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, 2007 --------------------- 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 VALUE FUND [LOGO] EQUITY-INCOME FUND Investor Share Class and Advisor Share Class SEMI-ANNUAL REPORT June 30, 2007 Table of Contents Chairman's Commentary 1 FAM Value Fund 3 Letter to Shareholders 3 Portfolio Data 7 Expense Data 8 Statement of Investments 10 Statement of Assets and Liabilities 15 Statement of Operations 16 Statement of Changes in Net Assets 17 Notes to Financial Statements 18 FAM Equity-Income Fund 24 Letter to Shareholders 24 Performance Summary 27 Portfolio Data 28 Expense Data 29 Statement of Investments 31 Statement of Assets and Liabilities 35 Statement of Operations 36 Statement of Changes in Net Assets 37 Notes to Financial Statements 38 Supplemental Information 44 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, upon request by calling FAM Funds at (800) 932-3271. Chairman's Commentary [LOGO] July 2007 Dear Shareholder: The first six months of 2007 have turned out to be much more positive than expected. And while we would like to predict results for the next six months, we would only be guessing at best. In the short term, markets can be perplexing. Reading The Wall Street Journal headlines gives us an indication of what is currently troublesome. Homebuilders, mortgage lenders and borrowers have all felt the effects of the subprime loan and housing downfall. Interest rates have risen, energy prices remain high, and the record level of leveraged financing and buyouts coupled with the hedge fund meltdown at Bear Stearns give us pause as to what the future holds. Each is a warning sign that markets can be risky. Known factors cited are useful in telling us about our current environment; however, they in no way predict the future. Charlie Munger stated at Berkshire Hathaway's Annual Meeting that investing is about seeing into the future. With that in mind you might ask what gives us comfort that we are confident about the future of your investments? I would suggest that there are two subjective attributes and one investment characteristic that give me comfort for the likelihood of our success. The two attributes are experience and discipline, and the overriding investment characteristic is management. Much of investing is an art and not a science. Therefore, successful investing is difficult to teach, but it can be learned. Experience is important. Whether you invest your personal money or have the responsibility for other people's money, experiencing the results of actual decisions enhances your ability. Over time, real decisions teach you your circle of competency and what to avoid as well as which choices will give you a high probability of success. At Fenimore Asset Management, as advisor to the FAM Funds, our research team has a combined 93 years of hard-earned experience through many different economic and stock market cycles. Secondly, discipline is a good predictor of future success. Those investors who have discipline are more likely not to be swayed into foolish decisions when markets get over exuberant, as they did in the 1998-2000 tech bubble period. Conversely, they are likely to act swiftly on your behalf when the environment for individual stocks or the market as a whole seems to favor success. At Fenimore, our discipline has not changed since the day we started in 1974. We still look for companies that are understandable with a strong financial foundation (we have a penchant for free cash flow and strong balance sheets) that can be purchased at a discount to the underlying economic worth of the company -- our margin of safety. Management is the one investment characteristic that we believe stands above all the rest as a predictor of future results. Business is competitive by its very nature. However, it is uncanny that businesses -- even in commodity-like industries i.e., insurance, banking, distribution, etc. -- with strong management teams succeed as far superior investments to their counterparts. But the analysis of management is not easy. Although history can be useful, it often does not give a clear picture. Our investment research team spends many hours traveling and 1 Chairman's Commentary [LOGO] talking to management teams of the companies we own and those we may wish to own. We look for some simple things -- people who are intelligent, honest and have a passion for their business. We want them to tell us the bad things almost before the good things they will inevitably talk about. We also want to make sure they understand the difference between wise capital allocation and capital allocation simply for the sake of growth. In the last six months our research team has traveled to Chicago, San Francisco, New York, and to lesser-known locations like Richmond, VA, Carlisle, PA, Austin, TX, San Mateo, CA, Mount Gilead, NC and Omaha, NE. Identifying good businesses with exceptional management teams takes experience, discipline and patience. I believe our research analysts are well qualified and suited to this task. The quality of the businesses you own is very good, most are reasonably valued and a few represent bargains. We believe that over time the quality of what you own will support favorable future returns. What we do not know is when. We appreciate your confidence and support. If you have any questions, please do not hesitate to contact us. Sincerely, /s/ Thomas O. Putnam Thomas O. Putnam Chairman Fenimore Asset Management, Inc. P.S. -- Please plan on attending the 21st Annual FAM Funds Shareholder Informational Meeting. This year we are pleased to offer two options for the same great meeting. You may choose to attend Tuesday, October 9 at the Cobleskill-Richmondville High School, or Wednesday, October 10 at The Marriott Hotel in Albany, NY. For more details, please look for your invitation in the mail this September. You may also visit www.famfunds.com for additional information. 2 FAM Value Fund [LOGO] Dear Fellow Value Fund Shareholder: On June 30, 2007 the net asset value of the Investor Class of the FAM Value Fund was $53.34. This is an increase of $3.69, or +7.43%, from the beginning of the year. By comparison, the S&P 500 Index increased 6.96% and the Russell 2000 Index was up 6.45%. First Half of 2007 in Review The American economy slowed in the early part of 2007 posting growth of less than 1% in the first quarter. The housing industry continues to weaken with declines in both the number of homes sold and prices. In addition, energy prices remain at elevated levels. Oil sells for $70 a barrel, over double the price from four years ago. Despite these headwinds it has been a good year to date for equity investors. All of the major stock indexes are up for the year. One of the trends helping stock prices is mergers and acquisitions. Mergers help increase stock prices because when a company buys another company it must pay a premium over the current stock price. This premium is usually 20%-50% above the market price. As a result, a large number of mergers will be good for stock prices. Portfolio Activity We have experienced some merger activity in the Fund with three companies leaving the Value Fund portfolio as the result of acquisitions. We sold our entire positions in Florida Rock, Kronos, and OSI Restaurants as they were taken over by other companies. In non-merger activity, we also sold our entire positions in CSS Industries and Ethan Allen. We have made relatively few purchases, but did add a new stock to the Fund in March, American Express. We originally purchased American Express in 1994 and sold our position at a significant gain in 2000. In March of this year we repurchased the stock as it was declining due to fears about the subprime mortgage market. Performance Detail Given the increase in the stock market, most of our stocks performed well with 75% of our holdings up for the first six months of this year. Best Performers Once again our construction materials stocks led the pack. Our best performer was Martin Marietta Materials (57%) and our third best performer was Vulcan Materials (29%). During the first six months of this year, these two stocks accounted for combined gains of over $21 million. A third company in this industry, Florida Rock (57%), generated an additional $4.3 million prior to the Value Fund selling this security. This brings the total gain from construction materials to over $25 million. A continued scarcity of materials and high transportation costs has created excellent pricing power for these companies. The ability to increase prices for their products has led to strong earnings growth for Martin and Vulcan. 