Fenimore Asset Management Trust NCSR Certified annual shareholder report (management investment company)

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

                                            Fenimore Asset Management Trust
              - ------------------------------------------------------------------------------
                                   (Exact name of registrant as specified in charter)

                                                    384 North Grand Street
                                                           P.O. Box 399
                                               Cobleskill, New York 12043
           - ------------------------------------------------------------------------------
                                (Address of principal executive offices) (Zip code)

                                                    Thomas O. Putnam
                                       Fenimore Asset Management Trust
                                              384 North Grand Street
                                          Cobleskill, New York 12043
       - ------------------------------------------------------------------------------
                                   (Name and address of agent for service)

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

Date of fiscal year end: December 31
---------------

Date of reporting period: June 30, 2011
---------------------

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.

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Item 1. Reports to Stockholders.
The semi-annual report to stockholders is filed herewith.

FAM Semi Annual 2010

VALUE FUND

EQUITY-INCOME FUND

Investor Share Class and Advisor Share Class

S E M I – A N N U A L R E P O R T

June 30, 2011

Table of Contents

Chairman’s Commentary

FAM Value Fund

Letter to Shareholders

Portfolio Data

Expense Data

Statement of Investments

Statement of Assets and Liabilities

Statement of Operations

Statement of Changes in Net Assets

Notes to Financial Statements

FAM Equity-Income Fund

Letter to Shareholders

Portfolio Data

Expense 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

Dear Fellow Shareholder:

The seemingly omnipresent headwinds in the U.S. and world economies continue to frustrate

many investors. Prolonged unemployment, deficit spending, rising food and energy prices,

a double-dip in the housing market, austerity measures in Greece, the possibility of low

interest rates for an extended period of time, and a slow U.S. economy, etc., are sources of

consternation for investors of all asset classes. However, despite the challenges the economy

is facing, we are observing opportunities in the market that should yield long-term future

growth. Help from a strong rally in the last week of the quarter increased the S&P 500 Index

+6.02% and increased the Russell 2000 Index +6.21% through June 30th. Comparatively,

the FAM Value Fund posted a +7.01% return and the FAM Equity-Income Fund +6.19%.

We understand that challenges persist and there are many unanswered economic and po-

litical questions. Ironically, these “big picture” events tend to be present in most periods

throughout history. We cannot control these variables nor with any accuracy predict the

outcomes. However, what we can do is control which companies we invest in and at what

prices. By investing in fundamentally sound companies at discounted prices, the probability

for future growth is increased.

Currently, the U.S. economy is experiencing a slow-growth environment. Only time will tell

how long this will persist. However, by investing in the correct companies, that is those in

superior financial condition, we can still make money in the stock market despite the current

state of the economy.

So how do businesses grow sufficiently in this environment?

There are five fundamental actions that financially sound companies can take to expand

their businesses in a stagnant economy. These actions can be summed up with the term “cash

conversion.” Cash conversion involves the utilization of surplus cash and annual cash prof-

its to increase shareholder value. A company can grow the value of its business in a slow-

growth environment by: increasing dividend payouts, buying back shares, paying down

debt, making acquisitions, and investing in growth initiatives such as opening new stores

and/or expanding operations into faster growing economies around the world.

Examples

IDEX Corp. (IEX) is a good example of a company that generates more cash than it needs

to reinvest back into its business. Management has done a great job of making acquisitions

to expand their share in existing markets as well as identifying new market opportunities

and then acquiring other companies to enter those markets. Over the last five years, IEX has

Chairman's Commentary

invested nearly a billion dollars to acquire other companies. In 2008, acquisitions accounted

for 9% of sales growth while organic growth was zero. Last year, acquisitions added 3% to

sales with 12% organic growth. Management at IEX has done a terrific job of using acquisi-

tions to augment sales growth.

Another example of management creating shareholder value through effective use of cash is

Zebra Technologies (ZBRA). Five years ago, new management was brought into the com-

pany as the founder retired. The new CEO is an advocate of stock repurchase programs.

Over the course of his tenure he has bought back more than 14% of the outstanding stock.

The CEO has also improved the profitability of the company so that it is now generating

even more cash than in the past. This additional cash generation can be used to fund even

more share repurchases.

As these examples highlight, cash profits are a critical component in the growth story of a

business when they are converted by corporate actions into increased shareholder value.

This is why it is so important to invest in companies with abundant free cash ﬂow – espe-

cially in challenging economic times.

Thank you for your trust and business. We invite you to visit us here at our offices and wel-

come your calls at anytime.

Sincerely,

Thomas O. Putnam

Chairman

Fenimore Asset Management, Inc.

Research Team

Andrew F. Boord

John D. Fox, CFA

Kevin Gioia

Paul C. Hogan, CFA

Marc Roberts, CFA

Drew Wilson, CFA

FAM Value Fund

Dear Fellow Value Fund Shareholder:

At June 30, 2011, the net asset value of the Investor Class of the FAM Value Fund was

$48.52. This represents an increase of +7.01% from the beginning of the year. For compari-

son, the S&P 500 Index increased +6.02% and the Russell 2000 Index increased +6.21%.

2011 Review Year-to-Date

Stocks came out of the gate quickly with the Dow Jones Industrial Average closing above

12,000 in late February for the first time since 2006. Since then it has been a turbulent ride.

The first bump was an uprising in Egypt which resulted in replacing the existing govern-

ment. Citizens of other Arab nations were inspired by the Egyptians thereby creating unrest

in many oil producing countries. As a result, oil prices increased sharply. In March a major

earthquake hit Japan causing a tsunami and nuclear accident. These events caused incred-

ible damage in the country and a major disruption to the global supply chain. Then in May,

almost one year to the day that it started in 2010, the European debt crisis returned. As we

write this letter, Greece is receiving its second bailout payment in the last two years. Finally,

in the United States, lawmakers are arguing about how to solve our own country’s debt

problem. Despite all of this bad news, stock prices rallied in the last four days of the second

quarter to finish with a strong first half of the year.

Portfolio Activity

We exited three positions during the first half of this year selling all of our shares in Feder-

ated Investors, Joy Global, and MICROS Systems. We sold Federated Investors due to con-

cerns about an extended period of low interest rates and the fact that the money market fund

industry has a large exposure to the debt of European financial institutions. Joy Global was

a terrific holding for the Fund; we originally purchased the stock during the global financial

crisis in the fall of 2008. Our average cost was less than $40 a share and we sold the stock

this year near $100 a share, doubling our money in less than three years. Joy Global is a

great company, but we feel the valuation reﬂects the company’s good prospects. MICROS

Systems was a small position in the Fund. When we originally purchased the stock we were

unable to buy all the shares that we wanted at our buy price. Therefore, we only owned

a small position. After the stock doubled from our original purchases, we sold all of our

shares.

We have purchased two new ideas – Home BancShares and Ultra Petroleum. Home Banc-

Shares is a regional bank with headquarters in Arkansas. In addition to Arkansas, the com-

pany is expanding in Florida through the acquisition of failed banks and has grown its assets

significantly during the last three years. Given its strong profitability and capital position,

FAM Value Fund

we think the bank will complete additional acquisitions in the future. Ultra Petroleum is an

energy company that finds and produces natural gas. The company is one of the lowest cost

producers in the energy industry. This low cost structure gives them a real advantage in a

commodity business like energy exploration. Historically, Ultra has been an industry leader

in production growth, reserve growth, and return on invested capital. Due to currently low

natural gas prices, we were able to purchase the stock at an attractive price.

