Converted by EDGARwiz

As filed with the Securities and Exchange Commission on April 29, 2011

Registration No. 33-7190

Investment Company Act File No. 811-4750

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

POST-EFFECTIVE AMENDMENT NO. 41

/X/

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

AMENDMENT NO. 44

/X/

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)

Registrant's Telephone Number: 800-453-4392

Patrick W.D. Turley, Esq.

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006

(Name and Address of Agent for Service)

Copies to:

Thomas O. Putnam

384 North Grand Street

Cobleskill, New York 12043

It is proposed that this filing will become effective on May 1, 2011,

pursuant to paragraph (b) of Rule 485.

FAM Funds Investor Share Class

P R O S P E C T U S

VALUE FUND

FAMVX

EQUITY-INCOME FUND

FAMEX

M a y 1 , 2 0 1 1

The Securities and Exchange Commission has not approved or disapproved

these securities or passed upon the adequacy of this prospectus.

Any representation to the contrary is a criminal offense.

Table of Contents

Summary Section
3
FAM Value Fund
3
FAM Equity-Income Fund
6
More About Investment Objectives, Principal InvestmentStrategies, and Risks
10
More About Investment Objectives
10
More About Principal Investment Strategies
10
More About Principal Risks
11
Fund Management
12
The Investment Advisor
12
Portfolio Managers
12
Shareholder Information
14
Pricing Fund Shares
14
Householding of Shareholder Mailings
14
Purchasing and Adding to Your Shares
14
Important Information About Procedures for Opening an Account
15
Account Minimums
15
Automatic Investment Plan
16
Wire Instructions
16
IRA and Retirement Accounts
17
Purchases Through Selected Dealers
17
Payments to Third Parties by the Advisor
18
Instructions for Redemption of Shares
19
Definition of Good Order
19
Signature Guarantees
20
Systematic Withdrawal Plan
20
Information on Distributions and Taxes
20
Tax Information
21
Financial Highlights
23
FAM Value Fund
24
FAM Equity-Income Fund
25
To Obtain Additional Information
28

FAM Value Fund

Investor Share Class

Summary Section

Investment Objective: FAM Value Fund's investment objective is to maximize long-term return on capital .

Fees and Expenses of the Fund: The tables below describe the fees and expenses that you may pay if

you buy and hold shares of the Fund .

S H A R E H O L D E R F E E S

(fees paid directly from your investment)

Investor Class

Maximum sales charge (load) on purchase

none

Maximum deferred sales charge (load)

none

Redemption fee

none

A N N UA L F U N D O P E R AT I N G E X P E N S E S

(expenses that you pay each year as a percentage of the value of your investment)

Investor Class

Management Fees

1.00%

Distribution and Service (12b-1) Fees

none

Other expenses

0.23%

Acquired Fund Fee and Expenses

0.01%

Total annual fund operating expenses

1.24%

Expense Example: This Example is intended to help you compare the cost of investing in other mutual

funds . The Example assumes that you invest $10,000 in the Fund for the time periods indicated and

then redeem all of your shares at the end of those periods . The Example also assumes that your invest-

ment has a 5% return each year and that the Fund's operating expenses remain the same . Although

your actual costs may be higher or lower, based on these assumptions your costs would be:

E X P E N S E E X A M P L E

1 YEAR

3 YEARS

5 YEARS

10 YEARS

Investor Class

$126

$393

$681

$1,500

3

FAM Value Fund

Investor Share Class

Summary Section

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities

(or "turns over" its portfolio) . A higher portfolio turnover rate may indicate higher transaction costs and

may result in higher taxes when Fund shares are held in a taxable account . These costs, which are not

reﬂected in annual fund operating expenses or in the Example, affect the Fund's performance . During the

most recent fiscal year, the Fund's portfolio turnover rate was 5 .08% of the average value of its portfolio .

Principal Investment Strategies: Fenimore Asset Management, Inc . ("Fenimore"), the investment advisor

to the Fund, employs a "value approach" in making its common stock selections . This approach is

based on Fenimore's belief that at any given point in time the stock price of a company may sell below

the company's "true business worth" . Factors considered in evaluating the true business worth include

the company's current earnings and Fenimore's opinion as to its future earnings potential . After identify-

ing a company whose securities are determined to have a favorable price-to-earnings relationship, Fenimore

plans to invest in such securities until the "true business worth" nears the market price of the company's

securities .

Under normal market conditions, the Fund will attempt to remain fully invested in common stocks and

securities that are convertible into common stocks, such as convertible bonds and convertible preferred

stocks . The Fund may invest in the securities of issuers of all sizes and market capitalizations .

Principal Risks:

• Stock Market Risk - the value of stocks ﬂuctuate in response to the activities of individual compa-

nies and general stock market and economic conditions . Stock prices may decline over short or ex-

tended periods of time . Stocks are more volatile and riskier than some other forms of investments .

• Stock Selection Risk - the value stocks chosen for the Fund are subject to the risk that the market

may never realize their intrinsic value or their prices may go down .

• Small-Cap Risk - small capitalization companies may not have the size, resources or other assets of

large capitalization companies .

• Market Risk - the value of your investment will go up and down, which means that you could lose

money .

AnnualTotal Return: The following bar chart and table show some indication of the risks of investing in the

Fund . The bar chart shows changes in the Investor Class shares performance since 2001 . The table shows

how Investor Class shares' average annual returns (before and after taxes ) for the one year, five year and

ten year periods compared to those of the Russell 2000 Index . The Fund's past performance (before and

after taxes) is not necessarily an indication of how the Fund will perform in the future . Updated perfor-

mance information may be obtained at the Fund's website www .famfunds .com .

4

FAM Value Fund

Investor Share Class

Summary Section

F A M   V A L U E   F U N D

35%

24. 98%

25%

22. 18%

15. 07%

16. 86%

17. 02%

^15%

8. 73%

Best Quarter (ended 3/31/03):

5. 56%

^5%

13.18%

‐5%

‐0. 79%

Worst Quarter (ended 12/31/08):

‐5. 33%

‐15%

-20.68%

‐25%

‐2828 .68%68%

‐35%

A V E R A G E   A N N U A L   T O T A L   R E T U R N

(for the years ending December 31, 2010)

I N V E S T O R   C L A S S

1 YEAR

5 YEARS

10 YEARS

Return before taxes

17.02%

1.92%

6.33%

Return after taxes on distributions

16.72%

1.32%

5.73%

Return after taxes on distributions and sale of fund shares

11.37%

1.48%

5.37%

Russell 2000 Index

26.85%

4.47%

6.33%

The after-tax returns shown in the table are calculated using the historical highest individual

federal marginal income tax rates, and do not reﬂect the impact of state and local taxes . Ac-

tual after-tax returns depend on the investor's tax situation and may differ from those shown .

The after-tax returns are not relevant to investors who hold their Fund shares through tax-

deferred arrangements such as 401(k) plans or individual retirement accounts, or to investors

who are tax exempt .

Investment Advisor: Fenimore Asset Management, Inc .

Portfolio Co-Managers: Thomas O . Putnam, Chairman and John D . Fox, CFA of Fenimore

Asset Management, Inc .   Mr . Putnam has managed the Fund since 1987 .   Mr . Fox has co-

managed the Fund since 2000 .

Purchase and Sale of Fund Shares: The minimum initial purchase is $500 for a regular account and $100 for

an individual retirement account . The minimum subsequent investment is $50 . You may redeem shares by

mail or fax (518 .234 .7793) . Redemption proceeds will be sent by check to the address of record or by elec-

tronic bank transfer .

For important information about taxes and financial intermediary compensation, please

turn to the sections titled "Tax Information" and "Financial Intermediary Compensation"

on page 9.

5

FAM Equity-Income Fund

Investor Share Class

Summary Section

Investment Objective: FAM Equity-Income Fund's investment objective is to provide current income as

well as long-term capital appreciation by investing primarily (at least 80% of its total assets) in income-produc-

ing stocks that pay dividends . The Fund distributes its income on a quarterly basis .

Fees and Expenses of the Fund: The tables below describe the fees and expenses that you

may pay if you buy and hold shares of the Fund .

S H A R E H O L D E R F E E S

(fees paid directly from your investment)

Investor Class

Maximum sales charge (load) on purchase

none

Maximum deferred sales charge (load)

none

Redemption fee

none

A N N UA L F U N D O P E R AT I N G E X P E N S E S

(expenses that you pay each year as a percentage of the value of your investment)

Investor Class

Management Fees

1.00%

Distribution and Service (12b-1) Fees

none

Other expenses¹

0.40%

Acquired Fund Fees and Expenses

0.01%

Total Annual Fund Operating Expense

1.41%

Fee Waiver and/or Expense Reimbursement

0.01%

Total annual fund operating expenses after fee waiver

and/or expense reimbursement

1.40%

¹FAM has entered into a contractual agreement with FAM Equity-Income Fund to limit the total operating expenses of the Fund’s

Investor Class shares to 1.40% of its average daily net assets through May 1, 2012. This expense limitation agreement may only be

amended by the Fund's Board of Trustees. The expense limitation does not limit acquired fund fees and expenses.

Expense Example: This Example is intended to help you compare the cost of investing in other mutual

funds . The Example assumes that you invest $10,000 in the Fund for the time periods indicated and

then redeem all of your shares at the end of those periods . The Example also assumes that your invest-

ment has a 5% return each year and that the Fund's operating expenses remain the same . Although

your actual costs may be higher or lower, based on these assumptions your costs would be:

E X P E N S E E X A M P L E

1 YEAR

3 YEARS

5 YEARS

10 YEARS

Investor Class

$144

$446

$ 771

$1,691

6

FAM Equity-Income Fund

Investor Share Class

Summary Section

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities

(or "turns over" its portfolio) . A higher portfolio turnover rate may indicate higher transaction costs and

may result in higher taxes when Fund shares are held in a taxable account . These costs, which are not

reﬂected in annual fund operating expenses or in the Example, affect the Fund's performance . During the

most recent fiscal year, the Fund's portfolio turnover rate was 13 .38% of the average value of its portfolio .

Principal Investment Strategies: Fenimore Asset Management, Inc . ("Fenimore"), the investment advisor

to the Fund employs a "value approach" in making its common stock selections . This approach is based

on Fenimore's belief that at any given point in time the stock price of a company may sell below the

company's "true business worth" . Factors considered in evaluating the true business worth include the

company's current earnings and Fenimore's opinion as to its future earnings potential . After identifying

a company whose securities are determined to have a favorable price-to-earnings relationship, Fenimore

plans to invest in such securities until the "true business worth" nears the market price of the company's

securities .

Under normal market conditions, the Fund will attempt to remain fully invested in common stocks and

securities that are convertible into common stocks, such as convertible bonds and convertible preferred

stocks . The Fund may invest in the securities of issuers of all sizes and market capitalizations .

Principal Risks:

• Stock Market Risk - the value of stocks ﬂuctuate in response to the activities of individual compa-

nies and general stock market and economic conditions . Stock prices may decline over short or ex-

tended periods of time . Stocks are more volatile and riskier than some other forms of investments .

• Stock Selection Risk - the value stocks chosen for the Fund are subject to the risk that the market

may never realize their intrinsic value or their prices may go down .

• Small-Cap Risk - small capitalization companies may not have the size, resources or other assets of

large capitalization companies .

• Market Risk - the value of your investment will go up and down, which means that you could lose

money .

AnnualTotal Return: The following bar chart and table show some indication of the risks of investing in the

Fund . The bar chart shows changes in the Investor Share Class performance since 2001 . The table shows

how Investor Class shares' average annual returns (before and after taxes ) for the of one year, five year

and ten year periods compared to those of the Russell 2000 Index . The Fund's past performance (before

and after taxes) is not necessarily an indication of how the Fund will perform in the future . Updated per-

formance information may be obtained at the Fund's website www .famfunds .com .

7

FAM Equity-Income Fund

Investor Share Class

Summary Section

F A M   E Q U I T Y- I N C O M E   F U N D

35%

25%

20. 79%

20. 30%

21. 43% 17. 47%

14. 04%

_15%

Best Quarter (ended 6/30/09):

5. 75%

6. 57%

_5%

16.68%

Worst Quarter (ended 12/31/08):

^‐5%

^‐2.^25%

‐3. 64%

-21.88%

‐15%

‐25%

‐35%

‐29. 04%

A V E R A G E   A N N U A L   T O T A L   R E T U R N

(for the years ending December 31, 2010)

I N V E S T O R   C L A S S

1 YEAR

5 YEARS

10 YEARS

Return before taxes

17.47%

0.78%

5.94%

Return after taxes on distributions

16.62%

-0.12%

5.23%

Return after taxes on distributions and sale of fund share

11.32%

0.33%

4.88%

Russell 2000 Index

26.85%

4.47%

6.33%

The after-tax returns shown in the table are calculated using the historical highest individual

federal marginal income tax rates, and do not reﬂect the impact of state and local taxes . Ac-

tual after-tax returns depend on the investor's tax situation and may differ from those shown .

The after-tax returns are not relevant to investors who hold their Fund shares through tax-

deferred arrangements   such as 401(k) plans or individual retirement accounts, or to inves-

tors who are tax exempt .

Investment Advisor: Fenimore Asset Management, Inc .

Portfolio Co-Managers: Thomas O . Putnam, Chairman and Paul C . Hogan, CFA of Fenimore Asset

Management, Inc .   Mr . Putnam and Mr . Hogan have co-managed the Fund since the

Fund's inception in 1996 .

Purchase and Sale of Fund Shares: The minimum initial purchase is $500 for a regular account and $100 for

an individual retirement account . The minimum subsequent investment is $50 . You may redeem shares by

mail or fax (518 .234 .7793) . Redemption proceeds will be sent by check to the address of record or by elec-

tronic bank transfer .

For important information about taxes and financial intermediary compensation, please turn to the sections

titled "Tax Information" and "Financial Intermidiary Compensation" on page 9.

8

Tax Information;

Financial Intermediary Compensation

Summary Section

Tax Information

Fund distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are invest-

ing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account . Such

tax-deferred arrangements may be taxed upon withdrawals made from these arrangements .

Financial Intermediary Compensation

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the

Fund and its related companies may pay the intermediary for the sale of Fund shares and related services .

These payments may create a conﬂict of interest by inﬂuencing the broker-dealer or other intermediary

and your salesperson to recommend Fund shares over another investment . Ask your salesperson or visit

your financial intermediary's Web site for more information .

9

More About Investment Objectives,

Principal Investment Strategies, and Risks

More About Investment Objectives

FAM Value Fund seeks to maximize long-term return on capital .

FAM Equity-Income Fund seeks to provide current income as well as long-term net capital

appreciation by investing primarily (at least 80% of its total assets) in income-producing equity

securities . The Fund distributes its net income on a quarterly basis .

The investment objective of each Fund is a fundamental policy which may not be changed

without a majority vote of a Fund’s shareholders .

More About Principal Investment Strategies

Fenimore’s investment philosophy is to seek out well-managed, financially sound companies

that it considers to be undervalued in the marketplace . Utilizing investment principles based

on the teachings of Benjamin Graham and David Dodd, whose book Security Analysis pro-

vides the foundation for value investing, Fenimore is categorized as a bottom-up manager .

As such, Fenimore focuses on identifying, analyzing, and selecting individual companies that

meet Fenimore’s long-term growth expectation .

FAM Value Fund. Under normal market conditions the FAM Value Fund will attempt to

remain fully invested in common stocks and securities that are convertible into common

stocks, such as convertible bonds and convertible preferred stock .

FAM Equity-Income Fund. Under normal market conditions the FAM Equity-Income Fund

will attempt to remain fully invested in common stocks and securities that are convertible

into common stocks, such as convertible bonds and convertible preferred stock . The Fund

invest primarily in income-producing stocks that pay dividends .

For temporary defensive purposes, the FAM Value Fund and the FAM Equity-Income Fund

may invest all of their assets in fixed-income securities . Generally, the FAM Value Fund and

the FAM Equity-Income Fund intend to invest in fixed-income securities when, in Fenimore’s

opinion, common stocks are too risky in relationship to their anticipated rewards and fixed-

income securities are considered a good alternative . During such temporary periods the FAM

Value Fund and the FAM Equity-Income Fund might not achieve their stated investment

objectives .

The FAM Value Fund and the FAM Equity-Income Fund may also engage in certain invest-

ment techniques to a limited extent that are not part of their principal investment strategies .

For example, each of the FAM Value Fund and the FAM Equity-Income Fund are

10

More About Investment Objectives,

Principal Investment Strategies, and Risks

permitted to utilize options, futures contracts and options on futures contracts . The FAM

Value Fund and the FAM Equity-Income Fund may engage in short-sale transactions, lend

portfolio securities, invest in securities which have relatively short operating histories and

invest in securities of issuers that do not have quoted markets . In addition, the FAM Value

Fund and the FAM Equity-Income Fund may invest in the shares of other investment com-

panies and the FAM Value Fund and the FAM Equity-Income Fund may also invest in the

common stocks of real estate investment trusts . However, our investment decisions will

always be guided by prudent choices dictated by our thoughtful and disciplined value invest-

ing methodology . Additional information concerning these investmenttechniques, including

their risks, are set forth in the Funds’ Statement of Additional Information .

More About Principal Risks

The principal risks of investing in the Funds are as follows:

Stock Market Risk. The value of stocks fluctuate in response to the activities of individual

companies and general stock market andshort or extended periods of time . Stocks are more volatile and riskier than some other formseconomic conditions . Stock prices may decline over

of investments, such as short-term, high grade fixed-income securities .

Stock Selection Risk. The value stocks chosen for the Funds are subject to the risk that the

market may never realize their intrinsic value or their prices may go down . While the Funds'

investments in value stocks may limit their downside risk over time, the Funds may produce

more modest gains than riskier stock funds as a trade off for this potentially lower risk .

Small-Cap Risk. Small capitalization companies may not have the size, resources or other

assets of large capitalization companies . These small capitalization companies may be subject

to greater market risks and fluctuations in value than large capitalization companies and may

not correspond to changes in the stock market in general .

Market Risk. The value of your investment will go up and down, which means that you

could lose money . You should consider an investment in the FAM Funds as a long-term invest-

ment .

An investment in FAM Funds is not a bank deposit and is not insured or guaranteed by the

Federal Deposit Insurance Corporation or any other government agency.

11

Fund Management

The Investment Advisor

The Investment Advisor to FAM Funds is Fenimore Asset Management, Inc ., ("Fenimore"),

which is a New York corporation majority-owned by Mr . Thomas O . Putnam and located at

384 N . Grand Street, Cobleskill, NY 12043 . Fenimore has been continuously offering

investment advisory and consulting services under contract since 1974 to individuals,profit sharing, IRA and Keogh plans, corporations, and non-profit organizations generallypension,

located in a service area that includes the continental United States . Mr . Putnam, Fenimore’s

principal investment professional, was born in 1944 . He has been actively employed as an

investment advisor with Fenimore since 1974, and holds responsibilities for Fenimore’s

iShareholder Services, Incnvestment management a ., each Fund’nd research s shareholder servicing agent and Fenimore Securities,activities . Mr . Putnam is the sole shareholder of FAM

Inc ., each Fund’s principal underwriter .

Portfolio Managers

Mr . Putnam co-manages both the FAM Value Fund and FAM Equity-Income Fund . The co-

managers share equally in the day-to-day management of each respective Fund’s investment

portfolio .

John D . Fox, CFA, serves as co-manager of FAM Value Fund with Mr . Putnam . Mr . Fox is

employed by Fenimore as Investment Research Analyst and has been actively involved in

research activities since he joined the firm in 1996 .

Paul C . Hogan, CFA, serves as co-manager of FAM Equity-Income Fund with Mr . Putnam .

He is also employed by Fenimore as Investment Research Analyst . He has been actively

involved in investment research activities since he joined the firm in 1991 .

Additional information about the portfolio managers’ compensation arrangements, other

accounts managed by the portfolio managers, and the portfolio managers’ ownership of

securities of the Funds is available in the Funds’ Statement of Additional Information .

Fenimore employs a staff of experienced investment professionals to manage assets for other

corporate and individual clients .

As principal officer of Fenimore, Mr . Putnam serves as President and as a member of the Board

of Trustees of Fenimore Asset Management Trust . Under the terms of the investment advisory

contract, Fenimore receives a monthly fee from each Fund equal to 1% per annum of the

average daily market value of its net assetslimitation agreements with FAM Value Fund and F . Fenimore has entered into contractual expenseAM Equity-Income Fund pursuant to

12

Fund Management

which it has agreed to limit the total operating expenses (excluding acquired fund fees and

expenses and certain other expenses) of each Fund’s Investor Class shares to 1 .28% and 1 .40%,

respectively, through May 1, 2012 . These expense limitation agreements may only be amended

by the Funds’ Board of Trustees . A discussion regarding the basis for the Trustees’ approval of

the investment advisory contract is available in the Funds’ Annual Report to Shareholders dated

December 31, 2010 .

FAM Funds, the Advisor and Fenimore Securities, Inc . have jointly adopted a Code of Ethics

which places certain express restrictions on the personal trading practices of personnel of both

the Funds and Fenimore . In addition, FAM Funds and Fenimore have developed procedures

that provide for the administration and enforcement of the Code through the continuous

monitoring of personal trading practices .

13

Shareholder Information

Pricing Fund Shares

The share price (also called “Net Asset Value” or "NAV" per share) is calculated each day

at the close of regular trading on the New York Stock Exchange and on such days as there is

sufficienton weekends and on the following holidays: New Ytrading in a Fund’s portfolio of securities . Theear’s DayNew Y, Martin Luther King, Jrork Stock Exchange is closed . Day,

President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving

and Christmas . Securities in each Fund’s portfolio will

-

ket quotes . If market quotations are not available, securities or other assets will be valued byordinarily be valued based upon mar

a method which the Board of Trustees believes most accurately reflects fair value . To calculate

the NAV, a Fund’s assets are valued and totaled, liabilities are subtracted, and the balance,

called net assets, is divided by the number of shares outstanding .

Householding of Shareholder Mailings

To reduce the volume of mail you receive, each Fund will send a single copy of most financial

reports, prospectuses, and regular communications to a shareholder with multiple accounts

-

(single, retirement, joint, etcably believes that the Shareholders are members of the same family .) if such accounts have the same address and the Fund reason . You may request that

additional copies be sent by notifying the Funds .

Purchasing and Adding to Your Shares

To establish an account, complete and sign the appropriate application and mail it, along

with your check to FAM Funds, PO Box 399, Cobleskill, NY 12043 . Checks should be made

payable to the appropriate Fund . FAM reserves the right to refuse third party checks and any

"bank starter check ." Please be sure to provide your Social Security or taxpayer identification

number . Cash will not be accepted . Any applications received not following the above guide-

lines will be returned .

The date on which your purchase is credited is your trade date . For purchases made by check

or Federal Funds wire and received by the close of regular trading on the New York Stock

Exchange (generally 4:00 p .m . Eastern time) the trade date is the date of receipt . For purchases

received after the close of regular trading on the Exchange the trade date is the next business

day . Shares are purchased at the NAV determined on your trade date .