3 FAM Value Fund [LOGO} As noted, Vulcan Materials has reached an agreement to purchase Florida Rock. This will give Vulcan access to valuable mineral reserves in the fast-growing state of Florida. While sales in Florida are very weak today, we believe that this will be a good acquisition over the long-term. Our second best performer was Kaydon Corporation (32%) with a $9.1 million gain. The company recently announced the election of a new CEO -- James O'Leary. Jim has a successful background in manufacturing and we are anxious to see him applying his skill at Kaydon. In addition, the company is a supplier to the wind power industry. As our country searches for an alternative to oil, the wind turbine business should continue to grow nicely. A final category of strong performers was technology stocks. We had a total of $12 million in gains from two technology companies that were purchased by private equity groups. The first company is Kronos (50%) which makes software to track employee time and attendance for businesses. Kronos was purchased for $55 a share by Hellman & Friedman Capital Partners VI LP, less than one year after we were buying the stock at around $30. The second company is CDW Corporation (21%) which is being purchased by the private equity firm Madison Dearborn for $87.75 a share. We expect this deal to close by year-end. Worst Performers Our worst performer was our second largest holding, Brown & Brown (-10%), which generated a loss of $5.7 million. Brown & Brown is an insurance broker with headquarters in Daytona Beach, Florida. It is an extremely well-managed company that has grown its earnings per share at a double digit rate for 14 consecutive years. That streak may end in 2007 as the company is experiencing a very difficult environment in its home state. The new governor of Florida has made significant changes to the state's insurance laws. Management at Brown & Brown needs some time to digest these changes and develop a strategy to deal with them. We are confident that once they do this the company will be back on a growth track. The second worst performer was Liz Claiborne (-14%) with a loss of $4 million. The company has a new CEO and is going through a major restructuring of its business. Historically, Liz Claiborne has sold its clothing through the major department stores. This has been a successful strategy; however, as department stores have consolidated, this approach has been less profitable. The company is trying to make the transition to a direct retailer. We are not sure about the future success of this strategy and have reduced our position in this stock. As a group, our bank holdings generated a loss of $4.7 million. Two of our three bank stocks are down year-to-date. Banking continues to be a very difficult business given the interest rate environment. We still believe that we own high quality banks that have excellent management and low exposure to the credit problems of subprime mortgages. When the interest rate outlook improves we expect these banks to resume their earnings growth. 4 FAM Value Fund [LOGO] Our Investment Philosophy We try to avoid making predictions about the economy or the stock market. The experience of the last 12 months is a good lesson on how difficult it is to make forecasts. Last summer the market, and your Fund, experienced a temporary decline in price. The reason for this decline was fear about a recession in the United States. In fact, there has been quite a bit of bad news since last summer. The housing market has continued to worsen - -- home sales, home prices, and new construction are all declining and a number of mortgage lenders have gone bankrupt. In addition, energy costs remain high with gas selling for well over $3.00 a gallon in our home state of New York. There have been many pressures on the economy and consumer spending, so the logical conclusion would be that the stock market has performed poorly. Well, the opposite is true as the stock market has reached new highs. The point is this -- if you had predicted these negative events correctly and stayed out of the stock market, you would have missed a very good twelve-month return! Instead of declining, the stock market ran to new record levels. This period of time shows the difficulty of predicting the market. This is why we continue to focus on individual businesses and not the market. We believe that a stock certificate is not just a piece of paper. A stock certificate gives you ownership in a business. Therefore, the most important part of investing is understanding the business that you own. We look for four key characteristics in every investment that we make on your behalf.The four items are: 1) An understandable business with a strong competitive position. 2) Financial strength exhibited by cash flow, low debt, and high return on capital. 3) Honest and capable management. 4) A low price relative to the company's value, a margin of safety. Our strategy is to hold a relatively small number (less than 50) of superior businesses that we have been able to purchase at attractive prices. Our desire is to hold these investments for at least five years. During this time the value of the company grows and that value is normally reflected in an increased stock price. Capital Gains As of June 30, 2007 the Fund has a net realized capital gain of approximately $2.00 per share. Of this amount, 44 cents will be a short-term gain resulting from the sale of Kronos. We began purchasing Kronos last summer during the stock market decline. We were surprised that just six months after we purchased the stock a private equity company was willing to buy it at a substantial premium. The Fund's actual capital gain distribution will be determined and paid in December. 5 FAM Value Fund [LOGO] Long-Term Returns Below is a comparison of the FAM Value Fund's returns to two market indexes over various time periods. Average Annual Total Returns as of June 30, 2007 1-Year 3-Year 5-Year 10-Year Life of Fund* FAM Value Fund (Investor Shares) 16.73% 10.55% 10.94% 11.22% 12.42% (Advisor Shares) 15.95% 9.67% N/A N/A 12.15% S&P 500 Index 20.59% 11.69% 10.70% 7.13% 11.85% Russell 2000 Index 16.43% 13.45% 13.88% 9.06% 9.28% *FAM Value Fund Investor Shares were launched on January 2, 1987. FAM Value Fund Advisor Shares were launched on July 1, 2003. 