additional comparative benchmark performance index. The Russell Midcap® Index generally reflects the market sectors in which the Fund primarily invests and the S&P 500® Index is a broad-based securities markets index that is generally representative of the overall domestic US equity markets as a whole.
How has the Fund performed over the last ten years?
Total Return Based on $10,000 Investment
| FAM Value Fund - Investor | S&P 500® Index | Russell Midcap® Index |
|---|
| Jun-2014 | $10,000 | $10,000 | $10,000 |
| Jun-2015 | $10,777 | $10,742 | $10,663 |
| Jun-2016 | $11,041 | $11,171 | $10,723 |
| Jun-2017 | $12,772 | $13,170 | $12,490 |
| Jun-2018 | $14,256 | $15,064 | $14,030 |
| Jun-2019 | $16,028 | $16,633 | $15,128 |
| Jun-2020 | $15,307 | $17,881 | $14,789 |
| Jun-2021 | $21,337 | $25,175 | $22,154 |
| Jun-2022 | $18,456 | $22,503 | $18,322 |
| Jun-2023 | $21,430 | $26,912 | $21,057 |
| Jun-2024 | $24,539 | $33,521 | $23,768 |
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
- Net Assets$1,660,453,936
- Number of Portfolio Holdings29
- Advisory Fee (net of waivers)$7,432,809
- Portfolio turnover2%
FAM VALUE FUND - INVESTOR SHARES (FAMVX)
Semi-Annual Shareholder Report - June 30, 2024
Top 10 Holdings (% of net assets)
| Holding Name | % of Net Assets |
| Brown & Brown, Inc. | 7.8% |
| CDW Corporation | 7.5% |
| Ross Stores, Inc. | 7.1% |
| IDEX Corporation | 5.2% |
| Markel Group, Inc. | 5.1% |
| Amphenol Corporation - Class A | 4.7% |
| Vulcan Materials Company | 4.5% |
| Stryker Corporation | 4.3% |
| Progressive Corporation (The) | 4.2% |
| Brookfield Corporation - Class A | 4.0% |
Composition of Net Assets
| Value | Value |
|---|
| Other | -0.1% |
| Food Products | 0.9% |
| Oil, Gas & Consumable Fuels | 1.8% |
| Professional Services | 2.0% |
| Life Sciences Tools & Services | 2.4% |
| Hotels, Restaurants & Leisure | 2.7% |
| Trading Companies & Distributors | 3.0% |
| Money Market | 3.2% |
| Diversified Financial Services | 3.2% |
| Banks | 3.5% |
| Health Care Equipment & Supplies | 4.3% |
| Construction Materials | 4.5% |
| Capital Markets | 4.9% |
| Semiconductors & Semiconductor Equipment | 5.3% |
| Machinery | 11.9% |
| Specialty Retail | 12.0% |
| Insurance | 17.1% |
| Electronic Equipment, Instruments & Components | 17.4% |
Access your account online!
With an online account, you can access your account information anytime.
• Review Account Summary, Account Holdings & Transaction History
• Set up an Automatic Investment Plan or Open a New Account
• Access Statements & Tax Forms
• Manage Your Document Delivery Settings (you can receive your annual shareholder report electronically).
Visit www.fenimoreasset.com/resources/reports/ and select “Account Access” at the top right.
Visit, call, or email us.
LOCATIONS: Albany and Cobleskill, NY
CALL:(800) 932-3271
EMAIL:info@fenimoreasset.com
No material changes occurred during the period ended June 30, 2024.
For additional information about the Fund, including a prospectus and performance data, visit www.fenimoreasset.com/resources/reports/or call (800) 932-3271.
FAM VALUE FUND - INSTITUTIONAL SHARES (FAMWX)
Semi-Annual Shareholder Report - June 30, 2024
This semi-annual shareholder report contains important information about FAM Value Fund for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.fenimoreasset.com/resources/reports/. You can also request this information by contacting us at (800) 932-3271.
What were the Fund’s costs for the last six months?
(based on a hypothetical $10,000 investment)
| Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Institutional Shares | $49 | 0.99% |
How did the Fund perform during the reporting period?
In the first half of 2024, equity markets had a robust start with the U.S. stock market reaching an all-time high. The economy exhibited resilience with positive GDP growth, a growing and more balanced labor market, and moderating, though still elevated, inflation. The Fund, benefiting from our companies' resilience, also achieved an all-time high.
The Fund's strategy remains focused on long-term performance, achieved through our disciplined approach of investing in what we believe are high-quality companies that demonstrate strong fundamentals and sustainable business models.
Since the Fund’s inception, the managers continually follow the same strategy.
Average Annual Total Returns
| 6 Months | 1 Year | 5 Years | 10 Years |
|---|
| FAM Value Fund - Institutional Shares | 5.87% | 14.72% | 9.10% | 9.54% |
S&P 500® Index | 15.29% | 24.56% | 15.05% | 12.86% |
Russell Midcap® Index | 4.96% | 12.88% | 9.46% | 9.04% |
In connection with applicable mutual performance disclosure requirements, the Fund has adopted the use of the S&P 500® Index as its primary comparative benchmark performance index and it has adopted the use of the Russell Midcap® Index as an additional comparative benchmark performance index. The Russell Midcap® Index generally reflects the market sectors in which the Fund primarily invests and the S&P 500® Index is a broad-based securities markets index that is generally representative of the overall domestic US equity markets as a whole.
How has the Fund performed since inception?
Total Return Based on $500,000 Investment
| FAM Value Fund - Institutional Shares | S&P 500® Index | Russell Midcap® Index |
|---|
| Jun-2014 | $500,000 | $500,000 | $500,000 |
| Jun-2015 | $538,849 | $537,114 | $533,172 |
| Jun-2016 | $552,049 | $558,559 | $536,146 |
| Jun-2017 | $639,134 | $658,519 | $624,524 |
| Jun-2018 | $714,654 | $753,175 | $701,502 |
| Jun-2019 | $804,886 | $831,637 | $756,396 |
| Jun-2020 | $770,247 | $894,052 | $739,453 |
| Jun-2021 | $1,075,512 | $1,258,772 | $1,107,692 |
| Jun-2022 | $932,168 | $1,125,144 | $916,103 |
| Jun-2023 | $1,084,414 | $1,345,605 | $1,052,827 |
| Jun-2024 | $1,243,994 | $1,676,033 | $1,188,383 |
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
- Net Assets$1,660,453,936
- Number of Portfolio Holdings29
- Advisory Fee (net of waivers)$7,432,809
- Portfolio turnover2%
FAM VALUE FUND - INSTITUTIONAL SHARES (FAMWX)
Semi-Annual Shareholder Report - June 30, 2024
Top 10 Holdings (% of net assets)
| Holding Name | % of Net Assets |
| Brown & Brown, Inc. | 7.8% |
| CDW Corporation | 7.5% |
| Ross Stores, Inc. | 7.1% |
| IDEX Corporation | 5.2% |
| Markel Group, Inc. | 5.1% |
| Amphenol Corporation - Class A | 4.7% |
| Vulcan Materials Company | 4.5% |
| Stryker Corporation | 4.3% |
| Progressive Corporation (The) | 4.2% |
| Brookfield Corporation - Class A | 4.0% |
Composition of Net Assets
| Value | Value |
|---|
| Other | -0.1% |
| Food Products | 0.9% |
| Oil, Gas & Consumable Fuels | 1.8% |
| Professional Services | 2.0% |
| Life Sciences Tools & Services | 2.4% |
| Hotels, Restaurants & Leisure | 2.7% |
| Trading Companies & Distributors | 3.0% |
| Money Market | 3.2% |
| Diversified Financial Services | 3.2% |
| Banks | 3.5% |
| Health Care Equipment & Supplies | 4.3% |
| Construction Materials | 4.5% |
| Capital Markets | 4.9% |
| Semiconductors & Semiconductor Equipment | 5.3% |
| Machinery | 11.9% |
| Specialty Retail | 12.0% |
| Insurance | 17.1% |
| Electronic Equipment, Instruments & Components | 17.4% |
Access your account online!
With an online account, you can access your account information anytime.
• Review Account Summary, Account Holdings & Transaction History
• Set up an Automatic Investment Plan or Open a New Account
• Access Statements & Tax Forms
• Manage Your Document Delivery Settings (you can receive your annual shareholder report electronically).
Visit www.fenimoreasset.com/resources/reports/ and select “Account Access” at the top right.
Visit, call, or email us.
LOCATIONS: Albany and Cobleskill, NY
CALL:(800) 932-3271
EMAIL:info@fenimoreasset.com
No material changes occurred during the period ended June 30, 2024.
For additional information about the Fund, including a prospectus and performance data, visit www.fenimoreasset.com/resources/reports/or call (800) 932-3271.
FAM DIVIDEND FOCUS FUND - INVESTOR SHARES (FAMEX)
Semi-Annual Shareholder Report - June 30, 2024
This semi-annual shareholder report contains important information about FAM Dividend Focus Fund for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.fenimoreasset.com/resources/reports/. You can also request this information by contacting us at (800) 932-3271.
What were the Fund’s costs for the last six months?
(based on a hypothetical $10,000 investment)
| Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Investor Shares | $60 | 1.21% |
How did the Fund perform during the reporting period?
In the first half of 2024, the U.S. stock market ascended to new all-time highs and the Fund was no different — it also achieved an all-time high. However, we focus on long-term returns and are pleased with our track record. In our view, the Fund’s performance is derived from our consistent investing approach of identifying what we believe are competitively advantaged businesses and letting them compound over long periods.
A key tenet of the Fund's strategy is to invest in companies that consistently grow their dividend over time. During the past 12 months, 26 of the Fund's 27 holdings increased their dividend.
Since the Fund’s inception, the managers continually follow the same strategy.
Average Annual Total Returns
| 6 Months | 1 Year | 5 Years | 10 Years |
|---|
| FAM Dividend Focus Fund - Investor Shares | 7.41% | 15.90% | 11.18% | 11.30% |
S&P 500® Index | 15.29% | 24.56% | 15.05% | 12.86% |
Russell Midcap® Index | 4.96% | 12.88% | 9.46% | 9.04% |
In connection with applicable mutual performance disclosure requirements, the Fund has adopted the use of the S&P 500® Index as its primary comparative benchmark performance index and it has adopted the use of the Russell Midcap® Index as an additional comparative benchmark performance index. The Russell Midcap® Index generally reflects the market sectors in which the Fund primarily invests and the S&P 500® Index is a broad-based securities markets index that is generally representative of the overall domestic US equity markets as a whole.
How has the Fund performed over the last ten years?
