0000894189-12-001066 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • February 28th, 2012 • Advisors Series Trust • Wisconsin

THIS AGREEMENT is made and entered into as of the 9th day of December, 2011, by and between ADVISORS SERIES TRUST, a Delaware business trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). ENVESTNET PORTFOLIO SOLUTIONS, INC., a Delaware corporation and the investment advisor to the Trust (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 28th, 2012 • Advisors Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 9th day of December, 2011, 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 Envestnet Portfolio Solutions, Inc., a Delaware corporation (hereinafter called the “Advisor”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 28th, 2012 • Advisors Series Trust • Delaware

This AGREEMENT is made as of the 9th day of December 2011, by and among Eagle Asset Management Inc., a Florida corporation located at 880 Carillon Parkway, St. Petersburg, FL 33716 (the “Sub-Adviser”), and Envestnet Portfolio Solutions, Inc., a Delaware Corporation located at 75 State Street, 6th Floor, Boston, MA 02109 (the “Manager”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 28th, 2012 • Advisors Series Trust • Delaware

This AGREEMENT is made as of the 9th day of December 2011, by and among C.S. McKee, L.P., a Pennsylvania limited partnership located at One Gateway Center, 8th Floor, Pittsburgh, PA 15222 (the “Sub-Adviser”), and Envestnet Portfolio Solutions, Inc., a Delaware Corporation located at 75 State Street, 6th Floor, Boston, MA 02109 (the “Manager”).

ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • February 28th, 2012 • Advisors Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of December 9, 2011 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, ENVESTNET PORTFOLIO SOLUTIONS, INC. (the “Advisor”).

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