FAM reserves the right to reject purchase applications or to terminate the offering of shares

made by this prospectus if, in the opinion of the Board of Trustees, such termination and/or

rejection would be in the best interest of existing shareholders . In the event that your check

does not clear, your order(s) will be canceled and you may be liable for losses or fees incurred,

or both . FAM has a policy of waiving the minimum initial investment for Fund trustees, and

employees and affiliated persons (including family members) of FAM .

All applications to purchase Fund shares are subject to acceptance by FAM and are not bind-

ing until so accepted . FAM does not accept telephone orders for the purchase of shares, and

it reserves the right to reject applications in whole or in part .

14

Shareholder Information

Important Information About Procedures

for Opening an Account

To help the government fight the funding of terrorism and money laundering activities, Federal

law requires all financial institutions, including the Funds, to obtain, verify and record infor-

mation that identifies each person who opens an account, and to determine whether such

person’s name appears on government lists of known or suspected terrorists and terrorist

organizations .

What this means for you: the Funds must obtain the following information for each person

who opens an account: (1) Name; (2) Date of birth (for individuals); (3) Physical residential

address (although post office boxes are still permitted for mailing); and (4) Social Security

Number, Taxpayer Identification Number or other identifying number .

You may also be asked to show your driver’s license, passport or other identifying documents

in order to verify your identity . Additional information may be required to open accounts for

corporations and other nonnatural persons .

Federal law prohibits the Funds and other financial institutions from opening accounts unless

the minimum identifying information listed above is received. The Funds may also be required

to close your account if we are unable to verify your identity.

Account Minimums

To begin an investment in FAM Funds the following minimum initial investments must

be met . All subsequent investments to an existing account require a minimum of $50 .

M I N I M U M I N I T I A L I N V E S T M E N T S

FAM VALUE FUND

FAM EQUITY-INCOME FUND

To open a new account

$500

$500

To open a new retirement account

IRA, Roth IRA, SEP, SIMPLE IRA,

403(b)(7), Coverdell ESA or Individual (k)

$100

$100

To open a Uniform Transfer to Minors

(UTMA) or Uniform Gift to Minors (UGMA)

$500

$500

To open a new account through our

Automatic Investment Program*

$500

$500

*FAM’s Automatic Investment Plan requires the systematic addition of at least $50 per month, as described below.

15

Shareholder Information

Automatic Investment Plan

FAM Funds offers an Automatic Investment Plan whereby authorization is granted and

instructions are provided to charge the regular bank checking account of a shareholder on a

regular basis to provide systematic additions to the shareholder’s account . The bank at which

the shareholder checking account is maintained must be a member of the Automated Clearing

House (ACH) . While there is no charge to shareholders for this service, a charge of $10 .00

may be deducted from a shareholder’s Fund account in case of returned items . NOTE:

Individual Retirement Account (IRA) contributions made through the Automatic Investment

Plan are assumed to be current year contributions . A shareholder’s Automatic Investment

Plan may be terminated at any time without charge or penalty by the shareholder or the

Fund .

Wire Instructions

If you wish to wire funds to establish a new account, please use the following instructions .

Investors establishing new accounts by wire should first forward their completed Account

Application to FAM Funds stating that the account will be established by wire transfer and

the expected date and amount of the transfer . Further information regarding wire transfers

is available by calling (800) 932-3271 . FAM must have receipt of a wire transfer no later than

4:00 p .m . Eastern Time in order for the purchase to be made that same business day .

W I R E I N S T R U C T I O N S

ABA 042 000 013

US Bank

DDA 821601499

FAM Funds

For Further Credit (shareholder name, account number and Fund name)

If you wish to wire funds to an existing account, please use the same instructions listed above.

16

Shareholder Information

IRA and Retirement Accounts

An individual having earned income and her or his spouse may each have one or more IRAs,

the number and amounts limited only by the maximum allowed contribution per year . Existing

IRA accounts may be rolled over or transferred at any time into a new IRA, which may be

invested in Fund shares . U .S . Bank is empowered and agrees to act as custodian of shares

purchased . Monies deposited into an IRA may be invested in shares of one of the Funds upon

the filing of the appropriate forms . Forms establishing IRAs, Roth IRAs, SEP Accounts,

SIMPLE IRAs, 403(b)(7) Plans, Coverdell ESAs and Individual (k) Plans are available by

calling FAM Funds at (800) 932-3271 . There is no annual maintenance fee. Investors are

urged to consult with a tax advisor in connection with the establishment of retirement

plans .

Monies or deposits into other types of retirement plans and/or Keogh accounts may also be

invested in FAM Fund shares . However, the qualification and certification of such plans must

first be prearranged by the investor’s own tax specialists who would assist and oversee all plan

compliance requirements . Although FAM endeavors to provide assistance to those investors

interested in such plans, it neither offers nor possesses the necessary professional skills or

knowledge regarding the establishment or

Therefore, it is recommended that professional counsel be retained by the investor beforecompliance maintenance of retirement plans .

investing such monies in shares of FAM Funds .

No signature guarantee is required if a shareholder elects to transfer an IRA, Roth IRA, SEP

Account, SIMPLE IRA, 403(b)(7) Plan, Coverdell ESA or Individual (k) Plan to another cus-

todian or in the event of a mandatory distribution .

Purchases Through Selected Dealers

Certain Selected Dealers may affect transactions of the FAM Funds . FAM may accept orders

from broker-dealers who have been previously approved by the Funds . It is the responsibility

of such broker-dealers to promptly forward purchase or redemption orders to the Funds . If the

broker-dealer submits trades to the Funds, the Funds will use the time of day when such entity

or its designee receives the order to determine the time of purchase or redemption and will

process the order at the next closing price computed after acceptance . Broker-dealers may

charge the investor a transaction-based fee for their services at either the time of purchase or

the time of redemption . Such charges may vary amongst broker-dealers, but in all cases will be

retained by the broker-dealer and not remitted to FAM or the Advisor . The Advisor may make

payments to such companies out of its own resources to compensate these companies for cer-

tain administrative services provided in connection with the Funds . Shareholders who wish to

transact through a brokerinformation .

-dealer should contact FAM at (800) 932-3271 for further

17

Shareholder Information

Instructions for Redemption of Shares

Shareholders wishing to redeem shares may tender them to FAM any business day by executing

a written request for redemption, in good order as described below, and delivering the request

by mail, fax, or by hand to the Funds, 384 North Grand Street, PO Box 399, Cobleskill, NY

12043 . For further information on redemption requests call FAM Shareholder Services at

(800) 932-3271 . FAM offers no telephone redemptions.

Definition of Good Order

Good order means that the written redemption request must include the following:

1 .   The Fund account number, name, and Social Security or Tax I .D . number .

2 .   The amount of the transaction (specified in dollars or shares) .

3 .   Signatures of all owners exactly as they are registered on the account .

4 .   Signature guarantees are required if: the value of shares being redeemed exceeds $50,000;

payment is to be sent to an address other than the address of record; payment is to be

made payable to a payee other than the shareholder; there has been an address change in

the last 30 days . Shareholder bank accounts, when accompanied by a voided check, shall

constitute the address of record for this signature guarantee requirement .

5 .   Certificates, if any are held, signed and containing a proper signature guarantee .

6 .   Other supporting legal documentation that might be required, in the case of retirement

plans, corporations, trusts, estates and certain other accounts .

Shareholders requesting redemption proceeds to be wired from FAM will incur a $10 wire

fee for domestic wires . Shareholders may also elect to have their proceeds sent by ACH

(Automatic Clearing House) directly to their bank account, there is no fee for this .

Shareholders may sell all or any portion of their shares on any such business day that NAV

is calculated . Such shares will be redeemed by FAM at the next such calculation after such

redemption request is received in good order . When a redemption occurs shortly after a recent

purchase made by check, FAM Funds may hold the redemption proceeds beyond 7 days but

only until the purchase check clears, which may take up to 15 days . If you anticipate redemp-

tions soon after you purchase your shares, you are advised to wire funds to avoid delay.

FAM reserves the right, however, to withhold payment up to seven (7) days if necessary to

protect the interests and assets of the Funds and their shareholders . In the event the New York

Stock Exchange is closed for any reason other than normal weekend or holiday closing or if

trading on that exchange is restricted for any reason, or in the event of any emergency circum-

stances as determined by the Securities and Exchange Commission, the Board of Trustees shall

have the authority and may suspend redemptions or postpone payment dates accordingly .

Redemption of shares may result in the shareholder realizing a taxable capital gain or loss .

19

Shareholder Information

Signature Guarantees

For our mutual protection, signature guarantees may be required on certain written transac-

tion requests . A signature guarantee verifies the authenticity of your signature and may be

obtained from “eligible guarantor institutions .”

Eligible guarantor institutions include: (1) national or state banks, savings associations, sav-

ings and loan associations, trust companies, savings banks, industrial loan companies and

credit unions; (2) national securities exchanges, registered securities associations and clearing

agencies; (3) securities broker-dealers which are members of a national securities exchange

or a clearing agency or which have minimum net capital of $100,000; (4) institutions that

participate in the Securities Transfer Agent Medallion Program (“STAMP”) or other

recognized signature medallion program .

A signature guarantee cannot be provided by a notary public.

Signature guarantees will be required under the following circumstances:

1 . Redemption of Shares IF:

  •   the value of shares being redeemed exceeds $25,000 per fund

•   payment is requested payable to a payee other than the shareholder of record

•   payment is to be sent to an address other than the address of record

•   an address change accompanies the redemption request or there has been a change

of address on the account during the last 30 days

•   the shares are represented by a negotiable stock certificate

2 . Transferring of Ownership and/or Account Name Changes

Systematic Withdrawal Plan

For your convenience you may elect to have automatic periodic redemptions from your

account . Shareholders who wish to participate in the systematic withdrawal plan must com-

plete the appropriate form and return to FAM 30 days prior to the first scheduled redemp-

tion .

Information on Distributions and Taxes

All net investment income and net realized capital gains generated as a result of portfolio

management activities are distributed to shareholders.

A capital gain or loss is the difference between the purchase and sale price of a security . If a

Fund has net capital gains for the year they are usually declared and paid in December to

shareholders of record in the month of December .

20

Shareholder Information

Dividend and capital gain distributions are reinvested in additional Fund shares in your

account, unless you select another option on your account application form . Investors who

want dividends and/or capital gains distributions sent to them in cash rather than invested in

additional shares must arrange this by making a request to FAM . The request must be in writ-

ten form acceptable to FAM . Unless investors request cash distributions in writing at least 7

business days prior to the distribution, or on the Account Application, all dividends and other

distributions will be reinvested automatically in additional shares of the Funds . Capital gains,

if any, will be distributed in December .

The value of your shares will be reduced by the amount of dividends and/or capital gains . If

you purchase shares shortly before the record date for a dividend or the distribution of capi-

tal gains, you will pay the full price for the shares and receive some portion of the price back

as a taxable dividend or distribution .

Tax Information

Currently effective tax legislation generally provides for a maximum tax rate for individual

taxpayers of 15% on long-term capital gains and on income from certain qualifying dividends

on certain corporate stock . These rates are scheduled to expire after 2012 . These rate reduc-

tions do not apply to corporate taxpayers . Distributions of earnings from dividends paid by

certain “qualified foreign corporations” can also qualify for the lower tax rates on qualifying

dividends . A shareholder will also have to satisfy a more than 60 day holding period for the

Fund shares with respect to any distributions of qualifying dividends in order to obtain the

benefit of the lower tax rate . Distributions of earnings from non-qualifying dividends, interest

income, other types of ordinary income and short-term capital gains will be taxed at the

ordinary income tax rate applicable to the taxpayer . Distributions designated by a Fund as

long-term capital distributions will be taxable to you at your long-term capital gains rate,

regardless of how long you have held your Fund shares . An exchange of Fund shares for shares

of another fund is considered a sale, and gains from any sale or exchange may be subject to

federal and state taxes . Dividends generally are taxable in the year in which they are accrued,

even if they appear on your account statement the following year . Dividends and distributions

are treated the same for federal tax purposes, whether you receive them in cash or in addi-

tional shares of the Fund . Depending on your residence for tax purposes, distributions may

also be subject to state and local taxes .

If you hold shares through a tax-deferred account, such as a retirement plan, income and gains

will not be taxable each year . Instead, the taxable portion of amounts you hold in a tax-

deferred account will generally be subject to tax only when they are distributed from the

account .

You will be notified by February 15th each year, through our “Supplementary Tax

Information” flyer, about the federal tax status of distributions made the previous year .

21

Shareholder Information

The Funds are required to withhold 28% (currently scheduled to increase to 31% after 2012)

of taxable dividends, capital gains distributions and redemptions paid to shareholders who

have not provided the Funds with their certified taxpayer identification number in compli-

ance with IRS rules . To avoid this, make sure you provide your correct tax identification

number (Social Security Number for most investors) on your account application .

This tax discussion is meant only as a general summary . Because everyone’s tax situation is

unique, you should consult your tax professional about particular consequences to you of

investing in the Funds .

Frequent Trading Policy . The Funds are intended for long-term investors and not for those

who wish to trade frequently in Fund shares . Frequent trading into and out of a Fund can

have adverse consequences for that Fund and for long-term shareholders in the Fund . The

Trust believes that frequent or excessive short-term trading activity by shareholders of a

Fund may be detrimental to long-term shareholders because those activities may, among

other things: (a) dilute the value of shares held by long-term shareholders; (b) cause the

Funds to maintain larger cash positions than would otherwise be necessary; (c) increase

brokerage commissions and related costs and expenses; (d) incur additional tax liability .

The Trust therefore discourages frequent purchase and redemptions by shareholders and it

does not make any effort to accommodate this practice . To protect against such activity, the

Board of Trustees has adopted policies and procedures that are intended to permit the Funds

to curtail frequent or excessive short-term trading by shareholders . At the present time the

Trust does not impose limits on the frequency of purchases and redemptions, nor does it

limit the number of exchanges into any of the Funds . The Trust reserves the right, however,

to impose certain limitations at any time with respect to trading in shares of the Funds,

including suspending or terminating trading privileges in Fund shares, for any investor

whom it believes has a history of abusive trading or whose trading, in the judgment of the

Trust, has been or may be disruptive to the Funds . The Funds’ ability to detect and prevent

any abusive or excessive short-term trading may be limited to the extent such trading

involves Fund shares held through omnibus accounts of a financial intermediary .

Disclosure of Fund Portfolio Holdings . On a quarterly basis, the Funds disclose on their

website, www .famfunds .com, each Fund’s entire portfolio holdings and certain additional

information regarding their portfolios (e .g ., Top Ten holdings, asset allocation, sector

breakdown) . The information will generally be available no earlier than the 10th business

day following the quarter-end and shall remain on the website until the next quarter’s

information is made publicly available . A complete list of each Fund’s portfolio holdings is

also publicly available on a quarterly basis through filings made with the SEC on Forms

N-CSR and N-Q . A description of the Funds’ policies and procedures with respect to the

disclosure of the Funds’ portfolio securities is provided in the Statement of Additional

Information (SAI) .

22

Financial Highlights

The financial highlights provide information about each Fund’s financial history and are

expressed in one share

Fund’s financial statements which are included in its aoutstanding throughout each fiscal yearnnual rep . Each table is part of tort and are incorporatehde

herein by reference from the Statement of Additional Information, which is available upon

request . The total returns in the table represent the rate that an Investor Class shareholder

would have earned or lost on an investment in the Fund, assuming reinvestment of all divi-

dends and capital gains . For the fiscal years ending December 31, 2007, 2008, 2009 and

2010, this information has been audited by BBD, LLP the Funds' independent registered

public accounting firm, whose report on the Funds' financial statements is included in the

Funds' annual report which is available upon request .

23

Financial HighlightsFinancial Highlights

F A M   V A L U E   F U N D   -   I N V E S T O R   C L A S S   S H A R E S

Per share information

Years Ended December 31,

(For a share outstanding throughout the year)

2010

2009

2008

2007

2006

Net asset value, beginning of year

$39.32

$32.22

$45.42

$49.65

$48.00

Income/Loss from investment operations:

Net investment income^†

0.09

0.05

0.18

0.25

0.24

Net realized and unrealized

gain/(loss) on investments

6.61

7.10

(13.21)

(0.66)

3.96

Total from investment operations

6.70

7.15

(13.03)

(0.41)

4.20

Less distributions:

Dividends from net investment income

(0.09)

(0.05)

(0.17)

(0.25)

(0.31)

Distributions from net realized gains

(0.59)

—

—*

(3.57)

(2.24)

Return of capital

—

—

—*

—

—

Total distributions

(0.68)

(0.05)

(0.17)

(3.82)

(2.55)

Change in net asset value for the year

6.02

7.10

(13.20)

(4.23)

1.65

Net asset value, end of year

$45.34

$39.32

$32.22

$45.42

$49.65

Total Return

17.02%

22.18%

(28.68)%

(0.79)%

8.73%

Ratios/supplemental data

Net assets, end of year (000)

$737,211

$659,621

$592,504

$871,090

$1,042,174

Ratios to average net assets of:

Expenses

1.23%

1.26%

1.24%

1.19%

1.18%

Net investment income

0.21%

0.14%

0.44%

0.45%

0.49%

Portfolio turnover rate

5.08%

7.55%

12.60%

8.74%

17.53%

†

*Per share amount is less than $0.005Based on average shares outstanding.

24

Financial Highlights

F A M   E Q U I T Y- I N C O M E   F U N D   -   I N V E S T O R   C L A S S   S H A R E S

Per share information

Years Ended December 31,

(For a share outstanding throughout the year)

2010

2009

2008

2007

2006

Net asset value, beginning of year

$16.02

$13.34

$19.09

$21.61

$21.52

Income/Loss from investment operations:

Net investment income^†

0.36

0.17

0.23

0.20

0.12

Net realized and unrealized

gain (loss) on investments

2.41

2.68

(5.73)

(0.97)

1.30

Total from investment operations

2.77

2.85

(5.50)

(0.77)

1.42

Less distributions:

Dividends from net investment income

(0.36)

(0.17)

(0.23)

(0.20)

(0.16)

Distributions from net realized gains

—

—

—*

(1.55)

(1.17)

Return of capital

—

—

(0.02)

—

—

Total distributions

(0.36)

(0.17)

(0.25)

(1.75)

(1.33)

Change in net asset value for the year

2.41

2.68

(5.75)

(2.52)

0.09

Net asset value, end of year

$18.43

$16.02

$13.34

$19.09

$21.61

Total Return

17.47%

21.43%

(29.04)%

(3.64)%

6.57%

Ratios/supplemental data

Net assets, end of year (000)

$85,824

$76,096

$68,096

$112,472

$142,546

Ratios to average net assets of:

Before waivers:

Expenses

1.41%

1.47%

1.41%

1.32%

1.28%

Net investment income

2.10%

1.11%

1.33%

0.88%

0.55%

After waivers:

†

*Per share amount is less than $0.005.Based on average shares outstanding. Expenses

1.40%

1.40%

1.40%

1.32%

1.28%

Net investment income

2.11%

1.18%

1.34%

0.88%

0.55%

Portfolio turnover rate

13.38%

10.51%

17.58%

16.16%

19.01%

†

   *Per share amount is less than $0.005.Based on average shares outstanding.

25

To Obtain Additional Information

If you would like additional information about the Funds, would like to obtain additional

copies of the Funds’ Annual or Semi-Annual Reports or SAI, which are available without

charge, or would like to make inquiries about the FAM Value Fund or FAM Equity-Income

Fund, free reports on the Funds are available upon request and inquiries may be directed

to:

FAM Funds

384 North Grand Street

PO Box 399

Cobleskill, NY 12043

(800) 932-3271

www .famfunds .com

Shareholder Reports

Each Fund’s Annual Report and Semi-Annual Report contains additional information about

the Fund’s investments . The Fund’s Annual Report contains a discussion of the market

conditions and investment strategies thatduring the last fiscal year . Both the Annual Report and the Semi-Annual Report also containsignificantly affected the performance of the Fund

Fund performance information, financial statements and portfolio holdings information .

Statement of Additional Information

The SAI contains more comprehensive information on the Funds . The SAI is incorporated by

reference into this prospectus which makes it legally part of this prospectus .

Information about the Funds, including the SAI, may also be obtained from the Securities and

Exchange Commission for the cost of a duplicating fee . These documents are also available to

view at the SEC’s public reference room in Washington, DC or by electronic request by

e-mailing the SEC at the following address: publicinfo@sec .gov .

Securities and Exchange Commission

Washington, DC 20549-0102

(202) 551-8090 or (800) SEC-0330

www .sec .gov

Investment Company

Act File No . 811-4750

26

FAM Funds Advisor Share Class

P R O S P E C T U S

VALUE FUND

FFCVX

EQUITY-INCOME FUND

FFCEX

M a y 1 , 2 0 1 1

The Securities and Exchange Commission has not approved or disapproved

these securities or passed upon the adequacy of this prospectus.

Any representation to the contrary is a criminal offense.

FAM Value Fund

Advisor Share Class

Summary Section

Investment Objective: FAM Value Fund's investment objective is to maximize long-term return

on capital .

Fees and Expenses of the Fund: The tables below describe the fees and expenses that you

may pay if you buy and hold shares of the Fund .

S H A R E H O L D E R F E E S

(fees paid directly from your investment)

Advisor Class

Maximum sales charge (load) on purchase

none

Maximum deferred sales charge (load)

none

Redemption fee (applicable if redeemed within the first

eighteen months of purchase)

1.00%

A N N UA L F U N D O P E R AT I N G E X P E N S E S

(expenses that you pay each year as a percentage of the value of your investment)

Advisor Class

Management Fees

1.00%

Distribution and Service (12b-1) Fees

1.00%

Other expenses

0.23%

Acquired Fund Fees and Expenses

0.01%

Total annual fund operating expenses

2.24%

Expense Example: This Example is intended to help you compare the costs of investing in

other mutual funds . The Example assumes that you invest $10,000 in the Fund for the time

periods indicated and then redeem all of your shares at the end of those periods . The Example

also assumes that your investment has a 5% return each year and that the Fund's operating

expenses remain the same . Although your actual costs may be higher or lower, based on these

assumptions your costs would be:

E X P E N S E E X A M P L E

1 YEAR

3 YEARS

5 YEARS

10 YEARS

Advisor Class

$327

$700

$1,200

$2,575

3

FFAM VAM Value Fundalue Fund

Advisor Share Class

Summary Section

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities

(or "turns over" its portfolio) . A higher portfolio turnover rate may indicate higher transaction costs and

may result in higher taxes when Fund shares are held in a taxable account . These costs, which are not

reﬂected in annual fund operating expenses or in the Example, affect the Fund's performance . During the

most recent fiscal year, the Fund's portfolio turnover rate was 5 .08% of the average value of its portfolio .

Principal Investment Strategies: Fenimore Asset Management, Inc . ("Fenimore"), the investment advisor

to the Fund, employs a "value approach" in making its common stock selections . This approach is

based on Fenimore's belief that at any given point in time the stock price of a company may sell below

the company's "true business worth" . Factors considered in evaluating the true business worth include

the company's current earnings and Fenimore's opinion as to its future earnings potential . After identify-

ing a company whose securities are determined to have a favorable price-to-earnings relationship, Fenimore

plans to invest in such securities until the "true business worth" nears the market price of the company's

securities .