Total Return Based on $10,000 Investment
| FAM Dividend Focus Fund - Investor Shares | S&P 500® Index | Russell Midcap® Index |
|---|
| Jun-2014 | $10,000 | $10,000 | $10,000 |
| Jun-2015 | $10,292 | $10,742 | $10,663 |
| Jun-2016 | $11,037 | $11,171 | $10,723 |
| Jun-2017 | $12,910 | $13,170 | $12,490 |
| Jun-2018 | $14,353 | $15,064 | $14,030 |
| Jun-2019 | $17,172 | $16,633 | $15,128 |
| Jun-2020 | $16,828 | $17,881 | $14,789 |
| Jun-2021 | $23,674 | $25,175 | $22,154 |
| Jun-2022 | $20,664 | $22,503 | $18,322 |
| Jun-2023 | $25,164 | $26,912 | $21,057 |
| Jun-2024 | $29,165 | $33,521 | $23,768 |
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
- Net Assets$751,252,575
- Number of Portfolio Holdings28
- Advisory Fee $3,258,778
- Portfolio turnover4%
FAM DIVIDEND FOCUS FUND - INVESTOR SHARES (FAMEX)
Semi-Annual Shareholder Report - June 30, 2024
Top 10 Holdings (% of net assets)
| Holding Name | % of Net Assets |
| Trane Technologies plc | 8.8% |
| Arthur J. Gallagher & Company | 7.2% |
| CDW Corporation | 6.5% |
| Microchip Technology, Inc. | 5.1% |
| Entegris, Inc. | 4.8% |
| Stryker Corporation | 4.8% |
| Ross Stores, Inc. | 4.7% |
| Broadridge Financial Solutions, Inc. | 4.2% |
| Republic Services, Inc. | 4.0% |
| HEICO Corporation - Class A | 3.9% |
Composition of Net Assets
| Value | Value |
|---|
| Capital Markets | 0.8% |
| Food Products | 1.0% |
| Life Sciences Tools & Services | 1.7% |
| Industrial Conglomerates | 1.9% |
| Distributors | 2.2% |
| Professional Services | 2.5% |
| Containers & Packaging | 2.9% |
| Machinery | 3.6% |
| Commercial Services & Supplies | 3.7% |
| Aerospace & Defense | 3.9% |
| Money Market | 3.9% |
| Commercial Support Services | 4.0% |
| Trading Companies & Distributors | 4.6% |
| Specialty Retail | 4.6% |
| Construction Materials | 7.0% |
| Insurance | 7.2% |
| Health Care Equipment & Supplies | 7.4% |
| Electronic Equipment, Instruments & Components | 7.8% |
| Building Products | 8.8% |
| Semiconductors & Semiconductor Equipment | 10.0% |
| IT Services | 10.5% |
Access your account online!
• Review Account Summary, Account Holdings & Transaction History
• Set up an Automatic Investment Plan or Open a New Account
• Access Statements & Tax Forms
• Manage Your Document Delivery Settings (you can receive your annual shareholder report electronically).
Visit www.fenimoreasset.com/resources/reports/ and select “Account Access” at the top right.
Visit, call, or email us.
LOCATIONS: Albany and Cobleskill, NY
CALL:(800) 932-3271
EMAIL:info@fenimoreasset.com
No material changes occurred during the period ended June 30, 2024.
For additional information about the Fund, including a prospectus and performance data, visit www.fenimoreasset.com/resources/reports/or call (800) 932-3271.
FAM SMALL CAP FUND - INVESTOR SHARES (FAMFX)
Semi-Annual Shareholder Report - June 30, 2024
This semi-annual shareholder report contains important information about FAM Small Cap Fund for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.fenimoreasset.com/resources/reports/. You can also request this information by contacting us at (800) 932-3271.
What were the Fund’s costs for the last six months?
(based on a hypothetical $10,000 investment)
| Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Investor Shares | $62 | 1.24% |
How did the Fund perform during the reporting period?
In the first half of 2024, the Fund’s return was basically flat. Crosscurrents, such as COVID’s supply chain ramifications, higher interest rates, and artificial intelligence momentum in the large-cap space, negatively impacted the results of many smaller companies. However, we find long-term returns more meaningful and are pleased with our 10-year and since-inception performance.
The holdings we prefer possess competitive differentiators that allow them to be more profitable and/or grow faster than their peers. We focus exclusively on owning what we believe are high-quality, small-cap firms run by top-notch leaders.
Since the Fund’s inception, the managers continually follow the same strategy.
Average Annual Total Returns
| 6 Months | 1 Year | 5 Years | 10 Years |
|---|
| FAM Small Cap Fund - Investor Shares | -0.04% | 8.24% | 10.10% | 8.37% |
S&P 500® Index | 15.29% | 24.56% | 15.05% | 12.86% |
Russell 2000® Total Return Index | 1.73% | 10.06% | 6.94% | 7.00% |
In connection with applicable mutual performance disclosure requirements, the Fund has adopted the use of the S&P 500® Index as its primary comparative benchmark performance index and it has adopted the use of the Russell 2000® Total Return Index as an additional comparative benchmark performance index. The Russell 2000® Total Return Index generally reflects the market sectors in which the Fund primarily invests and the S&P 500® Index is a broad-based securities markets index that is generally representative of the overall domestic US equity markets as a whole.
How has the Fund performed over the last ten years?
Total Return Based on $10,000 Investment
| FAM Small Cap Fund - Investor Shares | S&P 500® Index | Russell 2000® Total Return Index |
|---|
| Jun-2014 | $10,000 | $10,000 | $10,000 |
| Jun-2015 | $10,823 | $10,742 | $10,649 |
| Jun-2016 | $10,882 | $11,171 | $9,932 |
| Jun-2017 | $12,607 | $13,170 | $12,375 |
| Jun-2018 | $13,909 | $15,064 | $14,549 |
| Jun-2019 | $13,813 | $16,633 | $14,067 |
| Jun-2020 | $12,743 | $17,881 | $13,135 |
| Jun-2021 | $19,638 | $25,175 | $21,283 |
| Jun-2022 | $17,927 | $22,503 | $15,920 |
| Jun-2023 | $20,648 | $26,912 | $17,879 |
| Jun-2024 | $22,349 | $33,521 | $19,677 |
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
- Net Assets$370,605,011
- Number of Portfolio Holdings29
- Advisory Fee $1,660,258
- Portfolio turnover6%
FAM SMALL CAP FUND - INVESTOR SHARES (FAMFX)
Semi-Annual Shareholder Report - June 30, 2024
Top 10 Holdings (% of net assets)
| Holding Name | % of Net Assets |
| CBIZ, Inc. | 7.0% |
| ExlService Holdings, Inc. | 5.4% |
| Colliers International Group, Inc. | 5.0% |
| Dutch Bros, Inc. - Class A | 4.1% |
| Trisura Group Ltd. | 4.0% |
| Pinnacle Financial Partners, Inc. | 4.0% |
| Brookfield Infrastructure Corporation - Class A | 4.0% |
| Exponent, Inc. | 3.6% |
| Element Solutions, Inc. | 3.6% |
| Choice Hotels International, Inc. | 3.4% |
Composition of Net Assets
| Value | Value |
|---|
| Other | -0.1% |
| Specialty Retail | 2.2% |
| IT Services | 2.4% |
| Media | 2.6% |
| Real Estate Owners & Developers | 2.6% |
| Trading Companies & Distributors | 3.1% |
| Road & Rail | 3.3% |
| Health Care Facilities & Services | 3.3% |
| Food Products | 3.4% |
| Chemicals | 3.6% |
| Gas Utilities | 3.9% |
| Machinery | 4.7% |
| Money Market | 5.7% |
| Software | 5.9% |
| Insurance | 6.1% |
| Diversified Consumer Services | 6.4% |
| Hotels, Restaurants & Leisure | 7.5% |
| Real Estate Management & Development | 8.0% |
| Banks | 9.4% |
| Professional Services | 16.0% |
Access your account online!
With an online account, you can access your account information anytime.
• Review Account Summary, Account Holdings & Transaction History
• Set up an Automatic Investment Plan or Open a New Account
• Access Statements & Tax Forms
• Manage Your Document Delivery Settings (you can receive your annual shareholder report electronically).
Visit www.fenimoreasset.com/resources/reports/ and select “Account Access” at the top right.
Visit, call, or email us.
LOCATIONS: Albany and Cobleskill, NY
CALL:(800) 932-3271
EMAIL:info@fenimoreasset.com
No material changes occurred during the period ended June 30, 2024.
For additional information about the Fund, including a prospectus and performance data, visit www.fenimoreasset.com/resources/reports/or call (800) 932-3271.
FAM SMALL CAP FUND - INSTITUTIONAL SHARES (FAMDX)
Semi-Annual Shareholder Report - June 30, 2024
This semi-annual shareholder report contains important information about FAM Small Cap Fund for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.fenimoreasset.com/resources/reports/. You can also request this information by contacting us at (800) 932-3271.
What were the Fund’s costs for the last six months?
(based on a hypothetical $10,000 investment)
| Class Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Institutional Shares | $57 | 1.15% |
How did the Fund perform during the reporting period?
In the first half of 2024, the Fund’s return was basically flat. Crosscurrents, such as COVID’s supply chain ramifications, higher interest rates, and artificial intelligence momentum in the large-cap space, negatively impacted the results of many smaller companies. However, we find long-term returns more meaningful and are pleased with our 10-year and since-inception performance.
The holdings we prefer possess competitive differentiators that allow them to be more profitable and/or grow faster than their peers. We focus exclusively on owning what we believe are high-quality, small-cap firms run by top-notch leaders.
Since the Fund’s inception, the managers continually follow the same strategy.
Average Annual Total Returns
| 6 Months | 1 Year | 5 Years | 10 Years |
|---|
| FAM Small Cap Fund - Institutional Shares | 0.04% | 8.33% | 10.21% | 8.48% |
S&P 500® Index | 15.29% | 24.56% | 15.05% | 12.86% |
Russell 2000® Total Return Index | 1.73% | 10.06% | 6.94% | 7.00% |
In connection with applicable mutual performance disclosure requirements, the Fund has adopted the use of the S&P 500® Index as its primary comparative benchmark performance index and it has adopted the use of the Russell 2000® Total Return Index as an additional comparative benchmark performance index. The Russell 2000® Total Return Index generally reflects the market sectors in which the Fund primarily invests and the S&P 500® Index is a broad-based securities markets index that is generally representative of the overall domestic US equity markets as a whole.
How has the Fund performed since inception?
Total Return Based on $500,000 Investment
| FAM Small Cap Fund - Institutional Shares | S&P 500® Index | Russell 2000® Total Return Index |
|---|
| Jun-2014 | $500,000 | $500,000 | $500,000 |
| Jun-2015 | $541,126 | $537,114 | $532,428 |
| Jun-2016 | $544,458 | $558,559 | $496,592 |
| Jun-2017 | $631,719 | $658,519 | $618,758 |
| Jun-2018 | $697,935 | $753,175 | $727,448 |
| Jun-2019 | $693,891 | $831,637 | $703,374 |
| Jun-2020 | $640,828 | $894,052 | $656,775 |
| Jun-2021 | $988,193 | $1,258,772 | $1,064,144 |
| Jun-2022 | $903,123 | $1,125,144 | $796,006 |
| Jun-2023 | $1,041,584 | $1,345,605 | $893,968 |
| Jun-2024 | $1,128,304 | $1,676,033 | $983,867 |
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
- Net Assets$370,605,011
- Number of Portfolio Holdings29
- Advisory Fee $1,660,258
- Portfolio turnover6%
FAM SMALL CAP FUND - INSTITUTIONAL SHARES (FAMDX)
Semi-Annual Shareholder Report - June 30, 2024
Top 10 Holdings (% of net assets)
| Holding Name | % of Net Assets |
| CBIZ, Inc. | 7.0% |
| ExlService Holdings, Inc. | 5.4% |
| Colliers International Group, Inc. | 5.0% |
| Dutch Bros, Inc. - Class A | 4.1% |
| Trisura Group Ltd. | 4.0% |
| Pinnacle Financial Partners, Inc. | 4.0% |
| Brookfield Infrastructure Corporation - Class A | 4.0% |
| Exponent, Inc. | 3.6% |
| Element Solutions, Inc. | 3.6% |
| Choice Hotels International, Inc. | 3.4% |
Composition of Net Assets
| Value | Value |
|---|
| Other | -0.1% |
| Specialty Retail | 2.2% |
| IT Services | 2.4% |
| Media | 2.6% |
| Real Estate Owners & Developers | 2.6% |
| Trading Companies & Distributors | 3.1% |
| Road & Rail | 3.3% |
| Health Care Facilities & Services | 3.3% |
| Food Products | 3.4% |
| Chemicals | 3.6% |
| Gas Utilities | 3.9% |
| Machinery | 4.7% |
| Money Market | 5.7% |
| Software | 5.9% |
| Insurance | 6.1% |
| Diversified Consumer Services | 6.4% |
| Hotels, Restaurants & Leisure | 7.5% |
| Real Estate Management & Development | 8.0% |
| Banks | 9.4% |
| Professional Services | 16.0% |
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LOCATIONS: Albany and Cobleskill, NY
CALL:(800) 932-3271
EMAIL:info@fenimoreasset.com
No material changes occurred during the period ended June 30, 2024.
