0000894189-06-001577 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • June 30th, 2006 • Advisors Series Trust • Wisconsin

THIS AGREEMENT is made and entered into this 29th day of June, 2006, by and between ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of its fund, the Sincere Advisor Small Cap Fund and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). SINCERE INVESTMENT MANAGEMENT, LLC, the investment advisor to the Fund (the “Advisor”), is a party hereto with respect to Section 5 only.

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ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • June 30th, 2006 • Advisors Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 29th day of, June 2006, by and between Advisors Series Trust, a Delaware statutory trust (the “Trust”), on behalf of the Sincere Advisor Small Cap Fund (the “Fund”), a series of the Trust, and the manager of the Fund, Sincere Investment Management, LLC (the “Manager”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 30th, 2006 • Advisors Series Trust • Delaware

AGREEMENT made as of the 29th day of June 2006, by and among James Investment Research, Inc., an Ohio corporation located at 1349 Fairgrounds Road, Xenia, Ohio 45385 (the “Sub-Adviser”), Sincere Investment Management, LLC, a Delaware limited liability company located at P.O. Box 5920, Holliston, Massachusetts 01746 (the “Manager”), and Advisors Series Trust, a Delaware statutory trust located at 615 East Michigan Street, Milwaukee, WI 53202 (the “Trust”), on behalf of Sincere Advisor Small Cap Fund, a series of the Trust (the “Fund”).

ADVISORS SERIES TRUST INVESTMENT MANAGEMENT AGREEMENT
Advisors Series Trust • June 30th, 2006 • Advisors Series Trust • Delaware

AGREEMENT made this 29th day of June 2006 by and between ADVISORS SERIES TRUST (the “Trust”), a Delaware statutory trust and SINCERE INVESTMENT MANAGEMENT, LLC (the “Manager”), a [Delaware] limited liability company.

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