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485APOS 1 485posa.htm FAM SMALL CAP FUND 485APOS 1:

As filed with the Securities and Exchange Commission on November 18, 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. 43

/X/

and

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

AMENDMENT NO. 46

/X/

FENIMORE ASSET MANAGEMENT TRUST

(Exact Name of Registrant as Specified in Charter)

384 North Grand Street

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 seventy five days after filing pursuant to

paragraph (a)(2) of Rule 485 or on such earlier date as the Commission may designate pursuant

to paragraph (a)(3) of Rule 485.

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED

Subject to Completion

Dated: November 18, 2011

FAM Funds Investor Share Class

P R O S P E C T U S

FAM SMALL CAP FUND

TICKER

D A T E : F e b r u a r y 1 , 2 0 1 2

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

FAM Small Cap Fund

More About Investment Objectives, Principal Investment

Strategies, and Risks

More About Investment Objectives

More About Principal Investment Strategies

More About Principal Risks

Fund Management

The Investment Advisor

Portfolio Managers

Prior Performance of Comparable Accounts

Shareholder Information

Pricing Fund Shares

Householding of Shareholder Mailings

Purchasing and Adding to Your Shares

Important Information About Procedures

for Opening an Account

Account Minimums

Automatic Investment Plan

Wire Instructions

IRA and Retirement Accounts

Purchases Through Selected Dealers

Payments to Third Parties by the Advisor

Instructions for Redemption of Shares

Definition of Good Order

Signature Guarantees

Systematic Withdrawal Plan

Information on Distributions and Taxes

Tax Information

Financial Highlights

FAM Small Cap Fund

To Obtain Additional Information

FAM Small Cap Fund

Summary Section

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

capital.

The Fund is a non-diversified fund.

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 ER 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

1.50%

Total annual fund operating expenses

2.50%

Fee waiver and/or expense reimbursement²

1.00%

Total Annual Fund Operating Expenses after Waiver and/or

Reimbursement²

1.50%

¹Based on estimated amounts for the Fund's initial fiscal year of operations.

²Fenimore Asset Management (FAM) has entered into a contractural agreement with FAM Small Cap Fund to limit the total operating expenses of the Fund's Investor Class shares to 1.50% of its average daily net assets through May 1, 2015. This expense limitation agreement may only be amended by the Fund's Board of Trustees.

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 andthen 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

Investor Class

$153

$474

FAM Small Cap Fund

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. The fund has no portfolio turnover rate to date because it has not yet started to operate.

Principal Investment Strategies: Under normal market conditions, the Fund invests at least 80% of its net assets plus the amount of any borrowings for investment purposes in securities of small cap companies. The Fund considers small cap companies to be those issuers having market capitalizations of between $50 million and $1 billion, measured at the time of purchase. The Fund’s policy of investing at least 80% of its net assets in small cap companies may only be changed upon 60 days prior notice to shareholders.

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 earn- ings, cash ﬂow and/or book value, and Fenimore's opinion as to its future potential. After identifying a company whose securities are determined to have a favorable valuation, 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.

Principal Risks:

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

• Non-diversification Risk – the Fund is classified as a “non-diversified” fund which means that the Fund may own larger positions in a smaller number of securities. A fund that is less diversified, such as the Fund, may be more susceptible to adverse economic, political, or regulatory developments affecting a single issuer than a fund that is more broadly diversified.

• Stock Market Risk - the value of stocks ﬂuctuate in response to the activities of individual companies and general stock market and economic conditions. Stock prices may decline over short or extended 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.

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

FAM Small Cap Fund

Summary Section

Performance: The inception date for the Fund is February 1, 2012. The Fund's performance will then be compared to the Russell 2000 Index. Updated performance information may be obtained at the Fund's website www.famfunds.com.

Investment Advisor: Fenimore Asset Management, Inc.