For additional information about the Fund, including a prospectus and performance data, visit www.fenimoreasset.com/resources/reports/or call (800) 932-3271.
Not required
| Item 3. | Audit Committee Financial Expert. |
Not required
| Item 4. | Principal Accountant Fees and Services. |
Not required
| Item 5. | Audit Committee of Listed Registrants. |
Not applicable
(a) The Registrant(s) schedule(s) of investments is included in the Financial Statements under Item 7 of this form.
(b) Not applicable
| Item 7. | Financial Statements and Financial Highlights for Open-End Management Investment Companies |
(a)
| Schedule of Investments | |
| FAM VALUE FUND | 1 |
| FAM DIVIDEND FOCUS FUND | 3 |
| FAM SMALL CAP FUND | 5 |
| Statements of Assets and Liabilities | 7 |
| Statements of Operations | 8 |
| Statements of Changes in Net Assets | 9 |
| Notes to Financial Statements | 12 |
| Supplemental Information | 25 |
FAM Funds has adopted a Code of Ethics that applies to its principal executive and principal financial officers. You may obtain a copy of this Code without charge, by calling FAM Funds at (800) 932-3271.
| FAM VALUE FUND — Schedule of Investments |
| June 30, 2024 (Unaudited) |
| | | Shares | | | Value | |
| COMMON STOCKS — 96.9% | | | | | | | | |
| Banks — 3.5% | | | | | | | | |
| Pinnacle Financial Partners, Inc. | | | 386,527 | | | $ | 30,937,621 | |
| SouthState Corporation | | | 364,610 | | | | 27,863,496 | |
| | | | | | | | 58,801,117 | |
| Capital Markets — 4.9% | | | | | | | | |
| Brookfield Asset Management Ltd. - Class A | | | 397,940 | | | | 15,141,617 | |
| Brookfield Corporation - Class A | | | 1,591,760 | | | | 66,121,711 | |
| | | | | | | | 81,263,328 | |
| Construction Materials — 4.5% | | | | | | | | |
| Vulcan Materials Company | | | 297,930 | | | | 74,089,232 | |
| Diversified Financial Services — 3.2% | | | | | | | | |
| Berkshire Hathaway, Inc. - Class A (a) | | | 86 | | | | 52,652,726 | |
| Electronic Equipment, Instruments & Components — 17.4% | | | | | | | | |
| Amphenol Corporation - Class A | | | 1,146,480 | | | | 77,238,357 | |
| CDW Corporation | | | 558,200 | | | | 124,947,488 | |
| Keysight Technologies, Inc. (a) | | | 234,320 | | | | 32,043,260 | |
| Zebra Technologies Corporation - Class A (a) | | | 179,460 | | | | 55,440,578 | |
| | | | | | | | 289,669,683 | |
| Food Products — 0.9% | | | | | | | | |
| McCormick & Company, Inc. | | | 215,300 | | | | 15,273,382 | |
| Health Care Equipment & Supplies — 4.3% | | | | | | | | |
| Stryker Corporation | | | 208,000 | | | | 70,772,000 | |
| Hotels, Restaurants & Leisure — 2.7% | | | | | | | | |
| Booking Holdings, Inc. | | | 11,350 | | | | 44,963,025 | |
| Insurance — 17.1% | | | | | | | | |
| Brown & Brown, Inc. | | | 1,441,492 | | | | 128,883,800 | |
| Markel Group, Inc. (a) | | | 53,850 | | | | 84,849,291 | |
| Progressive Corporation (The) | | | 340,000 | | | | 70,621,400 | |
| | | | | | | | 284,354,491 | |
| Life Sciences Tools & Services — 2.4% | | | | | | | | |
| Waters Corporation (a) | | | 138,700 | | | | 40,239,644 | |
| Machinery — 11.9% | | | | | | | | |
| Graco, Inc. | | | 670,180 | | | | 53,131,870 | |
| IDEX Corporation | | | 431,530 | | | | 86,823,836 | |
| Illinois Tool Works, Inc. | | | 242,560 | | | | 57,477,018 | |
| | | | | | | | 197,432,724 | |
| Oil, Gas & Consumable Fuels — 1.8% | | | | | | | | |
| EOG Resources, Inc. | | | 233,500 | | | | 29,390,645 | |
| Professional Services — 2.0% | | | | | | | | |
| ExlService Holdings, Inc. (a) | | | 1,072,900 | | | | 33,646,144 | |
See Notes to Financial Statements
| FAM VALUE FUND — Schedule of Investments Continued |
| June 30, 2024 (Unaudited) |
| | | Shares | | | Value | |
| COMMON STOCKS — 96.9% (Continued) | | | | | | | | |
| Semiconductors & Semiconductor Equipment — 5.3% | | | | | | | | |
| Analog Devices, Inc. | | | 279,510 | | | $ | 63,800,953 | |
| Microchip Technology, Inc. | | | 258,860 | | | | 23,685,690 | |
| | | | | | | | 87,486,643 | |
| Specialty Retail — 12.0% | | | | | | | | |
| AutoZone, Inc. (a) | | | 18,265 | | | | 54,139,286 | |
| CarMax, Inc. (a) | | | 373,296 | | | | 27,377,529 | |
| Ross Stores, Inc. | | | 810,688 | | | | 117,809,180 | |
| | | | | | | | 199,325,995 | |
| Trading Companies & Distributors — 3.0% | | | | | | | | |
| Fastenal Company | | | 780,900 | | | | 49,071,756 | |
| | | | | | | | | |
| Total Common Stocks (Cost $515,041,613) | | | | | | $ | 1,608,432,535 | |
| | | | | | | | | |
| | | | | | | | | |
| MONEY MARKET FUNDS — 3.2% | | | | | | | | |
| Invesco Treasury Portfolio - Institutional Class, 5.21% (b) (Cost $53,546,030) | | | 53,546,030 | | | $ | 53,546,030 | |
| | | | | | | | | |
| Total Investments at Value — 100.1% (Cost $568,587,643) | | | | | | $ | 1,661,978,565 | |
| | | | | | | | | |
| Liabilities in Excess of Other Assets — (0.1%) | | | | | | | (1,524,629 | ) |
| | | | | | | | | |
| Net Assets — 100.0% | | | | | | $ | 1,660,453,936 | |
| (a) | Non-income producing security. |
| (b) | The rate shown is the 7-day effective yield as of June 30, 2024. |
See Notes to Financial Statements
| FAM DIVIDEND FOCUS FUND — Schedule of Investments |
| June 30, 2024 (Unaudited) |
| | | Shares | | | Value | |
| COMMON STOCKS — 96.1% | | | | | | | | |
| Aerospace & Defense — 3.9% | | | | | | | | |
| HEICO Corporation - Class A | | | 166,705 | | | $ | 29,593,472 | |
| Building Products — 8.8% | | | | | | | | |
| Trane Technologies plc | | | 200,300 | | | | 65,884,679 | |
| Capital Markets — 0.8% | | | | | | | | |
| Houlihan Lokey, Inc. | | | 45,074 | | | | 6,078,680 | |
| Commercial Services & Supplies — 3.7% | | | | | | | | |
| Cintas Corporation | | | 39,783 | | | | 27,858,443 | |
| Commercial Support Services — 4.0% | | | | | | | | |
| Republic Services, Inc. | | | 152,890 | | | | 29,712,643 | |
| Construction Materials — 7.0% | | | | | | | | |
| Martin Marietta Materials, Inc. | | | 50,194 | | | | 27,195,109 | |
| Vulcan Materials Company | | | 102,830 | | | | 25,571,765 | |
| | | | | | | | 52,766,874 | |
| Containers & Packaging — 2.9% | | | | | | | | |
| Avery Dennison Corporation | | | 100,367 | | | | 21,945,244 | |
| Distributors — 2.2% | | | | | | | | |
| Pool Corporation | | | 53,900 | | | | 16,565,087 | |
| Electronic Equipment, Instruments & Components — 7.8% | | | | | | | | |
| Amphenol Corporation - Class A | | | 150,502 | | | | 10,139,320 | |
| CDW Corporation | | | 217,000 | | | | 48,573,280 | |
| | | | | | | | 58,712,600 | |
| Food Products — 1.0% | | | | | | | | |
| McCormick & Company, Inc. | | | 103,200 | | | | 7,321,008 | |
| Health Care Equipment & Supplies — 7.4% | | | | | | | | |
| STERIS plc | | | 86,700 | | | | 19,034,118 | |
| Stryker Corporation | | | 107,000 | | | | 36,406,750 | |
| | | | | | | | 55,440,868 | |
| Industrial Conglomerates — 1.9% | | | | | | | | |
| Roper Technologies, Inc. | | | 25,200 | | | | 14,204,232 | |
| Insurance — 7.2% | | | | | | | | |
| Arthur J. Gallagher & Company | | | 208,500 | | | | 54,066,135 | |
| IT Services — 10.5% | | | | | | | | |
| Broadridge Financial Solutions, Inc. | | | 159,400 | | | | 31,401,800 | |
| Jack Henry & Associates, Inc. | | | 121,800 | | | | 20,221,236 | |
| Paychex, Inc. | | | 231,400 | | | | 27,434,784 | |
| | | | | | | | 79,057,820 | |
| Life Sciences Tools & Services — 1.7% | | | | | | | | |
| Agilent Technologies, Inc. | | | 99,730 | | | | 12,928,000 | |
| Machinery — 3.6% | | | | | | | | |
| IDEX Corporation | | | 135,165 | | | | 27,195,198 | |
See Notes to Financial Statements
| FAM DIVIDEND FOCUS FUND — Schedule of Investments Continued |
| June 30, 2024 (Unaudited) |
| | | Shares | | | Value | |
| COMMON STOCKS — 96.1% (Continued) | | | | | | | | |
| Professional Services — 2.5% | | | | | | | | |
| Verisk Analytics, Inc. | | | 70,320 | | | $ | 18,954,756 | |
| Semiconductors & Semiconductor Equipment — 9.9% | | | | | | | | |
| Entegris, Inc. | | | 270,750 | | | | 36,659,550 | |
| Microchip Technology, Inc. | | | 414,920 | | | | 37,965,180 | |
| | | | | | | | 74,624,730 | |
| Specialty Retail — 4.7% | | | | | | | | |
| Ross Stores, Inc. | | | 240,026 | | | | 34,880,578 | |
| Trading Companies & Distributors — 4.6% | | | | | | | | |
| Fastenal Company | | | 349,000 | | | | 21,931,160 | |
| Watsco, Inc. | | | 26,500 | | | | 12,275,860 | |
| | | | | | | | 34,207,020 | |
| | | | | | | | | |
| Total Common Stocks (Cost $342,182,137) | | | | | | $ | 721,998,067 | |
| | | | | | | | | |
| | | | | | | | | |
| MONEY MARKET FUNDS — 3.9% | | | | | | | | |
| Invesco Treasury Portfolio - | | | | | | | | |
| Institutional Class, 5.21% (a) (Cost $29,411,048) | | | 29,411,048 | | | $ | 29,411,048 | |
| | | | | | | | | |
| Total Investments at Value — 100.0% (Cost $371,593,185) | | | | | | $ | 751,409,115 | |
| | | | | | | | | |
| Liabilities in Excess of Other Assets — (0.0%) (b) | | | | | | | (156,540 | ) |
| | | | | | | | | |
| Net Assets — 100.0% | | | | | | $ | 751,252,575 | |
| (a) | The rate shown is the 7-day effective yield as of June 30, 2024. |
| (b) | Percentage rounds to less than 0.1%. |
See Notes to Financial Statements
| FAM SMALL CAP FUND — Schedule of Investments |
| June 30, 2024 (Unaudited) |
| | | Shares | | | Value | |
| COMMON STOCKS — 94.4% | | | | | | | | |
| Banks — 9.4% | | | | | | | | |
| Home BancShares, Inc. | | | 412,135 | | | $ | 9,874,755 | |
| Pinnacle Financial Partners, Inc. | | | 184,100 | | | | 14,735,364 | |
| SouthState Corporation | | | 134,606 | | | | 10,286,590 | |
| | | | | | | | 34,896,709 | |
| Chemicals — 3.6% | | | | | | | | |
| Element Solutions, Inc. | | | 485,730 | | | | 13,172,998 | |
| Diversified Consumer Services — 6.4% | | | | | | | | |
| Frontdoor, Inc. (a) | | | 364,875 | | | | 12,329,126 | |
| OneSpaWorld Holdings Ltd. (a) | | | 743,428 | | | | 11,426,488 | |
| | | | | | | | 23,755,614 | |
| Food Products — 3.4% | | | | | | | | |
| Nomad Foods Ltd. | | | 763,815 | | | | 12,587,671 | |
| Gas Utilities — 4.0% | | | | | | | | |
| Brookfield Infrastructure Corporation - Class A | | | 434,345 | | | | 14,620,053 | |
| Health Care Facilities & Services — 3.3% | | | | | | | | |