Performance Detail

Best Performers

The Fund’s best performer, on a dollar-weighted basis, was White Mountains Insurance

(+25%) with a gain of almost $9 million. White Mountains is an insurance holding com-

pany with three primary assets: OneBeacon Insurance, Esurance, and White Mountains Re-

insurance. In May, the company announced the sale of the Esurance division to Allstate for

$1.1 billion. This sale is a great transaction and will unlock $600 million of additional value

for shareholders. While the shares have had a great year, the stock still sells at a significant

discount to the company’s book value.

The second best performer was IDEX Corporation (+18%) for a gain of more than $5

million. IDEX is an industrial company with four segments; pumps, health & sciences, dis-

pensing equipment, and fire & rescue. The company is benefiting from the global economic

recovery as it sells 50% of its products outside of the United States. Management has done

an excellent job of growing the business and making smart acquisitions. Based on analyst

earnings expectations for the current year, 2011 will be the most profitable year in company

history.

The third best performer was Ross Stores (+27%) for a gain of almost $5 million. Ross has

been an amazing story. In the five years ending January 2011, the company has grown its

earnings per share from $1.36 to $4.62, a compound growth rate of 28% per year. The Ross

Stores retailing formula of selling designer clothing at a discount price has been a big hit

with consumers. Ross is one of the best stocks we have owned over the last 10 years. The

current price is almost eight times the original price we paid for the stock in 2001.

Worst Performers

The Fund’s worst performer, on a dollar-weighted basis, was Protective Life (-13%) generat-

ing a loss of almost $3 million. Protective is a life insurance company with headquarters in

Birmingham, AL. Given the fears about Greece and the European debt crisis many financial

stocks declined in the first half of the year, including Protective. We believe that Protective

FAM Value Fund

is a well-run company and management is executing on a plan to increase the company’s

return-on-equity. If they are successful, we believe the stock will sell at a much higher price-

to-book multiple which will result in considerable appreciation from the current price. We

increased our position in this stock during the second quarter.

The second worst performer was Meredith (-9%) with a loss of $1.6 million. Meredith owns

magazines and broadcast TV stations. The company’s ﬂagship property is Better Homes

and Gardens magazine with a readership of 39 million people. The company’s earnings

report for the March quarter was lower than expected and caused a decline in the stock

price. Meredith generates meaningful cash profits which can be used to increase the value

for shareholders.

The third worst performer was TCF Financial (-7%) with a loss of $1.3 million. TCF is a

bank headquartered in Minneapolis, MN. The company’s profits were impacted by the pas-

sage of the Durbin Amendment which reduced the amount of fees that banks can charge on

debit card purchases. While TCF is not a large bank, they are one of the 20 largest debit card

issuers in the country. Even with this change the company remains more profitable than the

average bank. The March quarter also showed evidence of improving credit results.

So how do you make money in stocks?

The Federal Reserve has been reducing its forecast for economic growth for the last several

months. These revisions have rekindled fears of an economic slowdown and concerns about

lower stock prices. The question investors are asking themselves is, “Can I make money in

stocks in a slow-growth economic environment?” We think the answer is yes.

First, the historic evidence shows that it is possible. We have been in a slow-growth economy

for the last decade and it was possible to earn a positive return in stocks over this period

of time. According to the Bureau of Economic Analysis, real GDP (gross domestic product)

growth for the 10 years ending December 31, 2010 was +1.7% per year. During this decade,

shareholders in the FAM Value Fund earned more than +6% per year.

Companies can create value over and above the pace of economic growth. While it would

be better to have strong growth, good businesses that are profitable can deploy profits to

increase their value. The following are examples of how companies in the Fund use their

cash to create value.

FAM Value Fund

Mergers and Acquisitions

Financially strong companies can acquire other businesses to accelerate their growth. Two

of the Fund’s top 10 holdings, Brown & Brown and Mednax, use their significant cash prof-

its to acquire smaller companies that operate in their industries. These acquisitions allow

them to grow faster than the overall economy.

Invest Overseas

Many countries in the world are growing faster than the United States and companies locat-

ed here can take advantage of that fact. All of our industrial companies sell products around

the world with some achieving more than 50% of their sales internationally. Another ex-

ample is YUM! Brands. While its U.S. sales have been shrinking for a number of years, man-

agement’s investments in China and other countries have created solid earnings growth. In

the five years ending in December 2010, earnings per share increased from $1.32 to $2.53.

Invest in the Business

New products, more salespeople, or additional store locations can help increase sales. The

Fund’s holdings like CarMax and Ross Stores have the opportunity to open additional store

locations that will result in sales growth above the rate of economic expansion. Manufactur-

ers can invest in research and development which results in new products. Donaldson Com-

pany in Minneapolis is a worldwide leader in filters and filtration systems. It consistently

invests in developing new products which have helped the business double its revenue over

the last 10 years.

Capital Allocation

In many cases management can increase the value of the enterprise by using its cash profits

wisely. Paying off debt or repurchasing shares can increase the value of a company’s stock.

The Fund has holdings that have pursued both of these strategies. Meredith and Mohawk

Industries borrowed money to make significant acquisitions. In recent years, these compa-

nies have used their cash ﬂow to reduce debt resulting in more value for their stockholders.

In addition, a number of businesses whose stock we own in the Fund have repurchased more

than 10% of their outstanding shares over the last several years. Examples include Bed Bath

& Beyond, White Mountains, and Zebra Technologies.

Dividends

When management does not have a good investment opportunity in the business, it makes

sense for them to pay a dividend to shareholders. Dividends have been an important part of

FAM Value Fund

equity returns in the past and we expect they will continue to be important going forward. A

great quality about dividends is that they are cash payments made to the shareholder. Even if

the price of the stock ﬂuctuates, the shareholder has their dividend in hand. The Fund holds

many financially strong companies that pay a sound dividend. At June 30, 2011, nine of the

Fund’s holdings have an annual dividend yield in excess of 2%. In addition, many of the

companies are increasing their dividends on an annual basis.

Conclusion

When you read the headlines about challenges both here and abroad, including a U.S. econ-

omy that is not expanding as fast as people would like, remember that many of the holdings

within the Value Fund are being proactive and creating value for shareholders.

Long-Term Returns

Average Annual Total Returns as of June 30, 2011

Life of Fund

YTD

1-Year

3-Year

5-Year

10-Year

(1/2/87)

FAM Value Fund (FAMVX)

(Investor Shares)

7.01% 25.74% 7.17%

3.30%

5.86%

10.34%

S&P 500 Index

6.10% 30.47% 3.28%

2.89%

2.68%

9.62%

Russell 2000 Index

6.21% 37.41% 7.77%

4.08%

6.27%

9.32%

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.

Sincerely,

John D. Fox, CFA

Thomas O. Putnam

Co-Manager

FAM Value Fund — Portfolio Data

As of June 30, 2011 (Unaudited)

COMPOSITION OF TOTAL INVESTMENTS

Property & Casualty Insurance

12.8%

Machinery & Equipment

8.6%

Money Market Fund

8.1%

Insurance Agency

6.2%

Banking

5.9%

Retail Stores

5.5%

Transportation

5.3%

Oil & Gas Exploration

5.3%

Health Care Services

5.1%

Publishing

4.4%

Restaurants

3.9%

Electronic Equipment

3.5%

Real Estate Development

3.1%

Investment Management

2.7%

Diversified Manufacturing

2.6%

Diversified Healthcare

2.6%

Automotive

2.6%

Life Insurance

2.3%

Health Care Equipment/Devices

2.0%

Other

7.5%

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 Form 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 — Expense Data

As of June 30, 2011 (Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption

fees on the Advisor Class Shares; and (2) ongoing costs, including management fees; distribution (and/

or service) (12b-1 fees on the Advisor Class Shares only) fees; and other Fund expenses. This Example

is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to com-

pare 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 (1/1/2011 to 6/30/2011).

