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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT

OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04750

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Fenimore Asset Management Trust

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(Exact name of registrant as specified in charter)

384 North Grand Street

P.O. Box 399

Cobleskill, New York 12043

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(Address of principal executive offices) (Zip code)

Thomas O. Putnam

Fenimore Asset Management Trust

384 North Grand Street

Cobleskill, New York 12043

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(Name and address of agent for service)

Registrant's telephone number, including area code: 1-800-453-4392

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Date of fiscal year end: December 31

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Date of reporting period: June 30, 2014

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Form N-CSR is to be used by management investment companies to file reports

with the Commission not later than 10 days after the transmission to

stockholders of any report that is required to be transmitted to stockholders

under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).

The Commission may use the information provided on Form N-CSR in its

regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR,

and the Commission will make this information public. A registrant is not

required to respond to the collection of information contained in Form N-CSR

unless the Form displays a currently valid Office of Management and Budget

("OMB") control number. Please direct comments concerning the accuracy of the

information collection burden estimate and any suggestions for reducing the

burden to Secretary, Securities and Exchange Commission, 450 Fifth Street,

NW, Washington, DC 20549-0609. The OMB has reviewed this collection of

information under the clearance requirements of 44 U.S.C. ss. 3507.

Item 1. Reports to Stockholders.

The semi-annual report to stockholders is filed herewith.

FAM Funds

In-depth research. Insightful investing.

SEMI-ANNUAL REPORT - JUNE 30, 2014

Value Fund

Equity-Income Fund

Small Cap Fund

Table of Contents

Chairman’s Commentary

Expense Data

FAM Value Fund

Letter to Shareholders

Portfolio Data

Statement of Investments

FAM Equity-Income Fund

Letter to Shareholders

Portfolio Data

Statement of Investments

FAM Small Cap Fund

Letter to Shareholders

Portfolio Data

Statement of Investments

Statement of Assets and Liabilities

Statement of Operations

Statement of Changes in Net Assets

Notes to Financial Statements

Supplemental Information

FAM Funds has adopted a Code of Ethics that applies to its principal

executive and principal financial officers. You may obtain a copy of this Code

without charge, by calling FAM Funds at (800) 932-3271.

Chairman’s Commentary

June 30, 2014

Dear Fellow Shareholder,

As I write, people around the world are fixated on the outcomes of a series of soccer matches

called the World Cup. Every day reports of the unexpected emanate from Brazil. For

instance, it surprised many that the U.S. advanced from its ominous-sounding “Group of

Death” to play even one match in the knockout round. Even more astounding to some was

that 2010 World Cup Champion Spain failed to advance out of group rounds. Despite the

heightened drama, Brazil is not the only source of surprises this summer. We too have found

a few as we take this mid-year pause to assess the state of financial markets and provide

you with a review of the Funds.

The fact that U.S. equities (as measured by the S&P 500 Index) were in positive territory at

the halfway mark is a wonder to many. Conventional wisdom at the end of 2013 seemed to

be that U.S. equities were destined to fall in 2014 if for no other reason than they had such

a strong run last year. It initially looked like the conventionalists were, in fact, wise as the

S&P 500 fell nearly 6% in January on uncertainty in emerging markets and heightened ten-

sions with Russia over Ukraine and the Crimea Conflict. Calm was eventually restored and

the markets embarked on a slow, surprisingly staid slog upward to mid-year gains. Overall,

every major U.S. stock market index was up during the first half of 2014.

Using second quarter earnings estimates, the S&P 500’s operating earnings per share are

expected to be up 4.2% year-to-date. So, the index grew slightly faster than earnings which

resulted in a modest increase in the market’s trailing price-to-earnings multiple (P/E) from

17.2 to 17.7. Using projected estimates, the S&P 500 was priced at 15.6 times earnings

expected over the next 12 months. Valuation levels — whether using trailing or projected

earnings — fall within historical ranges and help confirm our view that equity markets, in

the aggregate, are fairly valued.

While equity performance thus far this year may have astonished some, lower interest rates

have been a shock to most. At this time last year, I was writing about fears that the Federal

Reserve’s plan to begin reducing long-term bond purchases (“tapering”) would lead to higher

interest rates and be, at the very least, disruptive to U.S. equity markets. Well, after six

months of tapering not only are our stocks higher, but long-term interest rates have actually

fallen. On December 31, 2013 the benchmark 10-year Treasury note yielded 3.03% and on

June 30, 2014 it was 2.53%, a decline of 50 basis points! Yields on other longer-dated fixed

income instruments, such as corporate and municipal bonds, fell in similar fashion — often

more.

The surprise decline in long-term interest rates is important for many reasons; I will men-

tion a few. First, it serves as an important reminder that the consensus is often wrong;

Chairman’s Commentary

frequently so on matters of macroeconomics. This lesson never gets old. Second, it has given

companies more time to raise cheap capital to reinvest internally, make acquisitions, or

reconstitute their capital structures — all of which often leads to per-share intrinsic value

growth. Most of the businesses we invest in have completed one or more of these activities

in 2014. Lastly, the lower interest rate environment has extended and intensified the agony

of those seeking to live off interest generated from fixed income securities. With increased

pressure, some have stretched even further in credit quality or duration to achieve a tar-

geted yield and, we fear, may be taking on risks of which they are unaware. This may lead

to some unpleasant surprises.

As estimated, the companies in which we invest have collectively grown their earnings —

and earning power — during the first half of 2014. Reflecting this, all three FAM mutual

funds ended this time period in positive territory performing admirably in an equity mar-

ket that has favored the lower-quality companies we avoid. The Value Fund rose 6.29%, the

Equity-Income Fund grew 5.52%, and the Small Cap Fund was up 0.68%. By our estimates,

business values of our holdings appreciated more than their share prices. Over time, we

expect these two to track pretty closely but values and prices often diverge in the short run.

We have invested in a collection of businesses with impressive earnings power. On a dollar-

weighted basis, our holdings reported a return of 15% on equity over the past year, with only

a modest amount of leverage. Adjusting for dividend payouts these companies also reported

that they grew nearly 12% over the past year without the use of new, potentially dilutive

capital. This, along with other avenues for value enhancement including acquisitions, cost

cutting, and share repurchases, should help drive growth of the value of our businesses.

In the first half of 2014 we added 10 new companies to our Funds and sold 10. This parity

is just a coincidence, but it is indicative of opportunistic upgrades to our portfolios — swap-

ping good companies for equal or better enterprises that have better return potential.

Indeed, with a couple of exceptions, our sales were the kind we like: good companies that

had appreciated to levels that diminished our margin of safety beyond what we think is

reasonable. The businesses we added to our holdings, some of which you will read about in

the Fund Managers’ letters, run the gamut from banks to retailers and land developers to

hotels. Shared among them, though, are key characteristics — they are quality, well-run,

conservatively-financed businesses.

For many, the World Cup will produce no surprises merely because there were no expecta-

tions. For the same reason, we will not likely be startled by stock performance in the back

half of 2014. Absent a large decline, though, we do expect it to continue to be difficult to

Chairman’s Commentary

find great companies selling at bargain prices. You can rest assured, however, that we are

not deterred. We will travel further, make more phone calls, read more 10Ks, and turn over

more stones as we seek to preserve capital and achieve positive risk-adjusted returns for

you our shareholders.

Thomas O. Putnam, Founder & Chairman

Research Team

Andrew F. Boord

John D. Fox, CFA

Kevin D. Gioia, CFA

Paul C. Hogan, CFA

Marc D. Roberts, CFA

Drew P. Wilson, CFA

FAM Funds — Expense Data

As of June 30, 2014 (Unaudited)

As a shareholder of the Funds, you incur ongoing costs, including management fees, and

other Fund expenses. This Example is intended to help you understand your ongoing costs

(in dollars) of investing in the Funds and to compare these costs with the ongoing costs of

investing in other mutual funds.

The Example is based on an investment of $1,000 at the beginning of the period and held

for the entire period (1/1/2014 to 6/30/2014).

Actual Expenses

Line (A) of the following tables provides information about actual account values and ac-

tual expenses. You may use the information in this line, together with the amount you in-

vested, to estimate the expenses that you paid over the period. Simply divide your account

value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then mul-

tiply the result by the number in the line for your share class under the heading entitled

“Expenses Paid During Period” to estimate the expenses you paid on your account during

this period.

Hypothetical Example for Comparison Purposes

Line (B) of the following table provides information about hypothetical account values and

hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of re-

turn of 5% per year before expenses, which is not the Fund’s actual return. The hypotheti-

cal account values and expenses may not be used to estimate the actual ending account

balance or expenses you paid for the period. You may use this information to compare the

ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypo-

thetical example with the 5% hypothetical examples that appear in the shareholder reports

of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs

only. Therefore, line (B) of the table is useful in comparing ongoing costs only, and will not

help you determine the relative costs of owning different funds.

FAM Funds — Expense Data continued

Six months ended June 30, 2014 (Unaudited)

FAM Value Fund

Beginning

Ending

Expenses

Account Value

Paid

1/1/2014

6/30/14

During Period

A. Ongoing Costs Based on Actual Fund

$1,000.00

$1,062.90

$5.98*

Return

B. Ongoing Costs Based on Hypothetical

$1,000.00

$1,019.20

$5.86*

5% Yearly Return

*Expenses are equal to the Fund’s annualized expense ratio of (1.17%), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

FAM Equity-Income Fund

Beginning

Ending

Expenses

Account Value

Paid

1/1/2014

6/30/14

During Period

A. Ongoing Costs Based on Actual Fund

$1,000.00

$1,055.20

$6.42*

Return

B. Ongoing Costs Based on Hypothetical

$1,000.00

$1,018.75

$6.31*

5% Yearly Return

*Expenses are equal to the Fund’s annualized expense ratio of (1.26%), multiplied by the average account

value over the period, multiplied by 181/365 (to reflect the one-half year period).

FAM Small Cap Fund

Beginning

Ending

Expenses

Account Value

Paid

1/1/2014

6/30/2014

During Period

A. Ongoing Costs Based on Actual Fund

$1,000.00

$1,006.80

$7.17*

Return

B. Ongoing Costs Based on Hypothetical

$1,000.00

$1,017.65

$7.20*

5% Yearly Return

* Expenses are equal to the Fund’s net annualized expense ratio of (1.44%), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

FAM Value Fund

June 30, 2014

Dear Fellow Value Fund Shareholder,

News from around the globe may be unsettling, but U.S. stocks continued their record-

setting pace for the first half of the year. Political challenges and unrest made headlines in

Russia and Iraq, but the stock market shrugged off these concerns with both the Dow Jones

Industrial Average and the S&P 500 Index hitting numerous all-time highs during the first

half of 2014. The biggest surprise in the financial markets this year is that interest rates in

the U.S. declined compared to unanimous predictions of an increase.

Performance Detail

At June 30, 2014 the net asset value per share of the FAM Value Fund was $65.70. This

represents an increase of 6.29% from the beginning of the year. For comparison, the S&P

500 Index increased 7.14%, the Russell Midcap Index increased 8.67%, and the Russell 2000

Index increased 3.19%.

