Subject: File No. S7-23-99 Author: at Internet Date: 12/04/1999 11:40 AM Fred "Chico" Lager 8475 Williston Road Williston, VT 05495 (802) 878-8018 FAX (802) 872-8147 chicolager@aol.com ____________________ November 26, 1999 Jonathan G. Katz, Secretary Securities and Exchange Commission 450 5th Street, N.W. Washington, DC 20549-0609 Re: File No. S7-23-99 Dear Mr. Katz, I am an independent trustee of Fenimore Asset Mangement Trust, a small mutual fund complex in Cobleskill, New York. The Trust consists of two mutual funds, with approximately $380M in assets under management. I am writing on behalf of all of the independent trustees to comment on the proposed rule changes recently announced by the SEC intended to enhance the effectiveness and independence of fund directors. As background, you should know that our fund group is a member of the ICI and we have followed the developments in fund governance over the past two years very closely. After significant discussion and review we have adopted most of the ICI "Best Practices." The decisions not to adopt a few of the practices at this time were made in what we think are the best interests of our shareholders, given our specific circumstances. We are most concerned with two of the SEC proposals. The first is the proposed definition of independent counsel. Our fund, the independent trustees, and the advisor all share the same counsel. We have full knowledge of the scope of counsel's representation of the advisor and understand the potential for conflict this arrangement creates, but feel it is appropriate for a fund group of our size. Having separate counsel would, in our opinion, needlessly increase expenses for our shareholders. What we feel is most important is that we have access to counsel with adequate knowledge of the Act, which our counsel clearly provides us with. It is also understood that the independent trustees are free at any time to consult with separate counsel, should they feel the need to do so. Our fund does rely on some of the exemptive rules that would trigger the additional conditions under your proposals. As such, the independents would be forced to either elect not to have counsel or to hire a second law firm to advise us. We feel that either alternative is poor, and reiterate our belief that we are best able to represent the interests of the shareholders under the present arrangement. The second area of concern is with the proposed disclosure changes. We support the increased disclosure of fund ownership, and feel this is consistent with what is required of a corporate director. We believe, however, that the requirement that fund directors provide information on in-laws, siblings, and other extended family members would be excessive, extremely difficult to enforce and, very likely, would become a barrier to recruiting new independent directors. We strongly recommend that the definition of a family member should be restricted to spouse and any other family member living at the same address as the independent director. We believe this definition would be consistent with reporting guidelines on the corporate side. We urge the SEC to consider these comments and adopt appropriate amendments to the proposals prior to implementing them. Sincerely, Fred "Chico" Lager