rule18f3.htm

ADVISORS SERIES TRUST

on behalf of the Funds managed by

Davidson Investment Advisors, Inc.

AMENDED AND RESTATED MULTIPLE CLASS PLAN

Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), this Multiple Class Plan (the “Plan”) is adopted by the series listed on Appendix A attached hereto, which may be amended from time to time, each a series of Advisors Series Trust (the “Trust”), a Delaware statutory trust, with respect to the classes of shares (individually a “Class” and together the “Classes”) of the series of the Trust set forth in the exhibits hereto.

Purpose

This Plan sets forth the method for allocating fees and expenses among each class of shares of the Funds in reliance on Rule 18f-3 and allows the Trust to make payments as contemplated herein.

2.	Rights and Obligations

Except as set forth herein, all Classes of shares issued by each Fund shall have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications, designations, and terms and conditions. The only differences among the various Classes of shares relate solely to the following: (a) each Class may be subject to different Class expenses and sales charges as discussed under Section 3 of this Plan; (b) each Class may bear a different identifying designation; (c) each Class has exclusive voting rights with respect to matters solely affecting such Class; (d) each Class may have different redemption or exchange fees and exchange privileges; and (e) each Class may provide for the automatic conversion of that Class into another Class.

3.	Separate Arrangements/Class Differences

a) Designation of Classes: The Funds set forth in Exhibit A offer two or more Classes of shares.

b) Class Arrangements: The following summarizes the maximum initial sales charges, CDSCs, Rule 12b-1 distribution and servicing fees, shareholder servicing plan fees, conversion features, exchange privileges and other shareholder services applicable to a particular class of shares of each Fund. Exhibit A sets forth the actual sales charges, Rule 12b-1 fees and shareholder servicing fees of each class of shares of the Funds. Additional details and restrictions regarding such fees and services are set forth in each Fund’s current Prospectus and Statement of Additional Information. Each Fund may only offer the following Classes of shares as set forth in Exhibit A:

i.	Class A. (Davidson Multi-Cap Equity Fund, Davidson Equity Income Fund and Davidson Small/Mid Equity Fund)

A.	Maximum Initial Sales Charge: 5.00%.

B.	Contingent Deferred Sales Charge: None.

C.	Maximum Annual Rule 12b-1 Distribution Fee: 0.25% for each Fund.

D.	Maximum Annual Shareholder Servicing Plan Fee: None.

E.	Conversion Features: Yes (for Multi-Cap Equity Fund).

F.	Exchange Privileges: As described in the current prospectus for the Funds.

ii.	Class A. (Davidson Intermediate Fixed Income Fund)

A.	Maximum Initial Sales Charge: 2.75%.

B.	Contingent Deferred Sales Charge: None.

C.	Maximum Annual Rule 12b-1 Distribution Fee: 0.25% for each Fund.

D.	Maximum Annual Shareholder Servicing Plan Fee: None.

E.	Conversion Features: Yes.

F.	Exchange Privileges: As described in the current prospectus for the Funds.

iii.

Class C.

A.	Maximum Initial Sales Charge: None.

B.	Contingent Deferred Sales Charge: 1.00% on redemptions within 12 months of purchase.

C.	Maximum Annual Rule 12b-1 Distribution and Service Fee: 1.00% for each Fund.

D.	Maximum Annual Shareholder Servicing Plan Fee: None.

E.	Conversion Features: Yes (for Multi-Cap Equity Fund).

F.	Exchange Privileges: As described in the current prospectus for the Funds.

iv.

Class I.

A.	Maximum Initial Sales Charge: None.

B.	Contingent Deferred Sales Charge: None.

C.	Maximum Annual Rule 12b-1 Distribution and Service Fee: None.

D.	Maximum Annual Shareholder Servicing Plan Fee: None.

E.	Conversion Features: Yes.

F.	Exchange Privileges: As described in the current prospectus for the Funds.

c) Distribution of Shares: Class A shares and Class C shares are sold primarily to retail investors through approved financial supermarkets, investment advisors and consultants, financial planners, brokers, dealers and other investment professionals and their agents. The Funds’ shares are also offered directly through their distributor. Quantity discounts, accumulated purchases, purchases in conjunction with a letter of intent and systematic withdrawal features for Class A and Class C shares are as described in the applicable Prospectus. The Class I shares of the Funds are offered without a sales charge or other fee primarily for direct investments by investors such as pension and profit-sharing plans, employee benefit trusts, endowments, foundations, corporations and high net worth individuals.

d) Minimum Investment Amounts: The minimum initial investment in Class A and C shares is $2,500 for regular accounts and retirement accounts. The minimum initial investment in Class I shares is $250,000 for regular accounts and retirement accounts. Once an account is established, subsequent investments for regular accounts and retirement accounts in any amount may be made in all share classes, except that there is a $100 minimum for automatic investment plan accounts.

e) Voting Rights: Shareholders are entitled to one vote for each share held on the record date for any action requiring a vote by the shareholders and a proportionate fractional vote for each fractional vote held. Shareholders of the Trust will vote in the aggregate and not by Fund or Class except as otherwise expressly required by law or when the Trustees determine that the matter to be voted upon affects only the interests of the shareholders of a particular Fund or Class.