Best Performers

The best performer, on a dollar-weighted basis, was EOG Resources with a gain of $10.314

million. EOG continues to be a successful investment since our original purchase in 2009.

Under former CEO Mark Pappa, EOG made a transition from a natural gas to an oil compa-

ny during the last five years. This transition proved visionary as oil prices have remained

elevated since 2011. The transition to a new CEO has not changed the EOG story as the busi-

ness remains committed to a strong balance sheet, high returns on capital, and a growing

dividend.

The Fund’s second-best performer was Zebra Technologies with a gain of $9.221 million.

Zebra performed well due to an acceleration of sales in its core business and the announce-

ment of a large acquisition.In April Zebra announced that it was acquiring the Enterprise

Business owned by Motorola Solutions for $3.45 billion. While the stock dropped more than

10% on the announcement of the acquisition, it quickly rebounded and hit new highs dur-

ing the second quarter. We took the opportunity to sell all of our shares in Zebra during

this period. To complete the acquisition Zebra will be borrowing $3 billion which we believe

is an excessive amount of debt given the cash flow of the combined company. While the

new corporation may be successful, we decided to maintain our discipline of investing in

businesses with strong balance sheets and sold the stock.

The third-best performer was Protective Life with a gain of $8.067 million. The price in-

crease was also the result of an acquisition, but in this case Protective is the seller — not

the buyer. In June Protective announced it was being purchased by a large Japanese insur-

ance company for $70 a share. It is bittersweet for us to see Protective go as it has one of

the better management teams in the life insurance business and is a longtime holding in

FAM Value Fund

the Fund. However, the $70 takeover offer is an excellent price and offers us full value for

our shares.

Worst Performers

In the six months ended June 30, 2014, our most significant losses were in the retail indus-

try. The entire retail sector has been a difficult area in 2014. The brutal winter of 2013-14,

along with increased competition from online commerce, has weighed on retail results

everywhere.

The Fund’s worst performer, on a dollar-weighted basis, was Bed Bath and Beyond with

a loss of -$7.921 million. The company’s stock hit an all-time high of $80 at the end of last

year. Since that time, Bed Bath has reported two disappointing quarters of earnings. The

poor performance is due to a combination of items including cold weather, increased com-

petition, and its investment spending on new initiatives. After a 29% price decline year-

to-date, the stock looks inexpensive at less than 12 times last year’s earnings per share.

Bed Bath maintains a fortress balance sheet with more than $500 million in cash and is an

aggressive buyer of its own shares.

The second-worst performer was also a retailer, Ross Stores, with a loss of -$5.041 million.

We have written about Ross Stores over the years as the stock has been a top performer

several times. While many retailers have reported declining earnings, Ross continues to

grow. Earnings per share increased last year by 10% and this year’s first quarter results

grew 7%. We still believe that Ross Stores remains relatively insulated from the challenges

in retail as the company’s offering of brand name fashions for less remains very popular.

Additionally, their physical stores allow consumers to partake in the “treasure hunt” as

new merchandise arrives every week.

The third-worst performer was Home BancShares which generated a loss of -$2.450 mil-

lion. The good news is that Home Bancshares was a very successful investment for the

Fund. We first purchased shares in Home in early 2011 at around $10 (adjusted for stock

splits). At that time investors were still licking their wounds from the financial crisis and

were suspicious of banks. We felt that Home BancShares was a well-run bank with con-

siderable financial strength that could take advantage of weaker competitors. This is ex-

actly what happened as the bank announced a number of acquisitions — growing their

assets from $3.8 billion, at the time of our purchase, to almost $7 billion by December 31,

2013. This success was recognized in the stock’s valuation which we estimated to be at the

high-end when 2013 closed. Consequently, we sold all of the Fund’s shares above $30 in the

first quarter. The $30+ price was considerably higher than our original stock purchase, but

lower than the stock’s price on 12/31/13 — this created the loss.

FAM Value Fund

Portfolio Activity

Purchases

We purchased stock in three new companies during the first half of the year: CDW Corpo-

ration, Starwood Hotels, and T. Rowe Price Group.

CDW is a distributor of technology equipment and services to customers in both business

and government segments. This is the second time we have invested in the company. We

originally purchased the stock in 2005. Two years later CDW was taken over by a private

equity firm. After six years of private ownership, CDW was taken public late last year and

this gave us the opportunity to repurchase the stock. As is typical under private ownership,

the business was saddled with a fair amount of debt. As CDW became public, its manage-

ment team indicated that they were committed to using the company’s significant free

cash flow to reduce that debt. As we track their progress so far, they are doing exactly as

they said and debt is declining at a fast pace. Each dollar of debt that is repaid creates one

dollar of new value for the stock holders. We believe that CDW will grow its core business

at a modest pace and, through the smart use of free cash flow, will have good returns for

its shareholders.

Starwood Hotels is an owner and operator of hotels around the world. Starwood operates

well-known brands like Sheraton, Westin, St. Regis, and W hotels. It is a global company

with hotels in 100 countries and is in the process of executing a time-tested strategy in

the hotel business called asset-lite. During this process, Starwood is selling hotels to other

investors and retaining the right to manage the hotel for a fee. This model has been very

successful for other large hotel enterprises and should create more than $3 billion of free

cash flow to deploy for the benefit of its shareholders over the next few years.

T. Rowe Price Group is an investment advisory firm that offers mutual funds and managed

accounts to a wide range of customers. The company has been very successful in the retire-

ment market. T. Rowe maintains a fortress balance sheet with more than $3 billion in cash

and investments along with no debt. The company is well-run with excellent long-term

earnings growth and more than 20 years of dividend increases. At our purchase price the

stock is trading in the lower end of its valuation range over the last decade.

Sales

In addition to the sales of Home BancShares and Zebra Technologies detailed above, there

were two other significant sales: TCF Financial and VCA Antech.

We owned shares in TCF Financial for more than a decade and it proved to be a poor in-

vestment. TCF was impacted by a host of difficulties over the years including a severe set-

back from the financial crisis. We owned a number of financial stocks through the crisis

and many of these stocks have gone on to all-time highs. TCF was different as it struggled

with credit losses long after most banks were reporting improved results. Additionally,

FAM Value Fund

TCF relied on consumer banking fees that were reduced in post-crisis regulations. We most

certainly should have sold the stock earlier, but it always seemed to be a good bargain. We

did add to the position at very low prices in 2012 and made an excellent return on those

purchases, but our overall results were poor.

Our ownership of VCA Antech is a better story. VCA Antech is the leading provider of pet

health care services in the country. We held a small position in the Fund in 2012 and added

to it in 2013 when we believed the stock was discounted nicely and the business was im-

proving. We were right on both counts and sold the stock this year after a good one-year

return.

Outlook

Commentary from the media concerning investing usually revolves around big themes

like economic growth or geopolitical developments. We tend to focus on individual com-

panies because we believe the results of a business will be reflected in its stock price over

time. As we look at the state of American commerce today through the lens of the compa-

nies in which we invest, we see a number of positive trends for stocks. First of all, stock

prices follow profits and the collective earnings of American industry are at record levels.

In fact, we expect 2014 to be the fourth consecutive year of record profits for the corpora-

tions in the S&P 500 Index. These earnings are the result of modest sales growth and excel-

lent cost control as many businesses are posting record margins.

In addition to profitability, there are two other important trends. The first is that the merg-

ers and acquisition market is very active. Companies are using their cash flow and the

ample financing environment to grow their businesses through acquisitions. For example,

six of the Top 10 Holdings in the Fund have been involved in at least one acquisition this

year. Our holdings, Brown & Brown and Mednax, have completed multiple transactions.

These acquisitions increase their sales and profits allowing them to grow faster in a slow-

growing economy. The other important trend is that management teams are getting bet-

ter at allocating the cash that their businesses generate. The current trend of shareholder

activists is well-recognized in corporate boardrooms and directors and executives alike are

sharpening their focus on using resources efficiently. As a result, we are seeing increased

dividends and smart share repurchases at many companies whose stock we own.

Of course, we are not the only ones to recognize these trends and the good performance

of businesses is currently reflected in the price you have to pay to purchase their stock.

We see most stocks at fair value, certainly not cheap, and it is much harder to find a bar-

gain compared to three years ago. However, the good news is that we do not necessarily

need new ideas at this time. We believe that each of the Fund’s holdings is solid and well-

positioned for the future. They also meet our four core criteria: quality/distinct business;

strong management team; financially strong; and selling at a reasonable price based on

our estimate of their economic worth. We are optimistic about the long term and will con-

tinue to work diligently on your behalf.

FAM Value Fund

Table of Long-Term Returns

Average Annual Total Returns as of June 30, 2014

Since

Inception

YTD

1-Year 3-Year 5-Year 10-Year

(1/2/87)

FAM Value Fund (FAMVX) 6.29% 21.90% 13.57% 16.84%

7.15%

10.69%

Russell Midcap Index

8.67% 26.85% 16.09% 22.07% 10.43%

12.06%

Russell 2000 Index

3.19% 23.64% 14.57% 20.21%

8.70%

9.88%

S&P 500 Index

7.14% 24.61% 16.58% 18.83%

7.78%

10.36%

The performance table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Thank you for investing with us in the FAM Value Fund.

John D. Fox, CFA

Thomas O. Putnam

Co-Manager

The opinions expressed herein are those of the portfolio managers as of the date of the

report and are subject to change. There is no guarantee that any forecast made will come

to pass. This material does not constitute investment advice and is not intended as an

endorsement of any specific investment.

Performance data quoted above is historical. Past performance is no guarantee of future

results. Current performance may be higher or lower than the performance data quoted.

The principal value and investment return of an investment will fluctuate so that your

shares, when redeemed, may be worth more or less than their original cost.

FAM Value Fund — Portfolio Data (Unaudited)

As of June 30, 2014 (Unaudited)

COMPOSITION OF TOTAL INVESTMENTS

Property & Casualty Insurance

12.9%

Machinery & Equipment

9.2%

Money Market Fund

6.5%

Retail Stores

6.1%

Oil & Gas Exploration

4.8%

Health Care Services

4.8%

Real Estate Development

4.7%

Insurance Agency

4.6%

Banking

4.5%

Investment Management

4.0%

Health Care Equipment/Devices

3.7%

Transportation

3.4%

Automotive

3.3%

Life Insurance

3.2%

Diversified Manufacturing

3.1%

Restaurants

2.8%

Computer Software & Services

2.5%

Advertising Agencies

2.4%

Auto Parts & Equipment

2.4%

Electronic Equipment

2.1%

Other

9.0%

Statement Regarding Availability of Quarterly Portfolio Schedule. Please note that (i) the Fund files

its complete schedule of portfolio holdings with the Securities and Exchange Commission for the

first and third quarters of each fiscal year on Form N-Q; (ii) the Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov; (iii) the Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330; and (iv) the Fund makes the information on Form N-Q available to shareholders, upon request, by calling FAM Funds at 1-800-932-3271.

FAM Value Fund — Statement of Investments

June 30, 2014 (Unaudited)

VALUE

COMMON STOCKS (93.5%)

Advertising Agencies (2.4%)

The Interpublic Group of Companies, Inc.

