485BPOS

Filed with the Securities and Exchange Commission on October 27, 2008

1933 Act Registration File No. 333-17391

1940 Act File No. 811-07959

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	¨
Post-Effective Amendment No.    273	x
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No.    275	x

(Check appropriate box or boxes.)

ADVISORS SERIES TRUST

 (Exact Name of Registrant as Specified in Charter)

615 East Michigan Street

Milwaukee, Wisconsin 53202

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Numbers, Including Area Code) (414) 765-6609

Douglas G. Hess, Esq.

Advisors Series Trust

777 East Wisconsin Avenue, 5th floor

Milwaukee, Wisconsin 53202

(Name and Address of Agent for Service)

Copies to:

Domenick Pugliese, Esq.

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, New York  10022

As soon as practical after the effective date of this Registration Statement

Approximate Date of Proposed Public Offering

It is proposed that this filing will become effective

	immediately upon filing pursuant to paragraph (b)
X	on October 28, 2008 pursuant to paragraph (b)
	60 days after filing pursuant to paragraph (a)(1)
	on pursuant to paragraph (a)(1)
	75 days after filing pursuant to paragraph (a)(2)
	on pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box

[     ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Explanatory Note:  The purpose of this filing is to annually update financial information for the McCarthy Multi-Cap Stock Fund as Post-Effective Amendment No. 273.

McCARTHY MULTI-CAP STOCK FUND [Logo]

Trading Symbol: MGAMX

McCarthy Multi-Cap Stock Fund,

a series of Advisors Series Trust

The McCarthy Multi-Cap Stock Fund (the “Fund”) seeks long-term growth of capital.  The Fund pursues this objective by investing primarily in equity securities.  The Fund’s investment advisor is McCarthy Group Advisors, L.L.C.  This Prospectus contains information about the Institutional Class shares of the Fund.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus.  Any representation to the contrary is a criminal offense.

The date of this Prospectus is October 28, 2008.

McCARTHY MULTI-CAP STOCK FUND

A Series of Advisors Series Trust

615 East Michigan Street

Milwaukee, Wisconsin 53202

The McCarthy Multi-Cap Stock Fund is a diversified, no-load mutual fund that invests in common stocks of companies of any size.

McCarthy Group Advisors, L.L.C. (the “Advisor”) is the investment advisor to the McCarthy Multi-Cap Stock Fund (the “Fund”) and is located at 1125 South 103rd Street, Suite 250, Omaha, Nebraska 68124-6019.  The Fund is a series of Advisors Series Trust (the “Trust”).  The Fund does not hold itself out as related to any other series of the Trust for purposes of investment and investor services, nor does it share the same investment advisor with any other series. This Prospectus discusses the Institutional Class shares of the Fund.

TABLE OF CONTENTS

Risk/Return Summary: Investments, Risks and Performance	3
Investment Objective, Principal Investment Strategies, Related Risks, and Disclosure of Portfolio Holdings	7
Principal Risks of Investing in the Fund	9
Portfolio Holdings Information	10
Management of the Fund	10
Shareholder Services	11
Pricing of Fund Shares	16
Dividends and Distributions	18
Tax Matters	18
Financial Highlights	20

This Prospectus sets forth basic information about the Fund that you should know before investing.  It should be read and retained for future reference.

More detailed information on all subjects covered in this Prospectus is contained in the Fund’s Statement of Additional Information (“SAI”).  Investors seeking more in-depth explanations of the contents of this Prospectus should request the SAI and review it before purchasing shares.

Please find the Fund’s Privacy Notice inside the back cover

of this Prospectus.

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Risk/Return Summary: Investments, Risks and Performance

What is the Fund’s investment objective?	The Fund seeks long-term growth of capital.
What are the Fund’s primary investment strategies?	The Fund seeks to invest primarily in the common stocks of domestic companies of any size, from larger, well-established companies to smaller companies.  Under normal market conditions, at least 80% of the Fund’s net assets will be invested in equity securities. The Fund will not borrow for investment purposes.  The Advisor pursues the Fund’s objective by investing primarily in the equity securities of companies that exhibit the potential for significant long-term appreciation.  The Fund may also invest in fixed-income obligations (i.e., U.S. Treasury and agency obligations, corporate debt securities and convertible bonds).  These securities will predominantly be rated at least “investment grade” by one of the nationally recognized statistical ratings organizations or, if unrated, determined by the Advisor to be of comparable quality. The Fund may invest up to 5% of its net assets in fixed-income securities rated below investment grade.  The Advisor generally makes use of fundamental analytical techniques to determine which particular stocks to purchase and sell. The Fund may also invest in Real Estate Investment Trusts (“REITs”).  The Fund will typically invest up to 5% of its net assets in REITs, but can invest a higher percentage in REITs if REIT valuations and fundamental prospects are compelling.  The Fund will not invest more than 20% of its net assets in REITs. In addition, the Fund may use index options and individual stock options for various portfolio strategies.  At any one time, the combined value of options may be up to 5% of the Fund’s net assets.
What are the principal risks of investing in the Fund?	As with all mutual funds, there is the risk that you could lose money on your investment in the Fund.  For example, the following risks could affect the value of your investment:

• Management Risk – If the Advisor’s investment strategies do not produce the expected results, the value of the Fund would decrease.

• Market Risk – Either the stock market as a whole, or the value of an individual company, goes down resulting in a decrease in the value of the Fund.  The stock market has been subject to significant volatility recently which has increased the risks associated with an investment in the Fund.

• Small and Medium-Sized Companies Risk – Investing in securities of small and medium-sized companies involves greater risk than investing in larger, more established companies because they can be subject to more abrupt or erratic share price changes than larger, more established companies.

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• Fixed-Income Securities Risk – Interest rates may go up resulting in a decrease in the value of the fixed-income securities held by the Fund.  Fixed-income securities with longer maturities generally entail greater risk than those with shorter maturities.

• Real Estate Investment Trust (REIT) Risk – REITs may be affected by changes in the value of their underlying properties or mortgages or by defaults by their borrowers or tenants.  Furthermore, these entities depend upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in financing a limited number of projects.  In addition, the performance of a REIT may be affected by changes in the tax laws or by its failure to qualify for tax-free pass-through of income.

• Options Risk – Options on securities may be subject to greater fluctuations in value than an investment in the underlying securities.

Who may want to invest in the Fund? The Fund may be appropriate for investors who:

• Are pursuing a long-term investment horizon;

• Want to add an investment with growth potential to diversify their investment portfolio; or

• Can accept the greater risks of investing in a portfolio with significant common stock holdings.

The Fund may not be appropriate for investors who:

• Need regular income or stability of principal; or

• Are pursuing a short-term goal.

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Performance Information

The following performance information indicates some of the risks of investing in the Fund. The bar chart illustrates how the Fund’s total return has varied from year to year.  The table illustrates the Fund’s average annual total return over time compared with a broad-based market index.  The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

Calendar Year Total Returns *

* The Fund’s year-to-date total return as of September 30, 2008, was -13.35%.

During the period of time shown in the bar chart, the Fund’s highest calendar quarter return was 23.00% for the quarter ended June 30, 2003,  and its lowest calendar quarter return was (16.70%) for the quarter ended June 30, 2002.

Average Annual Total Returns

For the periods ended December 31, 2007

	One Year	Five Years	Since Inception August 6, 2001
McCarthy Multi-Cap Stock Fund
Return Before Taxes	1.41%	11.52%	4.70%
Return After Taxes on Distributions1	-0.15%	10.85%	4.19%
Return After Taxes on Distributions
and Sale of Fund Shares1, 2	2.76%	10.04%	4.02%
S&P 500® Index3 (reflects no deduction for fees, expenses or taxes)	5.49%	12.83%	5.04%

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1 After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

2 The “Return After Taxes on Distributions and Sale of Fund Shares” may be higher than other return figures because when a capital loss occurs upon the redemption of Fund shares, a tax deduction is provided that benefits the investor.

3 The S&P 500® Index is an unmanaged market value weighted index of 500 stocks designed to represent the broad domestic economy.  The figures above reflect all dividends reinvested.  You cannot invest directly in an index.

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Fees and Expenses

The following table describes the fees and expenses that you may pay if you buy and hold Institutional Class shares of the Fund.  There are two types of expenses involved: shareholder transaction expenses (such as sales loads or redemption fees) and annual fund operating expenses (such as management fees).  The Fund is a no-load mutual fund.