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 your trust and confidence in us. Sincerely, /s/ John D. Fox /s/ Thomas O. Putnam John D. Fox, CFA Thomas O. Putnam Co-Manager Co-Manager 6 FAM Value Fund -- Portfolio Data (Unaudited) [LOGO] As of June 30, 2007 COMPOSITION OF TOTAL INVESTMENTS Property & Casualty Insurance 13.3% Machinery & Equipment 8.3% Temporary Investments 8.0% Banking 6.0% Retail Stores 5.6% Construction Materials 5.0% Healthcare Services 4.8% Insurance Agency 4.5% Wholesale Distribution 4.3% Investment Management 3.9% Transportation 3.5% Publishing 3.1% Diversified Manufacturing 2.8% Media 2.6% Restaurants 2.6% Recreation & Entertainment 2.6% Electronic Equipment 2.5% Home Furnishings 2.4% Real Estate Development 2.4% Registered Investment Company 2.2% Life Insurance 2.2% Other 7.4% 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 that 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. 7 FAM Value Fund -- Expense Data (Unaudited) [LOGO] 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 invested at the beginning of the period and held for the entire period (12/31/2006 to 6/30/2007). Actual Expenses Lines (A) and (B) of the following table provides 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 provides 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 report 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. 8 FAM Value Fund -- Expense Data (Unaudited) [LOGO] SIX MONTHS ENDED JUNE 30, 2007 Beginning Ending Expenses Account Value Account Value Paid 12/31/2006 6/30/2007 During Period Ongoing Costs Based on Actual Fund Return A. Investor Share Class $1,000.00 $1,074.30 $ 6.07* B. Advisor Share Class $1,000.00 $1,069.50 $11.19** Ongoing Costs Based on Hypothetical 5% Yearly Return C. Investor Share Class $1,000.00 $1,019.15 $ 5.91* D. Advisor Share Class $1,000.00 $1,014.19 $10.89** *Expenses are equal to the Fund's Investor Class Shares annualized expense ratio of (1.18%), 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 (2.18%), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half-year period). 9 FAM Value Fund -- Statement of Investments [LOGO] June 30, 2007 (Unaudited) SHARES VALUE COMMON STOCKS (92.0%) Automotive (1.5%) CarMax, Inc.* o specialty retailer of used cars and light-trucks in the United States 600,000 $ 15,300,000 Banking (6.0%) M&T Bank Corporation o bank holding company that provides commercial and retail banking services to individuals, businesses, corporations and institutions in the Northeast 193,000 20,631,700 TCF Financial Corp. o holding company that offers various banking services throughout the United States 796,000 22,128,800 Westamerica Bancorp o provides banking services to individual and corporate customers in northern and central California 436,100 19,293,064 62,053,564 Construction Materials (5.0%) Martin Marietta Materials o produces aggregates for the construction industry 163,443 26,481,035 Vulcan Materials Company o produces, distributes and sells construction aggregates and industrial and specialty chemicals 227,065 26,008,025 52,489,060 Diversified Manufacturing (2.8%) General Electric Company o diversified industrial manufacturer 763,875 29,241,135 Electronic Equipment (2.5%) Cognex Corp. o develops, manufactures and markets machine vision systems used to automate manufacturing processes 39,200 882,392 Zebra Technologies Corp.* o designs, manufactures and supports bar code label printers 638,502 24,735,567 25,617,959 See Notes to Financial Statements. 10 FAM Value Fund -- Statement of Investments continued [LOGO] June 30, 2007 (Unaudited) SHARES VALUE Financial Services (1.0%) American Express o operates as a payments, network, and travel company worldwide as well as offers individual consumer credit cards 177,000 $ 10,828,860 Health Care Services (4.8%) Amsurg Corp.* o develops, acquires and operates practice-based ambulatory surgery centers in partnership with physician practice groups in the U.S. 696,150 16,805,061 Lincare Holdings* o provides respiratory therapy services to patients in the home 565,000 22,515,250 Pediatrix Medical Group, Inc.* o healthcare services company focused on physician services for newborn, maternal-fetal and other pediatric subspecialty care 200,000 11,030,000 50,350,311 Home Furnishings (2.4%) Mohawk Industries, Inc.* o produces floor covering products for residential and commercial applications 248,100 25,005,999 Insurance Agency (4.5%) Brown & Brown, Inc. o one of the largest independent general insurance agencies in the U.S. 1,879,696 47,255,557 Investment Management (3.9%) Federated Investors, Inc. o provides investment management products and services primarily to mutual funds 1,050,000 40,246,500 Life Insurance (2.2%) Protective Life Corporation o individual and group life/health insurance and guaranteed investment contracts 471,400 22,537,634 See Notes to Financial Statements. 11 FAM Value Fund -- Statement of Investments continued [LOGO] June 30, 2007 (Unaudited) SHARES VALUE Machinery & Equipment (8.3%) Donaldson Company, Inc. o designs, manufactures and sells filtration systems and replacement parts 311,200 $ 11,063,160 Graco Inc. o supplies systems and equipment for the management of fluids in industrial,commercial and vehicle lubrication applications 261,550 10,535,234 IDEX Corporation o manufactures proprietary, highly engineered industrial products and pumps 771,750 29,743,245 Kaydon Corporation o custom-engineers products including bearings, filters, and piston rings 680,750 35,480,690 86,822,329 Media (2.6%) Meredith Corporation o magazine publishing and tv broadcasting 447,450 27,562,920 Pharmaceuticals (1.2%) Barr Pharmaceuticals* o specialty pharmaceutical company that develops, manufactures and markets both generic and pharmaceutical products 250,000 12,557,500 Property and Casualty Insurance (13.3%) Berkshire Hathaway Inc.* o holding company for various insurance and industrial companies 395 43,242,625 Markel Corporation* o sells specialty insurance products 61,850 29,970,036 White Mountains Ins. Grp., Ltd. o personal property and casualty, and reinsurance 108,275 65,616,816 138,829,477 Publishing (3.1%) John Wiley & Sons, Inc. o publisher of print and electronic products, specializing in scientific, technical professional and medical books and journals 661,700 31,953,493 Real Estate Development (2.4%) Forest City Enterprises o ownership, development, management and acquisition of commercial and residential real estate properties 400,000 24,592,000 See Notes to Financial Statements. 12 FAM Value Fund -- Statement of Investments continued [LOGO] June 30, 2007 (Unaudited) SHARES VALUE Real Estate Investment Trust (1.2%) Plum Creek Timber Co. Inc. o operates as a real estate investment trust (REIT) that owns and manages timber lands in the United States 300,000 $ 12,498,000 Recreation and Entertainment (2.6%) International Speedway Corporation o owns and operates auto racing tracks including Daytona 515,688 27,181,914 Recreation Vehicles (1.6%) Winnebago Industries o manufacturer of self-contained recreational vehicles used primarily in leisure travel 559,000 16,501,680 Registered Investment Company (2.2%) Allied Capital Corp o venture capital corporation for entrepreneurs and management 736,391 22,798,665 Restaurants (2.6%) YUM! Brands, Inc. o quick service restaurants including KFC, Pizza Hut and Taco Bell 833,600 27,275,392 Retail Apparel (0.9%) Liz Claiborne, Inc. o designs and markets an extensive range of branded men's and women's apparel, accessories and fragrance 254,250 9,483,525 Retail Stores (5.6%) Bed Bath & Beyond, Inc.* o national chain of retail stores selling domestic merchandise such as bed linens, bath items, kitchen textiles and home furnishings 613,000 22,061,870 Ross Stores, Inc. o chain of off-price retail apparel and home accessories stores 921,422 28,379,798 Whole Foods Market, Inc. o national grocery store selling organic and natural products 200,000 7,660,000 58,101,668 See Notes to Financial Statements. 