| Chemed Corporation | | | 22,655 | | | | 12,292,150 | |
| Hotels, Restaurants & Leisure — 7.5% | | | | | | | | |
| Choice Hotels International, Inc. | | | 108,500 | | | | 12,911,500 | |
| Dutch Bros, Inc. - Class A (a) | | | 363,147 | | | | 15,034,286 | |
| | | | | | | | 27,945,786 | |
| Insurance — 6.1% | | | | | | | | |
| Hagerty, Inc. - Class A (a) | | | 729,259 | | | | 7,584,294 | |
| Trisura Group Ltd. (a) | | | 492,980 | | | | 14,911,379 | |
| | | | | | | | 22,495,673 | |
| IT Services — 2.4% | | | | | | | | |
| Cass Information Systems, Inc. | | | 222,645 | | | | 8,921,385 | |
| Machinery — 4.7% | | | | | | | | |
| ESAB Corporation | | | 78,640 | | | | 7,425,975 | |
| Franklin Electric Company, Inc. | | | 104,500 | | | | 10,065,440 | |
| | | | | | | | 17,491,415 | |
| Media — 2.6% | | | | | | | | |
| Boston Omaha Corporation - Class A (a) | | | 718,195 | | | | 9,666,905 | |
| Professional Services — 16.0% | | | | | | | | |
| CBIZ, Inc. (a) | | | 351,567 | | | | 26,051,115 | |
| ExlService Holdings, Inc. (a) | | | 634,470 | | | | 19,896,979 | |
| Exponent, Inc. | | | 139,437 | | | | 13,263,247 | |
| | | | | | | | 59,211,341 | |
| Real Estate Management & Development — 8.0% | | | | | | | | |
| Colliers International Group, Inc. | | | 167,455 | | | | 18,696,351 | |
| FirstService Corporation | | | 72,534 | | | | 11,052,005 | |
| | | | | | | | 29,748,356 | |
See Notes to Financial Statements
| FAM SMALL CAP FUND — Schedule of Investments Continued |
| June 30, 2024 (Unaudited) |
| | | Shares | | | Value | |
| COMMON STOCKS — 94.4% (Continued) | | | | | | | | |
| Real Estate Owners & Developers — 2.5% | | | | | | | | |
| Dream Finders Homes, Inc. - Class A (a) | | | 364,785 | | | $ | 9,418,749 | |
| Road & Rail — 3.3% | | | | | | | | |
| Landstar System, Inc. | | | 65,700 | | | | 12,120,336 | |
| Software — 5.9% | | | | | | | | |
| Descartes Systems Group, Inc. (The) (a) | | | 101,200 | | | | 9,800,208 | |
| SPS Commerce, Inc. (a) | | | 65,008 | | | | 12,231,905 | |
| | | | | | | | 22,032,113 | |
| Specialty Retail — 2.2% | | | | | | | | |
| Floor & Decor Holdings, Inc. - Class A (a) | | | 80,558 | | | | 8,008,271 | |
| Trading Companies & Distributors — 3.1% | | | | | | | | |
| SiteOne Landscape Supply, Inc. (a) | | | 94,717 | | | | 11,499,591 | |
| | | | | | | | | |
| Total Common Stocks (Cost $239,494,936) | | | | | | $ | 349,885,116 | |
| | | | | | | | | |
| | | | | | | | | |
| MONEY MARKET FUNDS — 5.7% | | | | | | | | |
| Invesco Treasury Portfolio - Institutional Class, 5.21% (b) (Cost $20,981,651) | | | 20,981,651 | | | $ | 20,981,651 | |
| | | | | | | | | |
| Total Investments at Value — 100.1% (Cost $260,476,587) | | | | | | $ | 370,866,767 | |
| | | | | | | | | |
| Liabilities in Excess of Other Assets — (0.1%) | | | | | | | (261,756 | ) |
| | | | | | | | | |
| Net Assets — 100.0% | | | | | | $ | 370,605,011 | |
| (a) | Non-income producing security. |
| (b) | The rate shown is the 7-day effective yield as of June 30, 2024. |
See Notes to Financial Statements
| FAM FUNDS — Statements of Assets and Liabilities | June 30, 2024 (Unaudited) |
| | | | | | FAM | | | | |
| | | FAM | | | Dividend | | | FAM | |
| | | Value | | | Focus | | | Small Cap | |
| | | Fund | | | Fund | | | Fund | |
| Assets | | | | | | | | | | | | |
| Investments in securities: | | | | | | | | | | | | |
| Investments in securities, at cost | | $ | 568,587,643 | | | $ | 371,593,185 | | | $ | 260,476,587 | |
| Investments in securities, at value | | $ | 1,661,978,565 | | | $ | 751,409,115 | | | $ | 370,866,767 | |
| Cash | | | — | | | | — | | | | 26,386 | |
| Receivable for Fund shares sold | | | 59,558 | | | | 437,215 | | | | 16,538 | |
| Dividends receivable | | | 841,645 | | | | 375,934 | | | | 136,440 | |
| Other assets | | | 24,487 | | | | 17,900 | | | | 23,086 | |
| Total Assets | | | 1,662,904,255 | | | | 752,240,164 | | | | 371,069,217 | |
| Liabilities | | | | | | | | | | | | |
| Payable for Fund shares redeemed | | | 779,735 | | | | 224,283 | | | | 79,813 | |
| Accrued investment advisory fees | | | 1,218,521 | | | | 555,007 | | | | 272,993 | |
| Accrued shareholder account servicing and administrative serving fees | | | 227,930 | | | | 106,159 | | | | 46,278 | |
| Accrued business management and fund accounting fees | | | 136,443 | | | | 61,689 | | | | 30,319 | |
| Accrued expenses | | | 87,690 | | | | 40,451 | | | | 34,803 | |
| Total Liabilities | | | 2,450,319 | | | | 987,589 | | | | 464,206 | |
| Net Assets | | $ | 1,660,453,936 | | | $ | 751,252,575 | | | $ | 370,605,011 | |
| Net Assets Consist of: | | | | | | | | | | | | |
| Paid-in capital | | $ | 540,730,065 | | | $ | 359,350,939 | | | $ | 250,265,230 | |
| Accumulated earnings | | | 1,119,723,871 | | | | 391,901,636 | | | | 120,339,781 | |
| Net Assets | | $ | 1,660,453,936 | | | $ | 751,252,575 | | | $ | 370,605,011 | |
| Net asset value and offering price per share | | | | | | | | | | | | |
| Net assets - Investor Shares | | $ | 1,620,684,020 | | | $ | 751,252,575 | | | $ | 224,327,080 | |
| Net assets - Institutional Shares | | $ | 39,769,916 | | | | N/A | | | $ | 146,277,931 | |
| Shares outstanding - Investor Shares | | | 16,796,843 | | | | 13,133,258 | | | | 9,122,442 | |
| Shares outstanding - Institutional Shares | | | 408,935 | | | | N/A | | | | 5,882,602 | |
| Net Asset Value, offering and Redemption Price per share (unlimited shares of beneficial interest authorized at $0.001 par value) | | | | | | | | | | | | |
| Investor Shares | | $ | 96.49 | | | $ | 57.20 | | | $ | 24.59 | |
| Institutional Shares | | $ | 97.25 | | | | N/A | | | $ | 24.87 | |
See Notes to Financial Statements
| FAM FUNDS — Statements of Operations | Six Months Ended June 30, 2024 (Unaudited) |
| | | | | | FAM | | | | |
| | | FAM | | | Dividend | | | FAM | |
| | | Value | | | Focus | | | Small Cap | |
| | | Fund | | | Fund | | | Fund | |
| Investment Income | | | | | | | | | | | | |
| Dividends | | $ | 9,158,241 | | | $ | 4,880,118 | | | $ | 2,173,147 | |
| Foreign witholding taxes on dividends | | | (83,567 | ) | | | — | | | | (32,615 | ) |
| Total Investment Income | | | 9,074,674 | | | | 4,880,118 | | | | 2,140,532 | |
| Expenses | | | | | | | | | | | | |
| Investment advisory fees (Note 2) | | | 7,463,668 | | | | 3,258,778 | | | | 1,660,258 | |
| Shareholder servicing fees (Note 2) | | | | | | | | | | | | |
| Investor shares | | | 697,678 | | | | 196,004 | | | | 75,775 | |
| Institutional shares | | | 989 | | | | — | | | | 4,668 | |
| Fund accounting fees (Note 2) | | | | | | | | | | | | |
| Investor shares | | | 566,712 | | | | 254,013 | | | | 78,106 | |
| Institutional shares | | | 14,617 | | | | — | | | | 51,339 | |
| Shareholder administrative fees (Note 2) | | | | | | | | | | | | |
| Investor shares | | | 361,693 | | | | 351,262 | | | | 95,418 | |
| Institutional shares | | | 8,436 | | | | — | | | | 36,445 | |
| Business management fees (Note 2) | | | 249,141 | | | | 108,863 | | | | 55,477 | |
| Legal fees | | | 106,184 | | | | 40,409 | | | | 20,842 | |
| Custodian and bank servicing fees | | | 70,440 | | | | 32,930 | | | | 18,557 | |
| Trustee’s fees and expenses | | | 37,459 | | | | 37,419 | | | | 37,419 | |
| Registration and filing fees | | | 28,147 | | | | 21,232 | | | | 32,310 | |
| Shareholder reporting expenses | | | 25,199 | | | | 19,948 | | | | 11,121 | |
| Compliance services fees (Note 2) | | | 11,250 | | | | 11,250 | | | | 11,250 | |
| Audit and tax service fees | | | 13,750 | | | | 6,875 | | | | 6,875 | |
| Other | | | 65,685 | | | | 30,288 | | | | 20,853 | |
| Total Expenses | | | 9,721,048 | | | | 4,369,271 | | | | 2,216,713 | |
| Fee reductions by Advisor (Note 2) | | | (30,859 | ) | | | — | | | | — | |
| Net Expenses | | | 9,690,189 | | | | 4,369,271 | | | | 2,216,713 | |
| Net Investment Income (Loss) | | | (615,515 | ) | | | 510,847 | | | | (76,181 | ) |
| Realized and Unrealized Gains (Losses) on Investments | | | | | | | | | | | | |
| Net realized gains on investments | | | 26,948,464 | | | | 12,083,613 | | | | 10,025,040 | |
| Net change in unrealized appreciation (depreciation) on investments | | | 66,207,506 | | | | 37,949,587 | | | | (9,943,759 | ) |
| Net Realized and Unrealized Gains | | | 93,155,970 | | | | 50,033,200 | | | | 81,281 | |
| Net Increase in Net Assets From Operations | | $ | 92,540,455 | | | $ | 50,544,047 | | | $ | 5,100 | |
See Notes to Financial Statements
| FAM FUNDS — Statements of Changes in Net Assets |
| | | FAM Value Fund | |
| | | Six Months Ended | | | Year Ended | |
| | | June 30, 2024 | | | December 31, | |
| | | (Unaudited) | | | 2023 | |
| Change in Net Assets | | | | | | | | |
| From Operations | | | | | | | | |
| Net investment income (loss) | | $ | (615,515 | ) | | $ | 2,366,950 | |
| Net realized gains on investments | | | 26,948,464 | | | | 74,582,151 | |
| Net change in unrealized appreciation (depreciation) on investments | | | 66,207,506 | | | | 149,505,731 | |
| Net increase in net assets resulting from operations | | | 92,540,455 | | | | 226,454,832 | |
| | | | | | | | | |
| Distributions to shareholders from (Note 5): | | | | | | | | |
| Distributable earnings - Investor Shares | | | — | | | | (74,952,494 | ) |
| Distributable earnings - Institutional Shares | | | — | | | | (2,001,889 | ) |
| Total distributions | | | — | | | | (76,954,383 | ) |
| | | | | | | | | |
| Capital share transactions (Note 3) | | | (33,907,787 | ) | | | 9,986,400 | |
| Total increase in net assets | | | 58,632,668 | | | | 159,486,849 | |
| | | | | | | | | |
| Net Assets | | | | | | | | |
| Beginning of period | | | 1,601,821,268 | | | | 1,442,334,419 | |
| End of period | | $ | 1,660,453,936 | | | $ | 1,601,821,268 | |
See Notes to Financial Statements
| FAM FUNDS — Statements of Changes in Net Assets |
| | | FAM Dividend Focus Fund | |
| | | Six Months Ended | | | Year Ended | |
| | | June 30, 2024 | | | December 31, | |
| | | (Unaudited) | | | 2023 | |
| Change in Net Assets | | | | | | | | |
| From Operations | | | | | | | | |
| Net investment income | | $ | 510,847 | | | $ | 2,463,682 | |