• provides advertising and marketing services

1,182,700

$ 23,074,477

Automotive (3.3%)

CarMax, Inc.*

• specialty retailer of used cars and light-trucks in the USA

600,000

31,206,000

Auto Parts & Equipment (2.4%)

Autozone, Inc.*

• retail and distribution of automotive replacement parts and accessories

41,700

22,361,208

Banking (4.5%)

Bank of the Ozarks, Inc.

• retail and commercial banking services in the Southeast

506,000

16,925,700

M&T Bank Corporation

• commercial and retail banking services to individuals, businesses, cor-

porations and institutions in the Northeast and Mid-Atlantic

95,000

11,784,750

South State Corporation⁺

• banking services to individual and corporate customers in the Carolinas

234,110

14,203,454

⁺Name changed 6/30/14 from First Financial Holdings, Inc.

42,913,904

Commercial Services (1.3%)

McGrath RentCorp

• modular building and electronic test equipment rentals,

347,000

12,752,250

subsidiary classroom manufacturing

Computer Software & Services (2.5%)

CDW Corporation

• provides information technology (IT) solutions

740,000

23,591,200

Diversified Manufacturing (3.1%)

Illinois Tool Works

• manufactures engineered products such as plastic and metal

339,950

29,766,022

components and fasteners

See Notes to Financial Statements

FAM Value Fund — Statement of Investments continued

June 30, 2014 (Unaudited)

VALUE

Electronic Equipment (2.1%)

FLIR Systems, Inc.

• designs, manufactures, and markets thermal imaging systems worldwide

564,728

$ 19,613,003

Health Care Distribution (1.9%)

Patterson Companies, Inc.

• operates as a distributor serving dental, companion-pet, veterinarian,

445,000

17,581,950

and rehabilitation supply markets in the USA and Canada

Health Care Equipment/Devices (3.7%)

StrykerCorp.

• operates a medical technology company offering Orthopedic Implants

266,000

22,429,120

and MedSurg Equipment

Waters Corporation*

• designs, manufactures, sells and services analytical instruments used

125,000

13,055,000

in a wide range of scientific research

35,484,120

Health Care Services (4.8%)

Mednax, Inc.*

• health care services company focused on physician services for

776,400

45,147,660

newborn, maternal-fetal and other pediatric subspecialty care

Home Furnishings (1.5%)

Mohawk Industries*

• produces floor covering products for residential and commercial applications

103,100

14,262,854

Hotels (1.0%)

Starwood Hotels & Resorts Worldwide Inc.

• operates as a hotel and leisure company

121,000

9,779,220

Insurance Agency (4.6%)

Brown & Brown, Inc.

• one of the largest independent general insurance agencies in the U.S.

1,409,696

43,291,764

See Notes to Financial Statements

FAM Value Fund — Statement of Investments continued

June 30, 2014 (Unaudited)

VALUE

Investment Management (4.0%)

Franklin Resources, Inc.

• provides investment management and fund administration

480,000

$ 27,763,200

services as well as retail-banking and consumer lending services

T. Rowe Price Group, Inc.

• publicly owned asset managment holding company providing its

125,000

10,551,250

services to individual and institutional investors, retirement plans, and

financial intermediaries

38,314,450

Life Insurance (3.2%)

Protective Life Corporation

• individual and group life/health insurance and investment contracts

432,100

29,957,493

Machinery & Equipment (9.2%)

Donaldson Company, Inc.

• designs, manufactures and sells filtration systems and replacement parts

642,400

27,186,368

Graco, Inc.

• supplies systems and equipment for the management of fluids in

180,550

14,097,344

industrial, commercial and vehicle lubrication applications

IDEX Corporation

• manufactures proprietary, highly engineered industrial products and pumps

576,750

46,566,795

87,850,507

Oil & Gas Exploration (4.8%)

EOG Resources, Inc.

• engages in the exploration, development, production and marketing of

297,000

34,707,420

natural gas and crude oil

Evolution Petroleum

• engages in the acquisition, exploitation, and development of properties

285,646

3,127,824

for the production of crude oil and natural gas

Southwestern Energy Co.*

• energy company that engages in the exploration, development, and

178,000

8,097,220

production of natural gas and crude oil

45,932,464

Property & Casualty Insurance (12.9%)

Berkshire Hathaway, Inc. - Class A*

• holding company for various insurance and industrial companies

163

30,953,781

See Notes to Financial Statements

FAM Value Fund — Statement of Investments continued

June 30, 2014 (Unaudited)

VALUE

Property & Casualty Insurance (continued)

Loews Corporation

• operates primarily as a commercial property and casualty insurance company

269,700

$ 11,869,497

Markel Corporation*

• sells specialty insurance products

64,850

42,518,254

White Mountain Insurance Group, Ltd.

• personal property and casualty insurance, and reinsurance

61,693

37,536,489

122,878,021

Publishing (1.4%)

John Wiley & Sons, Inc. - Class A

• publisher of print and electronic products, specializing in scientific,

technical, professional and medical books and journals

217,000

13,148,030

Real Estate Development (4.7%)

Brookfield Asset Management, Inc. - Class A

• asset management holding company that invests in property,

735,000

32,354,700

power and infrastructure

Forest City Enterprises Inc. - Class A*

• acquires, owns, develops, and manages commercial and residential real

600,000

11,922,000

estate and land in the United States

44,276,700

Restaurants (2.8%)

YUM! Brands, Inc.

• quick service restaurants including KFC, Pizza Hut and Taco Bell

330,600

26,844,720

Retail Stores (6.1%)

Bed Bath & Beyond, Inc.*

• national chain of retail stores selling domestic merchandise such as bed

345,600

19,830,528

linens, bath items, kitchen textiles and home furnishings

Ross Stores, Inc.

• chain of off-price retail apparel and home accessories stores

572,844

37,882,174

57,712,702

See Notes to Financial Statements

FAM Value Fund — Statement of Investments continued

June 30, 2014 (Unaudited)

VALUE

Semiconductors (1.3%)

Microchip Technology, Inc.

• develops, manufactures and sells semiconductor products for various

260,000

$ 12,690,600

embedded control applications

Specialty Chemical (0.6%)

Sigma-Aldrich Corporation

• develops, manufactures, purchases and distributes high quality

60,000

6,088,800

chemicals, biochemicals and equipment available throughout the world

Transportation (3.4%)

Forward Air Corporation

• provides surface transportation and related logistics services to the

389,233

18,624,799

deferred air freight market in North America

Knight Transportation

• transportation of general commodities in the U.S.

576,900

13,712,913

32,337,712

Total Common Stocks (Cost $347,004,847)

$888,857,831

TEMPORARY INVESTMENTS (6.5%)

Money Market Fund (6.5%)

Invesco Short Term Treasury Fund (Institutional Class)

(0.02%)**

61,847,520

Total Temporary Investments (Cost $61,847,520)

$ 61,847,520

Total Investments (Cost $408,852,367)

$950,705,351

* Non-income producing securities

** The rate shown represents the effective yield at 6/30/14

See Notes to Financial Statements

FAM Equity-Income Fund

June 30, 2014

Dear Fellow FAM Equity-Income Fund Shareholder,

Highlights

• FAM Equity-Income Fund posted a return of 5.52% for the first half of 2014.

• The 5-year annualized growth rate of the dividends for the Fund’s holdings was

9.8% as of 6/30/2014.

The strategy of the Fund is to invest in high-quality companies that pay solid dividends

and we like these dividends to grow over time. This can be a great advantage to sharehold-

ers because the dividend yield, based on the original cost basis of the investment, grows

as well. Our team handpicks each investment in the Fund through our active research

process. Due to the fact that we spend so much time getting to know these investments,

we want them to contribute to the performance of the Fund for many years. We have no

interest in selling holdings just to make a few percentage points of return before moving

on to the next short-term trade. We are looking for investments which will compound over

the long term; this has been the Fund’s philosophy since its inception in 1996.

Performance Detail

For the first half of the year the FAM Equity-Income Fund appreciated 5.52%, compared

to the S&P 500 Index which appreciated 7.14%, Russell Midcap Index which rose 8.67%,

and Russell 2000 Index which increased 3.19%. The Lipper Equity Income category which

tracks funds with a dividend strategy appreciated 7.27%. The strong stock market perfor-

mance continues to propel equities higher and the Fund participated in this upward trend.

Energy was our best performing sector in the Fund due to the turmoil in Ukraine and Iraq.

The technology sector also made a healthy contribution to performance. The consumer

sector had the largest negative impact on performance year-to-date, but also provided the

best opportunities to purchase stock in quality companies at deeply discounted prices.

Best Performers

The best performing company in the portfolio, on a dollar-weighted basis, was EOG Re-

sources with a gain of $2.569 million. EOG continues to be a successful investment since

our original purchase below $40 in 2009 to the recent quarter-end price of $116 per share.

Under former CEO Mark Pappa, EOG made a transition from a natural gas to an oil compa-

ny during the last five years. This transition proved visionary as oil prices have remained

elevated since 2011. The transition to a new CEO has not changed the EOG story as the busi-

ness remains committed to a strong balance sheet, high returns on capital, and a growing

dividend.

CDW Corp. contributed $1.487 million to the value of the Fund as the stock appreciated

FAM Equity-Income Fund

38% in the first half of the year and was the second-best performer. CDW is a distributor

of technology equipment and services to customers in both business and government seg-

ments. The corporation reported nice earnings growth in the first quarter and manage-

ment continued to pay down high-cost debt. The percent of ownership by private equity

also continued to decline.

The third-best performer, US Ecology, added $1.379 million to the value of the Fund with a

total return on the stock of 30.4%. US Ecology is a leading North American provider of en-

vironmental services to commercial and government entities. The company reported very

strong results for the first quarter which is typically a slow quarter due to winter weather.

Additionally, management made a large acquisition of Environmental Quality Company.

This acquisition makes US Ecology even more valuable in our eyes; however, it does have

some near-term execution risk as management integrates the organization. The stock is

up 35% year-to-date and 80% for the last 12 months.

Worst Performers

The toy company Mattel, Inc. was the worst performer, on a dollar-weighted basis, and de-

tracted from the value of the Fund by -$1.075 million. While Mattel has been a strong com-

pounder for several years, it reported weak results in both the fourth quarter (Christmas

season) and first quarter. The company struggled with a higher percentage of toy sales

coming from online sources — this left inventory levels too high at brick and mortar retail

stores. This is a fixable issue and management is dedicating great effort to address this

changing dynamic in the sales channel. Management is also working on better targeting

their advertising budget toward online sales. We bought additional shares after the stock

declined which we believe will be advantageous to the longer-term return of the Fund.

Discount apparel retailer Ross Stores was the second-worst performer with a loss of

-$0.914 million to the value of the Fund. The business reported earnings for their first fis-

cal quarter that were at the high end of management’s guidance, yet the stock declined in

tandem with other retailers. Ross is executing very well in this tough environment and we

believe it is well-positioned to continue growing into the future. We also feel it remains

relatively insulated from the challenges in retail as the company’s offering of brand name

fashions for less remains very popular. Ross only has 1,300 stores in 33 states and we be-

lieve it can support another 500 to 1,000 stores providing a long runway for growth. Ad-

ditionally, management continuously buys back stock and increased the dividend by 19%

over last year. It’s worth noting that the Fund has owned shares in Ross Stores for more

than a decade. Over the last 10 years the stock has compounded at 18.5% compared to 7.8%

for the S&P 500 Index. We are not concerned that the stock price return of Ross Stores lags

the S&P 500 for a six-month period.