13 FAM Value Fund -- Statement of Investments continued [LOGO] June 30, 2007 (Unaudited) SHARES VALUE Transportation (3.5%) Forward Air Corporation o provides surface transportation and related logistics services to the deferred air freight market in North America 439,233 $ 14,973,453 Heartland Express, Inc. o short-to-medium-haul truckload carrier of general commodities 1,333,333 21,733,328 36,706,781 Wholesale Distribution (4.3%) CDW Corp. o direct marketing of multibrand computers and related technology products and services 402,900 34,234,413 SCP Pool Corp. o wholesale distributor of swimming pool supplies 275,950 10,770,329 45,004,742 Total Common Stocks (Cost $553,761,256) $ 958,796,665 TEMPORARY INVESTMENTS (8.0%) Money Market Fund (2.3%) First American Treasury Fund 23,927,317 23,927,317 U.S. Government Obligations (5.7%) PRINCIPAL U.S. Treasury Bill, 4.5%, with maturity to 8/16/07 $60,000,000 59,659,600 Total Temporary Investments (Cost $83,586,917) $ 83,586,917 Total Investments (Cost $637,348,173) (100%) $1,042,383,582 *Non-income producing securities. See Notes to Financial Statements. 14 FAM Value Fund [LOGO] June 30, 2007 (Unaudited) STATEMENT OF ASSETS AND LIABILITIES Assets Investment in securities at value (Cost $637,348,173) $1,042,383,582 Cash 242,614 Dividends and interest receivable 551,988 Receivable for investment securities sold 10,053,446 Total Assets 1,053,231,630 Liabilities Accrued investment advisory fees 873,812 Accrued shareholder servicing and administrative fee 101,159 Accrued expenses 164,687 Total Liabilities 1,139,658 Net Assets Source of Net Assets: Net capital paid in on shares of beneficial interest $ 603,553,443 Undistributed net investment income 4,163,904 Accumulated net realized gain 39,339,216 Net unrealized appreciation 405,035,409 Net Assets $1,052,091,972 Net Asset Value Per Share Investor Class Shares -- based on net assets of $1,042,962,636 and 19,551,953 shares outstanding $53.34 Advisor Class Shares -- based on net assets of $9,129,336 and 174,513 shares outstanding $52.31 See Notes to Financial Statements. 15 FAM Value Fund [LOGO] Six Months Ended June 30, 2007 (Unaudited) STATEMENT OF OPERATIONS INVESTMENT INCOME Income Dividends $ 8,013,705 Interest 1,949,147 Total Investment Income 9,962,852 Expenses Investment advisory fee (Note 2) 5,246,418 Administrative fee (Note 2) 378,205 Shareholder servicing and related expenses (Note 2) 231,416 Printing and mailing 118,400 Professional fees 59,960 Registration fees 26,159 Custodial fees 57,587 Trustees and Officers 44,880 Distribution and service fees -- Advisor Class Shares (Note 2) 44,441 Other 73,517 Total Expenses 6,280,983 Less: Investment advisory fee waived (Note 2) (14,427) Net Expenses 6,266,556 Net Investment Income 3,696,296 REALIZED AND UNREALIZED GAIN ON INVESTMENTS Net realized gain on investments 39,791,958 Unrealized appreciation of investments 32,373,304 Net Gain on Investments 72,165,262 NET INCREASE IN NET ASSETS FROM OPERATIONS $75,861,558 See Notes to Financial Statements. 16 FAM Value Fund [LOGO] Six Months Ended June 30, 2007 (Unaudited) and Year Ended December 31, 2006 STATEMENT OF CHANGES IN NET ASSETS Six Months Year Ended Ended June 30, December 31, 2007 2006 CHANGE IN NET ASSETS FROM OPERATIONS: Net investment income $ 3,696,296 $ 5,127,249 Net realized gain on investments 39,791,958 45,384,718 Realized gain distributions -- 909,443 Unrealized appreciation of investments 32,373,304 35,687,415 Net Increase in Net Assets From Operations 75,861,558 87,108,825 DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income Investor Class -- (6,249,474) Advisor Class -- -- Net realized gain on investments Investor Class -- (44,788,894) Advisor Class -- (373,060) TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST (NOTE 3): (74,436,333) (82,391,608) Total Increase (Decrease) in Net Assets 1,425,225 (46,694,211) NET ASSETS: Beginning of period 1,050,666,747 1,097,360,958 End of period $1,052,091,972 $1,050,666,747 See Notes to Financial Statements. 17 FAM Value Fund -- Notes to Financial Statements (Unaudited) [LOGO] 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 expenses. Each class of shares has exclusive 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 maximize long-term total return on capital. The following is a summary of significant accounting policies followed 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 First American Treasury Fund are valued at that fund's net asset value. 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 tax is required. c) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liablities 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 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 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 18 FAM Value Fund -- Notes to Financial Statements (Unaudited) [LOGO] 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. e) New Accounting Pronouncements In July 2006, the Financial Accounting Standards Board issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -an Interpretation of FASB Statement No. 109" (the "Interpretation"). The Interpretation establishes for all entities, including pass-through entities such as the Fund, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. The Interpretation is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. Management continues to evaluate the application of the Interpretation to the Fund, and is not in a position at this time to estimate the significance of its impact, if any, on the Fund's financial statements. In addition, in September 2006, Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures. 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, 2007 to 0.95% of the Fund's average daily net assets in excess of $1 billion. For the period ended June 30, 2007, the Advisor waived $14,427 as a result of this investment advisory fee limitation agreement. Thomas Putnam is an officer and trustee of the Fund and also an officer and director of 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, 2007 the Advisor contractually agreed to reimburse 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, 2007. 19 FAM Value Fund -- Notes to Financial Statements (Unaudited) [LOGO] FAM Shareholder Services, Inc. (FSS), a company under common control with the Advisor, serves as shareholder servicing agent and receives a monthly fee of $2.00 per shareholder account. For the period ended June 30, 2007, shareholder servicing agent fees paid to FSS amounted to $231,416. Additionally, FSS serves as the Fund administrative agent and receives an annual fee of 0.075% on the first $750,000,000 of the Fund's average daily net assets, 0.065% thereafter. For the period ended June 30, 2007, Fund administrative fees amounted to $378,205. 