Actual Expenses

Lines (A) and (B) of the following table provide information about actual account values and actual

expenses for Investor Class Shares and Advisor Class Shares, respectively. You may use the information

in this line, together with the amount you invested, 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 multiply 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

Lines (C) and (D) of the following table provide information about hypothetical account values and

hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5%

per year before expenses, which is not the Fund’s actual return for the Investor Class Shares and

Advisor Class Shares, respectively. The hypothetical 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% hypothetical 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 and

do not reflect any transactional costs, such as redemptions fees. Therefore, lines (C) and (D) of the

table are useful in comparing ongoing costs only, and will not help you determine the relative costs of

owning different funds. In addition, if these transactional costs were included, your costs would have

been higher.

FAM Value Fund — Expense Data continued

Six Months Ended June 30, 2011 (Unaudited)

S I X M O N T H S E N D E D J U N E 3 0 , 2 0 1 1

Beginning

Ending

Expenses

Account Value

Paid

1/1/2011

6/30/2011

During Period

Ongoing Costs Based on Actual Fund Return

Investor Share Class

$1,000.00

$1070.10

$ 6.21*

Advisor Share Class

$1,000.00

$1,067.80

$ 11.33**

Ongoing Costs Based on Hypothetical

5% Yearly Return

Investor Share Class

$1,000.00

$1,019.00

$ 6.06*

Advisor Share Class

$1,000.00

$1,014.04

$ 11.04**

*Expenses are equal to the Fund’s Investor Class Shares annualized expense ratio of (1.21%), multiplied by the average account

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

**Expenses are equal to the Fund’s Advisor Class Shares annualized expense ratio of (2.21%), multiplied by the average account

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

FAM Value Fund — Statement of Investments

June 30, 2011 (Unaudited)

SHARES

VALUE

COMMON STOCKS (91.9%)

Automotive (2.6%)

CarMax, Inc.*

· specialty retailer of used cars and light-trucks in

the United States

600,000

$19,842,000

Banking (5.9%)

Bank of the Ozarks, Inc.

· holding company that provides a range of

retail and commercial banking services in the

Southeast

126,500

6,585,590

Home Bancshares, Inc.

· holding company for the Centennial Bank that

provides various commercial and retail banking

and related financial products and services to

businesses, real estate developers, individuals

and municipalities

123,200

2,912,448

M&T Bank Corporation

· bank holding company that provides commercial

and retail banking services to individuals,

businesses, corporations and institutions in the

Northeast and Mid-Atlantic

75,000

6,596,250

SCBT Financial Corporation

. provides banking services to individual and

corporate customers in the Carolinas

205,110

5,882,555

TCF Financial Corporation

· holding company that offers various banking

services throughout the United States

1,302,163

17,969,849

Westamerica Bancorporation

· provides banking services to individual and

corporate customers in northern and central

California

113,100

5,570,175

45,516,867

Commercial Services (1.3%)

McGrath RentCorp

. modular building and electronic test equipment

rentals, subsidiary classroom manufacturing

347,000

9,743,760

See Notes to Financial Statements.

FAM Value Fund — Statement of Investments continued

June 30, 2011 (Unaudited)

SHARES

VALUE

Diversified Healthcare (2.6%)

Johnson & Johnson

· manufactures and sells various products in the

health care field

305,000

$20,288,600

Diversified Manufacturing (2.6%)

Illinois Tool Works, Inc.

· manufactures engineered products such as

plastic and metal components and fasteners

and specialty systems which consist of

machinery and consumable products

359,950

20,333,576

Education Services (0.8%)

Strayer Education, Inc.

· provides various academic programs through

traditional classrooms and Internet

49,105

6,206,381

Electronic Commerce Distribution (1.0%)

Digital River, Inc.*

· provides outsourced e-commerce solutions

worldwide

250,000

8,040,000

Electronic Equipment (3.5%)

Zebra Technologies Corp. - Class A*

· designs, manufactures and supports bar code

label printers

648,502

27,347,329

Health Care Distribution (1.8%)

Patterson Companies, Inc.

· operates as a distributor serving dental,

companion-pet veterinarian, and rehabilitation

supply markets in the United States and Canada

435,000

14,307,150

Health Care Equipment/Devices (2.0%)

Stryker Corp.

· operates a medical technology company offering

Orthopedic Implants and MedSurg Equipment

266,000

15,611,540

See Notes to Financial Statements.

FAM Value Fund — Statement of Investments continued

June 30, 2011 (Unaudited)

SHARES

VALUE

Health Care Services (5.1%)

Mednax, Inc.*

· health care services company focused on physician

services for newborn, maternal-fetal and other

pediatric subspecialty care

545,700

$39,394,083

Home Furnishings (0.7%)

Mohawk Industries, Inc.*

· produces floor covering products for

residential and commercial applications

88,100

5,285,119

Insurance Agency (6.2%)

Brown & Brown, Inc.

· one of the largest independent general

insurance agencies in the U.S.

1,879,696

48,232,999

Investment Management (2.7%)

Franklin Resources, Inc.

· provides investment management and

fund administration services as well as

retail-banking and consumer lending services

160,000

21,006,400

Life Insurance (2.3%)

Protective Life Corporation

· individual and group life/health insurance

and guaranteed investment contracts

785,400

18,166,302

Machinery & Equipment (8.6%)

Donaldson Company, Inc.

· designs, manufactures and sells

filtration systems and replacement parts

371,200

22,524,416

See Notes to Financial Statements.

FAM Value Fund — Statement of Investments continued

June 30, 2011 (Unaudited)

SHARES

VALUE

Machinery & Equipment (continued)

Graco, Inc.

· supplies systems and equipment for the

management of fluids in industrial, commercial

and vehicle lubrication applications

180,550

$ 9,146,663

IDEX Corporation

· manufactures proprietary, highly engineered

industrial products and pumps

771,750

35,384,738

67,055,817

Media (1.9%)

Meredith Corporation

· magazine publishing and tv broadcasting

466,450

14,520,589

Oil and Gas Exploration (5.3%)

EOG Resources, Inc.

. engages in the exploration, development,

production and marketing of natural gas

and crude oil

216,000

22,582,800

Ultra Petroleum Corporation*

. independent oil and gas company that engages in

the acquisition, exploration, development,

production and operation of oil and natural

gas properties

400,000

18,320,000

40,902,800

Property and Casualty Insurance (12.8%)

Berkshire Hathaway, Inc. - Class A*

· holding company for various insurance

and industrial companies

266

30,883,930

Markel Corporation*

· sells specialty insurance products

64,850

25,733,128

White Mountains Insurance Group, Ltd.

· personal property and casualty, and reinsurance

102,693

43,147,491

99,764,549

See Notes to Financial Statements.