FAM Equity-Income Fund

Tupperware Brands, also in the consumer space, was the third-worst performer declining

in value by -$0.386 million due to issuing guidance for the current year that was below

analysts’ expectations. Management is working to stabilize and transform their beauty

business in Mexico which is experiencing some competitive pressure from discounting as

well as a sales force reshuffle. The good news is that Tupperware continues to experience

double-digit growth in emerging markets which should provide continued organic growth

opportunities going forward. Moreover, share repurchases and dividends this year will

represent greater than $6.00/share returned to shareholders. In the long term, we are

happy to own part of a business with strong growth opportunities run by a management

team dedicated to returning considerable amounts of cash to shareholders in the form of

dividends and buybacks. This is another case where we added to our position as the stock

declined.

Portfolio Activity

We took advantage of the recent dislocation in the retail industry to purchase two new

names in the portfolio. We initiated a position in American Eagle Outfitters which strug-

gled last year and so far this year. The stock declined 30% in 2013 and another 20% through

the first six months of 2014. We believe the stock has declined enough to put the odds of

success in this investment strongly in our favor. American Eagle has no long-term debt

and a large war chest of cash. Their strong financial position should provide the busi-

ness with staying power as some of their missteps are corrected. Additionally, American

Eagle’s Chairman beneficially owns 8% of the stock which provides him with plenty of

incentive to get them back on track. Finally, the dividend yield is 4.5%.

Late in the quarter we bought shares in the shoe retailer DSW, Inc. after they reported a

sub-par quarter. The stock declined by 40% from year-end which gave us an attractive en-

try point to buy shares. The stock has subsequently rebounded by 13% already making this

a successful investment, and it has a dividend yield of 2.7% as of quarter-end. We expect

this dividend to grow over time.

Also in the quarter we continued to build our position in CDW, which is now nearly 4% of

the Fund’s assets. Additionally, we bought more shares in Mattel, McGrath RentCorp, and

Tupperware Brands.

We exited our position in CA Technologies because we thought the valuation was over-

extended. The stock appreciated 53% last year and we didn’t see any evidence that the

company was going to be able to get back on a growth track. We bought this position at a

modest valuation and a 4% dividend yield. Since we exited the position, the stock has de-

clined 12%. We also exited our position in Dr. Pepper Snapple Group so we could invest the

proceeds in a company that we estimate has better long-term growth prospects.

FAM Equity-Income Fund

There were a number of positions that we trimmed due to valuations that were at the high-

er end of their historical valuation range. These companies included IDEX Corp., OneBea-

con Insurance, and US Ecology.

Outlook

We continue to seek investments with growth potential as well as strong balance sheets.

This combination should allow companies to grow their dividends paid to shareholders as

well as weather any future economic turbulence that may arise. We recognize that the

market is trading at all-time highs and this makes bargains more difficult to find; howev-

er, at any given time there is always a sub-sector of the market that is unloved by investors.

This historically has been fertile ground to till for the next crop of investments.

We continue to work diligently on your behalf. Thank you.

Table of Long-Term Returns

Average Annual Total Returns as of June 30, 2014

Since

Inception

YTD

1-Year 3-Year 5-Year 10-Year

(4/1/96)

FAM Equity-Income Fund 5.52%

19.75% 15.20% 17.44%

6.91%

8.83%

(FAMEX)

Russell Midcap Index

8.67% 26.85% 16.09% 22.07% 10.43%

10.80%

Russell 2000 Index

3.19% 23.64% 14.57% 20.21%

8.70%

S&P 500 Index

7.14% 24.61% 16.58% 18.83%

7.78%

8.23%

Paul Hogan, CFA

Thomas O. Putnam

Co-Manager

Co-Manager

FAM Equity-Income Fund

The opinions expressed herein are those of the portfolio managers as of the date of the

report and are subject to change. There is no guarantee that any forecast made will come

to pass. This material does not constitute investment advice and is not intended as an

endorsement of any specific investment.

Performance data quoted above is historical. Past performance is no guarantee of future

results. Current performance may be higher or lower than the performance data quoted.

The principal value and investment return of an investment will fluctuate so that your

shares, when redeemed, may be worth more or less than their original cost.

FAM Equity-Income Fund — Portfolio Data

As of June 30, 2014 (Unaudited)

COMPOSITION OF TOTAL INVESTMENTS

Semiconductors

9.8%

Machinery & Equipment

7.2%

Money Market Fund

6.8%

Retail - Apparel Stores

6.4%

Oil & Gas Exploration

5.8%

Health Care Equipment/Devices

5.7%

REITS - Data Center

4.7%

Toys

4.6%

Insurance Agency

4.1%

Computer Software & Services

4.0%

Consumer Staples

3.9%

Hazardous Waste Disposal

3.7%

Banking

3.4%

Commercial Services

3.4%

Utilities/Water

3.3%

Specialty Chemical

3.2%

Household Durables

2.7%

REITS - Diversified

2.7%

Technology

2.5%

Investment Management

2.5%

Health Care Distribution

2.4%

Property & Casualty Insurance

2.1%

Other

5.1%

Statement Regarding Availability of Quarterly Portfolio Schedule. Please note that (i) the Fund files

its complete schedule of portfolio holdings with the Securities and Exchange Commission for the

FAM Equity-Income Fund — Statement of Investments

June 30, 2014 (Unaudited)

VALUE

COMMON STOCKS (92.4%)

Banking (3.4%)

M&T Bank Corporation

• commercial and retail banking services to individuals, businesses, corpora-

15,000

$ 1,860,750

tions and other institutions in the Northeast and Mid-Atlantic

South State Corporation⁺

• banking services to individual and corporate customers in the Carolinas

58,000

3,518,860

⁺Name changed 6/30/14 from First Financial Holdings, Inc.

5,379,610

Commercial Services (3.4%)

McGrath RentCorp

• modular building and electronic test equipment rentals, subsidiary class-

146,264

5,375,202

room manufacturing

Computer Software & Services (4.0%)

CDW Corporation

• provides information technology (IT) solutions

197,000

6,280,360

Consumer Staples (3.9%)

Flowers Foods, Inc.

• produces and markets bakery products in the USA

292,850

6,173,278

Data Processing & Outsourcing (1.1%)

The Western Union Company

• leader in global money movement and payment services, providing people

100,000

1,734,000

and businesses with fast, reliable and convenient ways to send money and

make payments around the world

Hazardous Waste Disposal (3.7%)

U.S. Ecology, Inc.

• provides radioactive, pcb, hazardous and non-hazardous waste services to

118,569

5,803,953

commercial and government customers

See Notes to Financial Statements

FAM Equity-Income Fund — Statement of Investments continued

June 30, 2014 (Unaudited)

VALUE

Health Care Distribution (2.4%)

Patterson Companies, Inc.

• operates as a distributor serving dental, companion-pet, veterinarian, and

96,000

$ 3,792,960

rehabilitation supply markets in the USA and Canada

Health Care Equipment/Devices (5.7%)

Stryker Corp.

• operates a medical technology company offering Orthopedic Implants and

105,500

8,895,760

MedSurg Equipment

Health Care Services (0.5%)

Landauer, Inc.

• provides personal radiation dosimeters and radiation related services

20,000

840,000

Household Durables (2.7%)

Tupperware Brands Corporation

• manufacture and sales of preparation, storage, and serving solutions for

50,000

4,185,000

the kitchen and home

Insurance Agency (4.1%)

Arthur J. Gallagher & Co.

• provides insurance brokerage and risk management services to

137,920

6,427,072

commercial, industrial, institutional, and governmental organizations

Investment Management (2.5%)

Franklin Resources, Inc.

• provides investment management and fund administration

66,900

3,869,496

services as well as retail-banking and consumer lending services

Machinery & Equipment (7.2%)

Donaldson Company, Inc.

• designs, manufactures and sells filtration systems and replacement parts

125,600

5,315,392

IDEX Corporation

• manufactures proprietary, highly engineered industrial products and

72,984

5,892,728

pumps

11,208,120

See Notes to Financial Statements

FAM Equity-Income Fund — Statement of Investments continued

June 30, 2014 (Unaudited)

VALUE

Oil & Gas Exploration (5.8%)

EOG Resources, Inc.

• engages in the exploration, development, production and marketing of

78,000

$ 9,115,080

natural gas and crude oil

Packaged Goods (1.2%)

McCormick & Company, Inc.

• manufactures, markets and distributes spices, seasonings, specialty

27,000

1,932,930

foods and flavorings to the entire food industry.

Property and Casualty Insurance (2.1%)

OneBeacon Insurance Group, Ltd.

• commercial, personal and specialty insurance products

211,866

3,292,398

Publishing (0.3%)

John Wiley & Sons, Inc. - Class A

• publisher of print and electronic products, specializing in scientific,

8,350

505,926

technical, professional and medical books and journals

REITS - Data Center (4.7%)

Digital Realty Trust Inc.

• engages in the ownership, acquisition, development, redevelopment and

127,000

7,406,640

management of technology-related real estate

REITS - Diversified (2.7%)

Physicians Realty Trust

• self-managed healthcare real estate company, focuses on the acquisi-

85,800

1,234,662

tion, development, ownership, and management of healthcare properties

leased to physicians

Winthrop Realty Trust

• real estate investment trust that engages in the ownership and manage-

189,350

2,906,522

ment of real property and real estate-related assets

4,141,184

Retail - Apparel Stores (6.4%)

Destination Maternity Corporation

• designing and retail of maternity clothing in the United States

7,800

177,606

DSW Inc.

• operates as a branded footwear and accessories retailer

62,000

1,732,280

See Notes to Financial Statements

FAM Equity-Income Fund — Statement of Investments continued

June 30, 2014 (Unaudited)

VALUE

Retail - Apparel Stores (continued)

Ross Stores, Inc.

• chain of off-price retail apparel and home accessories stores

103,843

$ 6,867,138

American Eagle Outfitters, Inc.

• specialty retailer of clothing, accessories, and personal care products

114,000

1,279,080

10,056,104

Semiconductors (9.8%)

Altera Corporation

• manufacturer of programmable logic solutions

81,000

2,815,560

Microchip Technology, Inc.

• develops, manufactures and sells semiconductor

101,000

4,929,810

products for various embedded control applications

Xilinx, Inc.

• worldwide leader of programmable logic solutions

161,414

7,636,496

15,381,866

Specialty Chemical (3.2%)

Sigma-Aldrich Corporation

• develops, manufactures, purchases and distributes high quality

50,000

5,074,000

chemicals, biochemicals and equipment available throughout the world

Technology (2.5%)

National Instruments Corporation

• manufactures and supplies measurement and automation products

122,000

3,951,580

Toys (4.6%)

Mattel, Inc.