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. Note 3.Shares of Beneficial Interest At June 30, 2007 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, 2007, redemption fees amounted to $300 and were credited to paid in capital. Transactions were as follows: SIX MONTHS ENDED 6/30/07 YEAR ENDED 12/31/06 Shares Amount Shares Amount Shares sold Investor Class 755,544 $ 38,974,936 2,279,435 $ 112,324,360 Advisor Class 9,756 487,826 26,575 1,290,049 Shares issued on reinvestment of dividends Investor Class -- -- 983,049 49,044,308 Advisor Class -- -- 6,976 350,132 Shares redeemed Investor Class (2,194,303) (113,440,981) (4,969,229) (244,031,112) Advisor Class (8,885) (458,114) (28,628) (1,369,345) Net Increase (Decrease) from Investor Class Share Transactions (1,438,759) $ (74,466,045) (1,706,745) $ (82,662,444) Net Increase from Advisor Class Share 871 $ 29,712 4,923 $ 270,836 Transactions 20 FAM Value Fund -- Notes to Financial Statements (Unaudited) [LOGO] Note 4. Investment Transactions During the period ended June 30, 2007, purchases and sales of investment securities, other than short-term obligations were $36,056,798 and $108,383,230. The cost of securities for federal income tax purposes is substantially the same as shown in the investment portfolio. Realized gains and losses are reported on an identified cost basis. The aggregate gross unrealized appreciation and depreciation of portfolio securities, based on cost for federal income tax purposes, was as follows: Unrealized appreciation $410,016,744 Unrealized depreciation (4,981,335) Net unrealized appreciation $405,035,409 Note 5. Line of Credit FAM Value Fund has a line of credit up to 33 1/3% of total net assets or a maximum of $200,000,000. 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, 2007 when any advances are to be repaid. During the period ended June 30, 2007 no amounts were drawn from the available line. Note 6. 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. 21 FAM Value Fund -- Notes to Financial Statements [LOGO] Note 7. Financial Highlights FAM VALUE FUND -- INVESTOR CLASS SHARES Six Months Ended June 30, (Unaudited) Years Ended December 31, Per share information (For a share outstanding throughout the period) 2007 2006 2005 2004 2003 2002 Net asset value, beginning of period $ 49.65 $ 48.00 $ 46.65 $ 41.15 $ 33.69 $ 36.17 Income from investment operations: Net investment income+ 0.18 0.24 0.39 0.09 0.10 0.11 Net realized and unrealized gain (loss) on investments 3.51 3.96 2.20 6.84 8.32 (2.04) Total from investment operations 3.69 4.20 2.59 6.93 8.42 (1.93) Less distributions: Dividends from net investment income -- (0.31) (0.37) (0.07) (0.09) (0.11) Distributions from net realized gains -- (2.24) (0.87) (1.36) (0.87) (0.44) Total distributions -- (2.55) (1.24) (1.43) (0.96) (0.55) Change in net asset value for the period 3.69 1.65 1.35 5.50 7.46 (2.48) Net asset value, end of period $ 53.34 $ 49.65 $ 48.00 $ 46.65 $ 41.15 $ 33.69 Total Return 7.43%* 8.73% 5.56% 16.86% 24.98% (5.33)% Ratios/supplemental data Net assets, end of period (000) $1,042,963 $1,042,174 $1,089,369 $915,742 $578,579 $469,277 Ratios to average net assets of: Expenses 1.18%** 1.18% 1.18% 1.20% 1.24% 1.21% Net investment income 0.71%** 0.49% 0.82% 0.20% 0.26% 0.30% Portfolio turnover rate 3.71% 17.53% 14.25% 10.29% 9.43% 17.51% +Based on average shares outstanding. *Not Annualized **Annualized 22 FAM Value Fund -- Notes to Financial Statements [LOGO] Note 7. Financial Highlights (continued) FAM VALUE FUND -- ADVISOR CLASS SHARES Six Months Ended June 30, Period Ended (Unaudited) Years Ended December 31, December 31, Per share information (For a share outstanding throughout the period) 2007 2006 2005 2004 2003+ Net asset value, beginning of period $48.91 $47.37 $46.11 $40.96 $37.10 Income from investment operations: Net investment income (loss)++ (0.07) (0.25) (0.09) (0.35) 0.00 Net realized and unrealized gain on investments 3.47 4.03 2.22 6.86 4.82 Total from investment operations 3.40 3.78 2.13 6.51 4.82 Less distributions: Dividends from net investment income -- -- -- -- (0.09) Distributions from net realized gains -- (2.24) (0.87) (1.36) (0.87) Total distributions -- (2.24) (0.87) (1.36) (0.96) Change in net asset value for the period 3.40 1.54 1.26 5.15 3.86 Net asset value, end of period $52.31 $48.91 $47.37 $46.11 $40.96 Total Return 6.95%* 7.96% 4.62% 15.91% 12.99%* Ratios/supplemental data Net assets, end of period (000) $9,129 $8,494 $7,992 $5,479 $1,562 Ratios to average net assets of: Expenses 2.18%** 2.18% 2.18% 2.20% 2.25%** Net investment income (loss) (0.29)%** (0.51)% (0.19)% (0.80)% (0.02)%** Portfolio turnover rate 3.71% 17.53% 14.25% 10.29% 9.43% +Beginning of period reflects Advisor Class Shares inception date of 7/1/03. ++Based on average shares outstanding. *Not Annualized. **Annualized. 23 FAM Equity-Income Fund [LOGO] Dear Fellow Equity-Income Fund Shareholder: One year ago we reported that we were disappointed with the initial six months of 2006. Today, we are happy to report that the Fund was off to a great start for the first half of 2007 and the past 12 months have been very pleasing. The Investor Class Shares of the Fund are up 10.10% since January 1, which compares favorably to the S&P 500 Index which increased 6.96%, and the Russell 2000 Index up 6.45%. We believe we are in a favorable environment for many of our investments. The global economy continues to grow; the U.S. consumer is still spending money despite higher gas prices, and interest rates remain near historically low levels. We also see a rising standard of living around the world which increases the demand for goods and services. All of these factors are bullish for stocks. Not to paint too rosy a picture, there are always things to be concerned about such as the liquidity bubble, subprime mortgages, the trade deficit, and how the Federal Reserve will fight inflation. We won't go into detail on these concerns since newspapers do a fine job of keeping these issues at the forefront. We do believe, however, that the economy is more resilient to these issues than many people give it credit. As the saying goes on Wall Street, "A bull market climbs a wall of worry." This saying has never been truer than it is today. Portfolio Actions The Fund has benefited in the short-term from some of our companies being acquired by other entities. Florida Rock is being acquired by Vulcan Materials, which is also a current holding in the Fund. Additionally, CDW Corp. is being acquired by the private equity shop of Madison Dearborn Partners. We view the CDW deal as bittersweet. It is nice to get the short-term pop in the stock price; however in the case of CDW, we are losing a company that we believe could have compounded at greater than 10% per year for the next several years. When one of our great companies is acquired we must find a suitable replacement, which is always easier said than done. Dividends and Stock Buyback Programs One distinguishing characteristic of the FAM Equity-Income Fund over many other equity income funds is that every company pays a dividend. Furthermore, out of the 29 companies in the Fund, 21 have raised their dividend over the last 12 months. We like companies that generate larger amounts of cash each year and in turn increase the amount they pay shareholders. The only thing better than a growing dividend is a special dividend, which is a one-time dividend paid to shareholders over and above the regular quarterly dividend. These special dividends tend to be much larger than ordinary dividends. This year Heartland Express paid a special dividend of $2.00 per share, in addition to their regular quarterly dividend of $0.20 per share. We give the management of Heartland high marks for their capital allocation. It is unusual to find a management team that will return cash to shareholders rather than spending it foolishly. 