Shareholder Transaction Expenses

(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases	None
Maximum deferred sales charge (load)	None
Redemption fee (1)	None

Annual Fund Operating Expenses

(expenses deducted from Fund assets)

Management Fee (2)	0.68%
Other Expenses	0.47%
Acquired Fund Fees and Expenses (“AFFE”) (3)	0.02%
Total Annual Fund Operating Expenses	1.17%
Expense Reimbursement (4)	0.00%
Net Annual Fund Operating Expenses	1.17%

(1) Shareholders will be charged a fee by the Fund’s transfer agent (the “Transfer Agent”) for outgoing wire transfers, returned checks and stop payment orders.

(2) The Advisor’s management fee is 0.75% on the first $20 million of the Fund’s average daily net assets and 0.60% on average daily net assets over $20 million.

(3) The Fund is required to disclose AFFE in the above fee table.  AFFE are indirect fees that the Fund incurs from investing in the shares of other mutual funds or exchange-traded funds (“Acquired Funds”).  These indirect fees represent a pro rata portion of the cumulative expenses charged by the Acquired Funds.   The Total Annual Fund Operating Expenses in the table above do not correlate to the Ratio of Expenses to Average Net Assets Before Expense Reimbursement/Recoupment found within the “Financial Highlights” section of this prospectus, which reflects the operating expenses of the Fund and does not include AFFE.  Without AFFE, the Total Annual Fund Operating Expenses would have been 1.15%.

(4) The Advisor has contractually agreed to waive its fees and/or pay Fund expenses (excluding AFFE, interest, taxes and extraordinary expenses) in order to limit Net Annual Fund Operating Expenses for shares of the Fund to 1.15% of the Fund’s average daily net assets (the “Expense Cap”).  The Expense Cap will remain in effect indefinitely and may be terminated only by the Trust’s Board of Trustees (the “Board”). The Advisor may request recoupment of previously waived and absorbed fees and expenses from the Fund for three years from the date they were waived or reimbursed provided that any such recoupment during any fiscal year will not cause the Fund’s Net Annual Fund Operating Expenses to exceed the Expense Cap.  Any such recoupment is subject to the Board’s review and approval.

Example

The example below is intended to help you compare the costs of investing in the Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods indicated and that you then redeem all of your shares at the end of those periods.  The example also assumes that your investment has a 5% return each year, that dividends and distributions are reinvested, and that the Fund’s operating expenses remain the same.

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Please note that the figures below are based on the Fund’s net expenses as limited by the Expense Cap described above, but including AFFE.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years	5 Years	10 Years
$119	$372	$644	$1,420

Investment Objective, Principal Investment Strategies,

Related Risks, and Disclosure of Portfolio Holdings

Investment Objective

The Fund seeks long-term growth of capital.  Of course, there can be no guarantee that the Fund will achieve its investment objective.

Principal Investment Strategies

The Advisor pursues the Fund’s investment objective by investing primarily in the equity securities of domestic companies that exhibit the potential for significant appreciation over the long-term.  The Advisor defines the long-term as a time horizon of at least five years.  The Fund emphasizes the purchase of equity securities, including common stocks, preferred stocks, warrants and other equity securities that, in the Advisor’s opinion, offer the possibility of capital growth.  Other equity securities may include stock rights, exchange-traded funds, tracking stocks and equity securities that have yet to be created.  The Fund may invest in companies of any size, from larger, well-established companies to smaller companies.  Under normal market conditions, at least 80% of the Fund’s net assets will be invested in equity securities.  The Fund will not borrow for investment purposes.  Should the Advisor determine that the Fund would benefit from reducing the percentage of assets invested in equity securities from 80% to a lesser amount, the Fund will provide you with at least 60 days’ notice of such change.

The Advisor generally makes use of fundamental analytical techniques to determine the value of a company and then compares the value to the company’s current market price.  Companies that are trading at compelling discounts to the Advisor’s assessment of value become candidates for investment by the Fund.  The valuation techniques employed by the Advisor include, but are not limited to, discounted cash flow analysis and assessment of a company’s private market value.  In evaluating companies for purchase, the Advisor prefers companies that exhibit some or all of the following characteristics:

·   Generates high cash flow returns on investment;

·   Generates excess cash beyond operating needs;

·   Strong franchise or market niche;

·   Highly qualified management;

·   Management ownership of stock and a shareholder orientation; and

·   Consistency in following through on a clearly articulated business plan.

The Advisor will consider the sale of a security from the Fund’s portfolio when the reasons for the original purchase no longer apply.  Reasons for a sale include, but are not limited to:

·   A deterioration of a company’s fundamentals or changes in its industry;

·   A lack of confidence in a company’s management; and

·   A company’s market price rises to a level that does not provide adequate appreciation potential.

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In pursuing the Fund’s investment objective, the Advisor may invest in fixed-income securities when, due to market conditions, the Advisor believes fixed-income securities provide a better risk/reward profile than equity securities.  Fixed-income securities will primarily consist of obligations of the U.S. Government and its agencies.  The Advisor makes its purchase decisions by analyzing the credit quality of the debt issuer.  From time to time, the Advisor will invest in corporate debt obligations, including convertible bonds.  For corporate debt obligations, the Advisor analyzes interest coverage ratios, debt to equity ratios, cash flow characteristics and liquidation value of the bond issuer.  These factors are continually reviewed and, if not met consistently, a fixed-income holding will be considered for sale.  It is expected that fixed-income securities in the Fund’s portfolio will have an average maturity shorter than ten years.

The fixed-income securities held by the Fund will generally be rated at least “investment grade” by one or more nationally recognized statistical ratings organizations, such as Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.  Investment grade is a rating “BBB” or above by Standard & Poor’s Ratings Group or “Baa” or above by Moody’s Investors Service, Inc. The Advisor may also purchase fixed-income securities that are unrated but are believed by the Advisor to be comparable to investment grade.  However, up to 5% of the Fund’s net assets may be invested in fixed-income securities rated “BB” by the Standard & Poor’s Ratings Group or lower or, if unrated, of comparable quality.  Such lower rated securities, often referred to as “junk bonds,” may be considered speculative.

The Fund may also invest a portion of its assets in the stock of REITs.  The Fund will typically invest up to 5% of its net assets in REITs, but the Fund can invest up to 20% of its net assets in REITs if REIT valuations and fundamental prospects are compelling.  REITs can be characterized as equity REITs, mortgage REITs and hybrid REITs.  An equity REIT invests primarily in the fee ownership and other direct investments in land and buildings and derives its income primarily from rental income.  An equity REIT may also realize capital gains (or losses) by selling real estate properties in its portfolio that have appreciated (or depreciated) in value.  A mortgage REIT invests primarily in mortgages secured by real estate, which may secure construction, development, mezzanine or long-term loans.  A mortgage REIT generally derives its income from interest payments on the credit it has extended.  A hybrid REIT combines the characteristics of equity REITs and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate. Please note that REIT dividends are taxed as ordinary income.

The Advisor may also purchase and write call and put options on securities and securities indices for hedging purposes.

The Advisor’s investment process anticipates a time horizon of three to five years when purchasing an equity security of a company.  While there are no limits on portfolio turnover and the Advisor will sell portfolio holdings whenever the Advisor believes the sales would benefit the Fund, it is not expected that the Fund will regularly have a high rate of portfolio turnover.  A high rate of portfolio turnover is 100% or more.

The Fund may temporarily depart from its principal investment strategies by making short-term investments in cash and cash equivalents, such as certificates of deposit, bankers’ acceptances, time deposits, commercial paper, short-term notes, or money market instruments in response to adverse market, economic or political conditions, or when the Fund experiences periods of heavy cash inflows from shareholders purchasing Fund shares.  This may result in the Fund not achieving its investment objective and the Fund’s performance may be negatively affected as a result.  To the extent that the Fund uses a money market fund for its cash position, there will be some duplication of expenses because the Fund would bear its pro rata portion of such money market fund’s advisory fees and operational expenses.

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Principal Risks of Investing in the Fund

Management Risk.  Management risk means that your investment in the Fund varies with the success or failure of the Advisor’s investment strategies and the Advisor’s research, analysis and security selection decisions.  If the Advisor’s investment strategies do not produce the expected results, your investment could be diminished or even lost.