• designs, manufactures, and markets various toy products

185,299

7,221,102

Utilities/Gas (1.2%)

Questar Corporation

• natural gas utility in the state of Utah

77,800

1,929,440

Utilities/Water (3.3%)

Aqua America, Inc.

• water and waste water utility

198,750

5,211,225

See Notes to Financial Statements

FAM Equity-Income Fund — Statement of Investments continued

June 30, 2014 (Unaudited)

VALUE

Total Common Stocks (Cost $85,927,238)

$145,184,286

PREFERRED STOCKS (0.8%)

REITS - Storage (0.8%)

Public Storage - (6.5%) Preferred Q

• engages in the acquisition, development, ownership, and

50,300

$ 1,309,812

operation of self-storage facilities in the USA and Europe

Total Preferred Stocks (Cost $1,393,838)

$ 1,309,812

TEMPORARY INVESTMENTS (6.8%)

Money Market Fund (6.8%)

Invesco Short Term Treasury Fund (Institutional Class)

(0.02%)*

10,578,847

Total Temporary Investments (Cost $10,578,847)

$ 10,578,847

Total Investments (Cost $97,899,923)

$ 157,072,945

*The rate shown represents the effective yield at 6/30/14

See Notes to Financial Statements

FAM Small Cap Fund

June 30, 2014

Dear Fellow FAM Small Cap Fund Shareholder,

A year ago we reminded investors that, “We are focused on building wealth over long periods

of time. Short-term results will ebb and flow. Although we have outperformed over shorter-

time periods thus far, even the best investors sustain both short- and medium-term periods

of underperformance throughout their careers. This may materialize even though the under-

lying intrinsic values of the portfolio’s companies may be increasing in value. Patience is

key and over time stock prices reflect a company’s earnings power.” – 6/30/2013 FAM Small

Cap Fund Semi-Annual Letter

Despite our continued outperformance since inception, these comments were prescient and

we have lagged the Russell 2000, our benchmark, year-to-date and over the past year.

Fortunately, our comments regarding the intrinsic value of our companies have also been

prescient. In aggregate, our holdings continue to grow their intrinsic value giving us oppor-

tunities to put capital to work across many names in the portfolio at more attractive valu-

ations. For the long-term shareholder this may be a positive development because our goal

is to continue to outperform over longer-term periods of time.

Further exacerbating short-term relative results has been a preference in the market toward

speculative and lower-quality investments. With a continuation of the low interest rate

environment and strong markets in 2013, we have witnessed investors engaging in riskier

behavior. We will take no part in this activity as we remain committed to not only growing

capital, but preserving it as well. We will expand on this market activity later.

Performance Detail

Small caps have underperformed this year, following stellar results last year, as shown by

the relative returns of the Russell 2000 Index versus the S&P 500 Index. The FAM Small Cap

Fund underperformed year-to-date (YTD) and on a one-year basis, but continued its outper-

formance since inception.

Since Inception

As of 6/30/14

YTD

1 Year

Annualized

(3/1/2012)

FAM Small Cap Fund

0.68%

21.41%

21.02%

Russell 2000 Index

3.19%

23.64%

19.41%

S&P 500 Index

7.14%

24.61%

18.97%

FAM Small Cap Fund

Best Performers

The Fund’s best performer, on a dollar-weighted basis, was Winthrop Realty Trust with a

gain of $0.965 million year-to-date. Winthrop was on our worst performers list in each of

our last two letters! This goes to show you that if value creation is occurring, then it will

eventually be recognized by the market. In this case CEO Michael Ashner decided to speed

up the process by announcing the liquidation of the company at a time when valuations for

high-quality commercial real estate have increased quite substantially, yet these market

prices were not being recognized in the stock. Recent property sales indicate that there may

still be some upside between now and the eventual complete liquidation of the business.

The second-best performing stock was Skullcandy with a gain of $0.564 million. This is a

transitional story in which new CEO Hoby Darling, formerly of Nike, is leading the change.

Our thesis was that the investor disfavor had gone too far for a company with potential

earnings power that was much greater than what was being reported as well as net cash on

the balance sheet. Although progress had been made, the stock market gave us an oppor-

tunity that we could not resist. Following better than expected earnings results the stock

rose considerably in one day! As this price was well above our estimate of intrinsic value,

we sold all of our shares to take advantage of market participants’ overly joyous mood.

Worst Performers

The worst performing stock, on a dollar-weighted basis, was Destination Maternity with a

loss of -$0.598 million year-to-date. Despite being preceded by six straight quarters of

positive same-store sales, the company was not immune to the adverse retail environment

that hit the majority of the apparel industry. As a result, Destination Maternity twice low-

ered its full-year fiscal 2014 earnings guidance — this has weighed heavily on the stock. We

hate to blame the weather, but living through this winter personally we have no doubt that

it had a negative effect. Although this is a setback in the short term, we still like the com-

pany’s niche presence along with management’s ability to allocate capital wisely.

The second-worst performing stock was Biglari Holdings with a loss of -$0.452 million. We

continue to believe that CEO Sardar Biglari is building long-term shareholder wealth

through his capital allocation decisions, even if these decisions may negatively impact

short-term results. One such decision has been an initiative to build out the necessary

infrastructure to sustain a much larger Steak ‘n Shake franchise organization. This has

affected earnings today, but should create a growing, steady stream of cash flow into the

future. Furthermore, Steak ‘n Shake has continued to grow organically as shown by its 21st

consecutive quarter of positive same-store sales despite the negative weather and retail

environment. Steak ‘n Shake represents the largest operating business at Biglari Holdings,

a company Mr. Biglari views as a “cash generating machine.”

FAM Small Cap Fund

Portfolio Activity

We sold five companies completely in the first half of the year, including the aforemen-

tioned Skullcandy. Other sales included America’s Car-Mart, Gordmans, Inventure Foods,

and Rofin-Sinar Technologies. We also purchased five new holdings: Consolidated-Tomoka

Land Co., Hallmark Financial, Hudson Valley Holding Corp., Landauer, and PC Connection.

In each case we felt that we were able to upgrade the portfolio by buying shares in businesses

that were more attractively valued and/or higher quality than our previous holdings. Our

cash balance ended the quarter at just over 9% as we also added to numerous existing posi-

tions in the portfolio.

Investment vs. Speculation

Today, we believe that speculation has crept into certain corners of the market. There have

been many consequences of the fallout from the financial crisis and the resulting period of

low interest rates. These low interest rates have driven investors to chase returns whether

in high-yield bonds, sub-prime auto loans, or in speculative stocks which have taken off in

this “easy money” environment. Investors may be turning a blind eye to the increased risk

that accompanies these returns. Areas fostering speculative activity may include biotech,

small pharma, social media, cloud computing, and alternative energy.

What are some of the signs of overheating? Let’s take a look at returns and use small pharma

and biotech as examples. Since the start of 2013 small pharma and biotech stocks have

outperformed the Russell 2000 by a wide margin. This has driven investors to look in the

rear view mirror and engage in typical herd-like behavior. We have seen investor flows into

ETFs related to these two areas pick up significantly. Furthermore, IPO activity in the space

has been red hot. In fact, in the first quarter of this there were 26 biotech IPOs — a quarterly

record. This matched the entire year of 2000 when speculation was rampant!

As a whole, we find that these industries have negative earnings and investors are hoping

to find the next great thing before it takes off. Undoubtedly some of these speculative secu-

rities will turn into the next great businesses, but many more will not have the wherewithal

to survive. Even so, these are exactly the types of companies that have outperformed over

the last couple of years as investors have been willing to take on more risk (whether they

know it or not). As we think about not only return, but also risk, we will avoid jumping on

the bandwagon.

We believe that investing in quality, financially durable, well-run businesses at the right

price is the key to building real wealth over the long term. Our team conducts in-depth,

FAM Small Cap Fund

independent research and analyzes the companies behind the stocks to gain unique insights.

We use this firsthand knowledge and our time-tested process to help mitigate risk and gen-

erate attractive returns.

As Ben Graham once said, “Investment is most intelligent when it is most businesslike.”

Outlook

Recently, we have become more excited about our opportunity set as some volatility and

weakness in small caps have created the prospect of purchasing shares at a discount to their

intrinsic value. It is periods like these that set up future performance. We continue to

search diligently to find bargain opportunities on your behalf.

Thank you for investing with us in the FAM Small Cap Fund.

Marc D. Roberts, CFA

Thomas O. Putnam

Co-Manager

The opinions expressed herein are those of the portfolio managers as of the date of the

report and are subject to change. There is no guarantee that any forecast made will come

to pass. This material does not constitute investment advice and is not intended as an

endorsement of any specific investment.

Performance data quoted above is historical. Past performance is no guarantee of future

results. Current performance may be higher or lower than the performance data quoted.

The principal value and investment return of an investment will fluctuate so that your

shares, when redeemed, may be worth more or less than their original cost.

FAM Small Cap Fund — Portfolio Data

As of June 30, 2014 (Unaudited)

COMPOSITION OF TOTAL INVESTMENTS

Banking

12.4%

Property & Casualty Insurance

11.3%

Transportation

10.5%

Money Market Fund

9.1%

REITS - Diversified

8.2%

Commercial Services

6.6%

Computer Software & Services

6.4%

Electronic Manufacturing

5.7%

Diversified Holding Company

4.3%

Retail - Apparel Stores

4.3%

Investment Management

4.0%

Industrial Machinery

2.8%

Health Care Services

2.8%

Real Estate Mgmt. & Development

2.6%

Wholesale Wire & Cable

2.5%

Hazardous Waste Disposal

2.5%

Oil & Gas Exploration

2.1%

Health Care Facilities

1.9%

Statement Regarding Availability of Quarterly Portfolio Schedule. Please note that (i) the Fund files

its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q; (ii) the Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov; (iii) the Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330; and (iv) the Fund makes the information on Form N-Q available to shareholders, upon request, by calling FAM Funds at 1-800-932-3271.

FAM Small Cap Fund — Statement of Investments

June 30, 2014 (Unaudited)

VALUE

COMMON STOCKS (90.9%)

Banking (12.4%)

First NBC Bank Holding Company*

• holding company for First NBC Bank that provides various financial

services for businesses, institutions, and individuals

103,500

$ 3,468,285

Hudson Valley Holding Corporation

• operates as the bank holding company for Hudson Valley Bank, N.A.

that provides banking and related services to businesses, professionals,

municipalities, not-for-profit organizations, and individuals in New York

State

110,700

1,998,135

Pinnacle Financial Partners, Inc.

• holding company for Pinnacle National Bank that provides commercial

banking services to individuals, small to mid-size businesses and profes-

26,500

1,046,220

sional entities

South State Corporation⁺

• banking services to individual and corporate customers in the Carolinas

13,300

806,911

⁺Name changed 6/30/14 from First Financial Holdings, Inc.

7,319,551

Commercial Services (6.6%)

McGrath RentCorp

• modular building and electronic test equipment rentals, subsidiary

49,500

1,819,125

classroom manufacturing

Mistras Group, Inc.*

• provides technology-enabled asset protection solutions

66,500

1,630,580

MTS Systems Corporation

• supplies test systems and industrial position sensors

6,500

440,440

3,890,145

Computer Software & Services (6.4%)

PC Connection, Inc.*

• operates as a direct marketer of a range of information technology (IT)

108,100

2,235,508

solutions.