| Net realized gains on investments | | | 12,083,613 | | | | 1,984,415 | |
| Net change in unrealized appreciation (depreciation) on investments | | | 37,949,587 | | | | 104,813,210 | |
| Net increase in net assets resulting from operations | | | 50,544,047 | | | | 109,261,307 | |
| | | | | | | | | |
| Distributions to shareholders from (Note 5): | | | | | | | | |
| Distributable earnings - Investor Shares | | | (508,754 | ) | | | (4,456,295 | ) |
| | | | | | | | | |
| Capital share transactions (Note 3) | | | 26,875,623 | | | | 10,410,728 | |
| Total increase in net assets | | | 76,910,916 | | | | 115,215,740 | |
| | | | | | | | | |
| Net Assets | | | | | | | | |
| Beginning of period | | | 674,341,659 | | | | 559,125,919 | |
| End of period | | $ | 751,252,575 | | | $ | 674,341,659 | |
See Notes to Financial Statements
| FAM FUNDS — Statements of Changes in Net Assets |
| | | FAM Small Cap Fund | |
| | | Six Months Ended | | | Year Ended | |
| | | June 30, 2024 | | | December 31, | |
| | | (Unaudited) | | | 2023 | |
| Change in Net Assets | | | | | | | | |
| From Operations | | | | | | | | |
| Net investment loss | | $ | (76,181 | ) | | $ | (440,788 | ) |
| Net realized gains on investments | | | 10,025,040 | | | | 22,152,905 | |
| Net change in unrealized appreciation (depreciation) on investments | | | (9,943,759 | ) | | | 38,580,724 | |
| Net increase in net assets resulting from operations | | | 5,100 | | | | 60,292,841 | |
| | | | | | | | | |
| Distributions to shareholders from (Note 5): | | | | | | | | |
| Distributable earnings - Investor Shares | | | — | | | | (13,424,294 | ) |
| Distributable earnings - Institutional Shares | | | — | | | | (8,727,869 | ) |
| Total distributions | | | — | | | | (22,152,163 | ) |
| | | | | | | | | |
| Capital share transactions (Note 3) | | | 7,738,252 | | | | 37,678,968 | |
| Total increase in net assets | | | 7,743,352 | | | | 75,819,646 | |
| | | | | | | | | |
| Net Assets | | | | | | | | |
| Beginning of period | | | 362,861,659 | | | | 287,042,013 | |
| End of period | | $ | 370,605,011 | | | $ | 362,861,659 | |
See Notes to Financial Statements
| FAM FUNDS — Notes to Financial Statements |
Note 1. Nature of Business and Summary of Significant Accounting Policies
FAM Value Fund, FAM Dividend Focus Fund and FAM Small Cap Fund (individually a “Fund”, and collectively, the “Funds”) are each a series of Fenimore Asset Management Trust, a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).
Each Fund is authorized to issue two classes of shares: Investor Shares and Institutional Shares. The Investor Shares and the Institutional Shares represent interests in the same portfolio of investments in each Fund, however, each class of shares is subject to different expenses and have different investment minimums. Each share class has exclusive voting rights with respect to matters that affect just that class of shares. As of the date of this report, Institutional Shares of the FAM Dividend Focus Fund are not currently offered.
The investment objective of the FAM Value Fund is to maximize long-term return on capital. The investment objective of the FAM Dividend Focus Fund is to provide current income and long-term capital appreciation from investing primarily in income-producing equity securities. The investment objective of the FAM Small Cap Fund is to maximize long-term return on capital.
Each Fund is an investment company and accordingly follows accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 “Financial Services – Investment Companies.” The following is a summary of each Fund’s significant accounting policies, which are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and followed by the Funds in the preparation of their financial statements.
| a) | Valuation of Securities |
Each Fund values its portfolio securities at market value as of the close of regular trading on the New York Stock Exchange, Inc. (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day that the NYSE is open for business. Securities traded on a national securities exchange or admitted to trading on NASDAQ are valued at the last reported sale price or the NASDAQ official closing price. Securities for which no sale was reported, over-the-counter securities, and securities for which market quotations are not readily available or have not traded are valued at fair value as determined by procedures established by Fenimore Asset Management, Inc. (the “Advisor”), as the Funds’ Valuation Designee, pursuant to Rule 2a-5 under the 1940 Act. Investments in other open-end investment companies, including money market funds, are valued at their net asset value (“NAV”) as reported by such companies.
GAAP establishes a three-tier framework for measuring fair value based on a hierarchy of inputs. The hierarchy distinguishes between market data obtained from independent sources (observable inputs) and the Funds’ own market assumptions (unobservable inputs).
These inputs are used in determining the value of each Fund’s investments. These inputs are summarized in the three broad levels listed below:
Level 1 – quoted prices in active markets for identical securities
Level 2 – other significant observable inputs (including quoted prices for identical securities in inactive markets and quoted prices for similar securities)
Level 3 – significant unobservable inputs (including each Fund’s own assumptions in determining the fair value of investments)
When market quotations are not readily available or when events occur that make established valuation methods unreliable, securities of the Fund may be valued in good faith by or under the direction of the Adviser as assigned by the Board of Trustees. Factors which may be considered when determining the value of a security include (a) the fundamental data relating to the investment; (b) an evaluation of the forces which influence the market in which the security is sold, including the liquidity and depth of the market; (c) the market value at date of purchase; (d) information as to any transactions or offers with respect to the security or comparable securities; and (e) any other relevant matters.
| FAM FUNDS — Notes to Financial Statements |
The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
The following is a summary of each Fund’s investments and the inputs used to value the investments as of June 30, 2024:
| FAM Value Fund | | | | | | | | | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Common Stocks | | $ | 1,608,432,535 | | | $ | — | | | $ | — | | | $ | 1,608,432,535 | |
| Money Market Funds | | | 53,546,030 | | | | — | | | | — | | | | 53,546,030 | |
| Total | | $ | 1,661,978,565 | | | $ | — | | | $ | — | | | $ | 1,661,978,565 | |
| | | | | | | | | | | | | | | | | |
| FAM Dividend Focus Fund | | | | | | | | | | | | | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Common Stocks | | $ | 721,998,067 | | | $ | — | | | $ | — | | | $ | 721,998,067 | |
| Money Market Funds | | | 29,411,048 | | | | — | | | | — | | | | 29,411,048 | |
| Total | | $ | 751,409,115 | | | $ | — | | | $ | — | | | $ | 751,409,115 | |
| | | | | | | | | | | | | | | | | |
| FAM Small Cap Fund | | | | | | | | | | | | | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Common Stocks | | $ | 349,885,116 | | | $ | — | | | $ | — | | | $ | 349,885,116 | |
| Money Market Funds | | | 20,981,651 | | | | — | | | | — | | | | 20,981,651 | |
| Total | | $ | 370,866,767 | | | $ | — | | | $ | — | | | $ | 370,866,767 | |
The Funds did not hold any derivative instruments or any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the six months ended June 30, 2024.
Refer to each Fund’s Schedule of Investments to view securities segregated by industry type.
| b) | Investment Transactions |
Investment transactions are recorded on trade date. Realized gains and losses on investments sold are determined on the basis of identified cost.
Interest income, if any, is accrued as earned, and dividend income is recorded on the ex-dividend date. Withholding taxes on foreign dividends, if any, have been recorded in accordance with the Trust’s understanding of the applicable country’s tax rules and tax rates. Non-cash dividends, if any, are included in dividend income on the ex-dividend date at the fair market value of the shares received. The Funds record distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available, and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Funds adjust the estimated amounts of the components of distributions (and consequently its net investment income) as an increase to unrealized appreciation (depreciation) and realized gain (loss) on investments as necessary once the issuers provide information about the character of the distributions.
| FAM FUNDS — Notes to Financial Statements |
The NAV per share of each Class of shares of each Fund is calculated daily by dividing the total value of a Fund’s assets attributable to that Class, less liabilities attributable to that Class, by the number of shares of that Class outstanding.
| e) | Distributions to Shareholders |
Dividends from net investment income are declared and paid quarterly by the FAM Dividend Focus Fund, if applicable. Dividends from net investment income, if any, are declared and paid on an annual basis by each of the FAM Value Fund and FAM Small Cap Fund. Dividends are declared separately for each share class. No share class has preferential dividend rights; differences in per share rates are due to differences in the expenses of each share class.
Net realized capital gains, if any, are distributed at least annually for each of the Funds. Distributions from net investment income and from net realized capital gains are determined in accordance with U.S. income tax regulations, which may differ from GAAP. Permanent book and tax basis differences, if any, are reclassified among the components of net assets. Dividends and distributions to shareholders are recorded on the ex-dividend date.
It is each 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 or excise tax is required.