FAM Value Fund — Statement of Investments continued

June 30, 2011 (Unaudited)

SHARES

VALUE

Publishing (4.4%)

John Wiley & Sons, Inc. - Class A

· publisher of print and electronic products,

specializing in scientific, technical professional

and medical books and journals

661,700

$34,415,017

Real Estate Development (3.1%)

Brookfield Asset Management, Inc. - Class A

. asset management holding company

that invests in property, power and

infrastructure

725,000

24,048,250

Restaurants (3.9%)

YUM! Brands, Inc.

· quick service restaurants including KFC,

Pizza Hut and Taco Bell

550,600

30,415,144

Retail Stores (5.5%)

Bed Bath & Beyond, Inc.*

· national chain of retail stores selling domestic

merchandise such as bed linens, bath items,

kitchen textiles and home furnishings

345,600

20,172,672

Ross Stores, Inc.

· chain of off-price retail apparel and

home accessories stores

286,422

22,948,131

43,120,803

Transportation (5.3%)

Forward Air Corporation

· provides surface transportation and

related logistics services to the deferred

air freight market in North America

389,233

13,152,183

Heartland Express, Inc.

· short-to medium-haul truckload carrier

of general commodities

1,333,333

22,079,994

See Notes to Financial Statements.

FAM Value Fund — Statement of Investments continued

June 30, 2011 (Unaudited)

SHARES

VALUE

Transportation (continued)

Knight Transportation, Inc.

· transportation of general commodities

in the U.S.

366,900

$ 6,233,631

$ 41,465,808

Total Common Stocks (Cost $392,761,878)

$715,030,883

TEMPORARY INVESTMENTS (8.1%)

Money Market Fund (8.1%)

Invesco Short Term Treasury Fund (0.02%)**

63,192,794

Total Temporary Investments (Cost $63,192,794)

$ 63,192,794

Total Investments (Cost $455,954,672) (100%)

$778,223,677

*Non-income producing securities.

**The rate shown represents the effective yield at 6/30/11.

See Notes to Financial Statements.

FAM Value Fund

June 30, 2011 (Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

Assets

Investments in securities at value (Cost $455,954,672)

$778,223,677

Cash

1,803

Dividends and interest receivable

370,524

Total Assets

778,596,004

Liabilities

Accrued investment advisory fee

624,828

Accrued shareholder servicing and administrative fees

89,671

Accrued expenses

170,279

Accrued distribution and service fees

1,208

Total Liabilities

885,986

Net Assets

Sources of Net Assets:

Net capital paid in on shares of beneficial interest

445,621,142

Accumulated net investment loss

(601,712)

Accumulated net realized gains

10,421,583

Net unrealized appreciation

322,269,005

Net Assets

777,710,018

Net Asset Value, Offering and Redemption Price

per share (unlimited shares of beneficial interest

authorized at $.001 par value)

Investor Class Shares — based on net assets of

$773,205,833 and 15,936,226 shares outstanding

$48.52

Advisor Class Shares — based on net assets of

$4,504,185 and 96,917 shares outstanding^(a)

$46.47

^(a)A 1% redemption fee is imposed upon Advisor shares redeemed within the first

18 months of purchase. See Note 3 in the Notes to the Financial Statements.

See Notes to Financial Statements.

FAM Value Fund

Six Months Ended June 30, 2011 (Unaudited)

STATEMENT OF OPERATIONS

INVESTMENT INCOME

Income

Dividends

$ 4,012,824

Interest

7,826

Total Investment Income

4,020,650

Expenses

Investment advisory fee (Note 2)

3,794,474

Administrative fee (Note 2)

321,755

Shareholder servicing and related expenses (Note 2)

220,793

Printing and mailing

57,709

Professional fees

23,633

Registration fees

28,916

Custodial fees

46,422

Trustees fees

24,694

Officers fees (Note 2)

23,130

Distribution and Service fees — Advisor Class Shares (Note 2)

22,651

Other

77,763

Total Expenses

4,641,940

Net Investment Loss

$ (621,290)

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

Net realized gain on investments

10,405,088

Net change in unrealized appreciation of investments

41,783,637

Net Realized and Unrealized Gain on Investments

52,188,725

NET INCREASE IN NET ASSETS FROM OPERATIONS

$51,567,435

See Notes to Financial Statements.

FAM Value Fund

Six Months Ended June 30, 2011 (Unaudited) and Year Ended December 31, 2010

STATEMENTS OF CHANGES IN NET ASSETS

Six Months

Year Ended

Ended June 30,

December 31,

2011

2010

CHANGE IN NET ASSETS

FROM OPERATIONS:

Net investment income/(loss)

(621,290)

$ 1,397,398

Net realized gain on investments

10,405,088

9,857,404

Unrealized appreciation of investments

41,783,637

98,340,520

Net Increase in Net Assets From Operations

51,567,435

109,595,322

DISTRIBUTIONS TO SHAREHOLDERS FROM:

Net investment income

Investor Class

—

(1,392,952)

Net realized gain on investments

Investor Class

—

(9,484,271)

Advisor Class

—

(61,081)

TRANSACTIONS IN SHARES OF

BENEFICIAL INTEREST (NOTE 3)

(15,608,548)

(20,896,319)

Total Increase in Net Assets

35,958,887

77,760,699

NET ASSETS:

Beginning of Period

$741,751,131

$663,990,432

End of Period

$777,710,018

$741,751,131

Undistributed net investment income/

(Accumulated net investment loss)

(601,712)

19,578

See Notes to Financial Statements.

FAM Value Fund — Notes to Financial Statements (Unaudited)

Note 1. Nature of Business and Summary of Significant Accounting Policies

FAM Value Fund (the “Fund”) is a series of Fenimore Asset Management Trust, a diversified, open-

end management investment company registered under the Investment Company Act of 1940. The

Fund offers two classes of shares (Investor Class and Advisor Class since January 2, 1987 and July 1,

2003, respectively). Each class of shares has equal rights as to earnings and assets except the Advisor

Class bears its own distribution and service fee expenses. Each class of shares has exclusive voting

rights with respect to matters that affect just that class. Income, expenses (other than expenses attrib-

utable to a specific class), and realized and unrealized gains or losses on investments are allocated to

each class of shares based on its relative net assets. The investment objective of the Fund is to maximize

long-term total return on capital. The following is a summary of significant accounting policies, which

are in accordance with accounting principles generally accepted in the United States of America

("GAAP"), followed by the Fund in the preparation of its 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 hierarchy of inputs.

The hierarchy distinguishes between market data obtained from independent sources (observable

inputs) and the Fund's own market assumptions (unobservable inputs). These inputs are used in

determining the value of the Fund's investments. These inputs are summarized in the three broad

levels listed below:

Level 1 – quoted prices in active markets for identical securities

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

inactive markets and quoted prices for similar securities)

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining

the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the

risk associated with investing in those securities.

FAM Value Fund — Notes to Financial Statements (Unaudited)

The following is a summary of the inputs used to value the Fund’s net assets as of June 30, 2011:

Valuation Inputs

Investments in Securities

Level 1 Quoted prices

Common Stocks

$715,030,883

Temporary Investments

$ 63,192,794

Level 2 Other significant observable inputs

—

Level 3 Significant unobservable inputs

—

Total

$778,223,677

During the period ended June 30, 2011 there were no Level 2 or 3 inputs used to value the Fund's

net assets. Refer to the Statement of Investments to view securities segregated by industry type.

b) Federal Income Taxes

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

regulated investment companies and to distribute all of its taxable income to its shareholders.