24 FAM Equity-Income Fund [LOGO] Another way companies increase the value of their shares is through stock buyback programs. Companies with excess cash will buy shares in the open market and retire them. Over time, the outstanding share count decreases, which boosts the earnings growth of the company. Over the past 12 months, 21 of the 29 companies in the Fund have bought back shares and reduced their shares outstanding. You may be thinking, "How many companies both increased their dividend and bought back enough stock to reduce the shares outstanding?" The answer is 14 of 29, or roughly 50% of the companies in the Fund both increased their dividend and bought back stock. As you may have guessed, this group of companies performed better than the overall average for the last six months. Best and Worst Performers Martin Marietta Materials (+55.9%) added $2.5 million to the portfolio during the first half of the year and grew it's earnings by 14% within the 1st quarter. What was even more significant was that crushed rock volume was down in the quarter, but pricing increased to more than offset the decline in volume. The company also provided bullish guidance for the remainder of the year and the stock has rallied on takeover speculation. John Wiley & Son (+25.5%), a publishing company, contributed $1.65 million to the Fund. During the first half of the year the company completed the acquisition of Blackwell, Ltd. This acquisition significantly grows their Scientific, Technical and Medical Journal business which is their most profitable segment. Furthermore, Wiley has been a very stable company. The management team has grown the company methodically and supplemented organic growth with some home run acquisitions along the way. This year Wiley celebrates its 200th year in business. Westamerica Bancorp (-12.6%) detracted from performance by $0.75 million. We are in an unfavorable environment for banks because the spread between short- and long-term interest rates is too narrow. This means that banks don't earn much money on the loans they make. Some banks try to compensate for the narrow spread by increasing the volume of loans. This sounds like a good idea until credit quality deteriorates which then eats into earnings as the bank increases its reserve. Westamerica is different. They are very disciplined and are waiting for a better environment before they grow their loan portfolio. We think the bank is conservatively managed and we have seen this environment before. Eventually the yield curve will steepen and banks will be able to make adequate profits on lending money; when the environment changes, we expect the bank to do very well. Winnebago (-10.3%) declined by $0.68 million in value. The RV industry remains weak as interest rates have risen. Orders in the most recent quarter were up 45% which may be a sign that the industry is coming out of a cyclical trough. The balance sheet at Winnebago is impeccable, and we believe the management is top rate. More recently the company has been buying back stock at prices that we feel are below intrinsic value. We feel Winnebago will be one of the winners when the industry turn comes. 25 FAM Equity-Income Fund [LOGO] Outlook Overall, we think the portfolio looks well positioned. We are happy to own this collection of wonderful businesses. Many of the companies in the Fund are performing well. Some others are not performing as well due to external market factors; we look at these companies as providing future returns for the Fund as their environment improves. As always we continue to work diligently on your behalf. We are spending a lot of time on the road visiting the companies in the Fund. Seeing first hand all the good things happening at these companies as well as the enthusiasm of the management teams gives us great confidence in their futures. We look forward to updating you at year end. Sincerely, /s/ Paul Hogan Paul Hogan, CFA Co-Manager /s/ Thomas O. Putnam Thomas O. Putnam Co-Manager 26 FAM Equity-Income Fund -- Performance Summary (Unaudited) [LOGO] Average Annual Total Returns as of June 30, 2007 1-Year 3-Year 5-Year 10-Year Life of Fund* FAM Equity-Income Fund (Investor Shares) 18.33% 10.70% 9.85% 10.13% 11.06% (Advisor Shares) 17.55% 9.77% N/A N/A 10.82% S&P 500 Index 20.59% 11.69% 10.70% 7.13% 9.58% Russell 2000 Index 16.43% 13.45% 13.88% 9.06% 10.02% *FAM Equity-Income Fund Investor Shares were launched on April 1, 1996. FAM Equity-Income Fund Advisor Shares were launched on July 1, 2003. The performance table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 27 FAM Equity-Income Fund -- Portfolio Data (Unaudited) [LOGO] As of June 30, 2007 COMPOSITION OF TOTAL INVESTMENTS Publishing 10.8% Machinery & Equipment 10.0% Construction Materials 8.6% Banking 8.1% Investment Management 7.3% Wholesale Distribution 5.9% Property and Casualty Insurance 5.3% Commercial Services 5.1% Transportation 5.1% Retail Stores 4.6% Registered Investment Company 4.3% Recreation Vehicles 4.2% Temporary Investments 3.9% Insurance Agency 3.4% Life Insurance 3.0% Diversified Manufacturing 2.8% Financial Services 2.2% Media 2.1% Other 3.3% 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 that 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. 28 FAM Equity-Income Fund -- Expense Data (Unaudited) [LOGO] 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 invested at the beginning of the period and held for the entire period (12/31/2006 to 6/30/2007). Actual Expenses Lines (A) and (B) of the following table provides 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 provides 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 report 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, the second line of the table is 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. 29 FAM Equity-Income Fund -- Expense Data Unaudited [LOGO] SIX MONTHS ENDED JUNE 30, 2007 Beginning Ending Expenses Account Value Account Value Paid 12/31/2006 6/30/2007 During Period Ongoing Costs Based on Actual Fund Return A. Investor Share Class $1,000.00 $1,101.00 $ 6.88* B. Advisor Share Class $1,000.00 $1,096.80 $12.06** Ongoing Costs Based on Hypothetical 5% Yearly Return C. Investor Share Class $1,000.00 $1,018.45 $ 6.61* D. Advisor Share Class $1,000.00 $1,013.50 $11.58** *Expenses are equal to the Fund's Investor Class Shares annualized expense ratio of (1.32%), 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 (2.32%), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half-year period). 30 FAM Equity-Income Fund -- Statement of Investments [LOGO] June 30, 2007 (Unaudited) SHARES VALUE COMMON STOCKS (96.1%) Banking (8.1%) TCF Financial Corp. o holding company that offers various banking services throughout the United States 223,000 $ 6,199,400 Westamerica Bancorp o provides banking services to individual and corporate customers in northern and central California 118,000 5,220,320 11,419,720 Commercial Services (5.1%) McGrath RentCorp o modular building and electronic test equipment rentals, subsidiary classroom manufacturing 213,600 7,196,184 Construction Materials (8.6%) Florida Rock Industries o produces aggregates for the construction industry 21,500 1,451,250 Martin Marietta Materials o produces aggregates for the construction industry 40,200 6,513,204 Vulcan Materials Company o produces, distributes and sells construction materials and industrial and specialty chemicals 36,200 4,146,348 12,110,802 Diversified Manufacturing (2.8%) General Electric Company o diversified industrial manufacturer 104,221 3,989,580 Electronic Equipment (0.7%) Cognex Corp. o develops, manufactures and markets machine vision systems used to automate manufacturing processes 45,700 1,028,707 Financial Services (2.2%) American Express o operates as a payments, network, and travel company worldwide as well as offers individual consumer credit cards 50,500 3,089,590 Insurance Agency (3.4%) Brown & Brown, Inc. o one of the largest independent general insurance agencies in the U.S. 191,200 4,806,768 See Notes to Financial Statements. 