Under normal market conditions, the Fund will attempt to remain fully invested in common stocks and

securities that are convertible into common stocks, such as convertible bonds and convertible preferred

stocks . The Fund may invest in the securities of issuers of all sizes and market capitalizations .

Principal Risks:

• Stock Market Risk - the value of stocks ﬂuctuate in response to the activities of individual compa-

nies and general stock market and economic conditions . Stock prices may decline over short or ex-

tended periods of time . Stocks are more volatile and riskier than some other forms of investments .

• Stock Selection Risk - the value stocks chosen for the Fund are subject to the risk that the market

may never realize their intrinsic value or their prices may go down .

• Small-Cap Risk - small capitalization companies may not have the size, resources or other assets of

large capitalization companies .

• Market Risk - the value of your investment will go up and down, which means that you could lose

money .

AnnualTotal Return: The following bar chart and table show some indication of the risks of investing in the

Fund . The bar chart shows changes in the Advisor Class shares performance since 2004 . The table shows

how Advisor Class shares' average annual returns (before and after taxes ) for the one year, five year and

since inception periods compared to those of the Russell 2000 Index . The Fund's past performance (be-

fore and after taxes) is not necessarily an indication of how the Fund will perform in the future . Updated

performance information may be obtained at the Fund's website www .famfunds .com .

4

FFAM VAM Value Fundalue Fund

Advisor Share Class

Summary Section

F A M   V A L U E   F U N D

35%

25%

22. 01%

15. 91%

16. 65%

15%

Best Quarter (ended 9/30/09):

7. 96%

4. 62%

_5%

13.46%

Worst Quarter (ended 12/31/08):

^‐5%

^‐1.^91%

-21.58%

‐15%

‐25%

‐35%

‐30. 19%

A V E R A G E   A N N U A L   T O T A L   R E T U R N

(for the years ending December 31, 2010)

A D V I S O R   C L A S S

Since Share Class

1 YEAR

5 YEARS     Inception (7/1/2003)

Return before taxes

16.65%

1.02%

4.99%

Return after taxes on distributions

16.42%

0.55%

4.51%

Return after taxes on distributions and sale of fund shares

11.14%

0.80%

4.26%

Russell 2000 Index

26.85%

4.47%

9.13%

The after-tax returns shown in the table are calculated using the historical highest individual

federal marginal income tax rates, and do not reﬂect the impact of state and local taxes . Ac-

tual after-tax returns depend on the investor's tax situation and may differ from those shown .

The after-tax returns are not relevant to investors who hold their Fund shares through tax-

deferred arrangements   such as 401(k) plans or individual retirement accounts, or to inves-

tors who are tax exempt .

Investment Advisor: Fenimore Asset Management, Inc .

Portfolio Co-Managers: Thomas O . Putnam, Chairman and John D . Fox, CFA of Fenimore Asset Manage-

ment, Inc . Mr . Putnam has managed the Fund since 1987 . Mr . Fox has co-managed the Fund since 2000 .

Purchase and Sale of Fund Shares: The minimum initial purchase is $500 for a regular account and $100 for

an individual retirement account . The minimum subsequent investment is $50 . You may redeem shares by

mail or fax (518 .234 .7793) . Redemption proceeds will be sent by check to the address of record or by elec-

tronic bank transfer .

For important information about taxes and financial intermediary compensation, please turn to the sec-

tions titled "Tax Information" and "Financial Intermediary Compensation" on page 9.

5

FAM Equity-Income Fund

Advisor Share Class

Summary Section

Investment Objective: FAM Equity-Income Fund's investment objective is to provide current income as

well as long-term capital appreciation by investing primarily (at least 80% of its total assets) in income-produc-

ing stocks that pay dividends . The Fund distributes its income on a quarterly basis .

Fees and Expenses of the Fund: The tables below describe the fees and expenses that you

may pay if you buy and hold shares of the Fund .

S H A R E H O L D E R F E E S

(fees paid directly from your investment)

Advisor Class

Maximum sales charge (load) on purchase

none

Maximum deferred sales charge (load)

none

Redemption fee (applicable if redeemed within the first

1.00%

eighteen months of purchase)

A N N UA L F U N D O P E R AT I N G E X P E N S E S

(expenses that you pay each year as a percentage of the value of your investment)

Advisor Class

Management Fees

1.00%

Distribution and Service (12b-1) Fees

1.00%

Other expenses¹

0.40%

Acquired Fund Fees and Expenses

0.01%

Total Annual Fund Operating Expenses

2.41%

Fee Waiver and/or Expense Reimbursement

0.01%

Total annual fund operating expenses after fee waiver

and/or expense reimbursement

2.40%

1

FAdvisor Class shares to 2.40% of its average daily net assets through May 1, 2012. This expense limitation agreement may only bAM has entered into a contractual agreement with FAM Equity-Income Fund to limit the total operating expenses of the Fund’s e

amended by the Fund's Board of Trustees. The expense limitation does not limit acquired fund fees and expenses.

Expense Example: This Example is intended to help you compare the costs of investing in

other mutual funds . The Example assumes that you invest $10,000 in the Fund for the time

periods indicated and then redeem all of your shares at the end of those periods . The Example

also assumes that your investment has a 5% return each year and that the Fund's operating

expenses remain the same . Although your actual costs may be higher or lower, based on these

assumptions your costs would be:

E X P E N S E E X A M P L E

1 YEAR

3 YEARS

5 YEARS

10 YEARS

Advisor Class

$344

$751

$1,285

$2,746

6

FAM Equity-Income Fund

Advisor Share Class

Summary Section

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities

(or "turns over" its portfolio) . A higher portfolio turnover rate may indicate higher transaction costs and

may result in higher taxes when Fund shares are held in a taxable account . These costs, which are not

reﬂected in annual fund operating expenses or in the Example, affect the Fund's performance . During the

most recent fiscal year, the Fund's portfolio turnover rate was 13 .38% of the average value of its portfolio .

Principal Investment Strategies: Fenimore Asset Management, Inc . ("Fenimore"), the investment advisor

to the Fund, employs a "value approach" in making its common stock selections . This approach is

based on Fenimore's belief that at any given point in time the stock price of a company may sell below

the company's "true business worth" . Factors considered in evaluating the true business worth include

the company's current earnings and Fenimore's opinion as to its future earnings potential . After identify-

ing a company whose securities are determined to have a favorable price-to-earnings relationship, Fenimore

plans to invest in such securities until the "true business worth" nears the market price of the company's

securities .

Under normal market conditions, the Fund will attempt to remain fully invested in common stocks and

securities that are convertible into common stocks, such as convertible bonds and convertible preferred

stocks . The fund may invest in the securities of issuers of all sizes and market capitalizations .

Principal Risks:

• Stock Market Risk - the value of stocks ﬂuctuate in response to the activities of individual compa-

nies and general stock market and economic conditions . Stock prices may decline over short or ex-

tended periods of time . Stocks are more volatile and riskier than some other forms of investments .

• Stock Selection Risk - the value stocks chosen for the Fund are subject to the risk that the market

may never realize their intrinsic value or their prices may go down .

• Small-Cap Risk - small capitalization companies may not have the size, resources or other assets of

large capitalization companies .

• Market Risk - the value of your investment will go up and down, which means that you could lose

money .

AnnualTotal Return: The following bar chart and table show some indication of the risks of investing in the

Fund . The bar chart shows changes in the Advisor Share Class performance since 2004 . The table shows

how Advisor Class shares' average annual returns (before and after taxes ) for the one year, five year and

since inception periods compared to those of the Russell 2000 Index . The Fund's past performance (be-

fore and after taxes) is not necessarily an indication of how the Fund will perform in the future . Updated

performance information may be obtained at the Fund's website www .famfunds .com .

7

FAM Equity-Income Fund

Advisor Share Class

Summary Section

F A M   E Q U I T Y- I N C O M E   F U N D

35%

25%

20. 61%

16. 50%

15%

13. 05%

4. 76%

5. 73%

Best Quarter (ended 6/30/09):

^5%

16.64%

‐5%

_‐4._58%

      Worst Quarter
                                                                                                                                                   (ended 12/31/08):

^‐15%

-22.29%

‐25%

‐35%

‐30. 12%

A V E R A G E   A N N U A L   T O T A L   R E T U R N

(for the years ending December 31, 2010)

A D V I S O R   C L A S S

Since Share Class

1 YEAR

5 YEARS      Inception (7/1/2003)

Return before taxes

16.50%

-0.19%

3.44%

Return after taxes on distributions

16.04%

-0.73%

2.98%

Return after taxes on distributions and sale of fund shares

10.71%

-0.27%

2.85%

Russell 2000 Index

26.85%

4.47%

9.13%

The after-tax returns shown in the table are calculated using the historical highest individual

federal marginal income tax rates, and do not reﬂect the impact of state and local taxes . Ac-

tual after-tax returns depend on the investor's tax situation and may differ from those shown .

The after-tax returns are not relevant to investors who hold their Fund shares through tax-

deferred arrangements   such as 401(k) plans or individual retirement accounts, or to inves-

tors who are tax exempt .

Investment Advisor: Fenimore Asset Management, Inc .

Portfolio Co-Managers: Thomas O . Putnam, Chairman and Paul C . Hogan, CFA of Fenimore

Asset Management, Inc . Mr . Putnam and Mr . Hogan have co-managed the Fund since

the Fund's inception in 1996 .

Purchase and Sale of Fund Shares: The minimum initial purchase is $500 for a regular account and $100 for

an individual retirement account . The minimum subsequent investment is $50 . You may redeem shares by

mail or fax (518 .234 .7793) . Redemption proceeds will be sent by check to the address of record or by elec-

tronic bank transfer .

For important information about taxes and financial intermediary compensation, please turn to the sections

titled "Tax Information" and "Financial Intermediary Compensation" on page 9.

8

Tax Information;

More About Investment Objectives,

Fund Management

The Investment Advisor

The Investment Advisor to FAM Funds is Fenimore Asset Management, Inc . ("Fenimore"),

which is a New York corporation majority-owned by Mr . Thomas O . Putnam and located at

384 N . Grand Street, Cobleskill, NY 12043 . Fenimore has been continuously offering

investment advisory and consulting services under contract since 1974 to individuals,profit sharing, IRA and Keogh plans, corporations, and non-profit organizations generallypension,

located in a service area that includes the continental United States . Mr . Putnam, Fenimore’s

principal investment professional, was born in 1944 . He has been actively employed as an

investment advisor with Fenimore since 1974, and holds responsibilities for Fenimore’s

iShareholder Services, Incnvestment management a ., each Fund’nd research s shareholder servicing agent and Fenimore Securities,activities . Mr . Putnam is the sole shareholder of FAM

Inc ., each Fund’s principal underwriter .

Portfolio Managers

Mr . Putnam co-manages both the FAM Value Fund and FAM Equity-Income Fund . The co-

managers share equally in the day-to-day management of each respective Fund’s investment

portfolio .

John D . Fox, CFA, serves as co-manager of FAM Value Fund with Mr . Putnam . Mr . Fox is

employed by Fenimore as Investment Research Analyst and has been actively involved in

research activities since he joined the firm in 1996 .

Paul C . Hogan, CFA, serves as co-manager of FAM Equity-Income Fund with Mr . Putnam .

He is also employed by Fenimore as Investment Research Analyst . He has been actively

involved in investment research activities since he jointed the firm in 1991 .

Additional information about the portfolio managers’ compensation arrangements, other

accounts managed by the portfolio managers, and the portfolio managers’ ownership of

securities of the Funds is available in the Funds’ Statement of Additional Information .

Fenimore employs a staff of experienced investment professionals to manage assets for other

corporate and individual clients .

As principal officer of Fenimore, Mr . Putnam serves as President and as a member of the Board

of Trustees of Fenimore Asset Management Trust . Under the terms of the investment advisory

contract, Fenimore receives a monthly fee from each Fund equal to 1% per annum of the

average daily market value of its net assetslimitation agreements with FAM Value Fund and F . Fenimore has entered into contractual expenseAM Equity-Income Fund pursuant to

12

Fund Management

which it has agreed to limit the total operating expenses (excluding acquired fund fees and

expenses and certain other expenses) of each Fund’s Advisor Class shares to 2 .28% and 2 .40%,

respectively, through May 1, 2012 . These expense limitation agreements may only be amended

by the Funds’ Board of Trustees . A discussion regarding the basis for the Trustees’ approval of

the investment advisory contract is available in the Funds’ Annual Report to Shareholders dated

December 31, 2010 .

FAM Funds, the Advisor and Fenimore Securities, Inc . have jointly adopted a Code of Ethics

which places certain express restrictions on the personal trading practices of personnel of both

the Funds and Fenimore . In addition, FAM Funds and Fenimore have developed procedures

that provide for the administration and enforcement of the Code through the continuous

monitoring of personal trading practices .

13

Shareholder Information

Pricing Fund Shares

The share price (also called “Net Asset Value” or "NAV" per share) is calculated each day

at the close of regular trading on the New York Stock Exchange and on such days as there is

sufficienton weekends and on the following holidays: New Ytrading in a Fund’s portfolio of securities . Theear’s DayNew Y, Martin Luther King, Jrork Stock Exchange is closed . Day,

President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving

and Christmas . Securities in each Fund’s portfolio will

-

ket quotes . If market quotations are not available, securities or other assets will be valued byordinarily be valued based upon mar

a method which the Board of Trustees believes most accurately reflects fair value . To calculate

the NAV, a Fund’s assets are valued and totaled, liabilities are subtracted, and the balance,

called net assets, is divided by the number of shares outstanding .

Householding of Shareholder Mailings

To reduce the volume of mail you receive, each Fund will send a single copy of most financial

reports, prospectuses, and regular communications to a shareholder with multiple accounts

-

(single, retirement, joint, etcably believes that the Shareholders are members of the same family .) if such accounts have the same address and the Fund reason . You may request that

additional copies be sent by notifying the Funds .

Purchasing and Adding to Your Shares

To establish an account, complete and sign the appropriate application and mail it, along

with your check to FAM Funds, PO Box 399, Cobleskill, NY 12043 . Checks should be made

payable to the appropriate Fund . FAM reserves the right to refuse third party checks and any

"bank starter check ." Please be sure to provide your Social Security or taxpayer identification

number . Cash will not be accepted . Any applications received not following the above guide-

lines will be returned .

The date on which your purchase is credited is your trade date . For purchases made by check

or Federal Funds wire and received by the close of regular trading on the New York Stock

Exchange (generally 4:00 p .m . Eastern time) the trade date is the date of receipt . For purchases

received after the close of regular trading on the Exchange the trade date is the next business

day . Shares are purchased at the NAV determined on your trade date .

FAM reserves the right to reject purchase applications or to terminate the offering of shares

made by this prospectus if, in the opinion of the Board of Trustees, such termination and/or

rejection would be in the best interest of existing shareholders . In the event that your check

does not clear, your order(s) will be canceled and you may be liable for losses or fees incurred,

or both . FAM has a policy of waiving the minimum initial investment for Fund trustees, and

employees and affiliated persons (including family members) of FAM .

All applications to purchase Fund shares are subject to acceptance by FAM and are not bind-

ing until so accepted . FAM does not accept telephone orders for the purchase of shares, and

it reserves the right to reject applications in whole or in part .

14

Shareholder Information

Important Information About Procedures

for Opening an Account

To help the government fight the funding of terrorism and money laundering activities, Federal

law requires all financial institutions, including the Funds, to obtain, verify and record infor-

mation that identifies each person who opens an account, and to determine whether such

person’s name appears on government lists of known or suspected terrorists and terrorist

organizations .

What this means for you: the Funds must obtain the following information for each person

who opens an account: (1) Name; (2) Date of birth (for individuals); (3) Physical residential

address (although post office boxes are still permitted for mailing); and (4) Social Security

Number, Taxpayer Identification Number or other identifying number .

You may also be asked to show your driver’s license, passport or other identifying documents

in order to verify your identity . Additional information may be required to open accounts for

corporations and other nonnatural persons .

Federal law prohibits the Funds and other financial institutions from opening accounts unless

the minimum identifying information listed above is received. The Funds may also be required

to close your account if we are unable to verify your identity.

Account Minimums

To begin an investment in FAM Funds the following minimum initial investments must

be met . All subsequent investments to an existing account require a minimum of $50 .

M I N I M U M I N I T I A L I N V E S T M E N T S

FAM VALUE FUND

FAM EQUITY-INCOME FUND

To open a new account

$500

$500

To open a new retirement account

IRA, Roth IRA, SEP, SIMPLE IRA,

403(b)(7), Coverdell ESA or Individual (k)

$100

$100

To open a Uniform Transfer to Minors

(UTMA) or Uniform Gift to Minors (UGMA)

$500

$500

To open a new account through our

Automatic Investment Program*

$500

$500

*FAM’s Automatic Investment Plan requires the systematic addition of at least $50 per month, as described below.

15

Shareholder Information

IRA and Retirement Accounts

An individual having earned income and her or his spouse may each have one or more IRAs,

the number and amounts limited only by the maximum allowed contribution per year .

Existing IRA accounts may be rolled over or transferred at any time into a new IRA, which

may be invested in Fund shares . U .S . Bank is empowered and agrees to act as custodian of

shares purchased . Monies deposited into an IRA may be invested in shares of one of the Funds

upon the filing of the appropriate forms . Forms establishing IRAs, Roth IRAs, SEP Accounts,

SIMPLE IRAs, 403(b)(7) Plans, Coverdell ESAs and Individual (k) Plans are available by

calling FAM Funds at (800) 932-3271 . There is no annual maintenance fee. Investors are

urged to consult with a tax advisor in connection with the establishment of retirement

plans .

Monies or deposits into other types of retirement plans and/or Keogh accounts may also be

invested in FAM Fund shares . However, the qualification and certification of such plans must

first be prearranged by the investor’s own tax specialists who would assist and oversee all

plan compliance requirements . Although FAM endeavors to provide assistance to those inves-

tors interested in such plans, it neither offers nor possesses the necessary professional skills

or knowledge regarding the establishment or compliance maintenance of retirement plans .

Therefore, it is recommended that professional counsel be retained by the investor before

investing such monies in shares of FAM Funds .

No signature guarantee is required if a shareholder elects to transfer an IRA, Roth IRA, SEP

Account, SIMPLE IRA, 403(b)(7) Plan, Coverdell ESA or Individual (k) Plan to another

custodian or in the event of a mandatory distribution .

Purchases Through Selected Dealers

Certain Selected Dealers may affect transactions of the FAM Funds . FAM may accept orders

from broker-dealers who have been previously approved by the Funds . It is the responsibility

of such broker-dealers to promptly forward purchase or redemption orders to the Funds . If

the broker-dealer submits trades to the Funds, the Funds will use the time of day when such

entity or its designee receives the order to determine the time of purchase or redemption and

will process the order at the next closing price computed after acceptance . Broker-dealers may

charge the investor a transaction-based fee for their services at either the time of purchase or

the time of redemption . Such charges may vary amongst broker-dealers, but in all cases will

be retained by the broker-dealer and not remitted to FAM or the Advisor . The Advisor may

make payments to such companies out of its own resources to compensate these companies

for certain administrative services provided in connection with the Funds . Shareholders who

wish to transact through a broker-dealer should contact FAM at (800) 932-3271 for further

information .

17

Shareholder Information

Payments to Third Parties by the Advisor

The Advisor and its affiliates, including the Distributor, may, out of their own resources, and

without additional direct cost to the Funds or their shareholders, provide compensation to

certain financial intermediaries, such as broker-dealers and financial advisers, in connection

with sales of shares of the Funds (“revenue sharing”) . This compensation is generally made

to those intermediaries that provide shareholder servicing, marketing support, broker educa-

tion, and/or access to sales meetings, sales representatives and management representatives

of the intermediary .   Compensation may also be paid to intermediaries for inclusion of the

Funds on a sales list, including a preferred or select sales list, mutual fund “supermarket”

platforms and other formal sales programs, or as an expense reimbursement in cases where

the intermediary provides shareholder services to shareholders of the Funds . Revenue shar-

ing payments are in addition to any distribution or servicing fees payable under a Rule 12b-1

or service plan of the Funds or any record keeping or sub-transfer agency fees payable by the

Funds .   You should note that if one mutual fund sponsor makes greater distribution assis-

tance payments than another, your broker or financial adviser and his or her firm may have

an incentive to recommend one fund complex over another .

Distribution and Service (12b-1 Fees)

The Advisor Class funds have adopted a Service and Distribution Plan for the Advisor Class

shares pursuant to Rule 12b-1 under the Investment Company Act of 1940 . Each Fund may

make payments under the Plan for the purpose of financing any activity primarily intended

to result in the sale of Advisor Class shares . 12b-1 fees compensate Fenimore Securities, Inc .

(the "Distributor") and other dealers and investment representatives for services and expens-

es relating to the sale and distribution of a Fund's Advisor class shares and/or for providing

shareholder services .   12b-1 fees are paid from Fund assets on an ongoing basis, and over

time these fees will increase the cost of your investment and may cost you more than paying

other types of sales charges .   The maximum amount that a Fund may pay in distribution fees

under its 12b-1 plan for Advisor Class shares is 0 .75% of its average daily net assets .   A Fund

may also pay up to 0 .25% of its average daily net assets for shareholder servicing . The Distribu-

tor and the Advisor, at their expense, may provide compensation to dealers in connection with

sales of shares of a Fund .

18

Shareholder Information

Dividend and capital gain distributions are reinvested in additional Fund shares in your

account, unless you select another option on your account application form . Investors who

want dividends and/or capital gains distributions sent to them in cash rather than invested

in additional shares must arrange this by making a request to FAM . The request must be in

written form acceptable to FAM . Unless investors request cash distributions in writing at

least 7 business days prior to the distribution, or on the Account Application, all dividends

and other distributions will be reinvested automatically in additional shares of the Funds .

Capital gains, if any, will be distributed in December .

The value of your shares will be reduced by the amount of dividends and/or capital gains . If

you purchase shares shortly before the record date for a dividend or the distribution of

capital gains, you will pay the full price for the shares and receive some portion of the price

back as a taxable dividend or distribution .

Tax Information

Curently effective tax legislation generally provides for a maximum tax rate for individual

taxpayers of 15% on long-term capital gains and on income from certain qualifying dividends

on certain corporate stock . These rates are scheduled to expire after 2012 . These rate reduc-

tions do not apply to corporate taxpayers . Distributions of earnings from dividends paid by

certain “qualified foreign corporations” can also qualify for the lower tax rates on qualifying

dividends . A shareholder will also have to satisfy a more than 60 day holding period for the

Fund shares with respect to any distributions of qualifying dividends in order to obtain the

benefit of the lower tax rate . Distributions of earnings from non-qualifying dividends, inter-

est income, other types of ordinary income and short-term capital gains will be taxed at the

ordinary income tax rate applicable to the taxpayer . Distributions designated by a Fund as

long-term capital distributions will be taxable to you at your long-term capital gains rate,

regardless of how long you have held your Fund shares . An exchange of Fund shares for

shares of another fund is considered a sale, and gains from any sale or exchange may be

subject to federal and state taxes . Dividends generally are taxable in the year in which they

are accrued, even if they appear on your account statement the following year . Dividends and

distributions are treated the same for federal tax purposes, whether you receive them in cash

or in additional shares of the Fund . Depending on your residence for tax purposes, distribu-

tions may also be subject to state and local taxes .