Therefore, no provision for federal income or excise tax is required.

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

financial statements. For the period ended June 30, 2011 management has evaluated the tax

positions taken or expected to be taken in the course of preparing the Fund's tax returns to

determine whether the tax positions are "more-likely-than-not" of being sustained 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 2007 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 management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosureof 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 accrued as earned and dividend income

is recorded on the ex-dividend date. The Fund records distributions received in excess of income from

underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are

FAM Value Fund — Notes to Financial Statements (Unaudited)

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 Fund adjusts 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 regulations 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 the Investment Advisory Contract, the Fund pays an investment advisory fee to Fenimore Asset

Management, Inc. (the “Advisor”) equal, on an annual basis, to 1% of the Fund’s average daily net

assets. The Advisor has entered into a voluntary agreement with the Fund to reduce the investment

advisory fee for the Fund through December 31, 2011 to 0.95% of the Fund’s average daily net assets

in excess of $1 billion. No such waiver was required for the period ended June 30, 2011. Thomas

Putnam is an officer and trustee of the Fund and also an officer and director of the Advisor. The CCO

is an officer of the Fund and compensated by the Fund in the amount of $23,130 as well as an officer

of the Advisor and compensated additionally by the Advisor.

The Investment Advisory Contract requires the Advisor to reimburse the Investor Class for 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, 2011 the Advisor contractually agreed to reim-

burse the Fund for its expenses to the extent such expenses exceed 1.28% and 2.28% of the average

daily net assets of the Investor Class and Advisor Class, respectively. No such reimbursement was

required for the period ended June 30, 2011.

FAM Shareholder Services, Inc. ("FSS"), a company under common control with the Advisor, serves

as shareholder servicing agent and receives a monthly fee of $2.33 per shareholder account. For the

period ended June 30, 2011, shareholder servicing agent fees paid to FSS amounted to $220,793.

Additionally, FSS serves as the Fund administrative agent and receives an annual fee of 0.085% on the

first $750,000,000 of the Fund’s average daily net assets, and 0.075% thereafter. For the period ended

June 30, 2011, Fund administrative fees amounted to $321,755.

Fenimore Securities, Inc. ("FSI"), a company also under common control with the Advisor, acts as

distributor of the Fund’s shares. On July 1, 2003, the Fund adopted a distribution plan pursuant to

Rule 12b-1 under the Investment Company Act of 1940 for the Advisor Class of shares. Under the

plan the Fund pays FSI a total of 1.00% per annum of the Advisor Class shares’ average daily net

assets.

FAM Value Fund — Notes to Financial Statements (Unaudited)

Note 3. Shares of Beneficial Interest

At June 30, 2011 an unlimited number of $.001 par value shares of beneficial interest were authorized.

The Advisor Class of shares that are redeemed within the first eighteen months of purchase are subject

to a 1.00% redemption fee. For the period ended June 30, 2011, redemption fees amounted to $25

Transactions were as follows:

SIX MONTHS ENDED 6/30/11

YEAR ENDED 12/31/10

Amount

Shares sold

Investor Class

443,949

$20,949,691

1,005,347

$ 41,988,442

Advisor Class

498

22,840

1,298

51,230

Shares issued on

reinvestment of distributions

Investor Class

—

232,077

10,591,998

Advisor Class

—

1,325

58,091

Shares redeemed

Investor Class

(768,102)

(36,221,301)

(1,753,362)

(73,032,090)

Advisor Class

(7,904)

(359,778)

(13,851)

(553,990)

Net Decrease from Investor Class

Share Transactions

(324,153)

$(15,271,610)

(515,938)

$(20,451,650)

Net Decrease from Advisor Class

Share Transactions

(7,406)

$ (336,938)

(11,228)

$ (444,669)

Note 4. Investment Transactions

During the period ended June 30, 2011, purchases and sales of investment securities, other than short-

term obligations were $24,809,071 and $33,972,825, respectively. The cost of securities for federal

income tax purposes is the same as shown in the statement of investments.

FAM Value Fund — Notes to Financial Statements (Unaudited)

Note 5. Income Taxes and Distribution to Shareholders

The components of accumulated income on a tax basis at December 31, 2010 (the Fund's most

recent tax year end) were as follows:

Undistributed ordinary income

$19,578

Undistributed long term capital gain

$16,495

The aggregate gross unrealized appreciation and depreciation of portfolio securities at June 30, 2011,

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

Unrealized appreciation

$331,598,369

Unrealized depreciation

$ (9,329,364)

Net unrealized appreciation

$322,269,005

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

June 30, 2011, and the year ended December 31, 2010 were as follows:

Six Months Ended

Year Ended

June 30, 2011

December 31, 2010

Ordinary income

—

$ 1,392,952

Long-term capital gain

—

9,545,352

—

$10,938,304

Note 6. Line of Credit

FAM Value Fund has a line of credit up to 33 1/3% of total net assets or a maximum of $125,000,000.

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, 2011, when any advances are to be repaid. During the

period ended June 30, 2011, no amounts were drawn from the available line.

Note 7. Commitments and Contingencies

In the normal course of business, the Fund enters into contracts that contain a variety of representations

and warranties which provide general indemnifications. The Fund’s maximum exposure under these

arrangements is unknown as this would involve future claims that might be made against the Fund that

have not yet occurred. However, based on experience of the Advisor, the Fund expects the risk of loss

to be remote.

FAM Value Fund — Notes to Financial Statements (Unaudited)

Note 8. New Accounting Pronouncement

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value

Measurement and Disclosure Requirements” in GAAP and the International Financial Reporting

Standards (“IFRSs”). ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value Measurements and

Disclosures, to establish common requirements for measuring fair value and for disclosing information

about fair value measurements in accordance with GAAP and IFRSs. ASU No. 2011-04 is effective for

fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years.

Management is currently evaluating the impact these amendments may have on the Fund’s financial

statements.

Note 9. Subsequent Events

Management has evaluated subsequent events through the date the financial statements were avail-

able to be issued, and has determined that there were no subsequent events requiring recognition or

disclosure in the financial statements.

FAM Value Fund — Notes to Financial Statements (Unaudited)

Note 10. Financial Highlights

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

Six Months

Years Ended December 31,

Ended June 30,

Per share information

2011

Years Ended December 31,

(For a share outstanding throughout the period)

(Unaudited)

2010

2009

2008

2007

2006

Net asset value, beginning of period

$45.34

$39.32

$32.22

$45.42

$49.65

$48.00

Income/Loss from investment operations:

Net investment income/(loss)^†

(0.04)

0.09

0.05

0.18

0.25

0.24

Net realized and unrealized

gain/(loss) on investments

3.22

6.61

7.10

(13.21)

(0.66)

3.96

Total from investment operations

3.18

6.70

7.15

(13.03)

(0.41)

4.20

Less distributions:

Dividends from net investment income

—

(0.09)

(0.05)

(0.17)

(0.25)

(0.31)

Distributions from net realized gains

—

(0.59)

—

—*

(3.57)

(2.24)

Return of capital

—

—*

—

Total distributions

—

(0.68)

(0.05)

(0.17)

(3.82)

(2.55)

Change in net asset value for the period

3.18

6.02

7.10

(13.20)

(4.23)

1.65

Net asset value, end of period

$48.52

$45.34

$39.32

$32.22

$45.42

$49.65

Total Return

7.01%

17.02%

22.18%

(28.68)%

(0.79)%

8.73%

Ratios/supplemental data

Net assets, end of period (000)

$773,206

$737,211

$659,621

$592,504

$871,090

$1,042,174

Ratios to average net assets of:

Expenses

1.21%

1.23%

1.26%

1.24%

1.19%

1.18%

Net investment income/(loss)

(0.08)%

0.21%

0.14%

0.44%

0.45%

0.49%

Portfolio turnover rate

3.52%

5.08%

7.55%

12.60%

8.74%

17.53%

† Based on average shares outstanding.