Market Risk.   The value of a share of the Fund - its “net asset value per share” or “NAV per share” - depends upon the market value of all of the Fund’s investments.  The principal risk of investing in the Fund is that the market value of securities held by the Fund will move up and down.  These up and down fluctuations, which can occur rapidly and unpredictably, may cause the Fund’s investments to be worth less than the price originally paid, or less than they were worth at an earlier time; this in turn will affect the Fund’s net asset value per share.  Market risk may affect a single company, industry, sector of the economy or the market as a whole.  Recently, the financial markets have experienced a period of extreme stress which has resulted in unusual and extreme volatility in the equity markets and in the prices of individual stocks.  In some cases, the prices of stocks of individual companies have been negatively impacted even though there may be little or no apparent degradation in the financial conditions or prospects of that company.  These market conditions add significantly to the risk of short-term volatility of the Fund.

Small and Medium-Sized Companies Risk.  Investing in securities of small and medium-sized companies may involve greater risk than investing in larger and more established companies because they can be subject to more abrupt or erratic share price changes than larger, more established companies.  Small companies may have limited product lines, or limited market or financial resources and their management may be dependent on a limited number of key individuals.  Securities of these companies may have limited market liquidity and their prices may be more volatile.

Fixed-Income Securities Risk.  The market value of fixed-income securities is sensitive to prevailing interest rates.  In general, when interest rates rise, the fixed-income security’s market value declines and when interest rates decline, its value rises.  Normally, the longer the remaining maturity of a security, the greater the effect of interest rate changes on the market value of the security.  In addition, changes in the ability of an issuer to make payments of interest and principal and in the market’s perception of an issuer’s creditworthiness affect the market value of fixed-income securities of that issuer.

Real Estate Investment Trust (REIT) Risk.   Some of the risks of equity, mortgage and hybrid REITs are that their performance depends on how well the REIT’s properties or mortgage portfolios are managed.  An equity REIT holds equity positions in real estate and provides its shareholders with income from the leasing of its properties and capital gains from any sale of properties.  Accordingly, equity REITs may be affected by any changes in the value of the underlying property owned.  A decline in rental income may occur because of extended vacancies, the failure to collect rents, increased competition from other properties or poor management.  A REIT’s performance also depends on the company’s ability to finance property purchases and renovations and manage its cash flows.  A mortgage REIT specializes in lending money to developers of properties and passes any interest income earned to its shareholders.  Accordingly, mortgage REITs may be affected by the quality of any credit extended.  In addition, the Fund will generally be subject to risks associated with direct ownership of real estate, such as decreases in real estate value or fluctuations in rental income caused by a variety of factors, including, among other things, increases in interest rates, increases in property taxes and other operating costs, casualty or condemnation losses, possible environmental liabilities and changes in supply and demand for properties.

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Options Risk.  Options transactions involve certain risks.  For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between those markets.  A given hedging transaction may not achieve its objectives, resulting in possible losses.  Decisions as to whether and when to use options involve the exercise of skill and judgment and even a well-conceived transaction may be unsuccessful because of market behavior or unexpected events.  Options markets may not be liquid in all circumstances and the Fund may not be able to complete or neutralize an options transaction in the manner desired. Covered call options enhance Fund income by the generation of premiums upon the sale of the options, but may result in the Fund’s losing the benefit of a portion of the appreciation in the underlying equity security to the extent the value increases to an amount in excess of the option exercise price.

Call option premiums received by the Fund will be recognized upon exercise, lapse or other disposition of the option and generally will be treated by the Fund as short-term capital gain or loss. Options on indices may be governed by Internal Revenue Code Section 1256 and are treated partly as a long-term gain or loss (60% of the gain or loss) and partly as a short-term gain or loss (40% of the gain or loss).

Portfolio Holdings Information

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s Statement of Additional Information (the “SAI”). Currently, disclosure of the Fund’s holdings is required to be made quarterly within 60 days of the end of each fiscal quarter in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report on Form N-Q.  The Annual and Semi-Annual Reports are available by contacting the McCarthy Multi-Cap Stock Fund c/o Gemini Fund Services, LLC, 4020 South 147th Street, Suite 2, Omaha, Nebraska 68137 or calling 1-866-811-0228, on the Fund’s website at www.mgamx.com, and on the Securities and Exchange Commission’s (the “SEC’s”) website at www.sec.gov.

Management of the Fund

Investment Advisor

McCarthy Group Advisors, L.L.C. is the investment advisor to the Fund and has been since August 2004.  The Advisor’s address is 1125 South 103rd Street, Suite 250, Omaha, Nebraska, 68124-6019.  The Advisor, a subsidiary of MGA Holdings, LLC, an asset management holding company based in Nebraska, acquired the business of the Fund’s previous investment advisor, McCarthy Group Asset Management, Inc. (“MGAM”), and retained its key investment personnel. MGAM was the advisor to the Fund from inception through July 2004. The Advisor is ultimately responsible for the day-to-day management of the Fund in accordance with the Fund’s investment objective and policies.  The Advisor also furnishes the Fund with office space and certain administrative services and provides most of the personnel needed to fulfill its obligations under its advisory agreement.  For its services, the Fund pays the Advisor a monthly management fee that is calculated at the annual rate of 0.75% on the Fund’s average daily net assets up to $20 million, and 0.60% on the Fund’s average daily net assets over $20 million.  For the fiscal year ended June 30, 2008, the Advisor received advisory fees (net of any waivers) of 0.67% of the Fund’s average daily net assets.

A discussion regarding the basis of the Board’s approval of the Investment Advisory Agreement is available in the Fund’s Semi-Annual Report to shareholders for the most recent fiscal period ended December 31.

Portfolio Manager

Mr. Richard L. Jarvis is primarily responsible for the day-to-day management of the Fund’s portfolio.  Mr. Jarvis owns an interest in MGA Holdings, LLC.  Mr. Jarvis was the Founder of MGAM and is the Chief Investment Officer of the Fund.  He was associated with MGAM since its inception in 1986 where he managed public and private accounts. Mr. Jarvis currently serves on the Board of Directors of MGI Holdings, Inc. and is an indirect owner of the Advisor.  Mr. Jarvis serves as the Chief Investment Officer of the Advisor and has been portfolio manager for the Fund since its inception.

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The SAI provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager and his ownership of securities in the Fund.

Fund Expenses

The Fund is responsible for its own operating expenses.  However, the Advisor has contractually agreed to reduce its fees and/or pay Fund expenses (excluding AFFE, interest, taxes and extraordinary expenses) in order to limit Net Annual Fund Operating Expenses for shares of the Fund to 1.15% of the Fund’s average daily net assets (the “Expense Cap”).  The term of the Fund’s operating expense limitation agreement is indefinite and it can only be terminated upon a vote of the Board. Any reduction in advisory fees or payment of expenses made by the Advisor may be recouped by the Advisor in subsequent fiscal years if the Advisor so requests.  The Advisor is permitted to recoup fee reductions and/or expense payments made in the prior three fiscal years from the date the fees were waived and/or Fund expenses were reimbursed.  Any such recoupment is contingent upon the subsequent review and ratification of the recouped amounts by the Board.  The Fund must pay current ordinary operating expenses before the Advisor is entitled to any recoupment of fees and/or expenses.  This recoupment may be requested by the Advisor if the aggregate amount actually paid by the Fund toward operating expenses for such fiscal year (taking into account the recoupment) does not exceed the Expense Cap.

Shareholder Services

Obtaining Account Information

For additional information regarding your Fund account, please call 1-866-811-0228 between the hours of 8:30 a.m. and 6:00 p.m., Eastern time.  Please note that this service is only for inquiries regarding your Fund account and not for the purchase or sale of Fund shares.

How to Buy Shares

The minimum initial investment in the Fund is $1,000.  The minimum subsequent investment in the Fund is $100.  The minimum investment requirements may be waived from time to time by the Fund.

In compliance with the USA PATRIOT Act of 2001, please note that the Fund’s Transfer Agent, Gemini Fund Services, LLC, will verify certain information on your account application as part of the Fund’s Anti-Money Laundering Program.  As requested on the application, you should provide your full name, date of birth, social security number and permanent street address.  Mailing addresses containing only a P.O. Box will not be accepted.  Please contact the Transfer Agent at 1-866-811-0228 if you need additional assistance when completing your application.

You may purchase shares of the Fund by check, telephone or wire payment.