If you hold shares through a tax-deferred account, such as a retirement plan, income and

gains will not be taxable each year . Instead, the taxable portion of amounts you hold in a

tax-deferred account will generally be subject to tax only when they are distributed from the

account .

You will be notified by February 15th each year, through our “Supplementary Tax

Information” flyer, about the federal tax status of distributions made the previous year .

21

Shareholder Information

The Funds are required to withhold 28% (currently scheduled to increase to 31% after 2012)

of taxable dividends, capital gains distributions and redemptions paid to shareholders who

have not provided the Funds with their certified taxpayer identification number in compliance

with IRS rules . To avoid this, make sure you provide your correct tax identification number

(Social Security Number for most investors) on your account application .

This tax discussion is meant only as a general summary . Because everyone’s tax situation is

unique, you should consult your tax professional about particular consequences to you of

investing in the Funds .

Frequent Trading Policy . The Funds are intended for long-term investors and not for

those who wish to trade frequently in Fund shares . Frequent trading into and out of a

Fund can have adverse consequences for that Fund and for long-term shareholders in the

Fund . The Trust believes that frequent or excessive short-term trading activity by share-

holders of a Fund may be detrimental to long-term shareholders because those activities

may, among other things: (a) dilute the value of shares held by long-term shareholders;

(b) cause the Funds to maintain larger cash positions than would otherwise be necessary;

(c) increase brokerage commissions and related costs and expenses; (d) incur additional

tax liability . The Trust therefore discourages frequent purchase and redemptions by

shareholders and it does not make any effort to accommodate this practice . To protect

against such activity, the Board of Trustees has adopted policies and procedures that are

intended to permit the Funds to curtail frequent or excessive short-term trading by share-

holders . At the present time the Trust does not impose limits on the frequency of pur-

chases and redemptions, nor does it limit the number of exchanges into any of the Funds .

The Trust reserves the right, however, to impose certain limitations at any time with

respect to trading in shares of the Funds, including suspending or terminating trading

privileges in Fund shares, for any investor whom it believes has a history of abusive trad-

ing or whose trading, in the judgment of the Trust, has been or may be disruptive to the

Funds . The Funds’ ability to detect and prevent any abusive or excessive short-term trad-

ing may be limited to the extent such trading involves Fund shares held through omnibus

accounts of a financial intermediary .

Disclosure of Fund Portfolio Holdings . On a quarterly basis, the Funds disclose on their

website, www .famfunds .com, each Fund’s entire portfolio holdings and certain additional

information regarding their portfolios (e .g ., Top Ten holdings, asset allocation, sector

breakdown) . The information will generally be available no earlier than the 10th business

day following the quarter-end and shall remain on the website until the next quarter’s

information is made publicly available . A complete list of each Fund’s portfolio holdings

is also publicly available on a quarterly basis through filings made with the SEC on Forms

N-CSR and N-Q . A description of the Funds’ policies and procedures with respect to the

disclosure of the Funds’ portfolio securities is provided in the Statement of Additional

Information (SAI) .

22

Financial Highlights

The financial highlights provide information about each Fund’s financial history and are

expressed in one share

Fund’s financial statements which are included in its aoutstanding throughout each fiscal yearnnual rep . Each table is part of tort and are incorporatehde

herein by reference from the Statement of Additional Information, which is available upon

request . The total returns in the table represent the rate that an Investor Class shareholder

would have earned or lost on an investment in the Fund, assuming reinvestment of all divi-

dends and capital gains . For the fiscal years ending December 31, 2007, 2008 , 2009and

2010, this information has been audited by BBD,LLP the Funds' independent registered

public accounting firm, whose report on the Funds' financial statements is included in the

Funds' annual report which is available upon request .

23

Financial HighlightsFinancial Highlights

F A M V A L U E F U N D - A D V I S O R C L A S S S H A R E S

Per share information

Years Ended December 31,

(For a share outstanding throughout the year)

2010

2009

2008

2007

2006

Net asset value, beginning of year

$37.81

$30.99

$44.39

$48.91

$47.37

Income/Loss from investment operations:

Net investment loss^†

(0.31)

(0.28)

(0.22)

(0.28)

(0.25)

Net realized and unrealized

gain (loss) on investments

6.61

7.10

(13.18)

(0.67)

4.03

Total from investment operations

6.30

6.82

(13.40)

(0.95)

3.78

Less distributions:

Dividends from net investment income

—

—

—

—

—

Distributions from net realized gains

(0.59)

—

—

(3.57)

(2.24)

Total distributions

(0.59)

—

—

(3.57)

(2.24)

Change in net asset value for the year

5.71

6.82

(13.40)

(4.52)

1.54

Net asset value, end of year

$43.52

$37.81

$30.99

$44.39

$48.91

Total Return

16.65%

22.01%

(30.19)%

(1.91)%

7.96%

Ratios/supplemental data

Net assets, end of year (000)

$4,540

$4,369

$4,294

$7,591

$8,494

Ratios to average net assets of:

Expenses

2.23%

2.26%

2.24%

2.19%

2.18%

Net investment loss

(0.79)%

(0.86)%

(0.56)%

(0.55)%

(0.51)%

Portfolio turnover rate

5.08%

7.55%

12.60%

8.74%

17.53%

†

Based on average shares outstanding.

24

Financial Highlights

F A M E Q U I T Y- I N C O M E F U N D - A D V I S O R C L A S S S H A R E S

Per share information

Years Ended December 31,

(For a share outstanding throughout the year)

2010

2009

2008

2007

2006

Net asset value, beginning of year

$15.86

$13.18

$18.86

$21.39

$21.33

Income/Loss from investment operations:

Net investment income/(loss)^†

0.19

0.03

0.06

(0.03)

(0.10)

Net realized and unrealized

gain (loss) on investments

2.41

2.68

(5.74)

(0.95)

1.33

Total from investment operations

2.60

2.71

(5.68)

(0.98)

1.23

Less distributions:

Dividends from net investment income

(0.19)

(0.03)

—

—

—

Distributions from net realized gains

—

—

—

(1.55)

(1.17)

Total distributions

(0.19)

(0.03)

—

(1.55)

(1.17)

Change in net asset value for the year

2.41

2.68

(5.68)

(2.53)

0.06

Net asset value, end of year

$18.27

$15.86

$13.18

$18.86

$21.39

Total Return

16.50%

20.61%

(30.12)%

(4.58)%

5.73%

Ratios/supplemental data

Net assets, end of year (000)

$1,625

$1,646

$1,759

$3,346

$3,921

Ratios to average net assets of:

Before waivers:

Expenses

2.41%

2.47%

2.41%

2.32%

2.28%

Net investment income/(loss)

1.10%

0.11%

0.33%

(0.12)%

(0.45)%

After waivers:

Expenses

2.40%

2.40%

2.40%

2.32%

2.28%

Net investment income/(loss)

1.11%

0.18%

0.34%

(0.12)%

(0.45)%

Portfolio turnover rate

13.38%

10.51%

17.58%

16.16%

19.01%

†

Based on average shares outstanding.

25

To Obtain Additional Information

STATEMENT OF ADDITIONAL INFORMATION

for

FAM VALUE FUND

FAMVX

FAM EQUITY-INCOME FUND

FAMEX

INVESTOR CLASS SHARES

Dated: May 1, 2011

_______________________________________

384 North Grand Street, P.O. Box 399, Cobleskill, NY 12043

Telephone Number (800) 932-3271

www.famfunds.com

FENIMORE ASSET MANAGEMENT TRUST

The FAM FUNDS currently offer two diversified open-end mutual funds, FAM Value Fund and FAM Equity-Income

Fund (the “Funds”). Each of the Funds is a separate investment series of Fenimore Asset Management Trust (the

“Trust”), which is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management

investment company.

This Statement of Additional Information is not a Prospectus but rather should be read in conjunction with the

Prospectus for the Investor Class shares of the Funds dated the same date. A copy may be obtained without charge

from the Funds by calling or writing the address and telephone number noted above. The financial statements for the

Funds are incorporated by reference into this Statement of Additional Information in their entirety.

FAM Funds — Statement of Additional Information

Table of Contents

Investment Objective and Policies......................................................................................... 3

Additional Investment Techniques and Related Risks........................................................... 4

Investment Restrictions.......................................................................................................... 5

History and Background of Investment Advisor .................................................................. 5

Board of Trustees and Officers……………………………………………………………...8

Proxy Voting ........................................................................................................................ 14

Control Persons and Principal Security Holders.................................................................. 15

Principal Underwriter........................................................................................................... 16

Other Service Providers ....................................................................................................... 16

Information About the Trust................................................................................................. 16

Brokerage Allocations.......................................................................................................... 16

Net Asset Value Calculation................................................................................................. 17

Performance Information ..................................................................................................... 17

Financial Statements ............................................................................................................ 19

Certain Federal Income Tax Considerations ........................................................................ 19

Tax Status of the Funds................................................................................................... 19

     Funds Investments .......................................................................................................... 20

     Distributions.................................................................................................................... 20

     Dispositions..................................................................................................................... 21

     Foreign Shareholders ...................................................................................................... 21

Disclosure of Fund Portfolio Holdings…………………………………………………….22

Investment Advisor:

Fenimore Asset Management, Inc.

384 North Grand Street

Cobleskill, NY   12043

2

FAM Funds — Statement of Additional Information

INVESTMENT OBJECTIVE AND POLICIES

The Trust offers two mutual funds with distinct investment objectives. FAM Value Fund has an investment objective

to maximize long term total return on capital. FAM Equity-Income Fund has an investment objective of providing

current income as well as long term capital appreciation by investing primarily (at least 80% of its total assets) in

income-producing equity securities. Normally investments will be concentrated in common stocks unless the stock

market environment has risen to a point where the advisor to the Funds, Fenimore Asset Management, Inc., (“Feni-

more” or “FAM”), can no longer find securities that have been determined by Fenimore to be undervalued. During

such periods, investments will be made in fixed-income investments until such time as more attractive common stocks

can be found for purchase.

It is the opinion of FAM that the objectives of the Funds are achievable when common stocks can be purchased near

to, or at, a discount from their true business worth. Specifically, FAM seeks to invest assets in companies that may

have some or all of the following characteristics: (a) low price-to-earnings multiples relative to the market as a whole,

based upon current and/or potential future earnings of the company; (b) high total returns on capital and with low

debt structures; and (c) sell at a market price per share that is near or at a discount to the per share book value -- an

accounting measure of economic worth. Although the objective is to select stocks with these characteristics, FAM is

aware that it is unrealistic to assume that each selection will have all or even several of the above characteristics.

FAM believes that the success of a stock that has some of the above characteristics is dependent upon and invari-

ably a reflection of the quality of management. Therefore, FAM spends time in an attempt to assess management’s

ability prior to making a commitment with Fund assets. The assessment may include an analysis of historical finan-

cial achievements of the company, direct discussions with management by telephone or in person, visitations to the

company, conversations with security analysts who actively follow the company for investment brokerage firms, and

discussions with competitors, suppliers, and customers of the company. While FAM feels this assessment technique

to be clearly instrumental to the success of the investment, it should be recognized that judgments made by FAM are

purely subjective in nature. Therefore, there can be no assurance that FAM will be successful in achieving its invest-

ment objectives for the Funds.

It is FAM’s belief that the objectives of the Funds can only be achieved consistently over a long investment horizon.

Typically, this will mean that a stock may be held for a three-to-five year period or longer if FAM, by its own determi-

nation, feels that the recognition of true business worth has not yet been attained in the stock’s current market quota-

tion. Thus, the Funds serve little purpose for investors who wish to take advantage of short-term fluctuations in net

asset values per share.

From time to time, FAM may also choose to invest some or all of the Funds’ assets in fixed-income investments of

the types more fully described in the Funds’ Prospectus dated this same date. Such investments will be purchased and

held during periods when FAM is unable to find stocks that it believes have return expectations commensurate with

the risks that must be assumed by their continued retention.

FAM recognizes that while the Funds remain small in size, FAM may have greater flexibility in achieving its objec-

tives. However, as the Funds grow in size, it may become more difficult for FAM to find securities to invest in that

meet the objectives of the Funds. This may also occur during periods when the stock market in general has been rising

for a long period of time. Therefore, FAM reserves unto itself the right to limit the asset size of the Funds by discon-

tinuing sales of their shares at any time. The Board of Trustees of the Funds may suspend sales whenever, in its collec-

tive wisdom, it believes it necessary in order for the Funds to continue to adhere to their stated objectives, or that for

other reasons it would be in the best interests of Fund shareholders to do so. While sales are suspended, existing share-

holder accounts will be able to continue to reinvest their dividends and will be able to continue to redeem their shares.

It should be clear to investors in FAM Funds that FAM believes income is an important factor in achieving its objec-

tives. Fenimore is aware that annual distributions of capital gains and dividend/interest income earned on shares may

3

FAM Funds — Statement of Additional Information

result in a shareholder paying additional federal, state and/or local income taxes. (See “Certain Federal Income Tax

Considerations”). Tax deferred portfolios, like IRA and pension monies, are ideally suited for investment in shares of

FAM Funds for these reasons.

ADDITIONAL INVESTMENT TECHNIQUES AND RELATED RISKS

Although each Fund will primarily invest in equity securities, subject to the investment policies and restrictions as de-

scribed in the Prospectus and in this Statement of Additional Information, each Fund may invest to a limited extent in

any of the following securities or pursue any of the following investment strategies which are not part of either Fund’s

principal investment strategies.

DERIVATIVES

The Funds may use futures, options or other forms of derivatives. To the extent a Fund invests in these derivative

instruments, the Fund will be subject to certain risks. These risks include possible default by the other party to the

transaction, illiquidity, and to the extent the Funds’ view as to certain market movements is incorrect, the risk that the

use of such transactions could result in losses greater than if they had not been used. The use of options may result in

losses to a Fund, force the sale or purchase of securities at inopportune times or for prices other than current market

values, limit the amount of appreciation a Fund can realize on its investments or cause a Fund to hold a security it

might otherwise sell. The ability of each Fund to engage in futures contracts and options on futures will be subject to

applicable rules of the Commodity Futures Trading Commission (“CFTC”).

BORROWING

Each Fund may borrow from banks for temporary or emergency purposes. The 1940 Act permits a Fund to borrow up

to an amount that has 300% asset coverage, which effectively permits a Fund to borrow up to one-third of its assets

measured after the borrowing, plus an additional 5% for temporary purposes. To the extent the Funds choose to bor-

row, the volatility of the Funds’ net asset value may increase. Additionally, money borrowed will be subject to interest

and other costs. These costs may exceed the gain on securities purchased with borrowed funds.

SECURITIES OF OTHER INVESTMENT COMPANIES

A Fund may invest in shares of other investment companies to the extent permitted by the Investment Company Act

of 1940, as amended (the “1940 Act”). To the extent that the Funds do invest in the shares of other investment compa-

nies, they will incur additional expenses due to the duplication of fees and expenses as a result of investing in other

investment vehicles.

SHORT-SALE TRANSACTIONS

The Funds may engage in short sales of securities. A short sale is a transaction in which the Fund sells a security it

does not own in anticipation that the market price of that security will decline. When a Fund makes a short sale, it

must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collat-

eral for its obligation to deliver the security upon conclusion of the sale. Generally, consistent with the 1940 Act, the

Funds would be permitted only to engage in short-sale transactions “against the box,” in which case a Fund owns or

has the right to obtain securities identical to those sold short. A Fund may incur transaction costs, including interest

expenses, in connection with opening, maintaining, and closing short sales.

LOANS OF PORTFOLIO SECURITIES

The Funds are permitted to engage in securities lending to the extent permitted by SEC policy. Qualified institutions

may borrow portfolio securities on a short-term basis. By reinvesting any cash collateral received in these transac-

tions, additional income gains or losses may be realized. The SEC currently permits loans of a mutual fund’s securities

up to one-third of its assets, including any collateral received from the loan, provided that loans are 100% collateral-

ized by cash or cash equivalents on a marked to market basis. The principal risk in lending securities is the possibility

that invested collateral will decline in value, or, as with other extensions of credit, a borrower may fail to honor its

obligations, causing a loss for a Fund.

4

FAM Funds — Statement of Additional Information

ADDITIONAL RISKS ASSOCIATED WITH CERTAIN ISSUERS

The Funds may make investments in the shares of issuers that have relatively short operating histories (typically, less

than three years), which may involve certain risks. Such companies may not have experience in operating through

prolonged periods of economic difficulty and, as a result, the price of their shares may be more volatile than the shares

of companies that have longer operating histories.

The Funds may also invest in the shares of issuers that do not have quoted markets. Such issuers generally do not have

financial and similar information about them readily available to the same extent that issuers having quoted markets

have available to investors. Such a lack of financial and related data may cause such issuer’s shares to experience

greater market volatility.

INVESTMENT RESTRICTIONS

Each Fund has adopted certain investment restrictions which cannot be changed or amended unless approved by the

vote of a majority of its outstanding shares in accordance with requirements under the Investment Company Act of

1940. Accordingly, no FAM Fund will:

(A)

Invest in the purchase and sale of real estate.

(B)

Invest in commodities or commodity contracts, except options, futures

contracts and options on futures contracts.

(C)

Borrow money, except in an amount not to exceed 33 1/3% of the value of

the Fund’s total assets.

(D)

Own more than 10% of the outstanding voting securities of any one issuer or company, nor will it, with at

least 75% of its total assets, invest more than 5% of its assets in any single issue, valued at the time of pur-

chase. This restriction shall not be applicable for investments in U.S. government or agency securities.

(E)

Invest more than 25% of its assets valued at the time of purchase in any one industry or similar groups of

industries, except U.S. government securities.

(F)

Maintain margin accounts, will not purchase its investments on credit or margin, and will not leverage its

investments, except for normal transaction obligations during settlement periods.

(G)

Underwrite or deal in offerings of securities of other issuers as a sponsor or underwriter in any way. (Note:

The Trust may be deemed an underwriter of securities when it serves as distributor of its own shares for sale

to or purchase from its shareholders.)

(H)

Make loans to others, except that each Fund may lend portfolio securities so long as no such loan is made

if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of the Fund’s total assets. For

these purposes the purchase of publicly distributed indebtedness is excluded and not considered making a

loan.

(I)

Issue senior securities, except to the extent permitted by the Investment Company Act of 1940, by SEC ex-

emptive order, or by the Commission.

HISTORY AND BACKGROUND OF INVESTMENT ADVISOR

The investment advisor to the Funds is Fenimore Asset Management, Inc. The company is a New York cor-

poration registered under the Investment Advisers Act of 1940 with the Securities and Exchange Commis-

sion. Fenimore is majority owned by Mr. Thomas O. Putnam, its principal officer, who is also the principal

5

FAM Funds — Statement of Additional Information

officer and a Trustee of the Funds. Fenimore was incorporated November 20, 1974, and has abeen continu-

ously offering investment advisory services since the date of its formation under the direction and control

of Mr. Putnam. The principal activity of Fenimore since 1974 has been to provide investment advisory and

consulting services under contract to individuals, pension, profit-sharing, IRA and Keogh retirement plans,

corporations, and non-profit organizations generally located in the service area that includes the continen-

tal U.S. Mr. Putnam has been employed or active as an investment advisor since 1974, managing invest-

ment accounts for clients. He has held responsibilities as President and Director of Fenimore’s investment

management and research activities. Mr. Putnam completed his undergraduate studies at the University

of Rochester, Rochester, NY, from which he earned a Bachelor of Arts Degree in Economics in 1966. He

completed graduate work at Tulane University, New Orleans, Louisiana, from which he received an MBA in

1968. John Fox, CFA, co-manager of FAM Value Fund, is employed by Fenimore as Investment Research

Analyst. He has been actively involved in investment and portfolio management and research activities

since 1996. Paul C. Hogan, CFA, co-manager of FAM Equity-Income Fund, is also employed by Fenimore

as Investment Research Analyst. He has been actively involved in investment research activities since 1991.

Fenimore employs a staff of experienced investment professionals to manage assets for other corporate and

individual clients. Since 1974, Fenimore, under the control and supervision of Mr. Putnam, has utilized a

value investment approach for each client and/or each account. In the opinion of Fenimore, the objectives

of FAM Funds can only be met if companies can be purchased at a significant discount from what Fenimore

views as their true business worth. In this regard a company is researched almost as if the entire company

could be purchased at current stock market prices. Although it will never be the intention of FAM to pur-

chase controlling interests in any such company, it is Fenimore’s belief that this fundamental valuation

approach removes emotionality from the investment decision-making process and minimizes the long term

risk of the investment. Fundamental to this approach is the seeking of securities of companies that have:

(1) demonstrated records of above-average growth of sales and earnings over the past 5 to 10 year span and

are selling at a price which Fenimore believes is at a discount from the true business worth of the company;

(2) become severely depressed in the market because of adverse publicity and are, thus, selling at a deep

discount to the perceived future potential value of the company; (3) the capability of achieving accelerated

growth of earnings and the current price understates this potential. Future values may be 100% or more of

the current price of the stock and recognition of these values may take two to five years or longer to be real-

ized in the stock market.

Fenimore will not invest assets of any other managed account in shares of the Funds except as directed in

writing by a person unaffiliated to the Funds or to Fenimore, having authority to make such direction. Feni-

more, as investment advisor to the Funds, renders such services under contract that provides for payment to

Fenimore of a fee, calculated daily and paid monthly, at the rate of 1% per annum of each Funds net as-

sets, which rate is consistent with that being charged by Fenimore to manage its other client accounts. This

contract is subject to the approval annually by the Funds’ Board of Trustees and is terminable upon 30 days

written notice, one party to the other.

With respect to FAM Value Fund, the total investment advisory fees paid by FAM Value Fund to Fenimore

during each of the last three fiscal years is as follows:

FISCAL YEAR ENDED

FISCAL YEAR ENDED

FISCAL YEAR ENDED

DECEMBER 31, 2010

DECEMBER 31, 2009

DECEMBER 31, 2008

$6,853,500

$5,965,289

$7,280,198

6

FAM Funds — Statement of Additional Information

With respect to FAM Equity-Income Fund, the total investment advisory fees paid by FAM Equity-Income

Fund to Fenimore during each of the last three fiscal years is as follows:

FISCAL YEAR ENDED

FISCAL YEAR ENDED

FISCAL YEAR ENDED

DECEMBER 31, 2010

DECEMBER 31, 2008

DECEMBER 31, 2007

$813,495

$700,249

$939,612

Each Fund is responsible for the costs of its own operation which include the fees of independent accoun-

tants, chief compliance officer, brokerage fees, routine administrative expenses, fund accounting expenses

and shareholder administrative services expenses. Expenses of “Interested Trustees” shall always remain

the responsibility of the investment advisor. All employees of the investment advisor who perform duties

for the Funds shall remain employees of the investment advisor, who shall bear all employment costs of

such staff. If Fenimore ceases to operate for any reason or assigns the contract, such contract is automati-

cally terminated.