GAAP requires uncertain tax positions to be recognized, measured, presented, and disclosed in the financial statements. For the six months ended June 30, 2024, management has evaluated the tax positions taken or expected to be taken in the course of preparing each Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained upon review by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax expense in the current year. Based on its evaluation, management has determined that no liability for unrecognized tax expense is required. The current and all open tax years (generally, three years) remain subject to examination by U.S. and New York taxing authorities. No examination of the Funds’ tax filings is presently in progress.
Expenses of the Trust not attributable solely to one of the Funds are allocated among the Funds based on relative net assets of each Fund or the nature of the expense and the relative applicability to each Fund.
| h) | Allocation between Classes |
Investment income earned, realized capital gains and losses, and unrealized appreciation and depreciation are allocated daily to each Class of a Fund based upon its proportionate share of total net assets of that Fund. Class-specific expenses are charged directly to the Class incurring the expense. Common expenses which are not attributable to a specific Class are allocated daily to each Class of shares of a Fund based upon its proportionate share of total net assets of that Fund.
The preparation of financial statements in conformity with GAAP 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.
Note 2. Investment Advisory Fees and Other Transactions with Affiliates
Investment Advisory Agreement
Under an Investment Advisory Agreement, each Fund pays an investment advisory fee to the Advisor equal, on an annual basis, to 0.90% of its average daily net assets. In addition, under a Business Management Agreement, each Fund pays a business management fee to the Advisor equal, on an annual basis, to 0.03%
| FAM FUNDS — Notes to Financial Statements |
of its average daily net assets. During the six months ended June 30, 2024, the Adviser earned $7,463,668, $3,258,778, and $1,660,258 of fees under the Investment Advisory Agreement for FAM Value Fund, FAM Dividend Focus Fund and FAM Small Cap Fund, respectively and earned $249,141, $108,863, and $55,477 of fees under the Business Management Agreement for FAM Value Fund, FAM Dividend Focus Fund and FAM Small Cap Fund, respectively.
Expense Limitation Agreement
Pursuant to an Expense Limitation Agreement (the “ELA”) entered into between the Advisor and the Trust, on behalf of each Fund, the Advisor has contractually agreed, until May 1, 2025, to reduce its fees and/or reimburse certain expenses (excluding interest, taxes, brokerage costs, Acquired Fund Fees and Expenses, dividend expense, litigation, indemnification or extraordinary expenses) to the extent necessary to maintain annual operating expenses of each class of shares of each of the Funds as follows: for the Investor Shares: 1.18% for FAM Value Fund, 1.26% for FAM Dividend Focus Fund and 1.42% for FAM Small Cap Fund; and for the Institutional Shares: 0.99% for FAM Value Fund, 1.10% for FAM Dividend Focus Fund and 1.20% for FAM Small Cap Fund.
During the six months ended June 30, 2024, pursuant to the terms of the ELA, the Advisor reduced its fees for FAM Value Fund in the amount of $30,859. The FAM Dividend Focus Fund and the FAM Small Cap Fund did not have any advisory fee reductions during the six months ended June 30, 2024.
The Advisor may be reimbursed by the Funds for any fees waived pursuant to the ELA if such payment is made within three years of the fee waiver and does not cause the total annual Fund operating expenses after fee waiver (excluding interest, taxes, brokerage costs, Acquired Fund Fees and Expenses, dividend expense, litigation, indemnification or extraordinary expenses) of the Funds to exceed the lesser of (i) the then-current expense limit and (ii) the expense limit in place at the time the waiver. The FAM Dividend Focused Fund and FAM Small Cap Fund do not have fees that the Advisor may recoup. As of June 30, 2024, the amounts of previously reduced fees that the Advisor may recoup from the FAM Value Fund are shown below, along with the expiration dates of such recoupments:
| | | 2024 | | | 2025 | | | 2026 | | | 2027 | | | Total | |
| FAM Value Fund | | $ | 59,466 | | | $ | 64,452 | | | $ | 55,278 | | | $ | 30,859 | | | $ | 210,055 | |
During the six months ended June 30, 2024, FAM Value Fund recouped $0 of prior years’ investment advisory fee reductions.
Shareholder Administration Services
The Funds have adopted Shareholder Administrative Services Plans (the “Plans”) for each class of shares pursuant to which each Fund may pay shareholder administrative servicing fees to the Advisor and to financial intermediaries for providing, or arranging for the provision of, certain types of shareholder administrative services to shareholders of each respective class of shares that are serviced by the Advisor, affiliates of the Advisor or the financial intermediary. Pursuant to the Shareholder Administrative Services Plan for Investor Shares, the Investor Shares of each Fund may pay shareholder administrative servicing fees of up to 0.25% per annum of the average daily net assets allocable to Investor Shares of each respective Fund; and pursuant to the Shareholder Administrative Services Plan for Institutional Shares, the Institutional Shares of each Fund may pay shareholder administrative servicing fees of up to 0.15% per annum of the average daily net assets allocable to Institutional Shares of each respective Fund.
For the six months ended June 30, 2024, shareholder administrative servicing fees incurred pursuant to the Plans were as follows:
| FAM Value Fund | | $ | 370,129 | |
| FAM Dividend Focus Fund | | $ | 351,262 | |
| FAM Small Cap Fund | | $ | 131,863 | |
| FAM FUNDS — Notes to Financial Statements |
Shareholder Account Services
Pursuant to the terms of the Shareholder Account Services Agreement between the Funds and the Advisor, for the purpose of providing or procuring shareholder account services, with respect to the Investor Shares of the Funds, the Advisor receives a fee at the annual rate of 0.11% of the average daily net assets allocable to the Investor Shares of each Fund, and, pursuant to the terms of the Shareholder Account Services Agreement between the Funds and the Advisor with respect to the Institutional Shares of the Funds, the Advisor receives a fee at the annual rate of 0.03% of the average daily net assets allocable to the Institutional Shares of each Fund. For the six months ended June 30, 2024, shareholder account servicing fees incurred by the Funds to the Advisor were as follows:
| FAM Value Fund | | $ | 698,667 | |
| FAM Dividend Focus Fund | | $ | 196,004 | |
| FAM Small Cap Fund | | $ | 80,443 | |
Fund Accounting
The Advisor serves as the fund accounting agent and receives a fee at the annual rate of 0.07% of average daily net assets of each Fund’s Investor Shares and daily net assets of each Fund’s Institutional Shares. For the six months ended June 30, 2024, the Funds’ fund accounting fees incurred to the Advisor amounted to:
| FAM Value Fund | | $ | 581,329 | |
| FAM Dividend Focus Fund | | $ | 254,013 | |
| FAM Small Cap Fund | | $ | 129,445 | |
Distribution Agreement
Fenimore Securities, Inc. (“FSI”), a company also under common control with the Advisor, acts as distributor of the Funds’ shares. FSI receives no compensation for providing distribution services from the Funds.
Compliance
Ultimus Fund Solutions, LLC (“Ultimus”) provides the Chief Compliance Officer to the Funds, as well as certain additional compliance support functions. The Funds pay Ultimus fees in accordance with the agreement for such services. During the six months ended June 30, 2024, the fee paid by each Fund for such services was $11,250.
Other
The Advisor has entered into a Master Services Agreement with Ultimus, pursuant to which Ultimus provides day-to-day operational services to each Fund including, but not limited to, accounting, administrative, co-transfer agency services and recordkeeping services. The fees payable to Ultimus are paid by the Advisor (not the Funds).
A Trustee and certain officers of the Trust are also officers or employees of the Advisor, FSI, or Ultimus, as applicable and are not compensated by the Funds for servicing in such capacities.
Note 3. Shares of Beneficial Interest
At June 30, 2024, an unlimited number of shares of beneficial interest ($0.001 par value) of each Fund were authorized.
| FAM FUNDS — Notes to Financial Statements |
Transactions for each Fund are as follows:
| | | Six Months Ended | | | Year Ended | |
| | | June 30, 2024 | | | December 31, 2023 | |
| FAM Value Fund | | | | | | | | | | | | |
| | Shares | | | Amount | | | Shares | | | Amount | |
| Investor Shares | | | | | | | | | | | | |
| Shares Sold | | | 241,471 | | | | 23,228,229 | | | | 432,620 | | | | 37,564,247 | |
| Shares Issued on reinvestment of distributions | | | — | | | | — | | | | 770,592 | | | | 70,416,766 | |
| Shares redeemed | | | (563,624 | ) | | | (54,310,083 | ) | | | (1,124,975 | ) | | | (98,300,691 | ) |
| Investor Share Transactions | | | (322,153 | ) | | | (31,081,854 | ) | | | 78,237 | | | | 9,680,322 | |
| Institutional Shares | | | | | | | | | | | | | | | | |
| Shares Sold | | | 10,835 | | | | 1,008,237 | | | | 83,235 | | | | 7,421,490 | |
| Shares Issued on reinvestment of distributions | | | — | | | | — | | | | 18,500 | | | | 1,702,362 | |
| Shares redeemed | | | (39,409 | ) | | | (3,834,170 | ) | | | (101,189 | ) | | | (8,817,774 | ) |
| Investor Share Transactions | | | (28,574 | ) | | | (2,825,933 | ) | | | 546 | | | | 306,078 | |
| Net increase (decrease) from capital transactions | | | (350,727 | ) | | $ | (33,907,787 | ) | | | 78,783 | | | $ | 9,986,400 | |
| | | | | | | | | | | | | | | | | |
| | | Six Months Ended | | | Year Ended | |
| | | June 30, 2024 | | | December 31, 2023 | |
| FAM Dividend Focus Fund | | | | | | | | | | | | | | | | |
| | | | Shares | | | | Amount | | | | Shares | | | | Amount | |
| Investor Shares | | | | | | | | | | | | | | | | |
| Shares Sold | | | 1,259,652 | | | | 70,847,026 | | | | 1,744,909 | | | | 84,828,046 | |
| Shares Issued on reinvestment of distributions | | | 8,209 | | | | 475,218 | | | | 81,044 | | | | 4,174,790 | |
| Shares redeemed | | | (787,718 | ) | | | (44,446,621 | ) | | | (1,644,867 | ) | | | (78,592,108 | ) |
| Net increase from capital transactions | | | 480,143 | | | | 26,875,623 | | | | 181,086 | | | | 10,410,728 | |
| FAM FUNDS — Notes to Financial Statements |
| | | Six Months Ended | | | Year Ended | |
| | | June 30, 2024 | | | December 31, 2023 | |
| FAM Small Cap Fund | | | | | | | | | | | | | | | | |
| | | | Shares | | | | Amount | | | | Shares | | | | Amount | |
| Investor Shares | | | | | | | | | | | | | | | | |
| Shares Sold | | | 620,000 | | | | 15,292,472 | | | | 1,147,124 | | | | 26,949,283 | |
| Shares Issued on reinvestment of distributions | | | — | | | | — | | | | 527,574 | | | | 13,073,269 | |
| Shares redeemed | | | (465,317 | ) | | | (11,538,395 | ) | | | (1,255,539 | ) | | | (29,863,005 | ) |
| Investor Share Transactions | | | 154,683 | | | | 3,754,077 | | | | 419,159 | | | | 10,159,547 | |
| Institutional Shares | | | | | | | | | | | | | | | | |
| Shares Sold | | | 503,336 | | | | 12,518,223 | | | | 1,231,874 | | | | 29,567,371 | |
| Shares Issued on reinvestment of distributions | | | — | | | | — | | | | 301,092 | | | | 7,542,364 | |
| Shares redeemed | | | (342,786 | ) | | | (8,534,048 | ) | | | (394,524 | ) | | | (9,590,314 | ) |
| Investor Share Transactions | | | 160,550 | | | | 3,984,175 | | | | 1,138,442 | | | | 27,519,421 | |
| Net increase from capital transactions | | | 315,233 | | | $ | 7,738,252 | | | | 1,557,601 | | | $ | 37,678,968 | |
Note 4. Investment Transactions
During the six months ended June 30, 2024, purchases and sales of investment securities, other than short-term obligations, were:
| | | Purchases | | | Sales | |
| FAM Value Fund | | $ | 34,507,687 | | | $ | 62,758,886 | |
| FAM Dividend Focus Fund | | $ | 43,543,255 | | | $ | 26,742,094 | |
| FAM Small Cap Fund | | $ | 28,904,628 | | | $ | 19,798,551 | |
Note 5. Income Taxes and Distributions to Shareholders
The tax composition of dividends and distributions paid to shareholders during the periods ended June 30, 2024 and December 31, 2023 was:
| | | | | | | | | FAM Dividend | | | | | | | |
| | | FAM Value Fund | | | Focus Fund | | | FAM Small Cap Fund | |
| | | 2024 | | | 2023 | | | 2024 | | | 2023 | | | 2024 | | | 2023 | |
| Distributions paid from: | | | | | | | | | | | | | | | | | | | | | | | | |
| Ordinary income | | $ | — | | | $ | 2,371,177 | | | $ | 508,754 | | | $ | 2,470,650 | | | $ | — | | | $ | — | |
| Long-term capital gains | | | — | | | | 74,583,206 | | | | — | | | | 1,985,645 | | | | — | | | | 22,152,163 | |
| Total Distributions | | $ | — | | | $ | 76,954,383 | | | $ | 508,754 | | | $ | 4,456,295 | | | $ | — | | | $ | 22,152,163 | |
| FAM FUNDS — Notes to Financial Statements |
The following information is computed on a tax basis for each item as of June 30, 2024:
| | | | | | FAM Dividend | | | FAM Small | |
| | | FAM Value Fund | | | Focus Fund | | | Cap Fund | |
| Tax cost of investments | | $ | 568,587,643 | | | $ | 371,593,185 | | | $ | 260,476,587 | |
| Gross unrealized appreciation | | $ | 1,101,252,827 | | | $ | 382,621,085 | | | $ | 121,900,323 | |
| Gross unrealized depreciation | | | (7,861,905 | ) | | | (2,805,155 | ) | | | (11,510,143 | ) |
| Net unrealized appreciation | | | 1,093,390,922 | | | | 379,815,930 | | | | 110,390,180 | |
| Accumulated ordinary income (loss) | | | (615,515 | ) | | | 2,093 | | | | (76,181 | ) |
| Undistributed long-term capital gains | | | — | | | | — | | | | 742 | |
| Other gains | | | 26,948,464 | | | | 12,083,613 | | | | 10,025,040 | |
| Accumulated earnings | | $ | 1,119,723,871 | | | $ | 391,901,636 | | | $ | 120,339,781 | |
The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expenses on the Statement of Operations. During the six months ended June 30, 2024, the Funds did not incur any interest or penalties.