By Check

All purchases by check must be in U.S. dollars.  Payment should be made by check drawn on a U.S. bank, savings and loan, or credit union, or sent by wire transfer.  Checks should be made payable to “McCarthy Multi-Cap Stock Fund.”  The Fund will not accept payment in cash, including cashier’s check or money order.  Also, to prevent check fraud, the Fund will not accept third party checks, U.S. Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares.  If your payment is not received or if you pay with a check that does not clear, your purchase will be canceled.  A charge may be imposed if your check does not clear.  The Fund is not required to issue share certificates and its shares are not registered for sale outside of the United States.  The Fund reserves the right to reject any purchase in whole or in part.

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If you are making an initial investment in the Fund, simply complete the account application included with this Prospectus and mail or overnight deliver (such as FedEx) it with a check (made payable to “McCarthy Multi-Cap Stock Fund”) to:

McCarthy Multi-Cap Stock Fund

c/o Gemini Fund Services, LLC

4020 South 147th Street, Suite 2

Omaha, Nebraska 68137

If you are making a subsequent purchase, please include the stub attached to the account statement you receive after each transaction.  Detach the stub from the statement and mail it together with a check made payable to “McCarthy Multi-Cap Stock Fund” in the envelope provided with your statement to the address noted above.  Your account number should be written on the check.

NOTE: The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents.

By Telephone

If you have completed the “Telephone Options” section of the account application and your account has been open for at least 15 days, you may purchase additional shares of the Fund by calling toll free at 1-866-811-0228.  Telephone orders will be processed via electronic funds transfer from your pre-designated bank account through the Automated Clearing House (“ACH”) network.  You must have banking information established on your account prior to making a purchase by telephone.  Only bank accounts held at domestic institutions that are ACH members may be used for telephone purchase transactions.  If your order is received prior to 4:00 p.m., Eastern time on a day when the NYSE is open, shares will be purchased at the NAV next calculated on that day.  For security reasons, requests by telephone may be recorded.

When you establish telephone privileges, you are authorizing the Fund and the Transfer Agent to act upon the telephone instructions of the person or persons you have designated on your account application.  Such persons may request that the shares in your account be redeemed.

Before executing an instruction received by telephone, the Fund and the Transfer Agent will use reasonable procedures to confirm that the telephone instructions are genuine.  These procedures may include recording the telephone call and asking the caller for a form of personal identification.  If the Fund and the Transfer Agent follow these procedures, they will not be liable for any loss, expense, or cost arising out of any telephone purchase or redemption request that is reasonably believed to be genuine.  This includes any fraudulent or unauthorized request.

By Wire

If you are making your first investment in the Fund, before you wire funds, the Transfer Agent must have a completed account application.  You can mail or overnight deliver your account application to the Transfer Agent at the above address.  Upon receipt of your completed account application, the Transfer Agent will establish an account for you.  Once your account is established, you may instruct your bank to send the wire payment.  Your bank must include both the name of the Fund you are purchasing and your name so that monies can be correctly applied.  Your bank should transmit immediately available funds by wire.  Please call the Transfer Agent at 1-866-811-0228 to obtain wiring instructions.

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If you are making a subsequent purchase, your bank should wire funds as indicated above.  Before each wire purchase, you should be sure to notify the Transfer Agent.  It is essential that your bank include complete information about your account in all wire transactions.  If you have questions about how to invest by wire payment, you may call the Transfer Agent.  Your bank may charge you a fee for sending a wire payment to the Fund.

You may buy and sell shares of the Fund through certain brokers (and their agents) that have made arrangements with the Fund to sell its shares.  When you place your order with such a broker or its authorized agent, your order is treated as if you had placed it directly with the Transfer Agent, and you will pay or receive the next price calculated by the Fund.  The broker (or agent) holds your shares in an omnibus account in the broker’s (or agent’s) name, and the broker (or agent) maintains your individual ownership records.  The Advisor may pay the broker (or its agent) for maintaining these records as well as providing other shareholder services.  The broker (or its agent) may charge you a fee for handling your order.  The broker (or agent) is responsible for processing your order correctly and promptly, keeping you advised regarding the status of your individual account, confirming your transactions and ensuring that you receive copies of the Fund’s prospectus.

Automatic Investment Plan

You may make regular monthly investments in the Fund using the Automatic Investment Plan. In order to participate in the Automatic Investment Plan, your financial institution must be an Automated Clearing House (“ACH”) member.  An ACH debit is drawn electronically against your account at a financial institution of your choice.  Upon receipt of the withdrawn funds, the Fund automatically invests the money in additional shares of the Fund at the next calculated NAV per share. There is no charge by the Fund for this service.  The Fund may terminate or modify this privilege at any time.  You may terminate or modify your participation by notifying the Transfer Agent five days prior to the effective date.  Once the initial minimum investment of $1,000 for regular accounts and individual retirement accounts (“IRAs”) is made, the subsequent minimum monthly investment amount is $100.  A request to change bank information will require a Medallion signature guarantee.  Additionally, the Transfer Agent will charge a $25 fee for any payment returned as unpaid.  To establish the Automatic Investment Plan, an investor must complete the appropriate sections of the account application form.  For additional information on the Automatic Investment Plan, please call the Transfer Agent at 1-866-811-0228.

Retirement Plans

The Fund offers an IRA plan.  You may obtain information about opening an IRA account by calling 1-866-811-0228.  If you wish to open a Keogh, Section 403(b) or other retirement plan, please contact your financial intermediary.

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How to Sell Shares

You may sell (redeem) your Fund shares on any day the Fund and the New York Stock Exchange (“NYSE”) are open for business either directly to the Fund or through your financial intermediary.

In Writing

You may redeem your shares by simply sending a written request to the Transfer Agent.  You should provide your account number and state whether you want all or some of your shares redeemed.  The letter should be signed by all of the shareholders whose names appear on the account registration.  You should send your redemption request to:

McCarthy Multi-Cap Stock Fund

c/o Gemini Fund Services, LLC

4020 South 147th Street, Suite 2

Omaha, Nebraska 68137

By Telephone

If you complete the Telephone Options portion of the account application, you may redeem all or some of your shares by calling the Transfer Agent at 1-866-811-0228 before the close of trading on the NYSE.  This is normally 4:00 p.m., Eastern time.  Redemption proceeds will be processed on the next business day and sent to the address that appears on the Transfer Agent’s records or via ACH to a previously established bank account.  If you request, redemption proceeds will be wired on the next business day to the bank account you designated on the account application.  The minimum amount that may be wired is $1,000.  Wire charges, if any, will be deducted from your redemption proceeds.  Telephone redemptions cannot be made if you notify the Transfer Agent of a change of address within 15 days before the redemption request.  If you have a retirement account, you may not redeem your shares by telephone.

You may request telephone redemption privileges after your account is opened by calling the Transfer Agent at 1-866-811-0228 for instructions.

You may encounter higher than usual call wait times during periods of high market activity.  Please allow sufficient time to ensure that you will be able to complete your telephone transaction prior to market close.  If you are unable to contact the Fund by telephone, you may mail your redemption request in writing to the address noted above.

Payment of your redemption proceeds will be made promptly, but not later than seven days after the receipt of your written request in proper form.  If you made your initial investment by wire, payment of your redemption proceeds for those shares will not be made until one business day after your completed account application is received by the Fund.  If you did not purchase your shares with a certified check or wire payment, the Fund may delay payment of your redemption proceeds for up to 15 days from purchase or until your check has cleared, whichever occurs first.

The Fund may redeem the shares in your account if the value of your account is less than $1,000 as a result of redemptions you have made.  This does not apply to retirement plan or Uniform Gifts or Transfers to Minors Act accounts.  You will be notified that the value of your account is less than $1,000 before the Fund makes an involuntary redemption.  You will then have 30 days in which to make an additional investment to bring the value of your account to at least $1,000 before the Fund takes any action.

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Medallion Signature Guarantees

A Medallion signature guarantee of each shareholder is required to redeem shares in the following situations:

·   If you change ownership on your account;

·   When you want the redemption proceeds sent to a different address than that registered on the account;

·   If the proceeds are to be made payable to someone other than the account’s owner(s);

·   Any redemption transmitted by federal wire transfer to a bank other than your bank of record;

·   If a change of address request has been received by the Transfer Agent within the last 15 days; and

·   For all redemptions over $100,000 from any shareholder account.

