0000894189-12-006054 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • October 30th, 2012 • Advisors Series Trust • Wisconsin

THIS AGREEMENT is made and entered into as of the 20th day of September, 2012, by and between ADVISORS SERIES TRUST, a Delaware business trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). SHENKMAN CAPITAL MANAGEMENT, INC., 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 with Shenkman Capital Management, Inc.
Investment Advisory Agreement • October 30th, 2012 • Advisors Series Trust • Delaware

This INVESTMENT ADVISORY AGREEMENT is made as of the 30th day of October, 2012, by and between Advisors Series Trust, a Delaware statutory 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 Shenkman Capital Management, Inc., a New York corporation (hereinafter called the “Adviser”).

ADVISORS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • October 30th, 2012 • Advisors Series Trust • Delaware

This OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 30th day of October, 2012, by and between Advisors Series Trust, a Delaware statutory 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 Shenkman Capital Management, Inc., a New York corporation (hereinafter called the “Adviser”).

AMENDMENT TO THE ADVISORS SERIES TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 30th, 2012 • Advisors Series Trust

THIS AMENDMENT dated as of the 20th day of September, 2012, 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 FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 30th, 2012 • Advisors Series Trust

THIS AMENDMENT dated as of the 20th day of September, 2012, 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").

AMENDMENT TO THE ADVISORS SERIES TRUST TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 30th, 2012 • Advisors Series Trust

THIS AMENDMENT dated as of the 20th day of September, 2012, 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 CUSTODY AGREEMENT
Custody Agreement • October 30th, 2012 • Advisors Series Trust

THIS AMENDMENT dated as of the 20th day of September, 2012, 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”).

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