Note 6. Line of Credit
FAM Value Fund, FAM Dividend Focus Fund and FAM Small Cap Fund have a line of credit up to the lesser of 33 1/3% of their unencumbered net assets, with a maximum of $200,000,000. Collectively, the three funds cannot exceed the $200,000,000.
Borrowings under the agreement bear interest at the prime rate as announced by the lending bank. The line of credit is still available through November 19, 2024, when any advances are to be repaid. During the six months ended June 30, 2024, no amounts were drawn from the available lines.
Note 7. Commitments and Contingencies
In the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that might be made against the Funds that have not yet occurred. However, based on experience, the Trust expects the risk of loss to be remote.
Note 8. Subsequent Events
Management has evaluated subsequent events through the date these financial statements were available to be issued and has determined that there were no subsequent events requiring recognition or disclosure in these financial statements.
| FAM FUNDS — Notes to Financial Statements |
Note 9. Financial Highlights
FAM Value Fund
(Investor Shares)
| | | Six Months | | | | | | | | | | | | | | | | |
| | | Ended | | | | | | | | | | | | | | | | |
| Per share information | | June 30, | | | | | | | | | | | | | | | | |
| (For a share outstanding | | 2024 | | | Years Ended December 31, | |
| throughout each period) | | (Unaudited) | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | |
| Net asset value, beginning of period | | $ | 91.22 | | | $ | 82.51 | | | $ | 99.58 | | | $ | 83.23 | | | $ | 80.83 | | | $ | 66.24 | |
| Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income (loss)(a) | | | (0.04 | ) | | | 0.13 | | | | 0.14 | | | | 0.02 | | | | (0.06 | ) | | | (0.02 | ) |
| Net realized and unrealized gains (losses) on investments | | | 5.31 | | | | 13.15 | | | | (14.18 | ) | | | 21.30 | | | | 5.53 | | | | 20.11 | |
| Total from investment operations | | | 5.27 | | | | 13.28 | | | | (14.04 | ) | | | 21.32 | | | | 5.47 | | | | 20.09 | |
| Less distributions from: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income | | | — | | | | (0.14 | ) | | | (0.15 | ) | | | (0.02 | ) | | | — | | | | — | |
| Net realized gains | | | — | | | | (4.43 | ) | | | (2.88 | ) | | | (4.95 | ) | | | (3.07 | ) | | | (5.50 | ) |
| Return of Capital | | | — | | | | — | | | | — | | | | (0.00 | ) (b) | | | — | | | | — | |
| Total distributions | | | — | | | | (4.57 | ) | | | (3.03 | ) | | | (4.97 | ) | | | (3.07 | ) | | | (5.50 | ) |
| Change in net asset value for the period | | $ | 5.27 | | | $ | 8.71 | | | $ | (17.07 | ) | | $ | 16.35 | | | $ | 2.40 | | | $ | 14.59 | |
| Net asset value, end of period | | $ | 96.49 | | | $ | 91.22 | | | $ | 82.51 | | | $ | 99.58 | | | $ | 83.23 | | | $ | 80.83 | |
| Total return(c) | | | 5.78 | % (d) | | | 16.09 | % | | | (14.12 | %) | | | 25.63 | % | | | 6.82 | % | | | 30.32 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Ratios/supplementary data | | | | | | | | | | | | | | | | | | | | | | | | |
| Net assets, end of period (000) | | $ | 1,620,684 | | | $ | 1,561,631 | | | $ | 1,406,047 | | | $ | 1,681,118 | | | $ | 1,385,432 | | | $ | 1,377,473 | |
| Ratios to average net assets of: | | | | | | | | | | | | | | | | | | | | | | | | |
| Expenses, total | | | 1.17 | % (e) | | | 1.17 | % | | | 1.18 | % | | | 1.18 | % | | | 1.19 | % | | | 1.19 | % |
| Expenses, net (includes fees reduced/recouped by Advisor) | | | 1.17 | % (e) | | | 1.18 | % | | | 1.18 | % | | | 1.18 | % | | | 1.18 | % | | | 1.18 | % |
| Net investment income (loss) | | | (0.08 | )% (e) | | | 0.15 | % | | | 0.17 | % | | | 0.02 | % | | | (0.08 | %) | | | (0.03 | %) |
| Portfolio turnover rate | | | 2 | % (d) | | | 10 | % | | | 9 | % | | | 6 | % | | | 14 | % | | | 7 | % |
| (a) | Based on average shares outstanding. |
| (b) | Amount rounds to less than $0.01 per share. |
| (c) | Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower/higher if the Advisor had not reduced and/or recouped advisory fees (Note 2). |
| FAM FUNDS — Notes to Financial Statements |
Note 9. Financial Highlights
FAM Value Fund
(Institutional Shares)
| | | Six Months | | | | | | | | | | | | | | | | |
| | | Ended | | | | | | | | | | | | | | | | |
| Per share information | | June 30, | | | | | | | | | | | | | | | | |
| (For a share outstanding | | 2024 | | | Years Ended December 31, | |
| throughout each period) | | (Unaudited) | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | |
| Net asset value, beginning of period | | $ | 91.86 | | | $ | 83.04 | | | $ | 100.20 | | | $ | 83.71 | | | $ | 81.12 | | | $ | 66.34 | |
| Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income(a) | | | 0.05 | | | | 0.30 | | | | 0.30 | | | | 0.20 | | | | 0.09 | | | | 0.13 | |
| Net realized and unrealized gains (losses) on investments | | | 5.34 | | | | 13.25 | | | | (14.27 | ) | | | 21.44 | | | | 5.57 | | | | 20.15 | |
| Total from investment operations | | | 5.39 | | | | 13.55 | | | | (13.97 | ) | | | 21.64 | | | | 5.66 | | | | 20.28 | |
| Less distributions from: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income | | | — | | | | (0.30 | ) | | | (0.31 | ) | | | (0.16 | ) | | | — | | | | — | |
| Net realized gains | | | — | | | | (4.43 | ) | | | (2.88 | ) | | | (4.95 | ) | | | (3.07 | ) | | | (5.50 | ) |
| Return of Capital | | | — | | | | — | | | | — | | | | (0.04 | ) | | | — | | | | — | |
| Total distributions | | | — | | | | (4.73 | ) | | | (3.19 | ) | | | (5.15 | ) | | | (3.07 | ) | | | (5.50 | ) |
| Change in net asset value for the period | | $ | 5.39 | | | $ | 8.82 | | | $ | (17.16 | ) | | $ | 16.49 | | | $ | 2.59 | | | $ | 14.78 | |
| Net asset value, end of period | | $ | 97.25 | | | $ | 91.86 | | | $ | 83.04 | | | $ | 100.20 | | | $ | 83.71 | | | $ | 81.12 | |
| Total return(b) | | | 5.87 | % (c) | | | 16.32 | % | | | (13.96 | %) | | | 25.86 | % | | | 7.03 | % | | | 30.57 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Ratios/supplementary data | | | | | | | | | | | | | | | | | | | | | | | | |
| Net assets, end of period (000) | | $ | 39,770 | | | $ | 40,190 | | | $ | 36,287 | | | $ | 52,941 | | | $ | 42,444 | | | $ | 32,922 | |
| Ratios to average net assets of: | | | | | | | | | | | | | | | | | | | | | | | | |
| Expenses, total | | | 1.14 | % (d) | | | 1.14 | % | | | 1.14 | % | | | 1.11 | % | | | 1.11 | % | | | 1.11 | % |
| Expenses, net (includes fees reduced by Advisor) | | | 0.99 | % (d) | | | 0.99 | % | | | 0.99 | % | | | 0.99 | % | | | 0.99 | % | | | 0.99 | % |
| Net investment income | | | 0.10 | % (d) | | | 0.34 | % | | | 0.34 | % | | | 0.21 | % | | | 0.12 | % | | | 0.16 | % |
| Portfolio turnover rate | | | 2 | % (c) | | | 10 | % | | | 9 | % | | | 6 | % | | | 14 | % | | | 7 | % |
| (a) | Based on average shares outstanding. |
| (b) | Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. The total returns would be lower if the Advisor had not reduced advisory fees (Note 2). |
| FAM FUNDS — Notes to Financial Statements |
Note 9. Financial Highlights
FAM Dividend Focus Fund
(Investor Shares)
| | | Six Months | | | | | | | | | | | | | | | | |
| | | Ended | | | | | | | | | | | | | | | | |
| Per share information | | June 30, | | | | | | | | | | | | | | | | |
| (For a share outstanding | | 2024 | | | Years Ended December 31, | |
| throughout each period) | | (Unaudited) | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | |
| Net asset value, beginning of period | | $ | 53.29 | | | $ | 44.83 | | | $ | 52.48 | | | $ | 42.35 | | | $ | 38.26 | | | $ | 29.73 | |
| Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income(a) | | | 0.04 | | | | 0.20 | | | | 0.08 | | | | 0.01 | | | | 0.11 | | | | 0.22 | |
| Net realized and unrealized gains (losses) on investments | | | 3.91 | | | | 8.62 | | | | (7.12 | ) | | | 10.82 | | | | 4.90 | | | | 9.45 | |
| Total from investment operations | | | 3.95 | | | | 8.82 | | | | (7.04 | ) | | | 10.83 | | | | 5.01 | | | | 9.67 | |
| Less distributions from: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income | | | (0.04 | ) | | | (0.20 | ) | | | (0.09 | ) | | | — | | | | (0.11 | ) | | | (0.21 | ) |
| Net realized gains | | | — | | | | (0.16 | ) | | | (0.52 | ) | | | (0.70 | ) | | | (0.80 | ) | | | (0.93 | ) |
| Return of Capital | | | — | | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | |
| Total distributions | | | (0.04 | ) | | | (0.36 | ) | | | (0.61 | ) | | | (0.70 | ) | | | (0.92 | ) | | | (1.14 | ) |
| Change in net asset value for the period | | $ | 3.91 | | | $ | 8.46 | | | $ | (7.65 | ) | | $ | 10.13 | | | $ | 4.09 | | | $ | 8.53 | |
| Net asset value, end of period | | $ | 57.20 | | | $ | 53.29 | | | $ | 44.83 | | | $ | 52.48 | | | $ | 42.35 | | | $ | 38.26 | |
| Total return(b) | | | 7.41 | % (c) | | | 19.70 | % | | | (13.42 | %) | | | 25.57 | % | | | 13.20 | % | | | 32.56 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Ratios/supplementary data | | | | | | | | | | | | | | | | | | | | | | | | |