31 FAM Equity-Income Fund -- Statement of Investments continued [LOGO] June 30, 2007 (Unaudited) SHARES VALUE Investment Management (7.3%) Federated Investors o provides investment management products and services primarily to mutual funds 180,700 $ 6,926,231 Franklin Resources, Inc. o provides investment management and fund administration services as well as retail-banking and consumer lending services 25,000 3,311,750 10,237,981 Life Insurance (3.0%) Protective Life Corporation o individual and group life/health insurance and guaranteed investment contracts 88,219 4,217,750 Machinery & Equipment (10.0%) Donaldson Company, Inc. o designs, manufactures and sells filtration systems and replacement parts 88,800 3,156,840 IDEX Corporation o manufactures proprietary, highly engineered industrial products and pumps 150,205 5,788,901 Kaydon Corporation o custom-engineers products including bearings, filters, and piston rings 100,000 5,212,000 14,157,741 Media (2.1%) Meredith Corporation o magazine publishing and tv broadcasting 48,573 2,992,097 Property and Casualty Insurance (5.3%) White Mountains Ins. Grp., Ltd. o personal property and casualty, and reinsurance 12,375 7,499,498 Publishing (10.8%) Courier Corporation o manufactures and publishes specialty books, including Dover Publications 189,850 7,594,000 John Wiley & Sons, Inc. o publisher of print and electronic products, specializing in scientific, technical professional and medical books and journals 157,650 7,612,919 15,206,919 See Notes to Financial Statements. 32 FAM Equity-Income Fund -- Statement of Investments continued [LOGO] June 30, 2007 (Unaudited) SHARES VALUE Recreation and Entertainment (1.0%) International Speedway Corporation o owns and operates auto racing tracks including Daytona 25,800 $ 1,359,918 Recreation Vehicles (4.2%) Winnebago Industries o manufacturer of self-contained recreational vehicles used primarily in leisure travel 202,500 5,977,800 Registered Investment Company (4.3%) Allied Capital Corp. o venture capital corporation for entrepreneurs and management 193,714 5,997,385 Retail Apparel (0.6%) Liz Claiborne, Inc. o designs and markets an extensive range of branded men's and women's apparel, accessories and fragrance 23,074 860,660 Retail Stores (4.6%) Ross Stores, Inc. o chain of off-price retail apparel and home accessories stores 211,641 6,518,543 Transportation (5.1%) Forward Air Corporation o provides surface transportation and related logistics services to the deferred air freight market in North America 90,000 3,068,100 Heartland Express, Inc. o short-to-medium-haul truckload carrier of general commodities 250,533 4,083,687 7,151,787 Travel (1.0%) Ambassadors Group Inc. o educational travel company that organizes and promotes international and domestic programs for students, athletes, and professionals 39,791 1,413,774 See Notes to Financial Statements. 33 FAM Equity-Income Fund -- Statement of Investments continued [LOGO] June 30, 2007 (Unaudited) SHARES VALUE Wholesale Distribution (5.9%) CDW Corp. o direct marketing of multibrand computers and related technology products and services 97,100 $ 8,250,587 Total Common Stocks (Cost $88,466,588) $135,483,791 TEMPORARY INVESTMENTS (3.9%) Money Market Fund (3.9%) First American Treasury Fund 5,535,764 $ 5,535,764 Total Temporary Investments (Cost $5,535,764) $ 5,535,764 Total Investments (Cost $94,002,352) (100%) $141,019,555 See Notes to Financial Statements. 34 FAM Equity-Income Fund [LOGO] June 30, 2007 (Unaudited) STATEMENT OF ASSETS AND LIABILITIES Assets Investment in securities at value (Cost $94,002,352) $141,019,555 Cash 70,235 Dividends and interest receivable 97,549 Receivable for investment securities sold 211,322 Total Assets 141,398,661 Liabilities Accrued investment advisory fee 116,647 Accrued shareholder servicing and administrative fees 14,195 Accrued expenses 57,629 Total Liabilities 188,471 Net Assets Source of Net Assets: Net capital paid in on shares of beneficial interest $ 89,639,246 Undistributed net investment income 144,487 Accumulated net realized gain 4,409,254 Net unrealized appreciation 47,017,203 Net Assets $141,210,190 Net Asset Value Per Share Investor Class Shares -- based on net assets of $137,134,822 and 5,793,919 shares outstanding $23.67 Advisor Class Shares -- based on net assets of $4,075,368 and 173,699 shares outstanding $23.46 See Notes to Financial Statements. 35 FAM Equity-Income Fund [LOGO] Six Months Ended June 30, 2007 (Unaudited) STATEMENT OF OPERATIONS INVESTMENT INCOME Income Dividends $ 1,494,346 Interest 181,147 Total Investment Income 1,675,493 Expenses Investment advisory fee (Note 2) 701,593 Administrative fee (Note 2) 52,619 Shareholder servicing and related expenses (Note 2) 33,684 Printing and mailing 31,029 Professional fees 6,983 Registration fees 21,672 Custodial fees 9,182 Trustees and Officers 44,880 Distribution and service fees -- Advisor Class Shares (Note 2) 19,756 Other 28,750 Total Expenses 950,148 Net Investment Income 725,345 REALIZED AND UNREALIZED GAIN ON INVESTMENTS Net realized gain on investments 4,526,704 Unrealized appreciation of investments 8,369,377 Net Gain on Investments 12,896,081 NET INCREASE IN NET ASSETS FROM OPERATIONS $13,621,426 See Notes to Financial Statements. 36 FAM Equity-Income Fund [LOGO] Six Months Ended June 30, 2007 (Unaudited) and Year Ended December 31, 2006 STATEMENT OF CHANGES IN NET ASSETS Six Months Year Ended Ended June 30, December 31, 2007 2006 CHANGE IN NET ASSETS FROM OPERATIONS: Net investment income $ 725,345 $ 841,386 Net realized gain on investments 4,526,704 7,917,576 Realized gain distributions -- 239,237 Unrealized appreciation (depreciation) of investments 8,369,377 (236,594) Net Increase in Net Assets From Operations 13,621,426 8,761,605 DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income Investor Class (703,866) (1,078,611) Advisor Class -- -- Net realized gain on investments Investor Class -- (7,253,566) Advisor Class -- (203,602) TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST (NOTE 3): (18,173,869) (35,899,942) Total Decrease in Net Assets (5,256,309) (35,674,116) NET ASSETS: Beginning of period 146,466,499 182,140,615 End of period $141,210,190 $146,466,499 See Notes to Financial Statements. 37 FAM Equity-Income Fund -- Notes to Financial Statements (Unaudited) [LOGO] 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 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 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 expenses. Each class of shares has exclusive 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 followed 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 First American Treasury Fund are valued at that fund's net asset value. 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 tax is required. c) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management 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 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 based on estimates if actual amounts are not available, and actual amounts of income, realized gain 38 FAM Equity-Income Fund -- Notes to Financial Statements (Unaudited) [LOGO] 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. e) New Accounting Pronouncements In July 2006, the Financial Accounting Standards Board issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -an Interpretation of FASB Statement No. 109" (the "Interpretation"). The Interpretation establishes for all entities, including pass-through entities such as the Fund, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. The Interpretation is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. Management continues to evaluate the application of the Interpretation to the Fund, and is not in a position at this time to estimate the significance of its impact, if any, on the Fund's financial statements. In addition, in September 2006, Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures. 