Portfolio Co-Managers: Thomas O. Putnam, Chairman and Marc D. Roberts, CFA of

Fenimore Asset Management, Inc. Mr. Putnam has managed assets for the Advisor since

1974. Mr. Roberts serves as co-manager of the FAM Small Cap Fund with Mr. Putnam. Mr.

Roberts is employed by Fenimore as an Investment Research Analyst and has been actively

involved in research activities since he joined the firm in 2007.

Purchase and Sale of Fund Shares: The minimum initial purchase is $5000 for a regular ac-

count and $2000 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 electronic 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 6.

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 investing 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.

More About Investment Objectives,

Principal Investment Strategies, and Risks

More About Investment Objectives

FAM Small Cap Fund's investment objective is to maximize long-term return on capital.

The Fund is a non-diversified fund.

More About Principal Investment Strategies

Under normal market conditions, the Fund invests at least 80% of its net assets plus the amount of any borrowings for investment purposes in securities of small cap companies. The Fund considers small cap companies to be those issuers having market capitalizations of between $50 million and $1 billion, measured at the time of purchase. The Fund’s policy of investing at least 80% of its net assets in small cap companies may only be changed upon 60 days prior notice to shareholders. 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.

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 provides 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.

For temporary defensive purposes, the Fund may invest all of its assets in fixed-income

securities. Generally, the Fund intends 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 peri-

ods the Fund might not achieve its stated investment objectives.

The Fund may also engage in certain investment techniques to a limited extent that are not

part of their principal investment strategies. For example, the Fund is permitted to utilize

options, futures contracts and options on futures contracts. The 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 Fund may invest in the shares of other investment companies and the 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 investing methodology. Additional information concerning these investment techniques,

including their risks, are set forth in the Fund's Statement of Additional Information.

More About Investment Objectives,

Principal Investment Strategies, and Risks

More About Principal Risks

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

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.

Non-diversification Risk. The Fund is classified as a “non-diversified” fund which means

that the Fund may own larger positions in a smaller number of securities. A fund that is less

diversified, such as the Fund, may be more susceptible to adverse economic, political, or

regulatory developments affecting a single issuer than a fund that is more broadly diversified.

The Fund will be subject to certain diversification requirements that are imposed on mutual

funds for federal income tax purposes and it will be required to comply with these tax diver-

sification requirements on a quarterly basis.

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 Fund are subject to the risk that the

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

investments in value stocks may limit its downside risk over time, the Fund may produce

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

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 Fund as a long-term investment.

An investment in the FAM Small Cap Fund is not a bank deposit and is not insured or guar-

anteed by the Federal Deposit Insurance Corporation or any other government agency.

Fund Management

The Investment Advisor

The Investment Advisor to the FAM Small Cap Fund 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, pension, profit sharing, IRA and Keogh plans, corporations, and non-profit organizations generally 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 investment management and research activities. Mr. Putnam is the sole shareholder of FAM Shareholder Services, Inc., the Fund's shareholder servicing agent and Fenimore Securities, Inc., the Fund's principal underwriter.

Portfolio Managers

Mr. Putnam co-manages the FAM Small Cap Fund and 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.

Marc D. Roberts, CFA, serves as co-manager of the FAM Small Cap Fund with Mr. Putnam.

Mr. Roberts is employed by Fenimore as an Investment Research Analyst and has been actively

involved in research activities since he joined the firm in 2007.

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 the Fund equal to 1% per annum of thedaily market value of its net assets. Fenimore has entered into a contractual expense limiaveragetation

agreement with the Fund pursuant to which it has agreed to limit the total operating expenses

(excluding acquired fund fees and expenses and certain other expenses) of the Fund to 1.50%,

through May 1, 2015. This expense limitation agreement may only be amended by the Fund's

Board of Trustees.

The Fund, 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 Fund and Fenimore. In addition, the Fund and Fenimore have developed procedures that

Fund Management

provide for the administration and enforcement of the Code through the continuous monitor-

ing of personal trading practices.