*Per share amount is less than $0.005.

FAM Value Fund — Notes to Financial Statements (Unaudited)

Note 10. Financial Highlights (continued)

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

Six Months

Ended June 30,

Per share information

2011

Years Ended December 31,

(For a share outstanding throughout the period)

(Unaudited)

2010

2009

2008

2007

2006

Net asset value, beginning of period

$43.52

$37.81

$30.99

$44.39

$48.91

$47.37

Income/Loss from investment operations:

Net investment loss^†

(0.26)

(0.31)

(0.28)

(0.22)

(0.28)

(0.25)

Net realized and unrealized

gain (loss) on investments

3.21

6.61

7.10

(13.18)

(0.67)

4.03

Total from investment operations

2.95

6.30

6.82

(13.40)

(0.95)

3.78

Less distributions:

Dividends from net investment income

—

Distributions from net realized gains

—

(0.59)

—

(3.57)

(2.24)

Total distributions

—

(0.59)

—

(3.57)

(2.24)

Change in net asset value for the period

2.95

5.71

6.82

(13.40)

(4.52)

1.54

Net asset value, end of period

$46.47

$43.52

$37.81

$30.99

$44.39

$48.91

Total Return

6.78%

16.65%

22.01%

(30.19)%

(1.91)%

7.96%

Ratios/supplemental data

Net assets, end of period (000)

$4,504

$4,540

$4,369

$4,294

$7,591

$8,494

Ratios to average net assets of:

Expenses

2.21%

2.23%

2.26%

2.24%

2.19%

2.18%

Net investment loss

(0.57)%

(0.79)%

(0.86)%

(0.56)%

(0.55)%

(0.51)%

Portfolio turnover rate

3.52%

5.08%

7.55%

12.60%

8.74%

17.53%

†

Based on average shares outstanding.

FAM Equity-Income Fund

Dear Fellow Equity-Income Fund Shareholder:

• More than two-thirds of the common equity holdings in the Fund increased their cash

dividends to shareholders during the first half of the year.

• Average dividend growth of the holdings in the Fund over five years is +11% versus

-3% for the S&P 500 Index.

• The Fund was highlighted by Louis Rukeyser’s Wall Street in the April edition.

• The June 2011 issue of Money Magazine highlighted the FAM Equity-Income Fund

in an article, "How to Cast for Yield Now."

The stock market continued its two-year advance fueled by slowly improving economic data

and strong corporate earnings. The market has been able to shrug off negative events such

as the precarious financial situation in Greece, the devastating tsunami and nuclear disaster

in Japan, and the ongoing unfavorable employment and housing data in the U.S. In general,

the stock market in 2011 is much more resilient than it was this time last year.

Performance

YTD

1-Year

3-Year

5-Year

10-Year

FAM Equity-Income Fund (FAMEX)

(Investor Shares)

6.19% 24.95%

5.39%

2.17%

5.46%

Russell 2000 Index

6.21% 37.41%

7.77%

4.08%

6.27%

S&P 500 Index

6.10% 30.47%

3.28%

2.89%

2.68%

For the first half of the year the FAM Equity-Income Fund turned in results that were in line

with the market. The Fund's Investor Class return of 6.19% was two basis points behind

the Russell 2000 Index of small capitalization stocks, but ahead of the S&P 500 Index of

large capitalization stocks by 17 basis points. Dividend-paying stocks continue to perform

well. According to Standard & Poor’s¹ research, dividend-paying stocks continued to out-

perform non-dividend paying stocks during the first half of the year as well as the last 12

months.

We believe dividend-paying stocks are particularly attractive to investors today because

dividends give investors a “head start” on their investment returns. For example, a stock

that has a dividend yield of 3.0% may not look that exciting at first glance. However, history

of the markets shows that long-term equity returns have averaged roughly 10%, which means

that nearly one-third of the expected future return may come from the dividend.

___________________________

¹Standard & Poor's Index Services, 6/30/11

FAM Equity-Income Fund

Another argument in favor of dividends is that they tend to grow over time. The companies

in the Fund increased their dividends by 11% per year over the last five years. This is a very

powerful dynamic. Using the same 3.0% dividend yield stock from the previous example, a

$10,000 investment in that stock would produce dividend income of $300 in the first year.

In the fifth year that same stock would return $455 in dividend income to the investor, assum-

ing 11% annual growth in the dividend. In addition to the dividend income, investors may

see appreciation in the stock price as well.

This is just a mathematical example. The real trick, however, is finding companies that can

stay in the portfolio for five to 10 years and grow their dividends. We spend a lot of time

researching the companies in the Fund and conduct in-house research. We look for compa-

nies that have strong competitive advantages that will endure over a long period of time. We

like to see managements that are innovative and know their industries inside and out. We

want these leadership teams to be honest and ethical and deal with shareholders of the busi-

ness in a forthright manner. We also want the businesses to have low debt on the balance

sheet, earn a high return on their capital, and generate more cash than they need to reinvest

back into the business. Once we find these companies, we like to buy a significant amount

of shares and hold onto them for a long time allowing the business to grow. During this

period we meet with management regularly to ensure that our investment thesis is still intact.

We believe we have assembled an excellent slate of investments in the Fund. The average

holding period in the Fund is longer than five years. In fact, there are a number of Fund

holdings that we have invested in for a decade or longer.

Best and Worst Performing Stocks

The best performing stock, on a dollar-weighted basis, during the period was Ross Stores

(+27.0%), adding $1.4 million to the value of the Fund. The company completed another

year of excellent growth where earnings grew 31%. Growth expectations for the current

year have increased as monthly same-store sales have been running better than management

forecasts. In addition, cash is piling up on the balance sheet despite management aggressively

buying back stock and increasing the dividend by 38% – on top of a 45% increase in the

preceding year. Furthermore, the stock is currently trading reasonably at under 15x earnings.

The next best performing stock in the Fund was Xilinx (+26.4%), which added $950 thou-

sand to the Fund. Earnings for the fiscal year ending March 31, 2011 increased 83%. While

earnings are expected to decline slightly this year, we believe the company is at a tipping point

where they will be taking large chunks of market share from competing technologies. Xilinx

also has a large cash position and increased its dividend by 19% over last year.

FAM Equity-Income Fund

The worst performing company, on a dollar-weighted basis, in the portfolio was Courier

Corp (-27.4%), which decreased the value of the Fund by $1.2 million. The company

reported disappointing earnings for the first half of the year which sent the stock back to

prices not seen since the market collapse in 2009. Management has undertaken several

actions to improve results which we feel will result in higher earnings. Management and

directors own 16.9% of the outstanding shares of this business which represents roughly $23

million of their net worth, down from $32 million at year end. We trust the current stock

price has management focused on doing the right things to get the business back on track.