A Medallion signature guarantee assures that a signature is genuine.  The Medallion signature guarantee protects shareholders from unauthorized account transfers.  The following institutions may guarantee signatures:  banks, savings and loan associations, trust companies, credit unions, broker-dealers, and member firms of national securities exchanges.  Call your financial institution to see if they have the ability to guarantee a signature.  A Medallion signature guarantee cannot be provided by a notary public.

Systematic Withdrawal Plan (“SWP”)

As another convenience, you may redeem your Fund shares through the Systematic Withdrawal Plan.  Under the SWP, shareholders or their financial intermediaries may request that a payment drawn in a predetermined amount be sent to them on a monthly, quarterly or annual basis.  In order to participate in the SWP, your account balance must be at least $10,000 and each withdrawal amount must be for a minimum of $100.  If you elect this method of redemption, the Fund will send a check directly to your address of record or will send the payment directly to your bank account via electronic funds transfer through the ACH network.  For payment through the ACH network, your bank must be an ACH member and your bank account information must be previously established on your account. The SWP may be terminated at any time by the Fund.  You may also elect to terminate your participation in the SWP at any time by writing to the Transfer Agent at:

McCarthy Multi-Cap Stock Fund

c/o Gemini Fund Services, LLC

4020 South 147th Street, Suite 2

Omaha, Nebraska 68137

A withdrawal under the SWP involves a redemption of shares and may result in a gain or loss for federal income tax purposes.  In addition, if the amount withdrawn exceeds the dividends credited to your account, the account ultimately may be depleted. To establish a SWP, an investor must complete the appropriate sections of the account application form.  For additional information on the SWP, please call the Transfer Agent at 1-866-811-0228.

Redemption “In-Kind”

The Fund reserves the right to pay redemption proceeds to you in whole or in part by a distribution of securities from the Fund’s portfolio (a “redemption in-kind”).  It is not expected that the Fund would do so except during unusual market conditions.  If the Fund pays your redemption proceeds by a distribution of securities, you could incur brokerage or other charges in converting the securities to cash and will bear any market risks associated with such securities until they are converted into cash.

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Pricing of Fund Shares

Shares of the Fund are sold at NAV per share, which is calculated for the Fund as of the close of regular trading (generally, 4:00 p.m. Eastern time) on each day that the New York Stock Exchange (“NYSE”) is open for unrestricted business.  However, the Fund’s NAV may be calculated earlier if trading on the NYSE is restricted or as permitted by the SEC.  The NYSE is closed on weekends and most national holidays.  The NAV will not be calculated on days when the NYSE is closed for trading.

Purchase and redemption requests are priced at the next NAV per share calculated after receipt of such requests.  The NAV is the value of the Fund’s securities, cash and other assets, minus all expenses and liabilities.  NAV per share is determined by dividing NAV by the number of shares outstanding.  The NAV takes into account the expenses and fees of the Fund, including management, fund accounting and fund administration fees, which are accrued daily.

In calculating the NAV, portfolio securities are valued using current market values or official closing prices, if available.  Each security owned by the Fund that is listed on a securities exchange is valued at its last sale price on that exchange on the date as of which assets are valued.  Where the security is listed on more than one exchange, the Fund will use the price of the exchange that the Fund generally considers to be the principal exchange on which the security is traded.  When market quotations are not readily available, a security or other asset is valued at its fair value as determined under procedures approved by the Board.  These fair value procedures will also be used to price a security when corporate events, events in the securities market and/or world events cause the Advisor to believe that a security’s last sale price may not reflect its actual market value.  The intended effect of using fair value pricing procedures is to ensure that the Fund’s securities are accurately priced.  The Board will regularly evaluate whether the Fund’s fair valuation pricing procedures continue to be appropriate in light of the specific circumstances of the Fund and the quality of prices obtained through their application by the Trust’s valuation committee.

When fair value pricing is employed, the prices of securities used to calculate the Fund’s NAV may differ from quoted or published prices for the same securities.  Due to the subjective and variable nature of fair value pricing, it is possible that the fair value determined for a particular security may be materially different from the price of the security quoted or published by others or the value when trading resumes or realized upon its sale.  Therefore, if a shareholder purchases or redeems shares in the Fund when it holds securities priced at a fair value, this may have the unintended effect of increasing or decreasing the number of shares received in a purchase or the value of the proceeds received upon a redemption.

In the case of foreign securities, the occurrence of certain events after the close of foreign markets, but prior to the time the Fund’s NAV is calculated (such as a significant surge or decline in the U.S. or other markets) often will result in an adjustment to the trading prices of foreign securities when foreign markets open on the following business day.  If such events occur, the Fund will value foreign securities at fair value, taking into account such events, in calculating the NAV.  In such cases, use of fair valuation can reduce an investor’s ability to seek to profit by estimating the Fund’s NAV in advance of the time the NAV is calculated.  The Advisor anticipates that the Fund’s portfolio holdings will be fair valued only if market quotations for those holdings are considered unreliable.

Distributor

Quasar Distributors, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, is the distributor for the shares of the Fund (“Distributor”).  The Distributor is a registered broker-dealer and a member of the Financial Industry Regulatory Authority (“FINRA”).  Shares of the Fund are offered on a continuous basis.

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Tools to Combat Frequent Transactions

The Fund discourages excessive, short-term trading and other abusive trading practices that may disrupt portfolio management strategies and harm the Fund’s performances. The Fund’s Board has developed and approved a market timing policy which takes steps to reduce the frequency and effect of these activities in the Fund. These steps include monitoring trading activity and using fair value pricing. Although these efforts (which are described in more detail below) are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that such activity may occur. Further, while the Fund makes efforts to identify and restrict frequent trading, the Fund receives purchase and sale orders through financial intermediaries and cannot always know or detect frequent trading that may be facilitated by the use of intermediaries or the use of group or omnibus accounts by those intermediaries.  The Fund seeks to exercise its judgment in implementing these tools to the best of its abilities in a manner that the Fund believes is consistent with shareholder interests.

Monitoring Trading Practices

The Fund monitors selected trades in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the Fund believes that a shareholder has engaged in excessive short-term trading, it may, in its discretion, ask the shareholder to stop such activities or refuse to process purchases in the shareholder’s accounts. In making such judgments, the Fund seeks to act in a manner that it believes is consistent with the best interests of shareholders.  Due to the complexity and subjectivity involved in identifying abusive trading activity and the volume of shareholder transactions the Fund handles, there can be no assurance that the Fund’s efforts will identify all trades or trading practices that may be considered abusive. In addition, the Fund’s ability to monitor trades that are placed by individual shareholders within group or omnibus, accounts maintained by financial intermediaries is limited because the Fund does not have simultaneous access to the underlying shareholder account information.

In compliance with Rule 22c-2 of the Investment Company Act of 1940, as amended, the Distributor on behalf of the Fund, has entered into written agreements with each of the Fund’s financial intermediaries, under which the intermediary must, upon request, provide the Fund with certain shareholder and identity trading information so that the Fund can enforce its market timing policies.

Fair Value Pricing

The Fund employs fair value pricing selectively to ensure greater accuracy in its daily NAV and to prevent dilution by frequent traders or market timers who seek to take advantage of temporary market anomalies.  The Board has developed procedures which utilize fair value pricing when reliable market quotations are not readily available or the Fund’s pricing service does not provide a valuation (or provides a valuation that in the judgment of the Advisor to the Fund does not represent the security's fair value), or when, in the judgment of the Advisor, events have rendered the market value unreliable. Valuing securities at fair value involves reliance on judgment. Fair value determinations are made in good faith in accordance with procedures adopted by the Board and are reviewed by the Board. There can be no assurance that the Fund will obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the Fund determines its NAV per share.  Fair value pricing may be applied to non-U.S. securities.  Other types of securities that the Fund may hold for which fair value pricing might be required include, but are not limited to: (a) investments which are not frequently traded and/or the market price of which the Advisor believes may be stale; (b) illiquid securities, including “restricted” securities and private placements for which there is no public market; (c) securities of an issuer that has entered into a restructuring; (d) securities whose trading has been halted or suspended; and (e) fixed income securities that have gone into default and for which there is not a current market value quotation.

17

Dividends and Distributions

The Fund will make distributions of dividends and capital gains, if any, at least annually, typically in December.  The Fund may make an additional payment of dividends or distributions if it deems it desirable at another time during any year.