Prior Performance of Comparable Accounts

The table below sets forth performance data relating to the historical performance of the

Advisor’s Small Cap Composite (the “Composite”) as compared to the Fund’s and the

Composite’s benchmark index, the Russell 2000 Index. The Composite represents the per-

formance of an account managed by the co-portfolio managers for the Fund, which are those

individuals primarily responsible for the day-to-day management of the Fund’s portfolio.

During all periods presented, the co-portfolio managers had complete investment discretion

and responsibility for selecting the securities to buy and sell for the account in the Composite.

The account represented in the Composite has substantially similar investment objectives,

policies, and strategies as those of the Fund. The account in the Composite was not subject

to the requirements of the Investment Company Act of 1940 or Subchapter M of the Internal

Revenue Code, which, if imposed, could have affected its performance. The performance

information for the Composite is the gross total return of the Composite, as adjusted to reflect

the advisory fee charged to the account in the Composite.

The investment results presented below are not those of the Fund and are not intended to

predict or suggest returns that might be experienced by the Fund or an individual investor

having an interest in the Fund. These total return figures represent past performance and do

not indicate future results, which will vary.

TOTAL RETURN FOR THE ADVISOR’S SMALL CAP COMPOSITE AND THE

RUSSELL 2000 INDEX

Small Cap Composite

Russell 2000 Index^†

Year

Annual Total Return

2009

2010

2011

Time Period

Average Annual

(thru 12/31/11)

Total Return

1 year

3 years

Since inception (9/30/08)

† The Russell 2000 Index is designed to measure the performance of the small cap segment the U.S. equity markets.

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

sufficient trading in the Fund’on weekends and on the following holidays: New Ys portfolio of securities. The New Year’s Day, 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 the Fund’s portfolio will ordinarily be valued based upon market

quotes. If market quotations are not available, securities or other assets will be valued by a

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

the NAV, the 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, the Fund will send a single copy of most financial

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

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

additional copies be sent by notifying the Fund.

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 FAM Funds. 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

eAll applications to purchase Fund shares are subject to acceptance by Fmployees and affiliated persons (including family members) of FAM.AM and are not bind-

ing until so accepted. FAM will only accept telephone orders for the purchase of shares if

done by electronic debit through bank information on file. FAM reserves the right to reject

applications in whole or in part.

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 Fund, to obtain, verify and record informa-

tion 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 Fund 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 Fund and other financial institutions from opening accounts unless

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

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

Account Minimums

To begin an investment in the Fund 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 Small Cap Fund

To open a new account

$5000

To open a new retirement account

IRA, Roth IRA, SEP, SIMPLE IRA,

403(b)(7), Coverdell ESA or Individual 401(k)

$2000

To open a Uniform Transfer to Minors

(UTMA) or Uniform Gift to Minors (UGMA)

$2000

To open a new account through our

Automatic Investment Program*

$2000

*FAM’s Automatic Investment Plan requires the systematic addition of at least $50 per

month, as described below.

Shareholder Information

Automatic Investment Plan

The Fund offers an Automatic Investment Plan whereby authorization is granted and instruc-

tions 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.

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 the Fund upon the

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

IRAs, 403(b)(7) Plans, Coverdell ESAs and Individual 401(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 the 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 compliance maintenance of retirement plans. Therefore, it is recommended that professional counsel be retained by the investor before investing such monies in shares of the Fund.

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 401(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 Fund. FAM may accept orders from

broker-dealers who have been previously approved by the Fund. It is the responsibility of such

broker-dealers to promptly forward purchase or redemption orders to the Fund. If the broker-

dealer submits trades to the Fund, the Fund 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 the Fund 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 Fund. Shareholders who wish to transact through a broker-dealer should contact FAM at (800) 932-3271 for further information.

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 Fund or its shareholders, provide compensation to cer-

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

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

those intermediaries that provide shareholder servicing, marketing support, broker education,

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 Fund 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 inter-

mediary provides shareholder services to shareholders of the Fund. Revenue sharing pay-

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

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

Fund. You should note that if one mutual fund sponsor makes greater distribution assistance

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

incentive to recommend one fund complex over another.

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 FAM, 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.

Shareholder Information

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 Fund and its 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.