The second worst performing company was Protective Life (-13%), which decreased the

portfolio value by $227 thousand. Protective reported a weak first quarter as investors worry

about the impact of Greece on all financial companies. Higher interest rates, especially long-

term, will benefit this company nicely. Our bullish investment viewpoint on the stock

remains.

Outlook

We expect the U.S. economy to continue its recovery at a tepid pace. Regarding the markets,

we believe stocks are reasonably priced as valuations have compressed throughout the last

decade and earnings growth will likely be quite good as companies position themselves to

serve the faster growing economies abroad. Additionally, businesses have a tremendous

amount of cash on their balance sheets which is being used to acquire other companies, buy

back shares, and pay dividends to shareholders. The wise deployment of this cash should

boost equity returns, both near term and over the long term.

As always, we appreciate your continued support and are working diligently on your behalf.

Sincerely,

Paul C. Hogan

Thomas O. Putnam

Co-Manager

FAM Equity-Income Fund — Portfolio Data

As of June 30, 2011 (Unaudited)

COMPOSITION OF TOTAL INVESTMENTS

Money Market Fund

15.1%

Machinery & Equipment

11.6%

Publishing

9.7%

Retail Stores

7.1%

Commercial Services

5.5%

Life Insurance

5.4%

Semiconductors

5.4%

Diversified Health Care

4.5%

Health Care Distribution

4.4%

Banking

3.9%

Insurance Agency

3.6%

Investment Management

3.6%

Hazardous Waste Disposal

3.6%

Property & Casualty Insurance

3.5%

Oil & Gas Exploration

3.4%

Media

2.5%

Education Services

2.2%

Other

5.0%

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 Form 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 Equity-Income Fund - Expense Data

As of June 30, 2011 (Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption

fees on the Advisor Class Shares; and (2) ongoing costs, including management fees; distribution (and/

or service) (12b-1 fees on the Advisor Class Shares only) fees; and other Fund expenses. This Example

is intended to help you understand your ongoing costs (in dollars) of investing in the Fund 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 (1/1/2011 to 6/30/2011).

Actual Expenses

Lines (A) and (B) of the following table provide information about actual account values and actual

expenses for Investor Class Shares and Advisor Class Shares, respectively. You may use the information

in this line, together with the amount you invested, 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 multiply 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

Lines (C) and (D) of the following table provide information about hypothetical account values and

hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5%

per year before expenses, which is not the Fund’s actual return for the Investor Class Shares and

Advisor Class Shares, respectively. The hypothetical 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% hypothetical 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 and do

not reflect any transactional costs, such as redemptions fees. Therefore, lines (C) and (D) of the table

are useful in comparing ongoing costs only, and will not help you determine the relative costs of own-

ing different funds. In addition, if these transactional costs were included, your costs would have been

higher.

FAM Equity-Income Fund - Expense Data continued

Six Months Ended June 30, 2011 (Unaudited)

S I X M O N T H S E N D E D J U N E 3 0 , 2 0 1 1

Beginning

Ending

Expenses

Account Value

Paid

1/1/2011

6/30/2011

During Period

Ongoing Costs Based on Actual Fund Return

Investor Share Class

$1,000.00

$1,061.90

$7.11*

Advisor Share Class

$1,000.00

$1,057.20

$12.19**

Ongoing Costs Based on Hypothetical

5% Yearly Return

Investor Share Class

$1,000.00

$1,018.11

$6.96*

Advisor Share Class

$1,000.00

$1,013.15

$11.93**

*Expenses are equal to the Fund’s Investor Class Shares annualized expense ratio of (1.39%), multiplied by the average account

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

**Expenses are equal to the Fund’s Advisor Class Shares annualized expense ratio of (2.39%), multiplied by the average account

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

FAM Equity-Income Fund — Statement of Investments

June 30, 2011 (Unaudited)

SHARES

VALUE

COMMON STOCKS (80.7%)

Banking (3.9%)

M&T Bank Corporation

· bank holding company that provides

commercial and retail banking services

to individuals, businesses, corporations

and institutions in the Northeast and Mid-Atlantic

9,000

$ 791,550

NBT Bancorp, Inc.

· provides commercial banking and financial

services to individuals, corporations and

municipalities in New York, Vermont and

Pennsylvania

88,000

1,947,440

Westamerica Bancorporation

· provides banking services to individual

and corporate customers in northern

and central California

17,000

837,250

3,576,240

Commercial Services (5.5%)

McGrath RentCorp

· modular building and electronic test equipment

rentals, subsidiary classroom manufacturing

179,400

5,037,552

Consumer Staples (1.8%)

Flowers Foods, Inc.

· produces and markets bakery products in the

United States

75,000

1,653,000

Diversified Healthcare (4.5%)

Johnson & Johnson

· manufactures and sells various products

in the health care field

62,500

4,157,500

Diversified Manufacturing (1.8%)

General Electric Company

· diversified industrial manufacturer

89,221

1,682,708

See Notes to Financial Statements.

FAM Equity-Income Fund — Statement of Investments continued

June 30, 2011 (Unaudited)

SHARES

VALUE

Education Services (2.2%)

Strayer Education, Inc.

· provides various academic programs through

traditional classrooms and Internet

16,000

$2,022,240

Hazardous Waste Disposal (3.6%)

U.S. Ecology, Inc.

. provides radioactive, pcb, hazardous and

non-hazardous waste services to commercial

and government customers

193,000

3,300,300

Health Care Distribution (4.4%)

Patterson Companies, Inc.

· operates as a distributor serving dental,

companion-pet veterinarian, and rehabilitation

supply markets in the United States and Canada

30,000

986,700

Health Care Equipment/Devices (1.1%)

Stryker Corporation

· operates a medical technology company offering

Orthopedic Implants and MedSurg Equipment

69,000

4,049,610

Insurance Agency (3.6%)

Arthur J. Gallagher & Co.

· provides insurance brokerage and risk manage-

ment services to commerical, industrial,

institutional, and governmental organizations

117,920

3,365,437

Investment Management (3.6%)

Franklin Resources, Inc.

· provides investment management and

fund administration services as well as

retail-banking and consumer lending services

25,500

3,347,895

Life Insurance (2.3%)

Protective Life Corporation

· individual and group life/health insurance and

guaranteed investment contracts

93,219

2,156,155

See Notes to Financial Statements.

FAM Equity-Income Fund — Statement of Investments continued

June 30, 2011 (Unaudited)

SHARES

VALUE

Machinery & Equipment (11.6%)

Donaldson Company, Inc.

· designs, manufactures and sells

filtration systems and replacement parts

88,800

$ 5,388,384

IDEX Corporation

· manufactures proprietary, highly engineered

industrial products and pumps

115,205

5,282,149

10,670,533

Media (2.5%)

Meredith Corporation

· magazine publishing and tv broadcasting

75,373

2,346,361

Oil and Gas Exploration (2.3%)

EOG Resources, Inc.

. engages in the exploration, development,

production and marketing of natural gas

and crude oil

20,000

2,091,000

Property and Casualty Insurance (3.5%)

OneBeacon Insurance Group, Ltd.

. commercial, personal and specialty

insurance products

244,666

3,276,078

Publishing (9.7%)

Courier Corporation

· manufactures and publishes specialty books,

including Dover Publications

289,188

3,195,527

John Wiley & Sons, Inc. - Class A

· publisher of print and electronic products,

specializing in scientific, technical professional

and medical books and journals

111,650

5,806,917

9,002,444

Retail Stores (7.1%)

Ross Stores, Inc.