All distributions will be reinvested in Fund shares unless you choose one of the following options: (1) receive dividends in cash, while reinvesting capital gain distributions in additional Fund shares; (2) receive all dividends and distributions in cash; or (3) reinvest dividends and receive capital gain distributions in cash.  If you wish to change your distribution option, write to the Transfer Agent in advance of the payment date for the distribution.  Dividends and distributions will be taxable whether paid in cash or reinvested in additional shares.

Tax Matters

The Fund intends to make distributions of dividends and capital gains. In general, Fund distributions are taxable to you (unless your investment is through a qualified retirement plan), as either ordinary income, or under current law as, qualified dividend income, or capital gain.  Dividends are taxable to you as ordinary income or qualified dividend income.  Fund distributions of short-term capital gains are taxable to you as ordinary income.  Fund distributions of long-term capital gains are taxable as long-term capital gain no matter how long you owned your shares.  A portion of the income dividends paid to you by a Fund may be qualified dividends eligible for taxation at long-term capital gain rates under current law.  You will be taxed in the same manner whether you receive your dividends and capital gain distributions in cash or reinvest them in additional Fund shares. Please note that REIT dividends (and Fund dividends attributable thereto) are generally taxed as ordinary income.  REITs may distribute capital gains.

Each year, you will receive a statement that shows the tax status of distributions you received the previous year.  Distributions declared in October, November or December but paid in January are taxable as if they were paid in December.

If you redeem your Fund shares, part of your redemption proceeds may represent your allocable share of the distributions made by the Fund relating to that tax year.  You will be informed annually of the amount and nature of the Fund’s distributions.  If you sell your Fund shares, it is considered a taxable event for you.  Depending on the purchase price and the sale price of the shares you sell, you may have a gain or a loss on the transaction.  You are responsible for any tax liabilities generated by your transaction.

By law, the Fund must withhold a percentage of your taxable distributions and redemption proceeds if you do not provide your correct social security or taxpayer identification number and certify that you are not subject to backup withholding, or if the IRS instructs the Fund to do so.

Because everyone’s tax situation is unique, always consult your tax professional about federal, state, local or foreign tax consequences of an investment in the Fund.

General Transaction Policies

Some of the following policies are mentioned above.  In general, the Fund reserves the right to:

·   Vary or waive any minimum investment requirement;

·   Refuse, change, discontinue, or temporarily suspend account services, including telephone purchase or redemption privileges, for any reason;

18

·   Reject any purchase request for any reason.  Generally, the Fund does this if the purchase is disruptive to the efficient management of the Fund (due to the timing of the investment or an investor’s history of excessive trading);

·   Redeem all shares in your account if your balance falls below the Fund’s minimum initial investment requirement due to redemption activity.  If, within 30 days of the Fund’s written request, you have not increased your account balance, you may be required to redeem your shares.  The Fund will not require you to redeem shares if the value of your account drops below the investment minimum due to fluctuations of NAV;

·   Delay paying redemption proceeds for up to seven calendar days after receiving a request, if an earlier payment could adversely affect the Fund; and

·   Reject any purchase or redemption request that does not contain all required documentation.

If you elect telephone privileges on the account application or in a letter to the Fund, you may be responsible for any fraudulent telephone orders as long as the Fund has taken reasonable precautions to verify your identity.  In addition, once you place a telephone transaction request, it cannot be canceled or modified.

Telephone trades must be received by or prior to market close.  During periods of high market activity, shareholders may encounter higher than usual call wait times.  Please allow sufficient time to ensure that you will be able to complete your telephone transaction prior to market close.

Your financial intermediary may establish policies that differ from those of the Fund.  For example, the organization may charge transaction fees, set higher minimum investments, or impose certain limitations on buying or selling shares in addition to those identified in this Prospectus.  Contact your financial intermediary for details.

19

Financial Highlights

The financial highlights table below is intended to help you understand the financial performance of the Institutional Class of shares of the Fund for the past five fiscal years ended June 30.  Certain information reflects the financial results for a single Fund share.  The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund assuming reinvestment of all dividends and distributions.  This information has been audited by the Fund’s independent registered public accounting firm, Tait, Weller and Baker LLP, whose report, along with the Fund’s financial statements, are included in the Fund’s Annual Report dated June 30, 2008, which is available free of charge upon request.

McCarthy Multi-Cap Stock Fund

For a Fund share outstanding throughout the year

	Years Ended June 30,
	2008			2007			2006			2005			2004
Net asset value, beginning of year	$	12.51		$	11.54		$	11.46		$	10.54		$	8.77
Income from investment operations:
Net investment income/(loss)		0.02			0.06			(0.01	)		(0.03	)		(0.06	)
Net realized and unrealized gain/(loss) on investments and option contracts written		(1.07	)		1.47			0.73			0.95			1.83
Total from investment operations		(1.05	)		1.53			0.72			0.92			1.77
Less distributions to shareholders:
From net investment income		(0.05	)		(0.02	)		—			—			—
From net realized gain on investments and option contracts written		(1.11	)		(0.54	)		(0.64	)		—			—
Total distributions		(1.16	)		(0.56	)		(0.64	)		—			—
Net asset value, end of year	$	10.30		$	12.51		$	11.54		$	11.46		$	10.54
Total return		(8.87	%)		13.51	%		6.18	%		8.73	%		20.18	%
Supplemental data and ratios:
Net assets, end of year (in millions)	$	36.9		$	44.7		$	39.6		$	35.0		$	31.2
Ratio of net expenses to average net assets:
Before expense reimbursement/recoupment		1.15	%		1.11	%		1.43	%		1.47	%		1.51	%
After expense reimbursement/ recoupment		1.15	%		1.15	%		1.22	%1		1.25	%		1.25	%
Ratio of net investment income/(loss) to average net assets:
Before expense reimbursement/recoupment		0.19	%		0.57	%		(0.26	%)		(0.53	)%		(0.84	)%
After expense reimbursement/recoupment		0.19	%		0.53	%		(0.05	%)1		(0.31	)%		(0.58	)%
Portfolio turnover rate		104	%		62	%		75	%		61	%		51	%

1 Effective April 6, 2006, the Advisor contractually agreed to lower the net annual operating expense limit to 1.15%.

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PRIVACY NOTICE

The Fund collects non-public information about you from the following sources:

·   Information we receive about you on applications or other forms;

·   Information you give us orally; and

·   Information about your transactions with us or others.

We do not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated parties and unaffiliated third parties with whom we have contracts for servicing the Fund.  We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities.  We maintain physical, electronic and procedural safeguards to guard your non-public personal information and require third parties to treat your non-public information with the same high degree of confidentiality.

If you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your nonpublic personal information would be shared by those entities with unaffiliated third parties.

THIS PAGE IS NOT A PART OF THE PROSPECTUS

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McCarthy Multi-Cap Stock Fund

a series of Advisors Series Trust

For investors who want more information about the Fund, the following documents are available free upon request:

Annual and Semi-Annual Reports: Additional information about the Fund’s investments is available in the Fund’s Annual and Semi-Annual Reports to shareholders (collectively, the “Shareholder Reports”).  The Annual Report includes a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

Statement of Additional Information (SAI): The SAI provides more detailed information about the Fund and is incorporated by reference into this Prospectus.

You can obtain free copies of the Shareholder Reports and the SAI on the Fund’s website at www.mgamx.com and by contacting the Fund at the address or telephone number below.  Also, you can request other information and discuss your questions about the Fund by contacting the Fund at:

McCarthy Multi-Cap Stock Fund

c/o Gemini Fund Services, LLC

4020 South 147th Street, Suite 2

Omaha, Nebraska 68137

Telephone: 1-866-811-0228

www.mgamx.com

You can review and copy information including the Shareholder Reports and the SAI at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C.  You can obtain information on the operation of the Public Reference Room by calling (202) 551-8090.  Reports and other information about the Fund are also available:

·   Free of charge from the Commission’s EDGAR database on the Commission’s Internet web site at http://www.sec.gov, or

·   For a fee, by writing to the Public Reference Section of the Commission, Washington, DC 20549-0213, or

·   For a fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

(The Trust’s SEC Investment Company Act

file number is 811-07959.)