Thomas O. Putnam and Paul C. Hogan are co-managers of the FAM Equity-Income Fund. Thomas O. Put-

nam and John D. Fox are co-managers of the FAM Value Fund.   The following table lists the number and

types of other accounts managed by each individual and assets under management in those accounts as of

December 31, 2010:

Other

Registered

Other Pooled

Investment

Assets

Investment

Assets

Assets

Total Assets

Portfolio

Company

managed

Vehicle

Managed

Other

Managed

Managed*

Manager

Accounts

($ millions)

Accounts

($ millions)

Accounts

($ millions)

($ millions)

Thomas O.

None

$0

1

$10.7

0

$0

$10.7

Putnam

Paul C. Hogan     None

$0

1

$10.7

0

$0

$10.7

John D. Fox

None

$0

1

$10.7

1

$.7

$11.4

* If an account has a co-portfolio manager, the total number of accounts and assets have been allocated to each respective man-

ager. Therefore, some accounts and assets have been counted twice.

As indicated in the table above, portfolio managers at the Adviser may manage accounts for multiple clients.

While the managers do not manage other registered investment companies, they do manage separate ac-

counts (i.e., accounts managed on behalf of individuals for public or private institutions). Portfolio man-

agers at the Adviser make investment decisions for each account based on the investment objectives and

policies and other relevant investment considerations applicable to that portfolio.

The management of multiple accounts may result in a portfolio manager devoting unequal time and atten-

tion to the management of each account. Although the Adviser does not track the time a portfolio manager

spends on a single portfolio, it does periodically assess whether a portfolio manager has adequate time and

resources to effectively manage all of the accounts for which he is responsible. The Adviser seeks to man-

age competing interests for the time and attention of portfolio managers by having portfolio managers focus

on a particular investment discipline or complementary investment disciplines. Most accounts within a par-

ticular investment discipline are managed using the same investment model. Even where multiple accounts

are managed by the same portfolio manager within the same investment discipline, however, the Adviser

may take action with respect to one account that may differ from the timing or nature of action taken, with

respect to another account. Accordingly, the performance of each account managed by a portfolio manager

will vary.

7

FAM Funds — Statement of Additional Information

Because a portfolio manager’s compensation may be affected by revenues earned by the Adviser, the incen-

tives associated with any given account may be higher or lower than those associated with other accounts.

In addition, to the extent that trade orders are aggregated, which typically occurs in limited circumstances

involving participation in initial public offerings or secondary offerings, conflicts may arise when aggre-

gating and/or allocating aggregated trades. The Adviser may aggregate multiple trade orders for a single

security in several accounts into a single trade order, absent specific client directions to the contrary. When

a decision is made to aggregate transactions on behalf of more than one account, the transactions will be al-

located to all participating client accounts in a fair and equitable manner.

The Adviser has adopted and implemented policies and procedures, including brokerage and trade allocation

policies and procedures, which it believes address the conflicts associated with managing multiple accounts

for multiple clients. The Adviser monitors a variety of areas, including compliance with account investment

guidelines, the allocation of initial public offerings, and compliance with the Adviser’s Code of Ethics.

The compensation of the portfolio managers varies with the general success of the Adviser as a firm. Each

portfolio manager’s compensation consists of a fixed annual salary, plus additional remuneration based on

the overall performance of the portfolio manager for the given time period. The portfolio managers’ com-

pensation is not linked to any specific factors, such as a Fund’s performance or asset level.

The dollar range of equity securities beneficially owned by the Funds’ portfolio managers in the Funds they

manage as of December 31, 2010 is as follows:

Dollar Range of Equity Securities Beneficially Owned

Portfolio Manager

FAM Equity-Income Fund

FAM Value Fund

Thomas O. Putnam

Over $1,000,000

Over $1,000,000

Paul C. Hogan

$100,001 - $500,000

$100,001 - $500,000

John D. Fox

$100,001 - $500,000

$100,001 - $500,000

BOARD OF TRUSTEES AND OFFICERS

Overall responsibility for management of the Funds rests with the Board of Trustees, which is elected by the

shareholders of the Funds. The Trustees elect the officers of the Funds to actively supervise the day-to-day

operations of the Funds. The Trustees and officers serve for an indefinite period of time. During the fiscal

year ended December 31, 2010, the Board met five times.

Board Leadership Structure. Mr. John McCormack, who is an Independent Trustee, serves as the Chair-

man of the Board and, in this role, oversees the functioning of the Board’s activities and acts as a liaison

between the Board, management and legal counsel to the Funds. The Chairman may perform such other

functions as may be requested by the Board from time to time. Except for any duties specified herein or

pursuant to the Trust’s Declaration of Trust and By-Laws, the designation of Chairman does not impose on

such Independent Trustee any duties, obligations or liability that are greater than the duties, obligations or

liability imposed on such person as a member of the Board. The Board has designated a number of stand-

ing committees, as further discussed below, each of which has a Chairman. The Board may also designate

working groups or ad hoc committees as it deems appropriate, from time to time.

The Board regularly reviews this leadership structure and believes it to be appropriate because it allows the

Board to exercise informed and independent judgment over matters under its purview, and it allocates areas

of responsibilities among committees of Trustees and the full Board in a manner that enhances effective

oversight.

8

FAM Funds — Statement of Additional Information

Trustee Qualifications. There are no specific required qualifications for Board membership. The Board believes

that the different perspectives, viewpoints, professional experience, education and individual attributes of each

Trustee represent a diversity of experiences and skills. In addition to the table below, the following is a brief dis-

cussion of the specific experience, qualifications, attributes and skills that led to the conclusion that each person

identified below is qualified to serve as a Trustee.

Fred “Chico” Lager – As the former President and Chief Executive Officer of a publicly traded company, Mr.

Lager has extensive experience and background in corporate and financial matters and has been designated as

one of the Board’s three financial experts on its Audit Committee. He also has experience as a director of several

public and privately held companies. In addition, Mr. Lager also has had long-standing service as a member of

the Board of Trustees.

C. Richard Pogue – As a former executive with the Investment Company Institute, the trade association for the in-

vestment company industry, Mr. Pogue has extensive experience and background dealing with investment compa-

nies and their operations. In addition, he also has had long-standing service as a member of the Board of Trustees.

John McCormack – As a former executive with a large financial services, retirement planning and insurance

organization for which he oversaw the development and operation of a family of mutual funds, Mr. McCormack

has extensive experience and background with the management and operation of mutual funds and their service

providers. In addition, he also has had long-standing service as a member of the Board of Trustees.

Barbara Weidlich – As the former president of the National Investment Company Service Association (“NICSA”),

the trade association serving the operations sector of the mutual fund industry, and a former executive with a fund

services company, Ms. Weidlich has extensive experience and background dealing with the management and op-

eration of investment companies and their service providers. In addition, she also has had long-standing service

as a member of the Board of Trustees.

Kevin J. McCoy – As a certified public accountant with over 35 years of experience in the industry, Mr. McCoy

has extensive experience and background in the auditing of operating companies and in business and financial

matters. Mr. McCoy has also been designated as one of the Board’s three financial experts on its Audit Commit-

tee, of which he is the Chairman.

Paul Keller - As a certified public accountant and former PricewaterhouseCoopers LLP assurance partner with

over 30 years of experience in the mutual fund industry, Mr. Keller has extensive experience as an auditor and

business advisor to mutual funds and related service companies, as well as, other financial services companies.

Mr. Keller has also been designated as one of the Board’s three financial experts on its Audit Committee.

Thomas O. Putnam – Through his positions as founder, director, Chairman and portfolio manager with Fenimore

Asset Management, Inc., the investment adviser to the Funds Mr. Putnam has extensive experience and back-

ground in the management and operation of registered investment companies, enabling him to provide manage-

ment input and investment guidance to the Board. He also has had long-standing service as a Trustee of the

Board.

9

FAM Funds — Statement of Additional Information

The names of Trustees and officers of the Funds, and their respective duties and affiliations are as follows:

Position(s) Held    Principal

Number of

Other

Name,

With Fund and

Occupation(s)

Portfolios in

Director-

Address, and

Length of Time      During Past

Fund Complex*     ships

Age

Served

5 Years

Overseen

Held by

By Trustee

Trustee

INDEPENDENT

TRUSTEES**

Fred “Chico” Lager

Trustee since

Business Consultant;

2

None

384 North Grand St.

1996

Retired President & CEO of

Cobleskill, NY 12043

Ben & Jerry’s Homemade, Inc.

Age: 56

C. Richard Pogue

Trustee since

Retired Executive Vice President,    2

None

384 North Grand St.

2000

Investment Company Institute

Cobleskill, NY 12043

Age: 74

John McCormack

Trustee since

Retired Group President,

2

None

384 North Grand St.

2004

TIAA-Cref Enterprises

Cobleskill, NY 12043

Age: 66

Barbara Weidlich

Trustee since

Retired President, National In-

2

None

384 North Grand St.

2004

vestment Company Service

Cobleskill, NY 12043

Association; Managing Director-

Age: 66

DEXIA BIL Fund Services,

Dublin, Ireland

  Kevin J. McCoy, CPA    Trustee since

Principal, Marvin and Company,     2

None

384 North Grand St

March 2007

P.C., certified public accounting

Cobleskill, NY 12043

firm

Age:   58

  Paul Keller, CPA

Trustee since

Retired Partner,

2

None

384 North Grand St

August 2010

PricewaterhouseCoopers, LLP

Cobleskill, NY 12043

Age: 56

10

FAM Funds — Statement of Additional Information

INTERESTED

Position(s) Held      Principal

Number of

Other

TRUSTEES &

With Fund and

Occupation(s)

Portfolios in

Director-

OFFICERS

Length of Time

During Past

Fund Complex*   ships

Served

5 Years

Overseen

Held by

By Trustee

Trustee

Thomas O. Putnam***      President

Chairman,

2

None

384 North Grand St.

Since 1986;

Fenimore Asset Management

Cobleskill, NY 12043

Chairman from

Age: 66

1986-

November 2004

Joseph A. Bucci

Secretary and

Chief Financial Officer,

N/A

N/A

384 North Grand St.

Treasurer since

Fenimore Asset Management

Cobleskill, NY 12043

2000

Age: 57

  Charles Richter, Esq.

Chief Compli-

March 2005 to Present,

N/A

N/A

384 North Grand St.

ance Officer and     Chief Compliance Officer,

Cobleskill, NY 12043

Anti-Money

Fenimore Asset Manage-

Age: 54

Laundering

ment Trust. November 2004

Compliance

to Present, Chief Compli-

Officer since

ance Officer, Fenimore Asset

2005

Management, Inc., Fenimore

Securities, Inc.

*

“Fund Complex” includes the two series of the Trust, FAM Value Fund and FAM Equity Income

Fund.

**

The “Independent Trustees” are those Trustees that are not considered “interested persons” of the

Trust, as that term is defined in the 1940 Act.

***      Mr. Putnam, by virtue of his employment with Fenimore Asset Management, Inc., the Trust’s

investment adviser, is considered an “interested person” of the Trust.

The Trustees have established an Audit Committee, a Nominating and Corporate Governance Committee,

and a Valuation Committee. The Audit Committee, which is composed of at least three of the Trust’s Inde-

pendent Trustees, is composed of Messrs. Keller, Lager, Pogue, McCormack, McCoy and Ms. Weidlich. The

Audit Committee: (i) selects the Trust’s independent registered public accounting firm and recommends to

the Board of Trustees the selection; (ii) annually reviews the scope of the proposed audit, the audit proce-

dures to be utilized and the proposed audit fees; (iii) reviews the annual audit with the independent regis-

tered public accounting firm; (iv) reviews the annual financial statements of the Funds, and (v) reviews the

adequacy and effectiveness of internal controls and procedures. For the year ended December 31, 2010, the

Audit Committee met twice.

11

FAM Funds — Statement of Additional Information

The Nominating and Corporate Governance Committee is composed of the Independent Trustees, Messrs.

Keller, Lager, Pogue, McCormack, McCoy and Ms. Weidlich. The Nominating and Corporate Governance

Committee: (i) recommends nominees to the full Board for election to the Board of Trustees; (ii) evaluates

each candidate’s qualifications for Board membership and his or her independence from the Trust’s invest-

ment manager and other principal service providers; (iii) periodically reviews the composition of the Board

of Trustees to determine whether it may be appropriate to add individuals with different backgrounds or

skills from those already on the Board; (iv) reviews Trustee compensation on an annual basis and recom-

mends any appropriate changes to the full Board; (v) oversees the Trust’s policies and procedures regarding

compliance with corporate governance policies; and (vi) periodically reviews the Board governance proce-

dures of the Trust and recommends any appropriate changes. The Committee does not have a stated policy

of considering nominees recommended by the Trust’s shareholders. The Nominating and Corporate Gover-

nance Committee met twice during 2010.

The Valuation Committee is composed of the Independent Trustees, Messrs. Keller, Lager, Pogue, McCor-

mack, McCoy and Ms. Weidlich. The purpose of the Valuation Committee is to oversee the implementation

of the Trust’s valuation procedures and to make fair value determinations on behalf of the Board as specified

in the Trust’s valuation procedures. The Valuation Committee meets on an as-needed basis to consider valu-

ation matters submitted for their review. For the year ended December 31, 2010, the Valuation Committee

was not required to hold any meetings.

For the fiscal year ended December 31, 2010, the dollar range of equity securities owned by each Trustee in

each Fund and the Fund Complex is as follows:

Aggregate Dollar Range

of Equity Securities in All

Dollar Range of

Funds Overseen by Trustee

Name of Trustee

Fund Name

Equity Securities in      in Family of Investment

the Fund

Companies

INDEPENDENT

TRUSTEES

Fred “Chico” Lager      FAM Value Fund

Over $100,000

Over $100,000

FAM Equity-Income Fund    Over $100,000

C. Richard Pogue

FAM Value Fund

Over $100,000

Over $100,000

FAM Equity-Income Fund    Over $100,000

John J. McCormack     FAM Value Fund

$10,001-50,000

$50,001-100,000

FAM Equity-Income Fund    $10,001-50,000

  Barbara V. Weidlich     FAM Value Fund

$10,001–50,000

$50,001–100,000

FAM Equity-Income Fund    $10,001–50,000

  Kevin J. McCoy

FAM Value Fund

Over $100,000

Over $100,000

FAM Equity-Income Fund    Over $100,000

  Paul Keller

FAM Value Fund

$50,001–100,000

Over $100,000

FAM Equity-Income Fund    $50,001–100,000

INTERESTED

TRUSTEES

Thomas O. Putnam      FAM Value Fund

Over $100,000

Over $100,000

FAM Equity-Income Fund    Over $100,000

Officers and Trustees of the Funds own less than 1% of each Fund’s shares outstanding.

12

FAM Funds — Statement of Additional Information

Trustees of the Funds not employed by Fenimore receive from the Funds a fee of $1,350 for each Board of

Trustees meeting, $12,000 annual retainer, $500 for each committee meeting, an additional fee of $1,500 for

attending offsite Board of Trustee meetings, and are reimbursed for all out-of-pocket expenses relating to

attendance at such meetings. The Independent Chairman is entitled to receive up to an additional $10,000

annual retainer. The Chairman of the Audit Committee receives an additional $1,500 annual retainer. The

$12,000 annual retainer is distributed exclusively in shares of the Funds. Trustees who are employees of

Fenimore do not receive compensation from the Funds.

For the fiscal year ended December 31, 2010, the Trustees received the following compensation from the

Funds and from certain other investment companies (if applicable) that have the same investment advisor as

the Funds or an investment advisor that is an affiliated person of the Funds’ investment advisor:

Aggregate

Total Compensation from

Compensation from

Registrant and Fund

the Funds Accrued as

Est. Annual

Complex (2 Funds) Paid

Part of Fund

Pension or

Benefits upon

to Trustees

Name of Trustee

Expenses

Retirement Benefits

Retirement

Thomas O. Putnam

$0

$0

$0

$0

  Paul Keller*

$9,775

$0

$0

$9,775

Fred “Chico” Lager

$18,225

$0

$0

$18,225

John J. McCormack      $23,225

$0

$0

$23,225

  Kevin J. McCoy

$19,725

$0

$0

$19,725

C. Richard Pogue

$18,225

$0

$0

$18,225

  Barbara V. Weidlich      $17,100

$0

$0

$17,100

*Mr. Keller became a Trustee on August 10, 2010.

Board Oversight of Risk Management. The Funds are subject to various risks including, among others,

investment, financial, compliance, valuation and operational risks. Day-to-day risk management functions

are included within the responsibilities of the Adviser and other service providers who carry out the Funds’

investment management and business affairs. The Adviser and other service providers each have their own,

independent interest in risk management, and their policies and procedures for carrying out risk manage-

ment functions will depend, in part, on their individual priorities, resources and controls.

The Board has not established a standing risk oversight committee. Instead, in fulfilling its risk oversight

responsibilities, the Board regularly solicits and/or receives reports from the Adviser, the Funds’ Chief

Compliance Officer (“CCO”) and from legal counsel. The Board has designated the CCO to oversee the

risk management processes, procedures and controls for the Trust. In this role, the CCO reports directly to

the Board’s Independent Trustees and provides quarterly reports to the Board, in addition to an annual report

to the Board in accordance with the Funds’ compliance policies and procedures and applicable regulatory re-

quirements. The CCO also regularly provides the Board with updates on the application of the Funds’ com-

pliance policies and procedures and how these procedures are designed to mitigate risk. In addition, as part

of the Board’s periodic review of the Funds’ advisory and other service provider arrangements, the Board

may consider risk management aspects of their operations and the functions for which they are responsible.

The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight

role in response to various relevant factors.

13

FAM Funds — Statement of Additional Information

PROXY VOTING

The Trust has delegated the proxy voting decisions on securities held in the Trust’s portfolios to Fenimore

in its capacity as investment advisor. Fenimore has adopted Proxy Voting Policies and procedures (“Proxy

Voting Policies”) which provide that proxies on securities will be voted for the exclusive benefit, and in

the best economic interest of the Trust’s shareholders, as determined by the investment advisor in good

faith, subject to any restrictions or directions of the Trust. Such voting responsibilities will be exercised in

a manner that is consistent with the general antifraud provisions of the Investment Advisors Act of 1940, as

well as the investment advisor’s fiduciary duties under federal and state law to act in the best interest of its

clients. The Board of Trustees of the Trust has approved the Proxy Voting Polices.

For routine proposals (such as those which do not change the structures, bylaws or operations of a com-

pany), Fenimore will generally vote in the manner recommended by management. Non-routine proposals

(such as those affecting corporate governance, compensation and other corporate events) and shareholder

proposals will generally be reviewed on a case by case basis. An investment analyst/portfolio manager will

review each such proposal and decide how the proxy will be voted. With respect to all non-routine propos-

als and shareholder proposals, if a decision is made to consider voting in a manner other than that recom-

mended by management, the analyst/portfolio manager will make a recommendation to a committee com-

prised of all investment analysts and portfolio managers (the “Proxy Voting Committee”) as to how to vote

the proxy and the Proxy Voting Committee will make the final determination as to how to vote the proxy in

the best economic interests of the client.

If Fenimore determines that voting a particular proxy would create material conflict of interests between its

interests or the interests of any affiliated parties and the interests of the Trust, Fenimore will either (i) dis-

close such conflict of interest to the Corporate Governance Committee of the Board of Trustees and obtain

the consent of the committee before voting the proxy (ii) vote such proxy based upon the recommendations

of an independent third party such as a proxy voting service; or (iii) delegate the responsibility for voting the

particular proxy to the Corporate Governance Committee of the Board of Trustees.

Information on how each of the Funds voted proxies relating to portfolio securities during each twelve-

month period ended June 30th is filed with the SEC on Form N-PX. This proxy voting information for

the Funds as presented on Form N-PX is available: (1) without charge, upon request by calling the Funds

at 800-932-3271; (2) on the Funds’ website at http://www.famfunds.com, and (3) on the SEC’s website at

http://www.sec.gov.

14

FAM Funds — Statement of Additional Information

CONTROL PERSONS AND PRINCIPAL SECURITY HOLDERS

As of April 12, 2010, the following entities owned beneficially or of record, for their own account or the ac-

counts of their customers, more than 5% of the outstanding Investor Class shares of the Funds, as indicated:

NAME AND ADDRESS OF

NAME OF FUND

BENEFICIAL OWNER*

PERCENT OF CLASS

  FAM Value Fund

National Financial Services Corp.

13.33%

200 Liberty Street 5th Floor

New York, NY 10281

Charles Schwab & Co., Inc.

FBO Schwab Customers

10.43%

101 Montgomery Street

San Francisco, CA 94104

NAME AND ADDRESS OF

NAME OF FUND

BENEFICIAL OWNER*

PERCENT OF CLASS

  FAM Equity-Income Fund

Thomas & Patricia Putnam

11.47%

c/o Fenimore Asset Management

384 N Grand Street/PO Box 310

Cobleskill, NY 12043

Fenimore Asset Management

8.55%

384 N Grand Street/PO Box 310

Cobleskill, NY 12043

National Financial Services Corp.

7.93%

200 Liberty Street 5th Floor

New York, NY 10281

Charles Schwab & Co., Inc.

6.24%

FBO Schwab Customers

101 Montgomery Street

San Francisco, CA 94104

*A party holding in excess of 25% of the outstanding voting securities of a Fund may be deemed to control

the Fund based on the substantial ownership interest held and the party’s resultant ability to influence voting

on certain matters submitted to shareholders for their consideration and approval.

15

FAM Funds — Statement of Additional Information

PRINCIPAL UNDERWRITER

Fenimore Securities, Inc. (the “Distributor”) serves as distributor of the shares of each Fund. In this capacity

it receives purchase orders and redemption requests relating to Fund shares. The Distributor is located at 384

North Grand Street, Cobleskill, New York 12043 and is an affiliate of Fenimore Asset Management, Inc., the

investment adviser to the Funds. Thomas O. Putnam is the majority shareholder of Fenimore Asset Manage-

ment, Inc. and the sole shareholder of Fenimore Securities, Inc.

OTHER SERVICE PROVIDERS

CUSTODIAN. U.S. Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, serves as custodian for the

Funds.

SHAREHOLDER SERVICES AGENT, FUND ACCOUNTING AGENT AND FUND ADMINISTRATIVE

AGENT; TRANSFER AGENT. FAM Shareholder Services, Inc., 384 North Grand Street, Cobleskill, New

York 12043, an affiliate of the Advisor, serves as shareholder services agent, fund accounting agent and fund

administrator for the Funds. The Trust is registered as a transfer agent with the U.S. Securities and Ex-

change Commission and acts as transfer agent for its own shares of beneficial interest.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. BBD LLP, 1835 Market Street 26th

Floor, Philadelphia, PA 19103, serves as the Funds’ independent registered public accounting firm.

FUND COUNSEL. Dechert LLP, 1775 I Street, N.W., Washington, D.C. 20006, serves as legal counsel to

the Trust.

INFORMATION ABOUT THE TRUST

The Trust, which is organized as a Massachusetts business trust, was established on June 18, 1986. The

Trust’s Declaration of Trust authorizes the Board of Trustees to issue an unlimited number of shares of ben-

eficial interest in the Trust and to divide the interests in the Trust into one or more series of shares. TheTrust

currently consists of the two series of shares and each series of shares consists of two separate classes, the

Investor Class Shares and the Advisor Class Shares. The Declaration of Trust is on file with the Secretary of

the Commonwealth of Massachusetts.

