0000894189-14-005446 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 12th, 2014 • Advisors Series Trust • Delaware

This AGREEMENT is made as of the 20th day of October 2014, by and among William Harris Investors, Inc. a Delaware corporation located at 191 N. Wacker Drive, Chicago, IL 60606 (the “Sub-Adviser”), Orinda Asset Management, LLC, a Delaware limited liability company located at 4 Orinda Way, Suite 150-A, Orinda, CA 94563 (the “Manager”), and Advisors Series Trust, a Delaware statutory trust with its principal office located at 615 East Michigan Street, Milwaukee, WI 53202 (hereinafter called the “Trust”), on behalf of the series of the Trust indicated on Schedule A.

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Appendix A to the Operating Expenses Limitation Agreement (as amended on October 20, 2014 and effective as to the Orinda SkyView Multi-Manager Hedged Equity Fund and Orinda SkyView Macro Opportunities Fund)
Operating Expenses Limitation Agreement • November 12th, 2014 • Advisors Series Trust

Fund and Share Class Operating Expense Limit Orinda SkyView Multi-Manager Hedged Equity Fund Class A 2.45% of average daily net assets Class I 2.15% of average daily net assets Orinda SkyView Macro Opportunities Fund Class A 2.55% of average daily net assets Class I 2.25% of average daily net assets Orinda Income Opportunities Fund Class A 1.90% of average daily net assets Class I 1.60% of average daily net assets Class D 2.65% of average daily net assets

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