4.	Allocation of Expenses

a) Class Expenses. Each Class of shares may be subject to different Class expenses (collectively, “Class Expenses”) consisting of:

i.	Front-end sales charges or CDSCs;

ii.	Rule 12b-1 plan distribution fees and shareholder servicing fees, if applicable to a particular Class;

iii.	Transfer agency and other recordkeeping costs to the extent allocated to a particular Class;

iv.	SEC and blue sky registration fees incurred separately by a particular Class;

v.	Litigation or other legal expenses relating solely to a particular Class;

vi.	Printing and postage expenses related to the preparation and distribution of Class specific materials such as shareholder reports, prospectuses and proxies to shareholders of a particular Class;

vii.	Expenses of administrative personnel and services as required to support the shareholders of a particular Class;

viii.

Audit or accounting fees or expenses relating solely to a particular Class;

ix.	Trustee fees and expenses incurred as a result of issues relating solely to a particular Class; and

x.	Any other expenses subsequently identified that should be properly allocated to a particular Class, which shall be approved by the Board of Trustees.

b) Other Expenses. Except for the Class Expenses discussed above (which will be allocated to the appropriate Class), all expenses incurred by the Fund will be allocated to all Classes of shares on the basis of the net asset value of each Class to the net asset value of the Trust or the Fund, as the case may be. Excess expenses created by the imposition of an operating expense limit on one or more Classes shall be considered general Fund expenses.

c) Waivers and Reimbursements of Expenses. The Fund’s investment adviser and any provider of services to the Fund may waive or reimburse the expenses of a particular Class or Classes; provided, however, that such waiver shall not result in cross-subsidization between Classes.

5.	Allocation of Income

Each Fund will allocate income and realized and unrealized capital gains and losses based on the relative net assets of each Class of shares.

6.	Exchange Features

Shares of each Fund may be exchanged for shares of the same Class of any other Fund, subject to minimum purchase requirements.

7.	Conversion Features

A shareholder of Class A or Class C shares may request or be allowed to convert their Class A or Class C shares to Class I shares if they are eligible in accordance with the Fund’s current registration statement. Any implementation of a conversion feature is subject to the continuing availability of a ruling or regulations of the Internal Revenue Service, or of an opinion of counsel or tax adviser, stating that the conversion of one Class of shares to another does not constitute a taxable event under federal income tax law. The conversion feature may be suspended if such a ruling, regulation or opinion is not available.

8.	Board Review

The Board of Trustees of the Trust shall review the Plan as it deems necessary. Prior to any material amendment(s) to the Plan with respect to any of the Fund’s shares, the Trust’s Board of Trustees, including a majority of the Trustees that are not interested persons of the Trust, shall find that the Plan, as proposed to be amended (including any proposed amendments to the method of allocating class and/or fund expenses), is in the best interest of each class of shares of the Fund individually and the Fund as a whole. In considering whether to approve any proposed amendment(s) to the Plan, the Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan.

9.	Effectiveness

This Amended and Restated Plan shall become effective with respect to each Class (a) to the extent required by Rule 18f-3, after approval by a majority vote of: (i) the Trust’s Board of Trustees (“Board”); (ii) the members of the Board who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of the Trust’s Plan, and (b) upon execution of an exhibit adopting this Plan with respect to such Class.

This Multiple Class Plan is adopted by Advisors Series Trust with respect to the Classes of the Funds, series of Advisors Series Trust, as set forth on Exhibit A attached hereto.

WITNESS the due execution hereof this 19th day of September, 2013.

ADVISORS SERIES TRUST

By: /s/ Douglas G. Hess

Title: President

Date: September 19, 2013

EXHIBIT A

AMENDED AND RESTATED MULTIPLE CLASS PLAN

ADVISORS SERIES TRUST

on behalf of the Funds managed by

Davidson Investment Advisors, Inc.

Fund Names:

Davidson Multi-Cap Equity Fund (Classes A, C and I)

Davidson Equity Income Fund (Classes A and C)

Davidson Small/Mid Equity Fund (Classes A and C)

Davidson Intermediate Fixed Income Fund (Classes A and I)

Share Class	Minimum Investment1	Maximum Initial Sales Charge	Maximum CDSC	Maximum Rule 12b-1 Fee	Maximum Shareholder Servicing Fee

Class A2	$2,500	5.00%	None	0.25%	None
Class A3	$2,500	2.75%	None	0.25%	None
Class C	$2,500	None	1.00%4	1.00%	None
Class I	$250,000	None	None	None	None

1	The Advisor may waive the minimum initial investment in certain circumstances; please see the Funds’ Prospectus.

2	Refers to Class A shares of the Davidson Multi-Cap Equity Fund, Davidson Equity Income Fund and Davidson Small/Mid Equity Fund.

3	Refers to Class A shares of the Davidson Intermediate Fixed Income Fund.

4	Redemptions within twelve months of purchase are subject to a 1.00% CDSC.