Rosetta Stone, Inc.*

• provides technology-based learning products in the United States and

157,500

1,530,900

Internationally

3,766,408

See Notes to Financial Statements

FAM Small Cap Fund — Statement of Investments continued

June 30, 2014 (Unaudited)

VALUE

Diversified Holding Company (4.3%)

Biglari Holdings Inc.*

• engages in the ownership, development, operation, and franchising of

6,038

$ 2,553,893

restaurants

Electronic Manufacturing (5.7%)

Fabrinet*

• provides precision optical, electro-mechanical, and electronic manufac-

164,250

3,383,550

turing services

Hazardous Waste Disposal (2.5%)

U.S. Ecology, Inc.

• provides radioactive, pcb, hazardous and non-hazardous waste services

29,800

1,458,710

to commercial and government customers

Health Care Facilities (1.9%)

U.S. Physical Therapy, Inc.

• through its subsidiaries, operates outpatient physical therapy clinics

32,700

1,118,013

Health Care Services (2.8%)

Landauer, Inc.

• provides personal radiation dosimeters and radiation related services

39,578

1,662,276

Industrial Machinery (2.8%)

John Bean Technologies Corporation

• provides technology solutions for the food processing and air

53,000

1,642,470

transportation industries

Investment Management (4.0%)

Westwood Holdings Group Inc.

• manages investment assets and provides services for its clients

38,987

2,340,779

Oil & Gas Exploration (2.1%)

Evolution Petroleum Corp.

• engages in the acquisition, exploitation, and development of properties

116,000

1,270,200

for the production of crude oil and natural gas

See Notes to Financial Statements

FAM Small Cap Fund — Statement of Investments continued

June 30, 2014 (Unaudited)

VALUE

Property and Casualty Insurance (11.3%)

Amerisafe, Inc.

• insurance holding company that markets and underwrites workers’

35,500

$ 1,443,785

compensation and general liability insurance

Hallmark Financial Services, Inc.*

• insurance holding company that markets, distributes, underwrites,

270,000

2,902,500

and services property/casualty insurance products to businesses

and individuals

Infinity Property and Casualty Corporation

• provides personal automobile insurance with a focus on nonstandard

34,265

2,303,636

auto insurance

6,649,921

Real Estate Management & Development (2.6%)

Consolidated-Tomoka Land Company

• operates as a diversified real estate operating company

33,200

1,523,880

REITS - Diversified (8.2%)

Physicians Realty Trust

• self-managed healthcare real estate company, focuses on the acquisi-

176,000

2,532,640

tion, development, ownership, and management of healthcare properties

leased to physicians

Winthrop Realty Trust

• real estate investment trust that engages in the ownership and manage-

150,750

2,314,013

ment of real property and real estate-related assets

4,846,653

Retail - Apparel Stores (4.3%)

Destination Maternity Corporation

• designing and retail of maternity clothing in United States

111,500

2,538,855

Transportation (10.5%)

Echo Global Logistics, Inc.*

• provides technology-enabled transportation and supply chain manage-

128,300

2,459,511

ment solutions

Patriot Transporation Holding Inc.*

• engages in the transportation and real estate businesses

106,058

3,708,848

6,168,359

See Notes to Financial Statements

FAM Small Cap Fund — Statement of Investments continued

June 30, 2014 (Unaudited)

VALUE

Wholesale Wire & Cable (2.5%)

Houston Wire and Cable Company

• distributor of wire and cable products in the U.S.

121,667

$ 1,509,887

Total Common Stocks (Cost $45,053,590)

$ 53,643,550

TEMPORARY INVESTMENTS (9.1%)

Money Market Fund (9.1%)

Invesco Short Term Treasury Fund (Institutional Class)

(0.02%)**

5,344,102

Total Temporary Investments (Cost $5,344,102)

$ 5,344,102

Total Investments (Cost $50,397,692)

$ 58,987,652

* Non-income producing securities

** The rate shown represents the effective yield at 6/30/14

FAM Funds — Statement of Assets and Liabilities

June 30, 2014 (Unaudited)

Value Fund Equity-IncomeFund Small Cap Fund

Assets

Investments in securities at value (Cost

$408,852,367; $97,899,923; and $50,397,692,

$950,705,351

$157,072,945

$58,987,652

respectively)

Cash

203,892

10,879

175,794

Dividends and interest receivable

345,319

132,857

61,888

Total Assets

951,254,562

157,216,681

59,225,334

Liabilities

Accrued investment advisory fee

771,378

126,800

46,926

Accrued shareholder servicing and administrative fees

98,218

16,852

6,433

Accrued trustee fees

6,000

Accrued expenses

133,976

54,235

25,076

Payable for investment securities purchased

—

127,895

Total Liabilities

1,009,572

203,887

212,330

Net Assets

$950,244,990

$157,012,794

$59,013,004

Net Assets Consist Of:

Net capital paid in on shares of beneficial interest $362,103,681

$93,512,585

$49,453,281

Accumulated net investment income/(loss)

(3,822,084)

22,714

(42,867)

Accumulated net realized gains

50,110,409

4,304,473

1,012,630

Net unrealized appreciation

541,852,984

59,173,022

8,589,960

Net Assets

$950,244,990

$157,012,794

$59,013,004

Fund shares outstanding

14,464,410

6,035,475

3,969,563

Net Asset Value, Offering and Redemption Price per

share (unlimited shares of beneficial interest autho-

rized at $0.001 par value)

$65.70

$26.01

$14.87

See Notes to Financial Statements

FFAAM Funds — Statement of Assets and LiabilitiesM Funds — Statement of Operations

June 30, 2014 (Unaudited)

Six Months Ended June 30, 2014 (Unaudited)

Value Fund Equity-Income Fund Small Cap Fund

Investment Income

Income

Dividends

$ 4,285,081

$1,687,609

$ 388,326

Interest

3,435

828

503

Total Investment Income

4,288,516

1,688,437

388,829

Expenses

Investment advisory fee (Note 2)

4,574,337

734,674

256,817

Administrative fee (Note 2)

380,267

62,447

21,829

Shareholder servicing and related

expenses (Note 2)

205,386

35,644

12,971

Printing and mailing

50,890

9,348

5,202

Professional fees

34,730

5,832

2,245

Registration fees

21,082

14,572

26,444

Custodial fees

51,590

9,849

6,224

Trustee’s fees

19,447

Officer’s fees (Note 2)

14,328

Other

34,404

23,306

7,637

Total Expenses

5,386,461

929,447

373,144

Net Investment Income/(Loss)

(1,097,945)

758,990

15,685

Realized and Unrealized Gain on Investments

Net realized gain on investments

47,810,508

3,793,760

944,508

Net change in unrealized appreciation/de-

preciation of investments

9,833,057

3,678,334

(215,749)

Net Realized and Unrealized Gain on

Investments

57,643,565

7,472,094

728,759

Net Increase In Net Assets From Operations

$56,545,620

$8,231,084

$744,444

See Notes to Financial Statements

FAM Funds — Statement of Changes in Net Assets

Six Months Ended June 30, 2014 (Unaudited) and Year Ended December 31, 2013

Value Fund

Six Months Ended

June 30, 2014

Year Ended

(Unaudited)

December 31, 2013

Change in Net Assets

From operations

Net investment income/(loss)

$ (1,097,945)

$ (2,029,700)

Net realized gain on investments

47,810,508

45,959,785

Net change in unrealized appreciation/(deprecia-

tion of investments

9,833,057

194,657,003

Net increase in net assets from operations

56,545,620

238,587,088

Distributions to shareholders from:

Net investment income

—

Net realized gain on investments

—

(45,959,785)

Return of capital distributions

—

(187,016)

Total distributions

—

(46,146,801)

Capital share transactions (Note 3)

(48,065,525)

17,341,536

Total increase/(decrease) in net assets

8,480,095

209,781,823

Net Assets

Beginning of period

941,764,895

731,983,072

End of period*

$950,244,990

$941,764,895

*Includes accumulated net investment income/(loss) of $(3,822,084), $0, $22,714, $0, $(42,867) and $(1,626), respectively.

See Notes to Financial Statements

FAM Funds — Statement of Changes in Net Assets

Six Months Ended June 30, 2014 (Unaudited) and Year Ended December 31, 2013

Equity-Income Fund

Small Cap Fund

Six Months Ended

June 30, 2014

Year Ended

June 30, 2014

Year Ended

(Unaudited)

December 31, 2013

(Unaudited)

December 31, 2013

$758,990

933,537

$15,685

$ 73,341

3,793,760

5,881,052

944,508

1,871,430

3,678,334

26,716,899

(215,749)

7,528,501

8,231,084

33,531,488

744,444

9,473,272

(736,984)

(999,213)

—

(75,018)

—

(5,815,376)

—

(1,871,338)

—

(366,030)

—

(9,210)

(736,984)

(7,180,619)

—

(1,955,566)

2,950,263

7,277,316

15,594,203

18,315,470

10,444,363

33,628,185

16,338,647

25,833,176

146,568,431

112,940,246

42,674,357

16,841,181

$157,012,794

$146,568,431

$59,013,004

$42,674,357

See Notes to Financial Statements

FAM Funds - Notes to Financial Statements (Unaudited)

Note 1 Nature of Business and Summary of Significant Accounting Policies

FAM Value Fund, FAM Equity-Income Fund and FAM Small Cap Fund are each a series of

Fenimore Asset Management Trust, a diversified, open-end management investment

company registered under the Investment Company Act of 1940. Each Fund offers a

single class of shares. The investment objective of the FAM Value Fund is to maximize

long-term return on capital. The investment objective of the FAM Equity-Income Fund is

to provide current income and long term capital appreciation from investing primarily in

income-producing equity securities. The investment objective of the FAM Small Cap Fund

is to maximize long-term return on capital.

The following is a summary of each Fund’s significant accounting policies, which are in

accordance with accounting principles generally accepted in the United States of Ameri-

ca (“GAAP”), followed by the Funds in the preparation of their financial statements.

a) Valuation of Securities

Securities traded on a national securities exchange or admitted to trading on NASDAQ are valued at the last reported sale price or the NASDAQ official closing price. Common stocks for which no sale was reported, and over-the-counter securities, are valued at the last reported bid price. Short-term securities are carried at amortized cost, which approximates value. Securities 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. Investments in Invesco Short Term Treasury Fund are valued at that fund’s net asset value.

GAAP establishes a three-tier framework for measuring fair value based on a hier-

archy of inputs. The hierarchy distinguishes between market data obtained from

independent sources (observable inputs) and the Funds’ own market assumptions

(unobservable inputs). These inputs are used in determining the value of the Funds’

investments. These inputs are summarized in the three broad levels listed below:

Level 1 – quoted prices in active markets for identical securities

Level 2 – other significant observable inputs (including quoted prices for identical

securities in inactive markets and quoted prices for similar securities)

Level 3 – significant unobservable inputs (including the Funds’ own assumptions in

determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indica-

tion of the risk associated with investing in those securities.