| Net assets, end of period (000) | | $ | 751,253 | | | $ | 674,342 | | | $ | 559,126 | | | $ | 664,225 | | | $ | 509,666 | | | $ | 454,617 | |
| Ratios to average net assets of: | | | | | | | | | | | | | | | | | | | | | | | | |
| Expenses, total | | | 1.21 | % (d) | | | 1.21 | % | | | 1.22 | % | | | 1.22 | % | | | 1.24 | % | | | 1.24 | % |
| Net investment income | | | 0.14 | % (d) | | | 0.41 | % | | | 0.17 | % | | | 0.02 | % | | | 0.31 | % | | | 0.61 | % |
| Portfolio turnover rate | | | 4 | % (c) | | | 10 | % | | | 4 | % | | | 4 | % | | | 25 | % | | | 10 | % |
| (a) | Based on average shares outstanding. |
| (b) | Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. |
| FAM FUNDS — Notes to Financial Statements |
Note 9. Financial Highlights
FAM Small Cap Fund
(Investor Shares)
| | | Six Months | | | | | | | | | | | | | | | | |
| | | Ended | | | | | | | | | | | | | | | | |
| Per share information | | June 30, | | | | | | | | | | | | | | | | |
| (For a share outstanding | | 2024 | | | Years Ended December 31, | |
| throughout each period) | | (Unaudited) | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | |
| Net asset value, beginning of period | | $ | 24.60 | | | $ | 21.79 | | | $ | 24.97 | | | $ | 20.83 | | | $ | 18.92 | | | $ | 14.98 | |
| Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment loss(a) | | | (0.01 | ) | | | (0.04 | ) | | | (0.12 | ) | | | (0.13 | ) | | | (0.09 | ) | | | (0.09 | ) |
| Net realized and unrealized gains (losses) on investments | | | 0.00 | (b) | | | 4.43 | | | | (2.98 | ) | | | 5.90 | | | | 2.00 | | | | 4.12 | |
| Total from investment operations | | | (0.01 | ) | | | 4.39 | | | | (3.10 | ) | | | 5.77 | | | | 1.91 | | | | 4.03 | |
| Less distributions from: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net realized gains | | | — | | | | (1.58 | ) | | | (0.08 | ) | | | (1.63 | ) | | | — | | | | (0.09 | ) |
| Change in net asset value for the period | | $ | (0.01 | ) | | $ | 2.81 | | | $ | (3.18 | ) | | $ | 4.14 | | | $ | 1.91 | | | $ | 3.94 | |
| Net asset value, end of period | | $ | 24.59 | | | $ | 24.60 | | | $ | 21.79 | | | $ | 24.97 | | | $ | 20.83 | | | $ | 18.92 | |
| Total return(c) | | | (0.04 | %) (d) | | | 20.11 | % | | | (12.42 | %) | | | 27.72 | % | | | 10.10 | % | | | 26.89 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Ratios/supplementary data | | | | | | | | | | | | | | | | | | | | | | | | |
| Net assets, end of period (000) | | $ | 224,327 | | | $ | 220,594 | | | $ | 186,264 | | | $ | 213,588 | | | $ | 165,727 | | | $ | 139,788 | |
| Ratios to average net assets of: | | | | | | | | | | | | | | | | | | | | | | | | |
| Expenses, total | | | 1.24 | % (e) | | | 1.24 | % | | | 1.25 | % | | | 1.26 | % | | | 1.28 | % | | | 1.28 | % |
| Net investment loss | | | (0.08 | %) (e) | | | (0.17 | %) | | | (0.52 | %) | | | (0.54 | %) | | | (0.55 | %) | | | (0.54 | %) |
| Portfolio turnover rate | | | 6 | % (d) | | | 16 | % | | | 15 | % | | | 23 | % | | | 16 | % | | | 15 | % |
| (a) | Based on average shares outstanding. |
| (b) | Amount rounds to less than $0.01 per share. |
| (c) | Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. |
| FAM FUNDS — Notes to Financial Statements |
Note 9. Financial Highlights
FAM Small Cap Fund
(Institutional Shares)
| | | Six Months | | | | | | | | | | | | | | | | |
| | | Ended | | | | | | | | | | | | | | | | |
| Per share information | | June 30, | | | | | | | | | | | | | | | | |
| (For a share outstanding | | 2024 | | | Years Ended December 31, | |
| throughout each period) | | (Unaudited) | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | |
| Net asset value, beginning of period | | $ | 24.86 | | | $ | 21.99 | | | $ | 25.17 | | | $ | 20.97 | | | $ | 19.02 | | | $ | 15.04 | |
| Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net investment income (loss)(a) | | | 0.00 | (b) | | | (0.02 | ) | | | (0.09 | ) | | | (0.11 | ) | | | (0.08 | ) | | | (0.08 | ) |
| Net realized and unrealized gains (losses) on investments | | | 0.01 | | | | 4.47 | | | | (3.01 | ) | | | 5.94 | | | | 2.03 | | | | 4.15 | |
| Total from investment operations | | | 0.01 | | | | 4.45 | | | | (3.10 | ) | | | 5.83 | | | | 1.95 | | | | 4.07 | |
| Less distributions from: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net realized gains | | | — | | | | (1.58 | ) | | | (0.08 | ) | | | (1.63 | ) | | | — | | | | (0.09 | ) |
| Change in net asset value for the period | | $ | 0.01 | | | $ | 2.87 | | | $ | (3.18 | ) | | $ | 4.20 | | | $ | 1.95 | | | $ | 3.98 | |
| Net asset value, end of period | | $ | 24.87 | | | $ | 24.86 | | | $ | 21.99 | | | $ | 25.17 | | | $ | 20.97 | | | $ | 19.02 | |
| Total return(c) | | | 0.04 | % (d) | | | 20.20 | % | | | (12.32 | %) | | | 27.82 | % | | | 10.25 | % | | | 27.05 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Ratios/supplementary data | | | | | | | | | | | | | | | | | | | | | | | | |
| Net assets, end of period (000) | | $ | 146,278 | | | $ | 142,267 | | | $ | 100,778 | | | $ | 104,413 | | | $ | 77,023 | | | $ | 61,170 | |
| Ratios to average net assets of: | | | | | | | | | | | | | | | | | | | | | | | | |
| Expenses, total | | | 1.15 | % (e) | | | 1.14 | % | | | 1.15 | % | | | 1.15 | % | | | 1.18 | % | | | 1.19 | % |
| Net investment income (loss) | | | 0.01 | % (e) | | | (0.08 | %) | | | (0.42 | %) | | | (0.43 | %) | | | (0.44 | %) | | | (0.45 | %) |
| Portfolio turnover rate | | | 6 | % (d) | | | 16 | % | | | 15 | % | | | 23 | % | | | 16 | % | | | 15 | % |
| (a) | Based on average shares outstanding. |
| (b) | Amount rounds to less than $0.01 per share. |
| (c) | Total return is a measure of the change in value of an investment in the Fund over the periods covered. The returns shown do not reflect the deduction of taxes a shareholder would pay on Fund distributions, if any, or the redemption of Fund shares. |
| FAM FUNDS — Supplemental Information (Unaudited) |
Statement Regarding Availability of Proxy Voting Policies and Procedures.
Please note that a description of the policies and procedures the Funds use to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling FAM Funds at 1-800-932-3271; (ii) and on the U.S. Securities and Exchange Commission’s website at www.sec.gov.
Statement Regarding Availability of Proxy Voting Record.
Please note that information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling FAM Funds at 1-800-932-3271; or on the FAM Funds’ Website at fenimoreasset.com (ii) and on the U.S. Securities and Exchange Commission’s website at www.sec.gov.
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Investment Advisor
Fenimore Asset Management, Inc.
Cobleskill, NY
Custodian
U.S. Bank, N.A.
Cincinnati, OH
Independent Registered
Public Accounting Firm
Cohen & Company, Ltd.
Philadelphia, PA
Trustees
Yolanda P. Caldwell
Denise V. Gonick
Paul A. Keller, CPA, Independent Chairman
Kevin J. McCoy, CPA
Justine Phoenix
Anne Putnam
Kenneth R. Stoll
Legal Counsel
Dechert LLP
Washington, DC
Shareholder Servicing Agent
Fenimore Asset Management, Inc.
Cobleskill, NY
Co-Transfer Agent
Ultimus Fund Solutions, LLC
Cincinnati, OH
Distributor
Fenimore Securities, Inc.
Cobleskill, NY
384 North Grand Street
PO Box 399
Cobleskill, New York
12043-0399
(800) 932-3271
www.famfunds.com
(b) Included in (a)
| Item 8. | Changes in and Disagreements with Accountants for Open-End Management Investment Companies. |
Not applicable
| Item 9. | Proxy Disclosures for Open-End Management Investment Companies. |
Not applicable [filed under item 7]
| Item 10. | Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies. |
Included under Item 7
| Item 11. | Statement Regarding Basis for Approval of Investment Advisory Contract. |
Not applicable [included under Item 7 if applicable]
| Item 12. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable
| Item 13. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable
| Item 14. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable
| Item 15. | Submission of Matters to a Vote of Security Holders. |
The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
| Item 16. | Controls and Procedures. |
(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
| Item 17. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
Not applicable
| Item 18. | Recovery of Erroneously Awarded Compensation. |
(a) Not applicable
(b) Not applicable
File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not required
(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto
(1) Not applicable
(2) Change in the registrant’s independent public accountant: Not applicable
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) | Fenimore Asset Management Trust |
| By (Signature and Title)* | /s/ Thomas O. Putnam |
Thomas O. Putnam, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title)* | /s/ Thomas O. Putnam |
Thomas O. Putnam, President and Chief Executive Officer
| By (Signature and Title)* | /s/ Michael F. Balboa |
Michael F. Balboa, Treasurer and Chief Financial Officer
| * | Print the name and title of each signing officer under his or her signature. |