· chain of off-price retail apparel and

home accessories stores

81,641

6,541,077

See Notes to Financial Statements.

FAM Equity-Income Fund — Statement of Investments continued

June 30, 2011 (Unaudited)

SHARES

VALUE

Semiconductors (5.4%)

Microchip Technology, Inc.

· develops, manufactures and sells semiconductor

products for various embedded control

applications

10,000

$ 379,100

Xilinx, Inc.

· worldwide leader of programmable logic

solutions

126,414

4,610,319

4,989,419

Technology (0.3%)

National Instruments Corporation

· manufactures and supplies measurement and

automation products

10,000

296,900

Total Common Stocks (Cost $52,979,700)

$74,549,149

PREFERRED STOCKS (4.2%)

Banking (0.0%)

M&T Capital Trust - Preferred A

· bank holding company that provides

commercial and retail banking services

to individuals, businesses, corporations

and institutions in the Northeast and Mid-Atlantic

800

20,960

Life Insurance (3.1%)

Protective Life Corporation - Preferred D

· individual and group life/health insurance and

guaranteed investment contracts

116,107

2,896,870

Oil and Gas Exploration (1.1%)

Magnum Hunter Resouces Corporation- Preferred C

. independent oil and gas company that engages

in the acquisition, development and production

of oil and natural gas

30,000

765,000

See Notes to Financial Statements.

FAM Equity-Income Fund — Statement of Investments continued

June 30, 2011 (Unaudited)

SHARES

VALUE

Oil and Gas Exploration (continued)

Magnum Hunter Resouces Corporation- Preferred D

. independent oil and gas company that engages

in the acquisition, development and production

of oil and natural gas

5,000

240,500

1,005,500

Total Preferred Stocks (Cost $3,125,377)

3,923,330

TEMPORARY INVESTMENTS (15.1%)

Money Market Fund (15.1%)

Invesco Short Term Treasury Fund (0.02%)*

13,901,103

Total Temporary Investments (Cost $13,901,103)

$ 13,901,103

Total Investments (Cost $70,006,180) (100%)

$ 92,373,582

*The rate shown represents the effective yield at 6/30/11.

See Notes to Financial Statements.

FAM Equity-Income Fund

June 30, 2011 (Unaudited)

STATEMENT OF ASSETS AND LIABILITIES

Assets

Investments in securities at value (Cost $70,006,180) $92,373,582

Cash

1,504

Dividends and interest receivable

93,612

Total Assets

92,468,698

Liabilities

Accrued investment advisory fee

70,166

Accrued shareholder servicing and administrative fees

10,847

Accrued expenses

44,927

Accrued distribution and service fees

440

Total Liabilities

126,380

Net Assets

Sources of Net Assets:

Net capital paid in on shares of beneficial interest

69,833,713

Undistributed net investment income

42,518

Accumulated net realized gains

98,685

Net unrealized appreciation

22,367,402

Net Assets

92,342,318

Net Asset Value, Offering and Redemption Price

per share (unlimited shares of beneficial interest

authorized at $.001 par value)

Investor Class Shares — based on net assets of

$90,714,137 and 4,671,003 shares outstanding

$19.42

Advisor Class Shares — based on net assets of

$1,628,181 and 84,518 shares outstanding^(a)

$19.26

^(a)A 1% redemption fee is imposed upon Advisor shares redeemed within the first

18 months of purchase. See Note 3 in the Notes to the Financial Statements.

See Notes to Financial Statements.

FAM Equity-Income Fund

Six Months Ended June 30, 2011 (Unaudited)

STATEMENT OF OPERATIONS

INVESTMENT INCOME

Income

Dividends

$1,363,004

Interest

1,159

Total Investment Income

1,364,163

Expenses

Investment advisory fee (Note 2)

447,067

Administrative fee (Note 2)

38,001

Shareholder servicing and related expenses (Note 2)

27,366

Printing and mailing

13,054

Professional fees

2,797

Registration fees

29,866

Custodial fees

6,925

Trustees fees

24,694

Officers fees (Note 2)

23,130

Distribution and Service Fees — Advisor Class Shares (Note 2)

8,136

Other

13,203

Total Expenses

634,239

Net Investment Income

$ 729,924

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

Net realized gain on investments

997,438

Net change in unrealized appreciation of investments

3,673,849

Net Realized and Unrealized Gain on Investments

4,671,287

NET INCREASE IN NET ASSETS FROM OPERATIONS

$5,401,211

See Notes to Financial Statements.

FAM Equity-Income Fund

Six Months Ended June 30, 2011 (Unaudited) and Year Ended December 31, 2010

STATEMENTS OF CHANGES IN NET ASSETS

Six Months

Year Ended

Ended June 30,

December 31,

2011

2010

CHANGE IN NET ASSETS

FROM OPERATIONS:

Net investment income

$ 729,924

$ 1,702,397

Net realized gain on investments

997,438

1,086,508

Unrealized appreciation of investments

3,673,849

10,400,862

Net Increase in Net Assets From Operations

5,401,211

13,189,767

DISTRIBUTIONS TO SHAREHOLDERS FROM:

Net investment income

Investor Class

(692,017)

(1,684,387)

Advisor Class

(4,637)

(17,762)

TRANSACTIONS IN SHARES OF

BENEFICIAL INTEREST (NOTE 3)

188,449

(1,779,673)

Total Increase in Net Assets

4,893,006

9,707,945

NET ASSETS:

Beginning of Period

87,449,312

77,741,367

End of Period

$92,342,318

$87,449,312

Undistributed net investment income

42,518

9,248

See Notes to Financial Statements.

FAM Equity-Income Fund — Notes to Financial Statements (Unaudited)

Note 1. Nature of Business and Summary of Significant Accounting Policies

FAM Equity-Income Fund (the “Fund”) is a series of Fenimore Asset Management Trust, a diversi-

fied, open-end management investment company registered under the Investment Company Act of

1940. The Fund offers two classes of shares (Investor Class and Advisor Class since April 1, 1996

and July 1, 2003, respectively). Each class of shares has equal rights as to earnings and assets except

the Advisor Class bears its own distribution and service fee expenses. Each class of shares has exclu-

sive voting rights with respect to matters that affect just that class. Income, expenses (other than

expenses attributable to a specific class), and realized and unrealized gains or losses on investments

are allocated to each class of shares based on its relative net assets. The investment objective of the

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

income-producing equity securities. The following is a summary of significant accounting policies,

which are in accordance with accounting principles generally accepted in the United States of America

("GAAP"), followed by the Fund in the preparation of its 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 hierarchy of inputs. The

hierarchy distinguishes between market data obtained from independent sources (observable inputs)

and the Fund's own market assumptions (unobservable inputs). These inputs are used in determining

the value of the Fund's investments. These inputs are summarized in the three broad levels listed below:

Level 1 – quoted prices in active markets for identical securities

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

inactive markets and quoted prices for similar securities)

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining

the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the

risk associated with investing in those securities.

FAM Equity-Income Fund — Notes to Financial Statements (Unaudited)

The following is a summary of the inputs used to value the Fund’s net assets as of June 30, 2011:

Valuation Inputs

Investments in Securities

Level 1 Quoted prices

Common Stocks

$74,549,149

Preferred Stocks

$ 3,923,330

Temporary Investments

$13,901,103

Level 2 Other significant observable inputs

—

Level 3 Significant unobservable inputs

—

Total

$92,373,582