FAM Funds - Notes to Financial Statements (Unaudited)

The following is a summary of the inputs used to value each Fund’s net assets as of

June 30, 2014:

FAM Value Fund

Level 1

Common Stocks

$888,857,831

Temporary Investments

61,847,520

Total Investments in Securities

$950,705,351

FAM Equity-Income Fund

Level 1

Common Stocks

$145,184,286

Preferred Stocks

1,309,812

Temporary Investments

10,578,847

Total Investments in Securities

$157,072,945

FAM Small Cap Fund

Level 1

Common Stocks

$ 53,643,550

Temporary Investments

5,344,102

Total Investments in Securities

$ 58,987,652

During the period ended June 30, 2014 there were no Level 2 or 3 inputs used to value

the Funds’ net assets. Refer to the Statement of Investments to view securities segre-

gated by industry type.

b) Federal Income Taxes

It is each Fund’s policy to comply with the requirements of the Internal Revenue

Code applicable to regulated investment companies and to distribute all of its tax-

able income to its shareholders. Therefore, no provision for federal income or excise

tax is required.

GAAP requires uncertain tax positions to be recognized, measured, presented and

disclosed in the financial statements. For the period ended June 30, 2014 manage-

ment has evaluated the tax positions taken or expected to be taken in the course of

FAM Funds - Notes to Financial Statements (Unaudited)

preparing the Funds’ tax returns to determine whether the tax positions are “more-

likely-than-not” of being sustained upon review by the applicable tax authority.

Tax positions not deemed to meet the “more-likely-than-not” threshold would be

recorded as a tax expense in the current year. Based on the evaluation, management

has determined that no liability for unrecognized tax expense is required. Tax years

2010 through present remain subject to examination by U.S. and New York taxing

authorities. No examination of the Fund’s tax filings is presently in progress.

c) Use of Estimates

The preparation of financial statements in conformity with GAAP requires manage-

ment to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the

financial statements and the reported amounts of increases and decreases in net

assets from operations during the reporting period. Actual results could differ from

those estimates.

d) Other

Securities transactions are recorded on trade date. Realized gains and losses on

securities sold are determined on the basis of identified cost. Interest income is ac-

crued as earned and dividend income is recorded on the ex-dividend date. Non-cash

dividends are included in dividends on the ex-dividend date at the fair market value

of the shares received. The Funds record distributions received in excess of income

from underlying investments as a reduction of cost of investments and/or realized

gain. Such amounts are based on estimates if actual amounts are not available, and

actual amounts of income, realized gain and return of capital may differ from the

estimated amounts. The Funds adjust the estimated amounts of the components

of distributions (and consequently its net investment income) as an increase to

unrealized appreciation/(depreciation) and realized gain/(loss) on investments as

necessary once the issuers provide information about the actual composition of the

distributions. Distributions to shareholders are recorded on the ex-dividend date.

Distributions to shareholders are determined in accordance with income tax regula-

tions and may differ from those determined for financial statement purposes. To

the extent these differences are permanent such amounts are reclassified within the

capital accounts.

Note 2 Investment Advisory Fees and Other Transactions with Affiliates

Under each Investment Advisory Contract, each series pays an investment advisory fee to

Fenimore Asset Management, Inc. (the “Advisor”) equal, on an annual basis, to 1% of each

Fund’s average daily net assets. The Advisor has entered into a voluntary agreement with

each Fund to reduce the investment advisory fee for each Fund through December 31,

2014 to 0.95% of the Funds’ average daily net assets in excess of $1 billion. No such waiver

FAM Funds - Notes to Financial Statements (Unaudited)

was required for the period ended June 30, 2014. Thomas Putnam is an officer and trustee

of the Funds and also an officer and director of the Advisor. The Chief Compliance Officer

is an officer of the Funds and compensated by the Funds in the amount of $42,984 as well

as an officer of the Advisor and compensated additionally by the Advisor.

The Investment Advisory Contract requires the Advisor to reimburse the Fund’s its

expenses to the extent that such expenses, including the advisory fee, for the fiscal year

exceed 2.00% of the average daily net assets. For the period ended June 30, 2014 the Advi-

sor contractually agreed to reimburse the FAM Value Fund for its expenses to the extent

such expenses exceeded 1.28% of the average daily net assets; the FAM Equity-Income

Fund for its expenses to the extent such expenses exceeded 1.40% of the average daily net

assets; and the FAM Small Cap Fund for its expenses to the extent such expenses exceed

1.50% of the average daily net assets. No such reimbursement was required for the period

ended June 30, 2014 for the FAM Value Fund, FAM Equity-Income Fund, and FAM Small

Cap Fund.

FAM Shareholder Services, Inc. (“FSS”), a company under common control with the Advi-

sor, serves as shareholder servicing agent and receives a monthly fee of $2.33 per share-

holder account. For the period ended June 30, 2014, shareholder servicing agent fees paid

to FSS were as follows:

FAM Value Fund

$205,386

FAM Equity-Income Fund

$ 35,644

FAM Small Cap Fund

$ 12,971

Additionally, FSS serves as the Fund administrative agent and receives an annual fee

of 0.085% on the first $750,000,000 of the Funds’ average daily net assets, and 0.075%

thereafter. For the period ended June 30, 2014, the Funds’ administrative fees paid to FSS

amounted to:

FAM Value Fund

$380,267

FAM Equity-Income Fund

$ 62,447

FAM Small Cap Fund

$ 21,829

Fenimore Securities, Inc. (“FSI”), a company also under common control with the Advi-

sor, acts as distributor of the Funds’ shares. FSI receives no compensation for providing

distribution services to the Funds.

FAM Funds - Notes to Financial Statements (Unaudited)

Note 3. Shares of Beneficial Interest

At June 30, 2014 an unlimited number of $0.001 par value of beneficial interest were

authorized.

Transactions for each Fund are as follows:

SIX MONTHS ENDED 6/30/14

YEAR ENDED 12/31/13

FAM Value Fund

Amount

Shares sold

337,700 $21,092,100

1,020,970

$59,967,065

Shares issued on reinvest-

ment of distributions

—

727,957

44,805,783

Shares redeemed

(1,110,057)

69,157,625

(1,487,975)

(87,431,312)

Net Increase/Decrease

(772,357) $(48,065,525)

260,952

$17,341,536

FAM Equity-Income Fund

Shares sold

374,661 $ 9,295,391

758,419

$17,688,025

Shares issued on reinvest-

ment of distributions

26,068

662,296

281,199

6,883,604

Shares redeemed

(283,608)

(7,007,424)

(745,224)

(17,294,313)

Net Increase

117,121 $ 2,950,263

294,394

$ 7,277,316

FAM Small Cap Fund

Shares sold

1,186,096 $ 17,118,629

1,321,237

$17,589,875

Shares issued on reinvest-

ment of distributions

—

130,894

1,934,620

Shares redeemed

(105,409)

(1,524,426)

(90,209)

(1,209,025)

Net Increase

1,080,687 $ 15,594,203

1,361,922

$18,315,470

FAM Funds - Notes to Financial Statements (Unaudited)

Note 4. Investment Transactions

During the period ended June 30, 2014, purchases and sales of investment securities,

other than short-term obligations were:

Purchases

Sales

FAM Value Fund

$45,249,529

$102,529,912

FAM Equity-Income Fund

$12,263,311

$10,714,504

FAM Small Cap Fund

$19,979,460

$4,249,243

The cost of securities for federal income tax purposes is the same as shown in the state-

ment of investments.

Note 5. Income Taxes and Distributions to Shareholders

The components of accumulated income/(losses) on a tax basis at December 31, 2013 (the

Funds’ most recent tax year end) were as follows:

Undistributed Undistributed

Deferred

Unrealized

Ordinary

Long-Term

Post-October

Appreciation

Income

Gain

Losses

FAM Value Fund

—

$531,595,688

FAM Equity-Income Fund

—

$ 56,006,109

FAM Small Cap Fund

—

(1,585)

$ 8,816,864

The aggregate gross unrealized appreciation and depreciation of portfolio securities at

June 30, 2014, based on cost for federal income tax purposes, was as follows:

FAM Value Fund

Unrealized appreciation

$541,857,806

Unrealized depreciation

(4,822)

Net unrealized appreciation

$541,852,984

FAM Equity-Income Fund

Unrealized appreciation

$ 60,216,623

Unrealized depreciation

(1,043,601)

Net unrealized appreciation

$ 59,173,022

FAM Small Cap Fund

Unrealized appreciation

$ 10,162,662

Unrealized depreciation

(1,572,702)

Net unrealized appreciation

$ 8,589,960

FAM Funds - Notes to Financial Statements (Unaudited)

The tax composition of dividends and distributions paid to shareholders for the six

months ended June 30, 2014, and the year ended 2013:

Six Months Ended

Year Ended

June 30, 2014

December 31, 2013

FAM Value Fund

Ordinary income

—

Long-term capital gain

—

$45,959,785

Return of capital

—

187,016

—

$46,146,801

FAM Equity-Income Fund

Ordinary income

$736,984

$ 2,028,069

Long-term capital gain

—

4,786,520

Return of capital

—

366,030

$736,984

$ 7,180,619

FAM Small Cap Fund

Ordinary income

—

$ 563,219

Long-term capital gain

—

1,383,137

Return of capital

—

9,210

—

$ 1,955,566

Note 6. Line of Credit

The FAM Value Fund, Equity-Income Fund, and Small Cap Fund each has a line of credit

up to 33 1/3% of its net assets with a maximum of $125,000,000, $20,000,000, and

$3,000,000, respectively.

Borrowings under the agreement bear interest at the prime rate as announced by the

lending bank. The line of credit is available until December 1, 2014, when any advances

are to be repaid. During the period ended June 30, 2014, no amounts were drawn from

the available lines.

FAM Funds - Notes to Financial Statements (Unaudited)

Note 7. Commitments and Contingencies

In the normal course of business, the Funds enter into contracts that contain a variety

of representations and warranties which provide general indemnifications. The Funds’

maximum exposure under these arrangements is unknown as this would involve future

claims that might be made against the Funds that have not yet occurred. However, based

on the experience of the Advisor, the Funds expect the risk of loss to be remote.

Note 8. Subsequent Events

Management has evaluated subsequent events through the date the financial statements

were available to be issued, and has determined that there were no subsequent events

requiring recognition or disclosure in the financial statements.