BROKERAGE ALLOCATIONS

It is Fenimore’s policy to allocate brokerage business to the best advantage and benefit of a Fund’s share-

holders. All securities transactions are made so as to obtain the most efficient execution at the lowest

transaction cost. Nothing in this policy, however, is to be construed to prohibit Fenimore from allocating

transactions to firms whose brokerage charges may include the cost of providing investment advisory or

research or other legally permitted services which Fenimore deems to be necessary and/or valuable to the

successful management of its assets. Each buy or sell order will be placed according to the type, size and

kind of order involved and as each condition may demand, so as to attempt to secure the best result for Feni-

more and Fund shareholders, all factors considered. For the fiscal years ending December 31, 2010, 2009,

and 2008, respectively, aggregate commissions paid totaled $140,787, $98,700, and $234,997 for FAM

Value Fund. With respect to FAM Equity-Income, for the fiscal years ending December 31, 2010, 2009, and

2008, respectively, the aggregate commissions paid totaled $42,803, $30,372, and $51,753. No commissions

were paid by either Fund to any affiliated parties.

16

FAM Funds — Statement of Additional Information

NET ASSET VALUE CALCULATION

The net asset value per share is computed by dividing the aggregate market value of a Fund’s assets daily,

less its liabilities, by the number of portfolio shares outstanding. Portfolio securities are valued and net asset

value per share is determined as of the close of business on the New York Stock Exchange (“NYSE”), which

currently is 4:00 p.m. (New York City time), on each day the New York Stock Exchange is open and on any

other day in which there is a sufficient degree of trading in Fund portfolio securities that the current net

asset value per share might be materially affected by changes in portfolio securities values. NYSE trading is

closed weekends and holidays, which are listed as New Years Day, Martin Luther King, Jr. Day, President’s

Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas.

Portfolio securities listed on an organized exchange are valued on the basis of the last sale on the date the

valuation is made. Securities that are not traded on that day, and for which market quotations are otherwise

readily available, and over-the-counter securities for which market quotations are readily available, are

valued on the basis of the bid price at the close of business on that date. Securities and other assets for which

market quotations are not readily available or have not traded are valued at fair value as determined by

procedures established by the Board of Trustees. Notwithstanding the above, bonds and other fixed-income

securities may be valued on the basis of prices determined by procedures established by the Board of Trust-

ees if it is the belief of the Board of Trustees that such price determination more fairly reflects the fair value

of such securities. Money market instruments are valued at amortized cost which approximates market value

unless the Board of Trustees determines that such is not a fair value.

The sale of shares of the Funds will be suspended during periods when the determination of its net asset

value is suspended pursuant to rules or orders of the Securities and Exchange Commission, or may be

suspended by the Board of Trustees whenever in its sole judgment it believes it is in the best interest of

shareholders to do so.

PERFORMANCE INFORMATION

The Funds may, from time to time, include their total return in advertisements or reports to Shareholders or

prospective investors.

Quotations of average annual total return for each Fund will be expressed in terms of the average annual

compounded rate of return of a hypothetical investment in the Fund over periods of one, five and ten years

(up to the life of the Fund) calculated pursuant to the following formula:

P(1 + T)n = ERV (where P = a hypothetical initial payment of $1,000, T = the average annual total return,

n = the number of years, and ERV = the ending redeemable value of a hypothetical $1,000 payment made at

the beginning of the period).

Quotations of average annual total return after taxes on distributions for each Fund will be expressed in

terms of the average annual compounded rate of return of a hypothetical investment in the Fund over periods

of one, five and ten years (up to the life of the Fund) calculated pursuant to the following formula:

P(1 + T)n = ATVD (where P = a hypothetical initial payment of $1,000, T = the average annual total return,

n = the number of years, and ATDV = ending value of a hypothetical $1,000 payment made at the beginning

of the 1, 5 or 10 year periods (or fractional portion), after taxes on fund distributions but not after taxes on

redemptions.

17

FAM Funds — Statement of Additional Information

Quotations of average annual total return after taxes on distributions and redemptions for each Fund will

be expressed in terms of the average annual compounded rate of return of a hypothetical investment in the

Fund over periods of one, five and ten years (up to the life of the fund) calculated pursuant to the following

formula:

P(1 + T)n = ATVDR (where P = a hypothetical initial payment of $1,000, T = the average annual total

return, n= the number of years, and ATVDR = ending value of a hypothetical $1,000 payment made at the

beginning of the 1, 5, or 10 year periods (or fractional portion), after taxes on fund distributions and

redemption.

All total return figures reflect the deduction of a proportional share of Fund expenses on an annual basis, and

assume that all dividends and distributions are reinvested when paid.

Quotations of yield for a Fund will be computed by dividing the net investment income per share earned by

the Fund during a 30-day period by the maximum offering price per share on the last day of the period,

according to the following formula:

Yield = 2[(a-b+1)6-1]

--

cd

Where:

a = dividends and interest earned during the period.

b = expenses accrued for the period (net of reimbursements).

c = the average daily number of Shares outstanding during the period

that were entitled to receive dividends.

d = maximum offering price per Share on the last day of the period.

Performance information for the Funds may be compared, in reports and promotional literature, to: (i) the

Russell 2000 Index, the Standard & Poor’s 500 Stock Index, the Dow Jones Industrial Average, or other un-

managed indices so that investors may compare Fund results with those of a group of unmanaged securities

widely regarded by investors as representative of the securities market in general; (ii) other groups of mutual

funds tracked by Lipper Analytical Services, a widely used independent research firm which ranks mutual

funds by overall performance, investment objectives and assets or tracked by other services, companies,

publications, or persons who rank mutual funds on overall performance or other criteria; and (iii) the Con-

sumer Price Index (measure for inflation) to assess the real rate of return from an investment in the Fund.

Unmanaged indices may assume the reinvestment of dividends but generally do not reflect deductions for

administrative and management costs and expenses.

Performance information for the Funds reflect only the performance of a hypothetical investment in the

Funds during the particular time period on which the calculation is based. Performance information should

be considered in light of each Fund’s investment objective and policies, characteristics and quality of the

portfolio and the market conditions during the given time period, and should not be considered as a repre-

sentation of what may be achieved in the future.

18

FAM Funds — Statement of Additional Information

FINANCIAL STATEMENTS

The Financial Statements of the Investor Class shares of each Fund are included in the 2010 Annual Report

to Shareholders and are incorporated by reference into this Statement of Additional Information. Copies of

the Financial Statements may be obtained upon request and without charge from the Funds at the address

and telephone provided on the cover of this Statement of Additional Information.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

Set forth below is a discussion of certain U.S. federal income tax issues concerning the Funds and the pur-

chase, ownership, and disposition of Fund shares. This discussion does not purport to be complete or to deal

with all aspects of federal income taxation that may be relevant to shareholders in light of their particular

circumstances. This discussion is based upon present provisions of the Internal Revenue Code of 1986, as

amended (the “Code”), the regulations promulgated thereunder, and judicial and administrative ruling au-

thorities, all of which are subject to change, which change may be retroactive. Prospective investors should

consult their own tax advisors with regard to the federal tax consequences of the purchase, ownership, or

disposition of Fund shares, as well as state, local and foreign tax consequences.

TAX STATUS OF THE FUNDS

Each Fund intends to be taxed as a regulated investment company under Subchapter M of the Code. Accord-

ingly, each Fund must, among other things, (a) derive in each taxable year at least 90% of its gross income

from dividends, interest, payments with respect to certain securities loans, and gains from the sale or other

disposition of stock, securities or foreign currencies, or other income derived with respect to its business

of investing in such stock, securities or currencies; and (b) diversify its holdings so that, at the end of each

fiscal quarter, (i) at least 50% of the value of the Fund’s total assets is represented by cash and cash items,

U.S. Government securities, the securities of other regulated investment companies and other securities,

with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value

of the Fund’s total assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than

25% of the value of its total assets is invested in the securities of any one issuer (other than U.S. Govern-

ment securities and the securities of other regulated investment companies).

As a regulated investment company, a Fund generally is not subject to U.S. federal income tax on income

and gains that it distributes to shareholders, if at least 90% of the Fund’s investment company taxable in-

come (which includes, among other items, dividends, interest and the excess of any net short-term capital

gains over net long-term capital losses) for the taxable year is distributed. Each Fund intends to distribute

substantially all of such income.

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are

subject to a nondeductible 4% excise tax at the Fund level. To avoid the tax, each Fund must distribute

during each calendar year an amount equal to the sum of (1) at least 98% of its ordinary income (not taking

into account any capital gains or losses) for the calendar year, (2) at least 98.2% of its capital gains in excess

of its capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October

31 of the calendar year, and (3) all ordinary income and capital gains for previous years that were not dis-

tributed during such years. To avoid application of the excise tax, each Fund intends to make distributions in

accordance with the calendar year distribution requirement.

19

FAM Funds — Statement of Additional Information

A distribution will be treated as paid on December 31 of a calendar year if it is declared by a Fund in Oc-

tober, November or December of that year with a record date in such a month and paid by the Fund dur-

ing January of the following year. Such distributions will be taxable to shareholders in the calendar year in

which the distributions are declared, rather than the calendar year in which the distributions are received.

FUND INVESTMENTS

Certain debt securities acquired by a Fund may be treated as debt securities that were originally issued at

a discount. Very generally, original issue discount is defined as the difference between the price at which a

security was issued and its stated redemption price at maturity. Although no cash income on account of such

discount is actually received by a Fund, original issue discount that accrues on a debt security in a given

year generally is treated for federal income tax purposes as interest and, therefore, such income would be

subject to the regulated investment company distribution requirement. Some debt securities may be pur-

chased by a Fund at a discount that exceeds the original issue discount on such debt securities, if any; this

additional discount represents market discount for federal income tax purposes.

If a Fund purchases a debt security at a price lower than the stated redemption price of such debt security,

the excess of the stated redemption price over the purchase price is “market discount”. The Fund may be

required to include a portion of such market discount as ordinary income in each taxable year in which the

Fund owns an interest in the debt security and receives a principal payment on it. The Fund may be required

to allocate the principal payment first to the portion of the market discount on the debt security that has

accrued but has not previously been includable in income. In general, the amount of market discount that

must be included for each period is equal to the lesser of (i) the amount of market discount accruing during

such period (plus any accrued market discount for prior periods not previously taken into account) or (ii) the

amount of the principal payment with respect to such period. Generally, market discount accrues on a daily

basis for each day the debt security is held by the Fund at a constant rate over the time remaining to the debt

security’s maturity or, at the election of the Fund, at a constant yield to maturity which takes into account

the semi-annual compounding of interest. Gain realized on the disposition of a market discount obligation

must be recognized as ordinary income (not capital gain) to the extent of the “accrued market discount.”

DISTRIBUTIONS

Distributions of investment company taxable income are taxable to a shareholder, whether paid in cash or

reinvested in Fund shares. Dividends paid by a Fund to a corporate shareholder, to the extent such dividends

are attributable to dividends received by the Fund from U.S. corporations, may, subject to limitation, be eli-

gible for the dividends received deduction. However, the alternative minimum tax applicable to corporations

may reduce the value of the dividends received deduction.

Current law generally provides for a maximum tax rate for individual taxpayers of 15% on long-term capital

gains and on income from certain qualifying dividends on certain corporate stock. A shareholder will also

have to satisfy a more than 60 day holding period with respect to any distributions of qualifying dividends

in order to obtain the benefit of the lower tax rate. These rate reductions do not apply to corporate share-

holders. The lower tax rates on long-term capital gains and qualifying dividends are currently scheduled to

expire after 2012.

Distributions of earnings from dividends paid by certain “qualified foreign corporations” can also qualify for

the lower tax rates on qualifying dividends. A shareholder will also have to satisfy a more than 60 day hold-

ing period for the Fund shares with respect to any distributions of qualifying dividends in order to obtain the

20

FAM Funds — Statement of Additional Information

benefit of the lower tax rate. Distributions of earnings from non-qualifying dividends, interest income, other

types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate appli-

cable to the taxpayer.

The excess of net long-term capital gains over the short-term capital losses realized and distributed by a

Fund, whether paid in cash or reinvested in Fund shares, will generally be taxable to shareholders as long-

term capital gain, regardless of how long a shareholder has held Fund shares.

Shareholders will be notified annually as to the U.S. federal tax status of distributions, and shareholders

receiving distributions in the form of newly issued shares will receive a report as to the net asset value of the

shares received.

For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax will be imposed on

certain net investment income (including ordinary dividends and capital gain distributions received from

a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals,

estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an indi-

vidual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.

DISPOSITIONS

Upon a redemption or sale of Fund shares, a shareholder will realize a taxable gain or loss depending upon

his or her basis in the shares. A gain or loss will be treated as capital gain or loss if the shares are capital as-

sets in the shareholder’s hands, and the rate of tax will depend upon the shareholder’s holding period for the

shares. Any loss realized on a redemption, sale or exchange will be disallowed to the extent the shares dis-

posed of are replaced (including through reinvestment of dividends) within a period of 61 days, beginning

30 days before and ending 30 days after the shares are disposed of. In such a case the basis of the shares

acquired will be adjusted to reflect the disallowed loss. If a shareholder holds Fund shares for six months or

less and during that period receives a distribution taxable to the shareholder as long-term capital gain, any

loss realized on the sale of such shares during such six-month period would be a long-term capital loss to

the extent of such distribution.

FOREIGN SHAREHOLDERS

United States taxation of a shareholder who, as to the United States, is a nonresident alien individual, a

foreign trust or estate, a foreign corporation or foreign partnership (a “foreign shareholder”) depends on

whether the income of a Fund is “effectively connected” with a U.S. trade or business carried on by the

foreign shareholder. If the income is not effectively connected with a U.S. trade or business carried on by

the foreign shareholder, then distributions, other than distributions of capital gains, will be subject to U.S.

withholding tax of 30% (or lower treaty rate, if applicable). If the income is effectively connected, then the

foreign shareholder will generally be taxed as a U.S. person would be. Foreign corporate shareholders who

have effectively connected income may be subject to a branch profits tax.    Foreign shareholders may also

be subject to U.S. federal estate tax on the value of their shares. Foreign shareholders are urged to consult

their own tax advisers regarding the tax consequences applicable to them.

Effective January 1, 2013, each Fund will be required to withhold U.S. tax (at a 30% rate) on payments of

dividends and redemption proceeds made to certain non-U.S. entities that fail to comply with extensive new

reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-

owned foreign investment accounts. Shareholders may be requested to provide additional information to the

Funds in order to enable the Funds to determine whether withholding is required.

21

FAM Funds — Statement of Additional Information

DISCLOSURE OF FUND PORTFOLIO HOLDINGS

The Board of Trustees has adopted policies and procedures for the public and nonpublic disclosure of each

Fund’s portfolio securities. On a quarterly basis, the Funds disclose on the Trust’s website, www.famfunds.

com, each Fund’s entire portfolio holdings, including a description of each security and the percentage such

security represents of the Fund’s net asset value as of that date and certain additional information regarding

their portfolios (e.g., top-10 holdings, asset allocation, sector breakdown). The information will generally

be available no earlier than the 10th business day following the quarter-end and shall remain on the website

until the next quarter’s information is made publicly available. A complete list of the Funds’ portfolio hold-

ings is also publicly available on a quarterly basis through filings made with the SEC on Forms N-CSR and

N-Q.

As a general matter, no information concerning the portfolio holdings of the Funds may be disclosed to

any unaffiliated third party except (1) to service providers that require such information in the course of

performing their duties (such as the Funds’ custodian, fund accountants, investment adviser, administra-

tor, independent public accountants, attorneys, officers and trustees and each of their respective affiliates

and advisors) and are subject to a duty of confidentiality, and (2) pursuant to certain enumerated exceptions

that serve a legitimate business purpose. These exceptions include: (1) disclosure of portfolio holdings

only after such information has been publicly disclosed, as provided in the previous paragraph, and (2) to

third-party vendors, currently consisting of Morningstar Investment Services, Inc. and Lipper Analytical

Services that (a) agree to not distribute the portfolio holdings or results of the analysis to third parties, other

departments or persons who are likely to use the information for purposes of purchasing or selling the Funds

before the portfolio holdings or results of the analysis become publicly available; and (b) sign a written con-

fidentiality agreement. The confidentiality agreement must provide, among other things, that the recipient

of the portfolio holdings information agrees to limit access to the portfolio information to its employees (and

agents) who, on a need to know basis, are (1) authorized to have access to the portfolio holdings information

and (2) subject to confidentiality obligations, including duties not to trade on non-public information, no less

restrictive than the confidentiality obligations contained in the confidentiality agreement.

Whenever portfolio holdings disclosure made pursuant to these procedures involves a conflict of interest

between the Funds’ shareholders and the Funds’ Adviser, Distributor or any affiliated person of the Fund, the

disclosure may not be made unless a majority of the Trust’s Independent Trustees or a majority of a board

committee consisting solely of Independent Trustees approves such disclosure. Neither the Funds nor the

Adviser may enter into any arrangement providing for the disclosure of non-public portfolio holding infor-

mation for the receipt of compensation or benefit of any kind.

Any exceptions to the policies and procedures may only be made by the consent of the Trust’s chief compli-

ance officer upon a determination that such disclosure serves a legitimate business purpose and is in the best

interests of the Funds and will be reported to the Board at the Board’s next regularly scheduled meeting.

Any amendments to the Trust’s policies and procedures must be approved and adopted by the Trust’s Board

of Trustees.

22

STATEMENT OF ADDITIONAL INFORMATION

for

FAM VALUE FUND

FFCVX

FAM EQUITY-INCOME FUND

FFCEX

ADVISOR CLASS SHARES

Dated: May 1, 2011

_______________________________________

384 North Grand Street, P.O. Box 399, Cobleskill, NY 12043

Telephone Number (800) 932-3271

www.famfunds.com

FENIMORE ASSET MANAGEMENT TRUST

The FAM FUNDS currently offer two diversified open-end mutual funds, FAM Value Fund and FAM Equity-Income

Fund (the “Funds”). Each of the Funds is a separate investment series of Fenimore Asset Management Trust (the

“Trust”), which is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management

investment company.

This Statement of Additional Information is not a Prospectus but rather should be read in conjunction with the

Prospectus for the Advisor Class shares of the Funds dated the same date. A copy may be obtained without charge

from the Funds by calling or writing the address and telephone number noted above. The financial statements for the

Funds are incorporated by reference into this Statement of Additional Information in their entirety.

FAM Funds — Statement of Additional Information

Table of Contents

Investment Objective and Policies......................................................................................... 3

Additional Investment Techniques and Related Risks........................................................... 4

Investment Restrictions.......................................................................................................... 5

History and Background of Investment Advisor .................................................................. 5

Board of Trustees and Officers……………………………………………………………...8

Proxy Voting ........................................................................................................................ 14

Control Persons and Principal Security Holders.................................................................. 15

Principal Underwriter........................................................................................................... 15

Service and Distribution Plan .............................................................................................. 16

Other Service Providers ....................................................................................................... 17

Information About the Trust................................................................................................. 17

Brokerage Allocations.......................................................................................................... 17

Net Asset Value Calculation................................................................................................. 18

Performance Information ..................................................................................................... 18

Financial Statements ............................................................................................................ 20

Certain Federal Income Tax Considerations ........................................................................ 20

Tax Status of the Funds................................................................................................... 20

     Funds Investments .......................................................................................................... 21

     Distributions.................................................................................................................... 21

     Dispositions..................................................................................................................... 22

     Foreign Shareholders ...................................................................................................... 22

Disclosure of Fund Portfolio Holdings…………………………………………………….23

Investment Advisor:

Fenimore Asset Management, Inc.

384 North Grand Street

Cobleskill, NY   12043

2

FAM Funds — Statement of Additional Information

INVESTMENT OBJECTIVE AND POLICIES

The Trust offers two mutual funds with distinct investment objectives. FAM Value Fund has an investment objective

to maximize long term total return on capital. FAM Equity-Income Fund has an investment objective of providing

current income as well as long term capital appreciation by investing primarily (at least 80% of its total assets) in

income-producing equity securities. Normally investments will be concentrated in common stocks unless the stock

market environment has risen to a point where the advisor to the Funds, Fenimore Asset Management, Inc., (“Feni-

more” or “FAM”), can no longer find securities that have been determined by Fenimore to be undervalued. During

such periods, investments will be made in fixed-income investments until such time as more attractive common stocks

can be found for purchase.

It is the opinion of FAM that the objectives of the Funds are achievable when common stocks can be purchased near

to, or at, a discount from their true business worth. Specifically, FAM seeks to invest assets in companies that may

have some or all of the following characteristics: (a) low price-to-earnings multiples relative to the market as a whole,

based upon current and/or potential future earnings of the company; (b) high total returns on capital and with low

debt structures; and (c) sell at a market price per share that is near or at a discount to the per share book value -- an

accounting measure of economic worth. Although the objective is to select stocks with these characteristics, FAM is

aware that it is unrealistic to assume that each selection will have all or even several of the above characteristics.

FAM believes that the success of a stock that has some of the above characteristics is dependent upon and invari-

ably a reflection of the quality of management. Therefore, FAM spends time in an attempt to assess management’s

ability prior to making a commitment with Fund assets. The assessment may include an analysis of historical finan-

cial achievements of the company, direct discussions with management by telephone or in person, visitations to the

company, conversations with security analysts who actively follow the company for investment brokerage firms, and

discussions with competitors, suppliers, and customers of the company. While FAM feels this assessment technique

to be clearly instrumental to the success of the investment, it should be recognized that judgments made by FAM are

purely subjective in nature. Therefore, there can be no assurance that FAM will be successful in achieving its invest-

ment objectives for the Funds.

It is FAM’s belief that the objectives of the Funds can only be achieved consistently over a long investment horizon.

Typically, this will mean that a stock may be held for a three-to-five year period or longer if FAM, by its own determi-

nation, feels that the recognition of true business worth has not yet been attained in the stock’s current market quota-

tion. Thus, the Funds serve little purpose for investors who wish to take advantage of short-term fluctuations in net

asset values per share.

From time to time, FAM may also choose to invest some or all of the Funds’ assets in fixed-income investments of

the types more fully described in the Funds’ Prospectus dated this same date. Such investments will be purchased and

held during periods when FAM is unable to find stocks that it believes have return expectations commensurate with

the risks that must be assumed by their continued retention.

FAM recognizes that while the Funds remain small in size, FAM may have greater flexibility in achieving its objec-

tives. However, as the Funds grow in size, it may become more difficult for FAM to find securities to invest in that

meet the objectives of the Funds. This may also occur during periods when the stock market in general has been rising

for a long period of time. Therefore, FAM reserves unto itself the right to limit the asset size of the Funds by discon-

tinuing sales of their shares at any time. The Board of Trustees of the Funds may suspend sales whenever, in its collec-

tive wisdom, it believes it necessary in order for the Funds to continue to adhere to their stated objectives, or that for

other reasons it would be in the best interests of Fund shareholders to do so. While sales are suspended, existing share-

holder accounts will be able to continue to reinvest their dividends and will be able to continue to redeem their shares.