22

STATEMENT OF ADDITIONAL INFORMATION

October 28, 2008

McCarthy Multi-Cap Stock Fund,

a series of Advisors Series Trust

615 East Michigan Street

Milwaukee, Wisconsin 53202

1-866-811-0228

This Statement of Additional Information (“SAI”) is not a prospectus and it should be read in conjunction with the Prospectus dated October 28, 2008, as may be revised, of the McCarthy Multi-Cap Stock Fund (the “Fund”), a series of Advisors Series Trust (the “Trust”) Institutional Class shares of the Fund.  McCarthy Group Advisors, L.L.C. (the “Advisor”) is the Fund’s investment advisor.  A copy of the Fund’s Prospectus is available by calling the number listed above.

The Fund’s financial statements for the fiscal year ended June 30, 2008, contained in the Fund’s Annual Report dated June 30, 2008, are incorporated by reference into this SAI.  A copy of the Annual Report may be obtained without charge by calling or writing the Fund as shown above or by visiting the Fund’s website at www.mgamx.com.

TABLE OF CONTENTS

The Trust	2
Investment Policies	2
Investment Restrictions	16
Trustees and Executive Officers	18
The Fund’s Investment Advisor	23
Portfolio Manager	25
The Fund’s Service Providers	26
The Fund’s Distributor	27
Execution of Portfolio Transactions	28
Portfolio Turnover	30
Proxy Voting Policy	30
Additional Purchase and Redemption Information	31
Anti-Money Laundering Program	34
Portfolio Holdings Information	34
Determination of Share Price	36
Distributions and Tax Information	37
General Information	40
Financial Statements	42
Appendix A	43
Appendix B	46

THE TRUST

The Trust is a Delaware statutory trust organized under the laws of the State of Delaware on October 3, 1996, and is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company.  The Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”) permits the Trust’s Board of Trustees (the “Board” or the “Trustees”) to issue an unlimited number of full and fractional shares of beneficial interest, par value $0.01 per share, which may be issued in any number of series.  The Trust consists of various series that represent separate investment portfolios.  The Board may from time to time issue other series, the assets and liabilities of which will be separate and distinct from any other series. This SAI relates only to the Fund.

Registration with the SEC does not involve supervision of the management or policies of the Fund.  The Prospectus of the Fund and this SAI omit certain of the information contained in the Registration Statement filed with the SEC.  Copies of such information may be obtained from the SEC upon payment of the prescribed fee or may be accessed free of charge at the SEC’s website at www.sec.gov.

The McCarthy Fund commenced operations on August 6, 2001 as a series of the Trust for Investment Managers (the “Predecessor Fund”).  On June 7, 2002, the Predecessor Fund reorganized into the Fund, a newly formed series of the Trust.  In September 2004, the Fund changed its name from the McCarthy Fund to the McCarthy Multi-Cap Stock Fund.

INVESTMENT POLICIES

The Fund is diversified (see fundamental investment restriction No. 7 under “Investment Restrictions”).  Under applicable federal laws, the diversification of a mutual fund’s holdings is measured at the time the fund purchases a security.  However, if a fund purchases a security and holds it for a period of time, the security may become a larger percentage of the fund’s total assets due to movements in the financial markets.  If the market affects several securities held by a fund, the fund may have a greater percentage of its assets invested in securities of fewer issuers.  Then a fund is subject to the risk that its performance may be hurt disproportionately by the poor performance of relatively few securities despite the fund qualifying as a diversified fund under applicable federal laws.

The following information supplements the discussion of the Fund’s investment objective and policies as set forth in its Prospectus.  There can be no guarantee that the Fund’s objective will be attained.

Percentage Limitations

Whenever an investment policy or limitation states a maximum percentage of the Fund’s assets that may be invested in any security or other asset, or sets forth a policy regarding quality standards, such standard or percentage limitation will be determined immediately after and as a result of the Fund’s acquisition or sale of such security or other asset.  Accordingly, except with respect to borrowing and illiquid securities, any subsequent change in values, net assets or other circumstances will not be considered in determining whether an investment complies with the Fund’s investment policies and limitations.  In addition, if a bankruptcy or other extraordinary event occurs concerning a particular investment by the Fund, the Fund may receive stock, real estate or other investments that the Fund would not, or could not buy.  If this happens the Fund would sell such investments as soon as practicable while trying to maximize the return to its shareholders.

B-2

The Fund may invest in the following types of investments, each of which is subject to certain risks, as discussed below:

Equity Securities. Common stocks, preferred stocks, convertible securities and warrants are examples of equity securities in which the Fund may invest.

All investments in equity securities are subject to market risks that may cause their prices to fluctuate over time.  Historically, the equity markets have moved in cycles and the value of the securities in the Fund’s portfolio may fluctuate substantially from day to day.  Owning an equity security can also subject the Fund to the risk that the issuer may discontinue paying dividends.

The effects of the sub-prime mortgage crisis that began to unfold in 2007 continue to manifest in nearly all the sub-divisions of the financial services industry.  Sub-prime mortgage related losses and write downs among investment banks and similar institutions reached significant levels in 2008.  The impact of these losses among traditional banks, investment banks, broker/dealers and insurers has forced a number of large such institutions into either liquidation or combinations, while drastically increasing the volatility of their stock prices.  In some cases, the U.S. government has acted to bail out select institutions, such as insurers, however the risks associated with investment in stocks of such issuers has nonetheless increased substantially.

Congress has recently passed legislation to provide the U.S. Department of the Treasury with the authority to issue up to $700 billion of Treasury securities to finance the purchase of troubled assets from financial institutions.  There can be no assurance that this legislation will cause the risks associated with investment in the stock market in general or in financial services company stocks to decrease.

Common Stock.  A common stock represents a proportionate share of the ownership of a company and its value is based on the success of the company’s business, any income paid to stockholders, the value of its assets, and general market conditions.  In addition to the general risks set forth above, investments in common stocks are subject to the risk that in the event a company in which the Fund invests is liquidated, the holders of preferred stock and creditors of that company will be paid before any payments are made to the Fund as a holder of common stock.  It is possible that all assets of that company will be exhausted before any payments are made to the Fund.

Preferred Stock.   Preferred stocks are equity securities that often pay dividends at a specific rate and have a preference over common stocks in dividend payments and liquidation of assets.  A preferred stock is a blend of the characteristics of a bond and common stock.  It can offer the higher yield of a bond and has priority over common stock in equity ownership, but does not have the seniority of a bond.  Unlike common stock, a preferred stock’s participation in the issuer’s growth may be limited.  Although the dividend is set at a fixed annual rate, it is subject to the risk that the dividend can be changed or omitted by the issuer.

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Convertible Securities and Warrants.   Convertible securities are securities (such as debt securities or preferred stock) that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula.  A convertible security entitles the holder to receive interest paid or accrued on debt or dividends paid on preferred stock until the convertible stock matures or is redeemed, converted or exchanged.  While no securities investment is without some risk, investments in convertible securities generally entail less risk than the issuer’s common stock.  However, the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security.  In addition to the general risk associated with equity securities discussed above, the market value of convertible securities is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions.  While convertible securities generally offer lower interest or dividend yields than nonconvertible debt securities of similar quality, they do enable the investor to benefit from increases in the market price of the underlying common stock.

A warrant gives the holder a right to purchase at any time during a specified period a predetermined number of shares of common stock at a fixed price.  Unlike convertible debt securities or preferred stock, warrants do not pay a fixed dividend.  In addition to the general risks associated with equity securities discussed above, investments in warrants involve certain risks, including the possible lack of a liquid market for resale of the warrants, potential price fluctuations as a result of speculation or other factors, and failure of the price of the underlying security to reach or have reasonable prospects of reaching a level at which the warrant can be prudently exercised (in which event the warrant may expire without being exercised, resulting in a loss of the Fund’s entire investment therein).

Small and Medium-Sized Companies

To the extent the Fund invests in the equity securities of small and medium-sized companies, it will be exposed to the risks of smaller sized companies.  Small and medium-sized companies may have narrower markets for their goods and/or services and may have more limited managerial and financial resources than larger, more established companies.  Furthermore, such companies may have limited product lines, services, markets, or financial resources or may be dependent on a small management group.  In addition, because these stocks may not be well-known to the investing public, do not have significant institutional ownership or are typically followed by fewer security analysts, there will normally be less publicly available information concerning these securities compared to what is available for the securities of larger companies.  Adverse publicity and investor perceptions, whether or not based on fundamental analysis, can decrease the value and liquidity of securities held by the Fund.  As a result, their performance can be more volatile and they face greater risk of business failure, which could increase the volatility of the Fund’s portfolio.

