0000894189-09-000613 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • February 27th, 2009 • Advisors Series Trust • Wisconsin

THIS AGREEMENT is made and entered into this 12th day of December, 2007, by and between ADVISORS SERIES TRUST, a Delaware business trust (the “Trust”), on behalf of its series, the ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund, ActivePassive Small/Mid Cap Growth Fund, ActivePassive Small/Mid Cap Value Fund, ActivePassive International Equity Fund, ActivePassive Emerging Markets Equity Fund, ActivePassive Global Bond Fund, ActivePassive Intermediate Taxable Bond Fund, ActivePassive High Yield Bond Fund, and ActivePassive Intermediate Municipal Bond Fund, QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). FundQuest Incorporated, 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 INVESTMENT ADVISORY AGREEMENT ActivePassive Funds
Investment Advisory Agreement • February 27th, 2009 • Advisors Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 24th day of December, 2007, by and between Advisors Series Trust, a Delaware business trust (hereinafter called the “Trust”), on behalf of the series of the Trust indicated on Schedule A, which may be amended from time to time, (each a “Fund”, and together the “Funds”) and FundQuest Incorporated, a Delaware corporation (hereinafter called the “Advisor”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 27th, 2009 • Advisors Series Trust • Delaware

AGREEMENT made as of the 19th day of December 2008, and effective as of January 1, 2009, by and among Riazzi Asset Management, LLC, an Ohio limited liability company located at 2331 Far Hills Avenue, Suite 200, Dayton, Ohio 45419 (the “Sub-Adviser”), and FundQuest Incorporated, a Delaware corporation located at 125 High Street, Boston, Massachusetts 02110 (the “Manager”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 27th, 2009 • Advisors Series Trust • Delaware

AGREEMENT made as of the 13th day of December 2007, by and among C.S. McKee, LP, a Limited Partnership located at One Gateway Center, Pittsburgh, PA 15222 (the “Sub-Adviser”), and FundQuest Incorporated, a Delaware corporation located at 125 High Street, Boston, MA 02110 (the “Manager”).

ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • February 27th, 2009 • Advisors Series Trust • California

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of December 24, 2007 by and between ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each series and class listed in Appendix A, which may be amended from time to time, as attached hereto, each a series of the Trust, and the Advisor of the Funds, FUNDQUEST INCORPORATED (the “Advisor”).

ADVISORS SERIES TRUST FIRST AMENDMENT TO THE OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • February 27th, 2009 • Advisors Series Trust

THIS FIRST AMENDMENT dated as of the 26th day of September, 2008, to the Operating Expenses Limitation Agreement, effective as of the 28th day of December, 2007, (the “Agreement”), is entered into by and between Advisors Series Trust, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust indicated on Schedule A, which may be amended from time to time, (each a “Fund” and together the “Funds”) and FundQuest Incorporated, a Delaware corporation (the “Advisor”).

AMENDMENT TO THE ADVISORS SERIES TRUST CUSTODY AGREEMENT
Advisors Series Trust • February 27th, 2009 • Advisors Series Trust

THIS AMENDMENT dated as of the 12th day of December, 2007, to the Custody Agreement, dated as of June 6, 2006, as amended (the "Agreement"), is entered into by and between Advisors Series Trust, a Delaware statutory trust (the "Trust") and U.S. Bank National Association, a national banking association (the "Custodian").

AMENDMENT TO THE ADVISORS SERIES TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Advisors Series Trust • February 27th, 2009 • Advisors Series Trust

THIS AMENDMENT dated as of the 12th day of December, 2007, to the Fund Administration Servicing Agreement, dated as of June 8, 2006, as amended (the "Agreement"), is entered into by and between Advisors Series Trust, a Delaware statutory trust (the "Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO THE ADVISORS SERIES TRUST TRANSFER AGENT SERVICING AGREEMENT
Advisors Series Trust • February 27th, 2009 • Advisors Series Trust

THIS AMENDMENT dated as of the 12th day of December, 2007, to the Transfer Agent Servicing Agreement, dated as of June 8, 2006, as amended (the "Agreement"), is entered into by and between Advisors Series Trust, a Delaware statutory trust (the "Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO THE ADVISORS SERIES TRUST FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 27th, 2009 • Advisors Series Trust

THIS AMENDMENT dated as of the 12th day of December, 2007, to the Fund Accounting Servicing Agreement, dated as of June 8, 2006, as amended (the "Agreement"), is entered into by and between Advisors Series Trust, a Delaware statutory trust (the "Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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