It should be clear to investors in FAM Funds that FAM believes income is an important factor in achieving its objec-

tives. Fenimore is aware that annual distributions of capital gains and dividend/interest income earned on shares may

3

FAM Funds — Statement of Additional Information

result in a shareholder paying additional federal, state and/or local income taxes. (See “Certain Federal Income Tax

Considerations”). Tax deferred portfolios, like IRA and pension monies, are ideally suited for investment in shares of

FAM Funds for these reasons.

ADDITIONAL INVESTMENT TECHNIQUES AND RELATED RISKS

Although each Fund will primarily invest in equity securities, subject to the investment policies and restrictions as de-

scribed in the Prospectus and in this Statement of Additional Information, each Fund may invest to a limited extent in

any of the following securities or pursue any of the following investment strategies which are not part of either Fund’s

principal investment strategies.

DERIVATIVES

The Funds may use futures, options or other forms of derivatives. To the extent a Fund invests in these derivative

instruments, the Fund will be subject to certain risks. These risks include possible default by the other party to the

transaction, illiquidity, and to the extent the Funds’ view as to certain market movements is incorrect, the risk that the

use of such transactions could result in losses greater than if they had not been used. The use of options may result in

losses to a Fund, force the sale or purchase of securities at inopportune times or for prices other than current market

values, limit the amount of appreciation a Fund can realize on its investments or cause a Fund to hold a security it

might otherwise sell. The ability of each Fund to engage in futures contracts and options on futures will be subject to

applicable rules of the Commodity Futures Trading Commission (“CFTC”).

BORROWING

Each Fund may borrow from banks for temporary or emergency purposes. The 1940 Act permits a Fund to borrow up

to an amount that has 300% asset coverage, which effectively permits a Fund to borrow up to one-third of its assets

measured after the borrowing, plus an additional 5% for temporary purposes. To the extent the Funds choose to bor-

row, the volatility of the Funds’ net asset value may increase. Additionally, money borrowed will be subject to interest

and other costs. These costs may exceed the gain on securities purchased with borrowed funds.

SECURITIES OF OTHER INVESTMENT COMPANIES

A Fund may invest in shares of other investment companies to the extent permitted by the Investment Company Act

of 1940, as amended (the “1940 Act”). To the extent that the Funds do invest in the shares of other investment compa-

nies, they will incur additional expenses due to the duplication of fees and expenses as a result of investing in other

investment vehicles.

SHORT-SALE TRANSACTIONS

The Funds may engage in short sales of securities. A short sale is a transaction in which the Fund sells a security it

does not own in anticipation that the market price of that security will decline. When a Fund makes a short sale, it

must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collat-

eral for its obligation to deliver the security upon conclusion of the sale. Generally, consistent with the 1940 Act, the

Funds would be permitted only to engage in short-sale transactions “against the box,” in which case a Fund owns or

has the right to obtain securities identical to those sold short. A Fund may incur transaction costs, including interest

expenses, in connection with opening, maintaining, and closing short sales.

LOANS OF PORTFOLIO SECURITIES

The Funds are permitted to engage in securities lending to the extent permitted by SEC policy. Qualified institutions

may borrow portfolio securities on a short-term basis. By reinvesting any cash collateral received in these transac-

tions, additional income gains or losses may be realized. The SEC currently permits loans of a mutual fund’s securities

up to one-third of its assets, including any collateral received from the loan, provided that loans are 100% collateral-

ized by cash or cash equivalents on a marked to market basis. The principal risk in lending securities is the possibility

that invested collateral will decline in value, or, as with other extensions of credit, a borrower may fail to honor its

obligations, causing a loss for a Fund.

4

FAM Funds — Statement of Additional Information

ADDITIONAL RISKS ASSOCIATED WITH CERTAIN ISSUERS

The Funds may make investments in the shares of issuers that have relatively short operating histories (typically, less

than three years), which may involve certain risks. Such companies may not have experience in operating through

prolonged periods of economic difficulty and, as a result, the price of their shares may be more volatile than the shares

of companies that have longer operating histories.

The Funds may also invest in the shares of issuers that do not have quoted markets. Such issuers generally do not have

financial and similar information about them readily available to the same extent that issuers having quoted markets

have available to investors. Such a lack of financial and related data may cause such issuer’s shares to experience

greater market volatility.

INVESTMENT RESTRICTIONS

Each Fund has adopted certain investment restrictions which cannot be changed or amended unless approved by the

vote of a majority of its outstanding shares in accordance with requirements under the Investment Company Act of

1940. Accordingly, no FAM Fund will:

(A)

Invest in the purchase and sale of real estate.

(B)

Invest in commodities or commodity contracts, except options, futures

contracts and options on futures contracts.

(C)

Borrow money, except in an amount not to exceed 33 1/3% of the value of

the Fund’s total assets.

(D)

Own more than 10% of the outstanding voting securities of any one issuer or company, nor will it, with at

least 75% of its total assets, invest more than 5% of its assets in any single issue, valued at the time of pur-

chase. This restriction shall not be applicable for investments in U.S. government or agency securities.

(E)

Invest more than 25% of its assets valued at the time of purchase in any one industry or similar groups of

industries, except U.S. government securities.

(F)

Maintain margin accounts, will not purchase its investments on credit or margin, and will not leverage its

investments, except for normal transaction obligations during settlement periods.

(G)

Underwrite or deal in offerings of securities of other issuers as a sponsor or underwriter in any way. (Note:

The Trust may be deemed an underwriter of securities when it serves as distributor of its own shares for sale

to or purchase from its shareholders.)

(H)

Make loans to others, except that each Fund may lend portfolio securities so long as no such loan is made

if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of the Fund’s total assets. For

these purposes the purchase of publicly distributed indebtedness is excluded and not considered making a

loan.

(I)

Issue senior securities, except to the extent permitted by the Investment Company Act of 1940, by SEC ex-

emptive order, or by the Commission.

HISTORY AND BACKGROUND OF INVESTMENT ADVISOR

The investment advisor to the Funds is Fenimore Asset Management, Inc. The company is a New York cor-

poration registered under the Investment Advisers Act of 1940 with the Securities and Exchange Commis-

sion. Fenimore is majority owned by Mr. Thomas O. Putnam, its principal officer, who is also the principal

5

FAM Funds — Statement of Additional Information

officer and a Trustee of the Funds. Fenimore was incorporated November 20, 1974, and has abeen continu-

ously offering investment advisory services since the date of its formation under the direction and control

of Mr. Putnam. The principal activity of Fenimore since 1974 has been to provide investment advisory and

consulting services under contract to individuals, pension, profit-sharing, IRA and Keogh retirement plans,

corporations, and non-profit organizations generally located in the service area that includes the continen-

tal U.S. Mr. Putnam has been employed or active as an investment advisor since 1974, managing invest-

ment accounts for clients. He has held responsibilities as President and Director of Fenimore’s investment

management and research activities. Mr. Putnam completed his undergraduate studies at the University

of Rochester, Rochester, NY, from which he earned a Bachelor of Arts Degree in Economics in 1966. He

completed graduate work at Tulane University, New Orleans, Louisiana, from which he received an MBA in

1968. John Fox, CFA, co-manager of FAM Value Fund, is employed by Fenimore as Investment Research

Analyst. He has been actively involved in investment and portfolio management and research activities

since 1996. Paul C. Hogan, CFA, co-manager of FAM Equity-Income Fund, is also employed by Fenimore

as Investment Research Analyst. He has been actively involved in investment research activities since 1991.

Fenimore employs a staff of experienced investment professionals to manage assets for other corporate and

individual clients. Since 1974, Fenimore, under the control and supervision of Mr. Putnam, has utilized a

value investment approach for each client and/or each account. In the opinion of Fenimore, the objectives

of FAM Funds can only be met if companies can be purchased at a significant discount from what Fenimore

views as their true business worth. In this regard a company is researched almost as if the entire company

could be purchased at current stock market prices. Although it will never be the intention of FAM to pur-

chase controlling interests in any such company, it is Fenimore’s belief that this fundamental valuation

approach removes emotionality from the investment decision-making process and minimizes the long term

risk of the investment. Fundamental to this approach is the seeking of securities of companies that have:

(1) demonstrated records of above-average growth of sales and earnings over the past 5 to 10 year span and

are selling at a price which Fenimore believes is at a discount from the true business worth of the company;

(2) become severely depressed in the market because of adverse publicity and are, thus, selling at a deep

discount to the perceived future potential value of the company; (3) the capability of achieving accelerated

growth of earnings and the current price understates this potential. Future values may be 100% or more of

the current price of the stock and recognition of these values may take two to five years or longer to be real-

ized in the stock market.

Fenimore will not invest assets of any other managed account in shares of the Funds except as directed in

writing by a person unaffiliated to the Funds or to Fenimore, having authority to make such direction. Feni-

more, as investment advisor to the Funds, renders such services under contract that provides for payment to

Fenimore of a fee, calculated daily and paid monthly, at the rate of 1% per annum of each Funds net as-

sets, which rate is consistent with that being charged by Fenimore to manage its other client accounts. This

contract is subject to the approval annually by the Funds’ Board of Trustees and is terminable upon 30 days

written notice, one party to the other.

With respect to FAM Value Fund, the total investment advisory fees paid by FAM Value Fund to Fenimore

during each of the last three fiscal years is as follows:

FISCAL YEAR ENDED

FISCAL YEAR ENDED

FISCAL YEAR ENDED

DECEMBER 31, 2010

DECEMBER 31, 2009

DECEMBER 31, 2008

$6,853,500

$5,965,289

$7,280,198

6

FAM Funds — Statement of Additional Information

With respect to FAM Equity-Income Fund, the total investment advisory fees paid by FAM Equity-Income

Fund to Fenimore during each of the last three fiscal years is as follows:

FISCAL YEAR ENDED

FISCAL YEAR ENDED

FISCAL YEAR ENDED

DECEMBER 31, 2010

DECEMBER 31, 2009

DECEMBER 31, 2008

$813,495

$700,249

$939,612

Each Fund is responsible for the costs of its own operation which include the fees of independent accoun-

tants, chief compliance officer, brokerage fees, routine administrative expenses, fund accounting expenses

and shareholder administrative services expenses. Expenses of “Interested Trustees” shall always remain

the responsibility of the investment advisor. All employees of the investment advisor who perform duties

for the Funds shall remain employees of the investment advisor, who shall bear all employment costs of

such staff. If Fenimore ceases to operate for any reason or assigns the contract, such contract is automati-

cally terminated.

Thomas O. Putnam and Paul C. Hogan are co-managers of the FAM Equity-Income Fund. Thomas O. Put-

nam and John D. Fox are co-managers of the FAM Value Fund.   The following table lists the number and

types of other accounts managed by each individual and assets under management in those accounts as of

December 31, 2010:

Other

Registered

Other Pooled

Investment

Assets

Investment

Assets

Assets

Total Assets

Portfolio

Company

managed

Vehicle

Managed

Other

Managed

Managed*

Manager

Accounts

($ millions)

Accounts

($ millions)

Accounts

($ millions)

($ millions)

Thomas O.

None

$0

1

$10.7

0

$0

$10.7

Putnam

Paul C. Hogan     None

$0

1

$10.7

0

$0

$10.7

John D. Fox

None

$0

1

$10.7

1

$.7

$11.4

* If an account has a co-portfolio manager, the total number of accounts and assets have been allocated to each respective man-

ager. Therefore, some accounts and assets have been counted twice.

As indicated in the table above, portfolio managers at the Adviser may manage accounts for multiple clients.

While the managers do not manage other registered investment companies, they do manage separate ac-

counts (i.e., accounts managed on behalf of individuals for public or private institutions). Portfolio man-

agers at the Adviser make investment decisions for each account based on the investment objectives and

policies and other relevant investment considerations applicable to that portfolio.

The management of multiple accounts may result in a portfolio manager devoting unequal time and atten-

tion to the management of each account. Although the Adviser does not track the time a portfolio manager

spends on a single portfolio, it does periodically assess whether a portfolio manager has adequate time and

resources to effectively manage all of the accounts for which he is responsible. The Adviser seeks to man-

age competing interests for the time and attention of portfolio managers by having portfolio managers focus

on a particular investment discipline or complementary investment disciplines. Most accounts within a par-

ticular investment discipline are managed using the same investment model. Even where multiple accounts

are managed by the same portfolio manager within the same investment discipline, however, the Adviser

may take action with respect to one account that may differ from the timing or nature of action taken, with

respect to another account. Accordingly, the performance of each account managed by a portfolio manager

will vary.

7

FAM Funds — Statement of Additional Information

Because a portfolio manager’s compensation may be affected by revenues earned by the Adviser, the incen-

tives associated with any given account may be higher or lower than those associated with other accounts.

In addition, to the extent that trade orders are aggregated, which typically occurs in limited circumstances

involving participation in initial public offerings or secondary offerings, conflicts may arise when aggre-

gating and/or allocating aggregated trades. The Adviser may aggregate multiple trade orders for a single

security in several accounts into a single trade order, absent specific client directions to the contrary. When

a decision is made to aggregate transactions on behalf of more than one account, the transactions will be al-

located to all participating client accounts in a fair and equitable manner.

The Adviser has adopted and implemented policies and procedures, including brokerage and trade allocation

policies and procedures, which it believes address the conflicts associated with managing multiple accounts

for multiple clients. The Adviser monitors a variety of areas, including compliance with account investment

guidelines, the allocation of initial public offerings, and compliance with the Adviser’s Code of Ethics.

The compensation of the portfolio managers varies with the general success of the Adviser as a firm. Each

portfolio manager’s compensation consists of a fixed annual salary, plus additional remuneration based on

the overall performance of the portfolio manager for the given time period. The portfolio managers’ com-

pensation is not linked to any specific factors, such as a Fund’s performance or asset level.

The dollar range of equity securities beneficially owned by the Funds’ portfolio managers in the Funds they

manage as of December 31, 2010 is as follows:

Dollar Range of Equity Securities Beneficially Owned

Portfolio Manager

FAM Equity-Income Fund

FAM Value Fund

Thomas O. Putnam

Over $1,000,000

Over $1,000,000

Paul C. Hogan

$100,001 - $500,000

$100,001 - $500,000

John D. Fox

$100,001 - $500,000

$100,001 - $500,000

BOARD OF TRUSTEES AND OFFICERS

Overall responsibility for management of the Funds rests with the Board of Trustees, which is elected by the

shareholders of the Funds. The Trustees elect the officers of the Funds to actively supervise the day-to-day

operations of the Funds. The Trustees and officers serve for an indefinite period of time. During the fiscal

year ended December 31, 2010, the Board met five times.

Board Leadership Structure. Mr. John McCormack, who is an Independent Trustee, serves as the Chair-

man of the Board and, in this role, oversees the functioning of the Board’s activities and acts as a liaison

between the Board, management and legal counsel to the Funds. The Chairman may perform such other

functions as may be requested by the Board from time to time. Except for any duties specified herein or

pursuant to the Trust’s Declaration of Trust and By-Laws, the designation of Chairman does not impose on

such Independent Trustee any duties, obligations or liability that are greater than the duties, obligations or

liability imposed on such person as a member of the Board. The Board has designated a number of stand-

ing committees, as further discussed below, each of which has a Chairman. The Board may also designate

working groups or ad hoc committees as it deems appropriate, from time to time.

The Board regularly reviews this leadership structure and believes it to be appropriate because it allows the

Board to exercise informed and independent judgment over matters under its purview, and it allocates areas

of responsibilities among committees of Trustees and the full Board in a manner that enhances effective

oversight.

8

FAM Funds — Statement of Additional Information

Trustee Qualifications. There are no specific required qualifications for Board membership. The Board

believes that the different perspectives, viewpoints, professional experience, education and individual at-

tributes of each Trustee represent a diversity of experiences and skills. In addition to the table below, the

following is a brief discussion of the specific experience, qualifications, attributes and skills that led to the

conclusion that each person identified below is qualified to serve as a Trustee.

Fred “Chico” Lager – As the former President and Chief Executive Officer of a publicly traded company,

Mr. Lager has extensive experience and background in corporate and financial matters and has been des-

ignated as one of the Board’s three financial experts on its Audit Committee. He also has experience as a

director of several public and privately held companies. In addition, Mr. Lager also has had long-standing

service as a member of the Board of Trustees.

C. Richard Pogue – As a former executive with the Investment Company Institute, the trade association for

the investment company industry, Mr. Pogue has extensive experience and background dealing with invest-

ment companies and their operations. In addition, he also has had long-standing service as a member of the

Board of Trustees.

John McCormack – As a former executive with a large financial services, retirement planning and insur-

ance organization for which he oversaw the development and operation of a family of mutual funds, Mr.

McCormack has extensive experience and background with the management and operation of mutual funds

and their service providers. In addition, he also has had long-standing service as a member of the Board of

Trustees.

Barbara Weidlich – As the former president of the National Investment Company Service Association

(“NICSA”), the trade association serving the operations sector of the mutual fund industry, and a former ex-

ecutive with a fund services company, Ms. Weidlich has extensive experience and background dealing with

the management and operation of investment companies and their service providers. In addition, she also

has had long-standing service as a member of the Board of Trustees.

Kevin J. McCoy – As a certified public accountant with over 35 years of experience in the industry, Mr. Mc-

Coy has extensive experience and background in the auditing of operating companies and in business and

financial matters. Mr. McCoy has also been designated as one of the Board’s three financial experts on its

Audit Committee, of which he is the Chairman.

Paul Keller - As a certified public accountant and former PricewaterhouseCoopers LLP assurance partner

with over 30 years of experience in the mutual fund industry, Mr. Keller has extensive experience as an au-

ditor and business advisor to mutual funds and related service companies, as well as, other financial services

companies. Mr. Keller has also been designated as one of the Board’s three financial experts on its Audit

Committee.

Thomas O. Putnam – Through his positions as founder, director, Chairman and portfolio manager with

Fenimore Asset Management, Inc., the investment adviser to the Funds Mr. Putnam has extensive experi-

ence and background in the management and operation of registered investment companies, enabling him to

provide management input and investment guidance to the Board. He also has had long-standing service as

a Trustee of the Board.

9

FAM Funds — Statement of Additional Information

The names of Trustees and officers of the Funds, and their respective duties and affiliations are as follows:

Position(s)

Principal

Number of

Other

Name,

Held

Occupation(s)

Portfolios in

Director-

Address, and

With Fund and     During Past

Fund Complex*      ships

Age

Length of Time    5 Years

Overseen

Held by

Served

By Trustee

Trustee

INDEPENDENT

TRUSTEES**

Fred “Chico” Lager

Trustee since

Business Consultant;

2

None

384 North Grand St.

1996

Retired President & CEO of

Cobleskill, NY 12043

Ben & Jerry’s Homemade, Inc.

Age: 55

C. Richard Pogue

Trustee since

Retired Executive Vice President,    2

None

384 North Grand St.

2000

Investment Company Institute

Cobleskill, NY 12043

Age: 73

John McCormack

Trustee since

Retired Group President,

2

None

384 North Grand St.

2004

TIAA-Cref Enterprises

Cobleskill, NY 12043

Age: 65

Barbara Weidlich

Trustee since

Retired President, National In-

2

None

384 North Grand St.

2004

vestment Company Service

Cobleskill, NY 12043

Association; Managing Director-

Age: 65

DEXIA BIL Fund Services,

Dublin, Ireland

  Kevin J. McCoy, CPA    Trustee since

Principal, Marvin and Company,     2

None

384 North Grand St

March 2007

P.C., certified public accounting

Cobleskill, NY 12043

firm

Age:   57

  Paul Keller, CPA

Trustee since

Retired Partner,

2

None

384 North Grand St

August 2010

PricewaterhouseCoopers, LLP

Cobleskill, NY 12043

Age: 56

10

FAM Funds — Statement of Additional Information

INTERESTED TRUST-    Position(s) Held      Principal

Number of

Other

EES &

With Fund and

Occupation(s)

Portfolios in

Direc-

OFFICERS

Length of Time

During Past

Fund Com-

torships

Served

5 Years

plex* Over-

Held by

seen

Trustee

By Trustee

Thomas O. Putnam***      President

Chairman,

2

None

384 North Grand St.

Since 1986;

Fenimore Asset Management

Cobleskill, NY 12043

Chairman from

Age: 66

1986-

November 2004

Joseph A. Bucci

Secretary and

Chief Financial Officer,

N/A

N/A

384 North Grand St.

Treasurer since

Fenimore Asset Management

Cobleskill, NY 12043

2000

Age: 57

  Charles Richter, Esq.

Chief Compli-

March 2005 to Present, Chief

N/A

N/A

384 North Grand St.

ance Officer and     Compliance Officer, Fenimore

Cobleskill, NY 12043

Anti-Money

Asset Management Trust. No-

Age: 54

Laundering

vember 2004 to Present, Chief

Compliance

Compliance Officer, Fenimore

Officer since

Asset Management, Inc., Feni-

2005

more Securities, Inc.

*

“Fund Complex” includes the two series of the Trust, FAM Value Fund and FAM Equity Income

Fund.

**

The “Independent Trustees” are those Trustees that are not considered “interested persons” of the

Trust, as that term is defined in the 1940 Act.

***      Mr. Putnam, by virtue of his employment with Fenimore Asset Management, Inc., the Trust’s

investment adviser, is considered an “interested person” of the Trust.

The Trustees have established an Audit Committee, a Nominating and Corporate Governance Committee,

and a Valuation Committee. The Audit Committee, which is composed of at least three of the Trust’s Inde-

pendent Trustees, is composed of Messrs. Keller, Lager, Pogue, McCormack, McCoy and Ms. Weidlich. The

Audit Committee: (i) selects the Trust’s independent registered public accounting firm and recommends to

the Board of Trustees the selection; (ii) annually reviews the scope of the proposed audit, the audit proce-

dures to be utilized and the proposed audit fees; (iii) reviews the annual audit with the independent regis-

tered public accounting firm; (iv) reviews the annual financial statements of the Funds, and (v) reviews the

adequacy and effectiveness of internal controls and procedures. For the year ended December 31, 2010, the

Audit Committee met twice.

11

FAM Funds — Statement of Additional Information

The Nominating and Corporate Governance Committee is composed of the Independent Trustees, Messrs.

Keller, Lager, Pogue, McCormack, McCoy and Ms. Weidlich. The Nominating and Corporate Governance

Committee: (i) recommends nominees to the full Board for election to the Board of Trustees; (ii) evaluates

each candidate’s qualifications for Board membership and his or her independence from the Trust’s invest-

ment manager and other principal service providers; (iii) periodically reviews the composition of the Board

of Trustees to determine whether it may be appropriate to add individuals with different backgrounds or

skills from those already on the Board; (iv) reviews Trustee compensation on an annual basis and recom-

mends any appropriate changes to the full Board; (v) oversees the Trust’s policies and procedures regarding

compliance with corporate governance policies; and (vi) periodically reviews the Board governance proce-

dures of the Trust and recommends any appropriate changes. The Committee does not have a stated policy

of considering nominees recommended by the Trust’s shareholders. The Nominating and Corporate Gover-

nance Committee met twice during 2010.

