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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 24F-2

ANNUAL NOTICE OF SECURITIES SOLD

PURSUANT TO RULE 24F-2

READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.

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1. Name and address of issuer:

FENIMORE ASSET MANAGEMENT TRUST

384 North Grand Street

P. P. Box 399

Cobleskill, NY 12043-0399

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2. The name of each series or class of securities for which this Form

is filed (If the Form is being filed for all series and classes of

securities of the issuer, check the box but do not list series or

classes):

FAM SMALL CAP FUND

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3. Investment Company Act File Number: 811-4750

Securities Act File Number: 33-7190

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4(a). Last day of fiscal year for which this Form is filed: 12-31-2012

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4(b). _______ Check box if this Form is being filed late (i.e., more

than 90 calendar days after the end of the issuer's fiscal year).

(See Instruction A.2)

Note: If the Form is being filed late, interest must be paid on the

registration fee due.

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4(c). ________ Check box if this is the last time the issuer will be

filing this Form.

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5. Calculation of registration fee:

(i) Aggregate sale price of securities sold during the

fiscal year pursuant to section 24(f):

$16,226,903

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(ii) Aggregate price of securities redeemed or

repurchased during the fiscal year:

$671,045

(iii) Aggregate price of securities redeemed or

repurchased during any prior fiscal year ending no

earlier than October 11, 1995 that were not

previously used to reduce registration fees payable

to the Commission:

$ -0-

(iv) Total available redemption credits

[add Items 5(ii) and 5(iii)]:

$671,045

(v) Net sales - if Item 5(i) is greater than Item 5(iv)

[subtract Item 5(iv) from Item 5(i)]:

$15,555,858

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(vi) Redemption credits available for use in future years

$ -0-

- if Item 5(i) is less than Item 5(iv) [subtract Item

5(iv) from Item 5(i)]:

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(vii) Multiplier for determining registration fee (See

Instruction C.9):

x 0.0001364

---

(viii) Registration fee due [multiply Item 5(v) by Item

5(vii)] (enter "0" if no fee is due):

=$ 2,121.82

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6. Prepaid Shares

If the response to Item 5(i) was determined by deducting an

amount of securities that were registered under the

Securities Act of 1933 pursuant to rule 24e-2 as in effect

before October 11, 1997, then report the amount of securities

(number of shares or other units) deducted here:________.

If there is a number of shares or other units that were

registered pursuant to rule 24e-2 remaining unsold at the

end of the fiscal year for which this form is filed that are

available for use by the issuer in future fiscal years, then

state that number here: ________.

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7. Interest due - if this Form is being filed more than 90 days

after the end of the issuer's fiscal year

(see Instruction D):

+$ -0-

8. Total of the amount of the registration fee due plus any

interest due [line 5(viii) plus line 7]:

=$ -0-

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9. Date the registration fee and any interest payment was sent to the

Commission's lockbox depository:

Method of Delivery:

__X__ Wire Transfer

____ Mail or other means

SIGNATURES

This report has been signed below by the following persons on behalf

of the issuer and in the capacities and on the dates indicated.

By (Signature and Title)*

/s/ Joseph A. Bucci

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

Treasurer

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Date: January 29, 2013

*Please print the name and title of the signing officer below the

signature.

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