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.

Shareholder Information

Signature guarantees will be required under the following circumstances:

1. Redemption of Shares IF:

• the value of shares being redeemed exceeds $50, 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 the

Fund has net capital gains for the year, it is usually declared and paid in December to share-

holders of record in the month of December.

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.

Shareholder Information

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's 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 the 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.

The Fund is 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 Fund 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 Fund.

FAM Funds reports cost basis for all covered shares to both you and the IRS. When filing

your tax return – beginning with the 2012 tax year – you will be required to use the cost basis

reported on your Form 1099-B for your covered shares. FAM funds has chosen the Average

Cost method as its default cost accounting method.

Shareholder Information

Frequent Trading Policy. The Fund is 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 the

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

Fund 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 Fund

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 the Fund. The Trust reserves the right, however, to

impose certain limitations at any time with respect to trading in shares of the Fund, includ-

ing 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 Fund. The Fund's 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 Fund discloses on its

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

information regarding its portfolios (e.g., Top Ten holdings, asset allocation, sector break-

down). 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 informa-

tion is made publicly available. A complete list of the 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 Fund's policies and procedures with respect to the disclosure

of the Fund's portfolio securities is provided in the Statement of Additional Information

(SAI).

Financial Highlights

Because the Fund had not yet commenced operations as of the date of this prospectus, finan-

cial highlight information is not available.

To Obtain Additional Information

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

copies of the Fund's Annual or Semi-Annual Reports or SAI, which are available without

charge, or would like to make inquiries about the Fund, free reports on the Fund 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

The 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 Fund. The SAI is incorporated by

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

Information about the Fund, 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

Converted by EDGARwiz .style1 { font-family: Sabon, "Times New Roman"; } .style2 { font-size: 8.15pt; } .style3 { font-size: 8.75pt; }

Subject to Completion

Dated: November 18, 2011

FAM Funds Advisor Share Class

P R O S P E C T U S

FAM SMALL CAP FUND

TICKER

D A T E : F e b r u a r y 1 , 2 0 1 2

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

FAM Small Cap Fund

More About Investment Objectives, Principal Investment

Strategies, and Risks

More About Investment Objectives

More About Principal Investment Strategies

More About Principal Risks

Fund Management

The Investment Advisor

Portfolio Managers

Prior Performance of Comparable Accounts

Shareholder Information

Pricing Fund Shares

Householding of Shareholder Mailings

Purchasing and Adding to Your Shares

Important Information About Procedures

for Opening an Account

Account Minimums

Automatic Investment Plan

Wire Instructions

IRA and Retirement Accounts

Purchases Through Selected Dealers

Payments to Third Parties by the Advisor

Distribution and Service (12b-1 Fees)

Instructions for Redemption of Shares

Definition of Good Order

Signature Guarantees

Systematic Withdrawal Plan

Information on Distributions and Taxes

Tax Information

Financial Highlights

FAM Small Cap Fund

To Obtain Additional Information

FAM Small Cap Fund

Summary Section

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

capital.

The Fund is a non-diversified fund.

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

none

A N N UA L F U N D O P ER 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

1.50%

Total annual fund operating expenses

3.50%

Fee waiver and/or expense reimbursement²

1.00%

Total Annual Fund Operating Expenses after Waiver and/or

Reimbursement²

2.50%

¹Based on estimated amounts for the Fund's initial fiscal year of operations.

²Fenimore Asset Management (FAM) has entered into a contractural agreement with FAM Small Cap Fund to limit the total operating expenses of the Fund's Advisor Class shares to 2.50% of its average daily net assets through May 1, 2015. This expense limitation agreement may only be amended by the Fund's Board of Trustees.

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

Advisor Class

$253

$779

FAM Small Cap Fund

Summary Section

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 earn ings, cash ﬂow and/or book value, and Fenimore's opinion as to its future potential. After identifying a company whose securities are determined to have a favorable valuation, Fenimore plans to invest in such securities until the "true business worth" nears the market price of the company's securities.