0001144204-10-013601 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 16th, 2010 • AdvisorShares Trust • Delaware

AGREEMENT made as of this ___th day of _________, 2010 by and between AdvisorShares Investments, LLC, a Delaware limited liability company with its principal place of business at 3 Bethesda Metro Center, Suite 700, Bethesda MD, 20814 (the “Adviser”) and WCM Investment Management, a California corporation with its principal place of business at 281 Brooks Street, Laguna Beach, CA 92651 (the “Sub-Adviser”).

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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • March 16th, 2010 • AdvisorShares Trust • New York

AGREEMENT made as of the 16th day of July, 2009, by and between each Trust (hereinafter the “Trust”) listed on Appendix I hereto and each Series of the Trust listed on Appendix I hereto (as such Appendix be amended from time to time), and THE BANK OF NEW YORK MELLON, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

CUSTODY AGREEMENT
Custody Agreement • March 16th, 2010 • AdvisorShares Trust • New York

AGREEMENT, dated as of July 16, 2009 between AdvisorShares Trust, a Delaware statutory trust, having its principal office and place of business at 3 Bethesda Metro Center, Suite 700, Bethesda, MD 20814, (the “Trust”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • March 16th, 2010 • AdvisorShares Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this 25th day of June 2009, by and between AdvisorShares Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 3 Bethesda Metro Center, Suite 700, Bethesda, ME 20814, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 16th, 2010 • AdvisorShares Trust

EXPENSE LIMITATION AGREEMENT, effective as of _________ __, 2010 by and between ADVISORSHARES INVESTMENTS, LLC (the "Adviser") and MARS HILL PARTNERS, LLC (the "Sub-Adviser") (the "Agreement").

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • March 16th, 2010 • AdvisorShares Trust • New York

AGREEMENT made as of July 16, 2009, by and between each entity listed on Exhibit A hereto (each a “Fund”, collectively the “Funds”), and The Bank of New York Mellon, a New York banking organization (“BNY”).

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Form Of • March 16th, 2010 • AdvisorShares Trust • Delaware

AGREEMENT made as of this ___ day of ____________, 2010 by and between AdvisorShares Investments, LLC, a Delaware limited liability company with its principal place of business at 3 Bethesda Metro Center, Suite 700, Bethesda MD, 20814 (the “Adviser”) and Mars Hill Partners, LLC, a Colorado limited liability company with its principal place of business at 102 South Tejon, Suite 430, Colorado Springs, CO 80903 (the “Sub-Adviser”).

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