The Valuation Committee is composed of the Independent Trustees, Messrs. Keller, Lager, Pogue, McCor-

mack, McCoy and Ms. Weidlich. The purpose of the Valuation Committee is to oversee the implementation

of the Trust’s valuation procedures and to make fair value determinations on behalf of the Board as specified

in the Trust’s valuation procedures. The Valuation Committee meets on an as-needed basis to consider valu-

ation matters submitted for their review. For the year ended December 31, 2010, the Valuation Committee

was not required to hold any meetings.

For the fiscal year ended December 31, 2010, the dollar range of equity securities owned by each Trustee in

each Fund and the Fund Complex is as follows:

Aggregate Dollar Range

of Equity Securities in All

Dollar Range of

Funds Overseen by Trustee

Name of Trustee

Fund Name

Equity Securities in      in Family of Investment

the Fund

Companies

INDEPENDENT

TRUSTEES

Fred “Chico” Lager      FAM Value Fund

Over $100,000

Over $100,000

FAM Equity-Income Fund    Over $100,000

C. Richard Pogue

FAM Value Fund

Over $100,000

Over $100,000

FAM Equity-Income Fund    Over $100,000

John J. McCormack     FAM Value Fund

$10,001 - 50,000

$50,001 - 100,000

FAM Equity-Income Fund    $10,001 - 50,000

  Barbara V. Weidlich     FAM Value Fund

$10,001 - 50,000

$50,001 - 100,000

FAM Equity-Income Fund    $10,001 - 50,000

  Kevin J. McCoy

FAM Value Fund

Over $100,000

Over $100,000

FAM Equity-Income Fund    Over $100,000

  Paul Keller

FAM Value Fund

$50,001 - 100,000

Over $100,000

FAM Equity-Income Fund    $50,001 - 100,000

INTERESTED

TRUSTEES

Thomas O. Putnam      FAM Value Fund

Over $100,000

Over $100,000

FAM Equity-Income Fund    Over $100,000

Officers and Trustees of the Funds own less than 1% of each Fund’s shares outstanding.

12

FAM Funds — Statement of Additional Information

Trustees of the Funds not employed by Fenimore receive from the Funds a fee of $1,250 for each Board of

Trustees meeting, $12,000 annual retainer, $500 for each committee meeting, an additional fee of $1,500 for

attending offsite Board of Trustees meetings, and are reimbursed for all out-of-pocket expenses relating to

attendance at such meetings. The Independent Chairman is entitled to receive up to an additional $10,000

annual retainer. The Chairman of the Audit Committee receives an additional $1,500 annual retainer. The

$12,000 annual retainer is distributed exclusively in shares of the Funds. Trustees who are employees of

Fenimore do not receive compensation from the Funds.

For the fiscal year ended December 31, 2010, the Trustees received the following compensation from the

Funds and from certain other investment companies (if applicable) that have the same investment advisor as

the Funds or an investment advisor that is an affiliated person of the Funds’ investment advisor:

Aggregate

Total Compensation from

Compensation from

Registrant and Fund

the Funds Accrued as

Est. Annual

Complex (2 Funds) Paid

Part of Fund

Pension or

Benefits upon

to Trustees

Name of Trustee

Expenses

Retirement Benefits

Retirement

Thomas O. Putnam

$0

$0

$0

$0

  Paul Keller*

$9,775

$0

$0

$9,775

Fred “Chico” Lager

$18,225

$0

$0

$18.225

John J. McCormack      $23,225

$0

$0

$23,225

  Kevin J. McCoy

$19,725

$0

$0

$19,725

C. Richard Pogue

$18,225

$0

$0

$18,225

  Barbara V. Weidlich      $17,100

$0

$0

$17,100

*Mr. Keller became a Trustee on August 10, 2010.

Board Oversight of Risk Management. The Funds are subject to various risks including, among others,

investment, financial, compliance, valuation and operational risks. Day-to-day risk management functions

are included within the responsibilities of the Adviser and other service providers who carry out the Funds’

investment management and business affairs. The Adviser and other service providers each have their own,

independent interest in risk management, and their policies and procedures for carrying out risk manage-

ment functions will depend, in part, on their individual priorities, resources and controls.

The Board has not established a standing risk oversight committee. Instead, in fulfilling its risk oversight

responsibilities, the Board regularly solicits and/or receives reports from the Adviser, the Funds’ Chief

Compliance Officer (“CCO”) and from legal counsel. The Board has designated the CCO to oversee the

risk management processes, procedures and controls for the Trust. In this role, the CCO reports directly to

the Board’s Independent Trustees and provides quarterly reports to the Board, in addition to an annual report

to the Board in accordance with the Funds’ compliance policies and procedures and applicable regulatory re-

quirements. The CCO also regularly provides the Board with updates on the application of the Funds’ com-

pliance policies and procedures and how these procedures are designed to mitigate risk. In addition, as part

of the Board’s periodic review of the Funds’ advisory and other service provider arrangements, the Board

may consider risk management aspects of their operations and the functions for which they are responsible.

The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight

role in response to various relevant factors.

13

FAM Funds — Statement of Additional Information

PROXY VOTING

The Trust has delegated the proxy voting decisions on securities held in the Trust’s portfolios to Fenimore

in its capacity as investment advisor. Fenimore has adopted Proxy Voting Policies and procedures (“Proxy

Voting Policies”) which provide that proxies on securities will be voted for the exclusive benefit, and in

the best economic interest of the Trust’s shareholders, as determined by the investment advisor in good

faith, subject to any restrictions or directions of the Trust. Such voting responsibilities will be exercised in

a manner that is consistent with the general antifraud provisions of the Investment Advisors Act of 1940, as

well as the investment advisor’s fiduciary duties under federal and state law to act in the best interest of its

clients. The Board of Trustees of the Trust has approved the Proxy Voting Polices.

For routine proposals (such as those which do not change the structures, bylaws or operations of a com-

pany), Fenimore will generally vote in the manner recommended by management. Non-routine proposals

(such as those affecting corporate governance, compensation and other corporate events) and shareholder

proposals will generally be reviewed on a case by case basis. An investment analyst/portfolio manager will

review each such proposal and decide how the proxy will be voted. With respect to all non-routine propos-

als and shareholder proposals, if a decision is made to consider voting in a manner other than that recom-

mended by management, the analyst/portfolio manager will make a recommendation to a committee com-

prised of all investment analysts and portfolio managers (the “Proxy Voting Committee”) as to how to vote

the proxy and the Proxy Voting Committee will make the final determination as to how to vote the proxy in

the best economic interests of the client.

If Fenimore determines that voting a particular proxy would create material conflict of interests between its

interests or the interests of any affiliated parties and the interests of the Trust, Fenimore will either (i) dis-

close such conflict of interest to the Corporate Governance Committee of the Board of Trustees and obtain

the consent of the committee before voting the proxy (ii) vote such proxy based upon the recommendations

of an independent third party such as a proxy voting service; or (iii) delegate the responsibility for voting the

particular proxy to the Corporate Governance Committee of the Board of Trustees.

Information on how each of the Funds voted proxies relating to portfolio securities during each twelve-

month period ended June 30th is filed with the SEC on Form N-PX. This proxy voting information for

the Funds as presented on Form N-PX is available: (1) without charge, upon request by calling the Funds

at 800-932-3271; (2) on the Funds’ website at http://www.famfunds.com, and (3) on the SEC’s website at

http://www.sec.gov.

14

FAM Funds — Statement of Additional Information

CONTROL PERSONS AND PRINCIPAL SECURITY HOLDERS

As of April 12, 2010, the following entities owned beneficially or of record, for their own account or the ac-

counts of their customers, more than 5% of the outstanding Advisor Class shares of the Funds, as indicated:

NAME AND ADDRESS OF

NAME OF FUND

BENEFICIAL OWNER*

PERCENT OF CLASS

  FAM Value Fund

Pershing*

80.65%

One Pershing Plaza

Jersey City, NJ 07339

National Financial Services Corp.

10.51%

200 Liberty Street 5th Floor

New York, NY 10281

NAME AND ADDRESS OF

NAME OF FUND

BENEFICIAL OWNER*

PERCENT OF CLASS

  FAM Equity-Income Fund

Pershing*

83.18%

One Pershing Plaza

Jersey City, NJ 07339

National Financial Services Corp.

13.31%

200 Liberty Street 5th Floor

New York, NY 10281

*A party holding in excess of 25% of the outstanding voting securities of a Fund may be deemed to control

the Fund based on the substantial ownership interest held and the party’s resultant ability to influence voting

on certain matters submitted to shareholders for their consideration and approval.

PRINCIPAL UNDERWRITER

Fenimore Securities, Inc. (the “Distributor”) serves as distributor of the shares of each Fund. In this capacity

it receives purchase orders and redemption requests relating to Fund shares. The Distributor is located at 384

North Grand Street, Cobleskill, New York 12043 and is an affiliate of Fenimore Asset Management, Inc., the

investment adviser to the Funds. Thomas O. Putnam is the majority shareholder of Fenimore Asset Manage-

ment, Inc. and the sole shareholder of Fenimore Securities, Inc.

15

FAM Funds — Statement of Additional Information

SERVICE AND DISTRIBUTION PLAN

The Funds have adopted a Service and Distribution Plan for the Advisor Class shares of each Fund (the

“Plan”) pursuant to Rule 12b-1 under the 1940 Act under which each Fund is authorized to compensate the

Distributor for payments it makes to banks, other institutions and broker-dealers, and for expenses the Dis-

tributor and any of its affiliates or subsidiaries incur (with all of the foregoing organizations being referred

to as “Service Organizations”) for providing administration, distribution or shareholder service assistance

with respect to the Advisor Class and Advisor Class shareholders. Payments to such Service Organizations

may be made pursuant to agreements entered into with the Distributor. Distribution and servicing costs

and expenses payable under the Plan may include: (1) printing and advertising expenses; (2) payments to

employees or agents of the Distributor who engage in or support distribution of each Fund’s Advisor Class

shares, including salary, commissions, travel and related expenses; (3) the costs of preparing, printing and

distributing prospectuses and reports to prospective Advisor Class investors; (4) expenses of organizing and

conducting sales seminars with respect to Advisor Class shares; (5) expenses related to selling and servic-

ing efforts, including processing new Advisor Class account applications, transmitting customer transaction

information to the Funds’ shareholder servicing agent and answering questions of shareholders; (6) pay-

ments of fees to one or more broker-dealers (which may include the Distributor itself), financial institutions

or other industry professionals, such as investment advisers, accountants and estate planning firms (sever-

ally, a “Service Organization”), based on the average daily value of each Fund’s Advisor Class shares owned

by shareholders for whom the Service Organization is the dealer of record or holder of record, or owned by

shareholders with whom the Service Organization has a servicing relationship; (7) costs and expenses in-

curred in implementing and operating the Plan; and (8) such other similar services as the Board of Trustees

determines to be reasonably calculated to result in the sale of Advisor Class shares.

The Plan authorizes the Funds to make payments to the Distributor in amounts not to exceed, on an an-

nual basis 1.00% of the average daily net assets of the Advisor Class shares of each Fund. Of the 1.00%

each Fund is authorized to pay a Shareholder Service Fee of up to 0.25% of its average daily net assets. As

required by Rule 12b-1, the Plan was initially approved by the Board of Trustees, including a majority of

the Trustees who are not interested persons of the Funds and who have no direct or indirect financial inter-

est in the operation of the Plan (“Independent Trustees”). The Plan may be terminated with respect to the

Advisor Class by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding

Shares of the Advisor Class. The Trustees review quarterly a written report of such costs and the purposes

for which such costs have been incurred. The Plan may be amended by vote of the Trustees including a

majority of the Independent Trustees, cast in person at a meeting called for that purpose. However, any

change in the Plan that would materially increase the distribution cost to the Advisor Class requires approval

by a majority of the shareholders of that Class. For so long as the Plan is in effect, selection and nomination

of the Independent Trustees shall be committed to the discretion of such Independent Trustees. All agree-

ments with any person relating to the implementation of the Plan may be terminated at any time on 60 days’

written notice without payment of any penalty, by vote of a majority of the Independent Trustees or, with

respect to a Class, by vote of a majority of the outstanding Shares of that Class. The Plan will continue in

effect with respect to the Advisor Class shares for successive one-year periods, provided that each such

continuance is specifically approved (i) by the vote of a majority of the Independent Trustees, and (ii) by

the vote of a majority of the entire Board of Trustees cast in person at a meeting called for that purpose. The

Board of Trustees has a duty to request and evaluate such information as may be reasonably necessary for

it to make an informed determination of whether the Plan should be implemented or continued. In addition,

with respect to the Advisor Class, the Trustees, in approving the Plan, determined that there is a reasonable

likelihood that the Plan will benefit the Advisor Class Shareholders. The Board of Trustees believes that the

16

FAM Funds — Statement of Additional Information

Plan is in the best interests of the Advisor Class of the Funds since it encourages Fund growth. For the fiscal

year ended December 31, 2010, FAM Value Fund paid distribution fees of $43,745, all of which was paid

by the Distributor to Service Organizations having servicing arrangements in place with the Funds and FAM

Equity-Income Fund paid distribution fees of $15,866, all of which was paid by the Distributor to Service

Organizations having servicing arrangements in place with the Funds.

OTHER SERVICE PROVIDERS

CUSTODIAN. U.S. Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, serves as custodian for the

Funds.

SHAREHOLDER SERVICES AGENT, FUND ACCOUNTING AGENT AND FUND ADMINISTRATIVE

AGENT; TRANSFER AGENT. FAM Shareholder Services, Inc., 384 North Grand Street, Cobleskill, New

York 12043, an affiliate of the Advisor, serves as shareholder services agent, fund accounting agent and fund

administrator for the Funds. The Trust is registered as a transfer agent with the U.S. Securities and Ex-

change Commission and acts as transfer agent for its own shares of beneficial interest.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. BBD, LLP, 1835 Market Street, 26th

Floor, Philadelphia, PA 19103, serves as the Funds’ independent registered public accounting firm.

FUND COUNSEL. Dechert LLP, 1775 I Street, N.W., Washington, D.C. 20006, serves as legal counsel to

the Trust.

INFORMATION ABOUT THE TRUST

The Trust, which is organized as a Massachusetts business trust, was established on June 18, 1986. The

Trust’s Declaration of Trust authorizes the Board of Trustees to issue an unlimited number of shares of ben-

eficial interest in the Trust and to divide the interests in the Trust into one or more series of shares. TheTrust

currently consists of the two series of shares and each series of shares consists of two separate classes, the

Investor Class Shares and the Advisor Class Shares. The Declaration of Trust is on file with the Secretary of

the Commonwealth of Massachusetts.

BROKERAGE ALLOCATIONS

It is Fenimore’s policy to allocate brokerage business to the best advantage and benefit of a Fund’s share-

holders. All securities transactions are made so as to obtain the most efficient execution at the lowest

transaction cost. Nothing in this policy, however, is to be construed to prohibit Fenimore from allocating

transactions to firms whose brokerage charges may include the cost of providing investment advisory or

research or other legally permitted services which Fenimore deems to be necessary and/or valuable to the

successful management of its assets. Each buy or sell order will be placed according to the type, size and

kind of order involved and as each condition may demand, so as to attempt to secure the best result for Feni-

more and Fund shareholders, all factors considered. For the fiscal years ending December 31, 2010, 2009,

and 2008, respectively, aggregate commissions paid totaled $140,787, $98,700, and $234,997 for FAM

Value Fund. With respect to FAM Equity-Income, for the fiscal years ending December 31, 2010, 2009, and

2008, respectively, the aggregate commissions paid totaled $42,803, $30,372, and $51,753. No commissions

were paid by either Fund to any affiliated parties.

17

FAM Funds — Statement of Additional Information

PART C

OTHER INFORMATION

ITEM 28.   EXHIBITS

(a)(1)    Declaration of Trust¹

(b)

By-Laws¹

(c)

Not Applicable

(d)(1)    Investment Advisory Agreement between Registrant and Fenimore Asset

Management, Inc. with respect to FAM Value Fund¹

(2)

Investment Advisory Agreement between Registrant and Fenimore Asset

Management, Inc. with respect to FAM Equity-Income Fund¹

(e)

Distribution Agreement¹

(f)

Not Applicable

(g)

Custodian Agreement between Registrant and Firstar Bank, N.A.¹

(h)(1)    Shareholder Services Agreement¹

(2)

Fund Accounting and Administrative Services Agreement¹

(i)

Not Applicable

(j)

Consent of BBD, LLP (filed herewith)

(k)

Not Applicable

(l)

Not Applicable

(m)(1) Distribution and Service Plan¹

C-1

(m)(2) Dealer Agreement¹

(n)

Rule 18f-3 Plan¹

(p)

Codes of Ethics¹

¹ Filed previously and incorporated by reference herein.

C-2

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH

REGISTRANT

Not Applicable.

ITEM 30. INDEMNIFICATION

Reference is made to Article IV, Section 4.3, of the Registrant's Declaration of Trust.

Insofar   as   indemnification   for   liabilities   arising   under   the   Securities   Act   of   1933   may   be

permitted   to   trustees,   officers   and   controlling   persons   of   the   Registrant   by   the   Registrant

pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of

the Securities and Exchange Commission, such indemnification is against public policy as

expressed   in   the   Act   and,   therefore,   is   unenforceable.   In   the   event   that   a   claim   for

indemnification against such liabilities (other than the payment by the Registrant of expenses

incurred or paid by trustees, officers or controlling persons of the Registrant in connection with

the successful defense of any act, suit or proceeding) is asserted by such trustees, officers or

controlling persons in connection with the shares being registered, the Registrant will, unless in

the opinion of its counsel the matter has been settled by controlling precedent, submit to a court

of appropriate jurisdiction the question whether such indemnification by it is against public

policy as expressed in the Act and will be governed by the final adjudication of such issues.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Fenimore Asset Management, Inc. serves as the investment adviser for the Registrant. The

business and other connections of Fenimore Asset Management, Inc. are set forth in the Uniform

Application    for    Investment    Adviser    Registration    ("Form    ADV")    of    Fenimore    Asset

Management,   Inc.   (801-10429)   as   currently   filed   with   the   SEC   which   is   incorporated   by

reference herein.

ITEM 32. PRINCIPAL UNDERWRITER

Fenimore Securities, Inc. serves as principal underwriter for the Registrant and is located at 384

North Grand Street, Cobleskill, New York 12043. The Registrant is the only entity for which

Fenimore Securities, Inc. serves as principal underwriter.

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS

The accounts, books, and other documents required to be maintained by Registrant pursuant to

Section 31(a) of the Investment Company Act of 1940 and rules promulgated thereunder are in

the possession of Fenimore Asset Management, Inc., and FAM Shareholder Services, Inc., 384

North Grand Street, Cobleskill, New York 12043.

C-3

ITEM 34. MANAGEMENT SERVICES

Not Applicable.

ITEM 35. UNDERTAKINGS

None.

C-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of

1940, the Registrant certifies that it meets all the requirements for effectiveness of this Post-

Effective Amendment to its Registration Statement under Rule 485(b) under the Securities Act

of 1933 and has duly caused this Registration Statement to be signed on its behalf by the

undersigned, thereunto duly authorized, in the City of Washington in the District of Columbia,

on this 29th day of April 2011.

FENIMORE ASSET MANAGEMENT TRUST

By: /s/ Thomas O. Putnam

Thomas O. Putnam, President⁽¹⁾

By: /s/ Patrick W.D. Turley

Patrick W.D. Turley, as attorney in fact

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been

signed below by the following persons in the capacities and on the date indicated:

SIGNATURE

TITLE

DATE

/s/ Thomas O. Putnam

President and Trustee

April 29, 2011

Thomas O. Putnam⁽¹⁾

(Principal Executive Officer)

/s/ Fred Lager

Trustee

April 29, 2011

Fred Lager⁽²⁾

/s/ C. Richard Pogue

Trustee

April 29, 2011

C. Richard Pogue⁽³⁾

/s/ John J. McCormack, Jr.

Trustee

April 29, 2011

John J. McCormack, Jr.⁽⁴⁾

/s/ Barbara V. Weidlich

Trustee

April 29, 2011

Barbara V. Weidlich⁽⁴⁾

/s/ Kevin J. McCoy

Trustee

April 29, 2011

Kevin J. McCoy⁽⁵⁾

C-5

/s/ Paul A. Keller

Trustee

April 29, 2011

Paul A. Keller⁽⁶⁾

/s/ Joseph A. Bucci

Treasurer (Principal Financial and

April 29, 2011

Joseph A. Bucci⁽³⁾

Accounting Officer)

By:

/s/ Patrick W.D. Turley

Patrick W.D. Turley

as attorney-in-fact

(1)

Pursuant to power of attorney filed with Post-Effective Amendment

No. 12 as filed on April 29, 1994.

(2)

Pursuant to power of attorney filed with Post-Effective Amendment

No. 22 as filed on May 1, 1998.

(3)

Pursuant to power of attorney filed with Post-Effective Amendment

No. 26 as filed on May 1, 2001.

(4)

Pursuant to power of attorney filed with Post-Effective Amendment

No. 32 as filed on April 29, 2004.

(5)

Pursuant to power of attorney filed with Post-Effective Amendment

No. 36 as filed on May 1, 2007.

(6)

Pursuant to power of attorney filed herewith.

C-6

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints

Joseph A. Bucci, Charles H. Richter, Thomas O. Putnam, Patrick W.D. Turley and Stephen T.

Cohen, and each of them, his true and lawful attorney-in-fact and agent, with full power of

substitution and re-substitution for him in his name, place and stead, to sign any and all

registration statements applicable to Fenimore Asset Management Trust and any amendments or

supplements thereto, and to file the same, with all exhibits thereto and other documents in

connection   therewith,   with   the   Securities   and   Exchange   Commission,   or   the   securities

administrator of any jurisdiction, granting unto said attorney-in-fact and agent full power and

authority to do and perform each and every act and thing requisite and necessary to be done, as

fully to all intents and purposes as he might or could do in-person, hereby ratifying and

confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may

lawfully do or cause to be done by virtue hereof.

/s/ Paul A. Keller

Paul A. Keller

Date:    August 10, 2010

C-7

EXHIBIT INDEX

(j)

Consent of BBD, LLP

C-8

Summary Section	3
FAM Value Fund	3
FAM Equity-Income Fund	6
More About Investment Objectives, Principal InvestmentStrategies, and Risks	10
More About Investment Objectives	10
More About Principal Investment Strategies	10
More About Principal Risks	11
Fund Management	12
The Investment Advisor	12
Portfolio Managers	12
Shareholder Information	14
Pricing Fund Shares	14
Householding of Shareholder Mailings	14
Purchasing and Adding to Your Shares	14
Important Information About Procedures for Opening an Account	15
Account Minimums	15
Automatic Investment Plan	16
Wire Instructions	16
IRA and Retirement Accounts	17
Purchases Through Selected Dealers	17
Payments to Third Parties by the Advisor	18
Instructions for Redemption of Shares	19
Definition of Good Order	19
Signature Guarantees	20
Systematic Withdrawal Plan	20
Information on Distributions and Taxes	20
Tax Information	21
Financial Highlights	23
FAM Value Fund	24
FAM Equity-Income Fund	25
To Obtain Additional Information	28