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, 2007 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, 2007. Thomas Putnam is an officer and trustee of the Fund and also an officer and director of 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% of the average daily net assets. For the period ended June 30, 2007 the Advisor contractually agreed to reimburse the Fund for its expenses to the extent such expenses exceed 1.40% and 2.40% 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, 2007. 39 FAM Equity-Income Fund -- Notes to Financial Statements (Unaudited) [LOGO] FAM Shareholder Services, Inc. (FSS), a company under common control with the Advisor, serves as shareholder servicing agent and receives a monthly fee of $2.00 per shareholder account. For the period ended June 30, 2007, shareholder servicing agent fees paid to FSS amounted to $33,684. Additionally, FSS serves as the Fund administrative agent and receives an annual fee of 0.075% on the first $750,000,000 of the Fund's average daily net assets, 0.065% thereafter. For the period ended June 30, 2007, Fund administrative fees amounted to $52,619. 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. Note 3. Shares of Beneficial Interest At June 30, 2007 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, 2007, redemption fees amounted to $119 and were credited to paid in capital. Transactions were as follows: SIX MONTHS ENDED 6/30/07 YEAR ENDED 12/31/06 Shares Amount Shares Amount Shares sold Investor Class 245,407 $ 5,509,967 993,318 $ 21,825,426 Advisor Class 2,134 46,851 27,694 607,640 Shares issued on reinvestment of distributions Investor Class 27,698 651,056 359,368 7,845,239 Advisor Class -- -- 9,114 197,271 Shares redeemed Investor Class (1,075,646) (24,121,303) (3,013,950) (65,143,264) Advisor Class (11,746) (260,440) (59,776) (1,232,254) Net Decrease from Investor Class Share Transactions (802,541) $(17,960,280) (1,661,264) $(35,472,599) Net Decrease from Advisor Class Share Transactions (9,612) $ (213,589) (22,968) $ (427,343) 40 FAM Equity-Income Fund -- Notes to Financial Statements (Unaudited) [LOGO] Note 4. Investment Transactions During the period ended June 30, 2007, purchases and sales of investment securities, other than short-term obligations were $7,437,356 and $20,995,584. The cost of securities for federal income tax purposes is substantially the same as shown in the investment portfolio. The aggregate gross unrealized appreciation and depreciation of portfolio securities, based on cost for federal income tax purposes, was as follows: Unrealized appreciation $47,915,966 Unrealized depreciation (898,763) Net unrealized appreciation $47,017,203 Note 5. Line of Credit FAM Equity-Income Fund has a line of credit up to 33 1/3% of total net assets or a maximum of $50,000,000. 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, 2007 when any advances are to be repaid. During the period ended June 30, 2007 no amounts were drawn from the available line. Note 6. 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, the Fund expects the risk of loss to be remote. 41 FAM Equity-Income Fund -- Notes to Financial Statements [LOGO] Note 7. Financial Highlights FAM EQUITY-INCOME FUND -- INVESTOR CLASS SHARES Six Months Ended June 30, (Unaudited) Years Ended December 31, Per share information (For a share outstanding throughout the period) 2007 2006 2005 2004 2003 2002 Net asset value, beginning of period $ 21.61 $ 21.52 $ 20.48 $ 18.27 $ 15.45 $ 16.05 Income from investment operations: Net investment income+ 0.12 0.12 0.14 0.15 0.12 0.12 Net realized and unrealized gain (loss) on investments 2.06 1.30 1.03 2.40 3.00 (0.48) Total from investment operations 2.18 1.42 1.17 2.55 3.12 (0.36) Less distributions: Dividends from net investment income (0.12) (0.16) (0.13) (0.15) (0.12) (0.12) Distributions from net realized gains -- (1.17) -- (0.19) (0.18) (0.12) Total distributions (0.12) (1.33) (0.13) (0.34) (0.30) (0.24) Change in net asset value for the period 2.06 0.09 1.04 2.21 2.82 (0.60) Net asset value, end of period $ 23.67 $ 21.61 $ 21.52 $ 20.48 $ 18.27 $ 15.45 Total Return 10.10%* 6.57% 5.75% 14.04% 20.30% (2.25)% Ratios/supplemental data Net assets, end of period (000) $137,135 $142,546 $177,740 $148,776 $114,194 $73,969 Ratios to average net assets of: Expenses, total 1.32%** 1.28% 1.26% 1.27% 1.28% 1.37% Net investment income 1.05%** 0.55% 0.66% 0.79% 0.73% 0.84% Portfolio turnover rate 5.55% 19.01% 14.11% 17.64% 6.46% 7.11% +Based on average shares outstanding. *Not Annualized **Annualized 42 FAM Equity-Income Fund -- Notes to Financial Statements [LOGO] Note 7. Financial Highlights (continued) FAM EQUITY-INCOME FUND -- ADVISOR CLASS SHARES Six Months Ended June 30, Period Ended (Unaudited) Years Ended December 31, December 31, Per share information (For a share outstanding throughout the period) 2007 2006 2005 2004 2003+ Net asset value, beginning of period $21.39 $21.33 $20.36 $18.18 $16.77 Income from investment operations: Net investment income (loss)++ 0.01 (0.10) (0.07) (0.04) 0.10 Net realized and unrealized gain on investments 2.06 1.33 1.04 2.41 1.54 Total from investment operations 2.07 1.23 0.97 2.37 1.64 Less distributions: Dividends from net investment income -- -- -- -- (0.05) Distributions from net realized gains -- (1.17) -- (0.19) (0.18) Total distributions -- (1.17) -- (0.19) (0.23) Change in net asset value for the period 2.07 0.06 0.97 2.18 1.41 Net asset value, end of period $23.46 $21.39 $21.33 $20.36 $18.18 Total Return 9.68%* 5.73% 4.76% 13.05% 9.83%* Ratios/supplemental data Net assets, end of period (000) $4,075 $3,921 $4,400 $3,017 $1,291 Ratios to average net assets of: Expenses 2.32%** 2.28% 2.26% 2.27% 2.28%** Net investment income (loss) 0.06%** (0.45)% (0.34)% (0.21)% 1.10%** Portfolio turnover rate 5.55% 19.01% 14.11% 17.64% 6.46% +Beginning of period reflects Advisor Class Shares inception date of 7/1/03. ++Based on average shares outstanding. *Not Annualized. **Annualized. 43 FAM Funds -- Supplemental Information (Unaudited) [LOGO] 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 Funds' Website at http://www.famfunds.com; (ii) or on the Securities and Exchange Commission's website at http://www.sec.gov. 44 Investment Advisor Fenimore Asset Management, Inc. Cobleskill, NY Custodian U.S. Bank, N.A. Cincinnati, OH Trustees John J. McCormack, Jr. Independent Chairman Fred "Chico" Lager Kevin J. McCoy C. Richard Pogue 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 [LOGO] FAM Funds 384 North Grand Street PO Box 399 Cobleskill, New York 12043-0399 (800) 932-3271 www.famfunds.com [LOGO] FAM Funds 384 North Grand Street PO Box 399 Cobleskill, New York 12043-0399 (800) 932-3271 www.famfunds.com FINANCIAL PEACE OF MIND THROUGH A VALUE APPROACH TO INVESTING 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 6, 2007 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 6, 2007 By (Signature and Title)* /s/ Joseph A. Bucci -------------------------- Joseph A. Bucci, Treasurer Date August 6, 2007 * Print the name and title of each signing officer under his or her signature.