0000894189-06-002484 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • September 29th, 2006 • Advisors Series Trust • Wisconsin

THIS AGREEMENT is made and entered into this ____ day of September, 2006, by and between ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of its funds, the Phocas Real Estate Fund and the Phocas Small Cap Value Fund and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). PHOCAS FINANCIAL CORPORATION, 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 Phocas Financial Corporation
Investment Advisory Agreement • September 29th, 2006 • Advisors Series Trust • California

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 29th day of September, 2006, by and between Advisors Series Trust, a Delaware statutory trust (hereinafter called the "Trust"), on behalf of the following series of the Trust, Phocas Real Estate Fund and Phocas Small Cap Value Fund (the "Funds") and Phocas Financial Corporation, a California corporation (hereinafter called the "Advisor").

ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • September 29th, 2006 • Advisors Series Trust • California

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of September 29, 2006, by and between ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of the Phocas Real Estate Fund and Phocas Small Cap Value Fund (the “Funds”), each a series of the Trust, and the Advisor of the Funds, Phocas Financial Corporation (the “Advisor”).

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