FAM Funds - Notes to Financial Statements (Unaudited)

Note 9. Financial Highlights

FAM Value Fund

Years Ended December 31,

Six Months

Per share information

Ended

(For a share outstanding throughout each

June 30, 2014

period)

(Unaudited)

2013

2012

2011

2010

2009

Net asset value, beginning of period

$61.81

$48.88

$45.15

$45.34

$39.32

$32.22

Income/Loss from investment operations:

Net investment income/(loss)^†

(0.07)

(0.18)

0.06

(0.04)

0.09

0.05

Net realized and unrealized

gain/(loss) on investments

3.96

16.28

5.07

(0.15)

6.61

7.10

Total from investment operations

3.89

16.10

5.13

(0.19)

6.70

7.15

Less distributions:

Dividends from net investment income

—

(0.07)

—^*

(0.09)

(0.05)

Distributions from net realized gains

—

(3.16)

(1.32)

—^*

(0.59)

—

Return of capital

—

(0.01)

—

Total distributions

—

(3.17)

(1.40)

—^*

(0.68)

(0.05)

Change in net asset value for the period

3.89

12.93

3.73

(0.19)

6.02

7.10

Net asset value, end of period

$65.70

$61.81

$48.88

$45.15

$45.34

$39.32

Total Return

6.29%^**

32.96%

11.39%

(0.41)%

17.02%

22.18%

Ratios/supplemental data

Net assets, end of period (000)

$950,245

$941,765

$731,983

$698,546 $737,211 $659,621

Ratios to average net assets of:

Expenses

1.17%^***

1.19%

1.21%

1.22%

1.23%

1.26%

Net investment income/(loss)

(0.24)%^***

(0.24)%

0.13%

(0.10)%

0.21%

0.14%

Portfolio turnover rate

5.19%^**

8.38%

4.41%

7.78%

5.08%

7.55%

^†Based on average shares outstanding.

^*Per share amount is less than $0.005.

^**Not Annualized

^***Annualized

FAM Funds - Notes to Financial Statements (Unaudited)

Note 9. Financial Highlights

FAM Equity-Income Fund

Years Ended December 31,

Six Months

Per share information

Ended

(For a share outstanding throughout each

June 30, 2014

2013

2012

2011

2010

2009

period)

(Unaudited)

Net asset value, beginning of period

$24.77

$20.08

$19.39

$18.43

$16.02

$13.34

Income/Loss from investment operations:

Net investment income^†

0.13

0.17

0.24

0.29

0.36

0.17

Net realized and unrealized

gain on investments

1.23

5.79

1.88

0.95

2.41

2.68

Total from investment operations

1.36

5.96

2.12

1.24

2.77

2.85

Less distributions:

Dividends from net investment income

(0.12)

(0.18)

(0.26)

(0.28)

(0.36)

(0.17)

Distributions from net realized gains

—

(1.03)

(1.14)

—

Return of capital

—

(0.06)

(0.03)

—

Total distributions

(0.12)

(1.27)

(1.43)

(0.28)

(0.36)

(0.17)

Change in net asset value for the period

1.24

4.69

0.69

0.96

2.41

2.68

Net asset value, end of period

$26.01

$24.77

$20.08

$19.39

$18.43

$16.02

Total Return

5.52%^**

29.79%

11.02%

6.79%

17.47%

21.43%

Ratios/supplemental data

Net assets, end of period (000)

$157,013

$146,568

$112,940

$125,832

$85,824

$76,096

Ratios to average net assets of:

Before waivers:

Expenses

1.26%^**

1.29%

1.31%

1.40%

1.41%

1.47%

Net investment income

1.03%^***

0.71%

1.17%

1.57%

2.10%

1.11%

After waivers:

Expenses

1.26%^**

1.29%

1.31%

1.40%

Net investment income

1.03%^***

0.71%

1.17%

1.57%

2.11%

1.18%

Portfolio turnover rate

7.74%^**

10.33%

43.1%

17.96%

13.38%

10.51%

^†Based on average shares outstanding.

^**Not Annualized

^***Annualized

FAM Funds - Notes to Financial Statements (Unaudited)

Note 9. Financial Highlights

FAM Small Cap Fund

Six Months

For the Period

Ended

Per share information

June 30, 2014

2013

December 31, 2012*

(For a share outstanding throughout each period)

(Unaudited)

Net asset value, beginning of period

$14.77

$11.03

$10.00

Income/Loss from investment operations:

Net investment income/(loss)^†

0.00^(b)

0.04

(0.04)

Net realized and unrealized gain on investments

0.10

4.43

1.07

Total from investment operations

0.10

4.47

1.03

Less distributions:

Dividends from net investment income

—

(0.03)

—

Distributions from net realized gains

—

(0.70)

—

Return of capital

—

(0.00)^(b)

—

Total distributions

—

(0.73)

—

Change in net asset value for the period

0.10

3.74

1.03

Net asset value, end of period

$14.87

$14.77

$11.03

Total Return

0.68%^**

40.49%

10.30%^**(a)

Ratios/supplemental data

Net assets, end of period (000)

$59,013

$42,674

$16,841

Ratios to average net assets of:

Before waivers:

Expenses

1.44%^***

1.57%

2.79%^***

Net investment income/(loss)

0.06%^***

0.05%

(1.89)%^***

After waivers:

Expenses

1.44%^***

1.35%

1.46%^***

Net investment income/(loss)

0.06%^***

0.27%

(0.56)%^***

Portfolio turnover rate

9.21%^**

19.65%

7.59%^**

† Based on average shares outstanding.

* Small Cap Fund inception 3/1/12

** Not Annualized

*** Annualized

^(a) Total return includes the effect of a voluntary contribution by the Advisor of $5,649. Absent this contribution, total return

would have been 10.26%.

^(b)Amount is less than $0.01 per share.

FAM Funds — Supplemental Information (Unaudited)

Statement Regarding Availability of Proxy Voting Policies and Procedures. Please note that a description of the policies and procedures the Funds use to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling FAM Funds at 1-800-932-3271; (ii) and on the Securities and Exchange Commission’s website at http://www.sec.gov.

Statement Regarding Availability of Proxy Voting Record. Please note that information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling FAM Funds at 1-800-932-3271; or on the FAM Fund’s Website at http://famfunds.com (ii) and on the Securities and Exchange Commission’s website at http://www.sec.gov.

See Notes to Financial Statements

Investment Advisor

Fenimore Asset Management, Inc.

Cobleskill, NY

Custodian

U.S. Bank, N.A.

Cincinnati, OH Trustees

Donald J. Boteler

Paul Keller, CPA

Fred “Chico” Lager

John J. McCormack, Jr.,

Independent Chairman

Kevin J. McCoy, CPA

Thomas O. Putnam

Barbara V. Weidlich

Legal Counsel

Dechert, LLP

Washington, DC

Shareholder Servicing Agent

FAM Shareholder Services, Inc.

Cobleskill, NY

Distributor

Fenimore Securities, Inc.

Cobleskill, NY

FAM Funds

384 North Grand Street

PO Box 399

Cobleskill, New York

12043-0399

(800) 932-3271

www.famfunds.com

FACTS

WHAT DOES FAM FUNDS (FENIMORE ASSET MANAGEMENT TRUST)

DO WITH YOUR PERSONAL INFORMATION?

Financial companies choose how they share your personal information. Feder-

al law gives consumers the right to limit some but not all sharing. Federal law

Why?

also requires us to tell you how we collect, share, and protect your personal

information. Please read this notice carefully to understand what we do.

The types of personal information we collect and share depend on the product

or service you have with us. This information can include:

Social Security number and account balances

What?

Transaction history and investment experience

Retirement assets and wire transfer instructions

When you are no longer our customer, we continue to share your information

as described in this notice.

All ﬁnancial companies need to share customers’ personal information to run

their everyday business. In the section below, we list the reasons ﬁnancial

How?

companies can share their customers’ personal information; the reasons FAM

Funds (Fenimore Asset Management Trust) chooses to share; and whether you

can limit this sharing.

Reasons we can share your personal

Does Fenimore Asset

information

Management, Inc.

Can you limit this

share?

sharing?

For our everyday business purposes

- such as to process your transactions,

maintain your account(s), respond to

Yes

court orders and legal investigations, or

report to credit bureaus

For our marketing purposes - to offer our

products and services to you

We don’t share

For joint marketing with other ﬁnancial

companies

We don’t share

For our afﬁliates’ everyday business pur-

poses - information about your transac-

We don’t share

tions and experiences

For our afﬁliates’ everyday business

purposes - information about your credit-

We don’t share

worthiness

For afﬁliates to market to you

We don’t share

For nonafﬁliates to market to you

We don’t share

Questions?

Call (800) 932-3271 or go to www. famfunds.com

Rev. 01/2014

Page 2

What We Do

To protect your personal information from

How does FAM Funds (Fenimore Asset unauthorized access and use, we use secu-

Management Trust) protect my personal infor- rity measures that comply with federal law.

mation?

These measures include computer safe-

guards and secured ﬁles and buildings.

We collect your personal information, for

example, when you:

How does FAM Funds (Fenimore Asset • open an account

Management Trust) collect my personal infor- • direct us to buy securities

mation?

• direct us to sell your securities

• make deposits or withdrawals from your

account

• tell us about your investment or retire-

ment portfolio

Federal law gives you the right to limit only

• sharing for afﬁliates’ everyday business

purposes - information about your credit-

worthiness

• afﬁliates from using your information to

Why can’t I limit all sharing?

market to you

• sharing for nonafﬁliates to market to you

State laws and individual companies may

give you additional rights to limit sharing.

See below for more on your rights under

state law.

Definitions

Companies related by common ownership or

control. They can be ﬁnancial and nonﬁnan-

Affiliates

cial companies.

• FAM Funds (Fenimore Asset Management

Trust) does not share with our afﬁliates.

Companies not related by common owner-

ship or control. They can be ﬁnancial and

nonﬁnancial companies.

Nonaffiliates

• FAM Funds (Fenimore Asset Manage-

ment Trust) does not share with nonafﬁli-

ates so they can market to you.

A formal agreement between nonafﬁliated

ﬁnancial companies that together market

Joint Marketing

ﬁnancial products or services to you.

• FAM Funds (Fenimore Asset Management)

does not market jointly.

Not part of the Semi-Annual Report

FAM Funds

384 North Grand Street

PO Box 399

Cobleskill, NY 12043

800.932.3271 / famfunds.com

Distributed by Fenimore Securities, Inc. Member FINRA/SIPC

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not Applicable.

Item 6. Schedule of Investments

This Schedule of Investments in securities of unaffiliated issuers is

included as part of the Report to Shareholders.

Item 7. Disclosure of Proxy Voting Policies and Procedures for

Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Companies

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management

Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 11. Controls and Procedures.

(a) The registrant's principal executive officer and principal financial

officer have concluded that the registrant's disclosure controls and

procedures (as defined in Rule 30a-3(c)) under the Investment Company

Act of 1940, as amended (the "Act") are effective based on their

evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant's internal control over

financial reporting (as defined in Rule 30a-3(d) under the Act that

occurred during the registrant's first fiscal half-year of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

Item 12. Exhibits.

File the exhibits listed below as part of this Form. Letter or number the

exhibits in the sequence indicated.

(a) A separate certification for each principal executive officer and

principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) in the exact form set forth below:

(Attached hereto).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment

Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Fenimore Asset Management Trust

By (Signature and Title)* /s/ Thomas O. Putnam

---------------------------

Thomas O. Putnam, President

Date August 11, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment

Company Act of 1940, this report has been signed below by the following persons on behalf of

the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Thomas O. Putnam

---------------------------

Thomas O. Putnam, President

Date August 11, 2014

By (Signature and Title)* /s/ Joseph A. Bucci

--------------------------

Joseph A. Bucci, Treasurer

Date August 11, 2014

* Print the name and title of each signing officer under his or her signature.