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Investment Companies.   The Fund may invest in shares of other registered investment companies including exchange-traded funds (“ETFs”), money market funds and other mutual funds, in pursuit of its investment objective subject to the limitations set forth in the Investment Company Act of 1940, as amended (the “1940 Act”).  This may include investment in money market mutual funds in connection with the Fund’s management of daily cash positions.  Investments in the securities of other registered investment companies may involve duplication of advisory fees and certain other expenses.  By investing in another investment company, the Fund becomes a shareholder of that investment company.  As a result, Fund shareholders indirectly will bear the Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Fund shareholders directly bear in connection with the Fund’s own operations.

Section 12(d)(1)(A) generally prohibits a fund from purchasing (1) more than 3% of the total outstanding voting stock of another fund; (2) securities of another fund having an aggregate value in excess of 5% of the value of the acquiring fund; and (3) securities of the other fund and all other funds having an aggregate value in excess of 10% of the value of the total assets of the acquiring fund.  There are some exceptions, however, to these limitations pursuant to various rules promulgated by the SEC.

Exchange-Traded Funds.  ETFs are open-end investment companies whose shares are listed on a national securities exchange.  An ETF is similar to a traditional index mutual fund, but trades at different prices during the day on a security exchange like a stock.  Similar to investments in other investment companies discussed above, the Fund’s investments in ETFs will involve duplication of advisory fees and other expenses since the Fund will be investing in another investment company.  In addition, the Fund’s investment in ETFs is also subject to its limitations on investments in investment companies discussed above.  To the extent the Fund invests in ETFs which focus on a particular market segment or industry, the Fund will also be subject to the risks associated with investing in those sectors or industries.  The shares of the ETFs in which the Fund will invest will be listed on a national securities exchange and the Fund will purchase or sell these shares on the secondary market at its current market price, which may be more or less than its net asset value per share (“NAV per share”).

As a purchaser of ETF shares on the secondary market, the Fund will be subject to the market risk associated with owning any security whose value is based on market price.  ETF shares historically have tended to trade at or near their NAV per share, but there is no guarantee that they will continue to do so.  Unlike traditional mutual funds, shares of an ETF may be purchased and redeemed directly from the ETFs only in large blocks (typically 50,000 shares or more) and only through participating organizations that have entered into contractual agreements with the ETF.  The Fund does not expect to enter into such agreements and therefore will not be able to purchase and redeem its ETF shares directly from the ETF.

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Borrowing.   The Fund is authorized to borrow money from time to time for temporary, extraordinary or emergency purposes or for clearance of transactions in amounts not to exceed at any time 33 1/3% of the value of its total assets at the time of such borrowings.  The Fund will not borrow for investment purposes.  The use of borrowing by the Fund involves special risk considerations that may not be associated with other funds having similar objectives and policies.  Since substantially all of the Fund’s assets fluctuate in value, while the interest obligation resulting from a borrowing will be fixed by the terms of the Fund’s agreement with its lender, the NAV per share of the Fund will tend to increase more when its portfolio securities increase in value and to decrease more when its portfolio assets decrease in value than would otherwise be the case if the Fund did not borrow funds.  In addition, interest costs on borrowings may fluctuate with changing market rates of interest and may partially offset or exceed the return earned on borrowed funds.  Under adverse market conditions, the Fund might have to sell portfolio securities to meet interest or principal payments at a time when fundamental investment considerations would not favor such sales.

Repurchase Agreements.  The Fund may enter into repurchase agreements.  Under such agreements, the seller of the security agrees to repurchase it at a mutually agreed upon time and price.  The repurchase price may be higher than the purchase price, the difference being income to the Fund, or the purchase and repurchase prices may be the same, with interest at a stated rate due to the Fund together with the repurchase price on repurchase.  In either case, the income to the Fund is unrelated to the interest rate on the U.S. Government security itself.  Such repurchase agreements will be made only with banks with assets of $500 million or more that are insured by the Federal Deposit Insurance Corporation or with U.S. Government securities dealers recognized by the Federal Reserve Board and registered as broker-dealers with the SEC or exempt from such registration.  The Fund will generally enter into repurchase agreements of short durations, from overnight to one week, although the underlying securities generally have longer maturities.  The Fund may not enter into a repurchase agreement with more than seven days to maturity if, as a result, more than 15% of the value of its net assets would be invested in illiquid securities including such repurchase agreements.

For purposes of the Investment Company Act of 1940, as amended, (the “1940 Act”), a repurchase agreement is deemed to be a loan from the Fund to the seller of the U.S. Government security subject to the repurchase agreement.  It is not clear whether a court would consider the U.S. Government security acquired by the Fund subject to a repurchase agreement as being owned by the Fund or as being collateral for a loan by the Fund to the seller.  In the event of the commencement of bankruptcy or insolvency proceedings with respect to the seller of the U.S. Government security before its repurchase under a repurchase agreement, the Fund may encounter delays and incur costs before being able to sell the security.  Delays may involve loss of interest or a decline in price of the U.S. Government security.  If a court characterizes the transaction as a loan and the Fund has not perfected a security interest in the U.S. Government security, the Fund may be required to return the security to the seller’s estate and be treated as an unsecured creditor of the seller.  As an unsecured creditor, the Fund would be at the risk of losing some or all of the principal and income involved in the transaction.  As with any unsecured debt instrument purchased for the Fund, the Advisor seeks to minimize the risk of loss through repurchase agreements by analyzing the creditworthiness of the other party, in this case the seller of the U.S. Government security.

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Apart from the risk of bankruptcy or insolvency proceedings, there is also the risk that the seller may fail to repurchase the security.  However, the Fund will always receive as collateral for any repurchase agreement to which it is a party securities acceptable to it, the market value of which is equal to at least 100% of the amount invested by the Fund plus accrued interest, and the Fund will make payment against such securities only upon physical delivery or evidence of book entry transfer to the account of its Custodian.  If the market value of the U.S. Government security subject to the repurchase agreement becomes less than the repurchase price (including interest), the Fund will direct the seller of the U.S. Government security to deliver additional securities so that the market value of all securities subject to the repurchase agreement will equal or exceed the repurchase price.  It is possible that the Fund will be unsuccessful in seeking to impose on the seller a contractual obligation to deliver additional securities.

Real Estate Investment Trusts.  The Fund may invest in Real Estate Investment Trusts (“REITs”).  REITs are companies that develop, own or finance real estate.  Most specialize in commercial property like apartments, offices, malls, clinics and warehouses.  Some REITs specialize in a city or region.  Some REITs finance real estate transactions by making loans or buying mortgages.

Risks Relating to REITs.  REITs may be affected by changes in the value of their underlying properties or portfolio of mortgages or by defaults by their borrowers or tenants. Furthermore, these entities depend upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in financing or owning a limited number of projects.  In certain cases, the organizational documents of a REIT may grant the REIT’s sponsors the right to exercise control over the operations of the REIT even though the sponsor owns only a minority share; or a conflict of interest (for example, the desire to postpone certain taxable events) could influence a sponsor to not act in the best interests of the REIT’s shareholders.  The organizational documents of many REITs also contain various anti-takeover provisions that could have the effect of delaying or preventing a transaction or change in control of the REIT that might involve a premium price for the REIT’s shares or otherwise may not be in the best interests of the REIT’s shareholders.  REITs depend generally on their ability to generate cash flow to make distributions to shareholders, and certain REITs have self-liquidation provisions by which mortgages held may be paid in full and distributions of capital returns may be made at any time. In addition, the performance of a REIT or a real estate operating company may be affected by changes in the tax laws or by its failure to qualify for tax-free pass-through of income.

Illiquid Securities.   The Fund may not invest more than 15% of the value of its net assets in securities that at the time of purchase have legal or contractual restrictions on resale or are otherwise illiquid.  Illiquid securities are securities that cannot be sold or disposed of in the ordinary course of business within seven business days at approximately the value at which they are being carried on a fund’s books.  The Advisor will monitor the amount of illiquid securities in the Fund’s portfolio, under the supervision of the Board, to ensure compliance with the Fund’s investment restrictions.

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Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”), securities which are otherwise not readily marketable and repurchase agreements having a maturity of longer than seven days.  Securities which have not been registered under the Securities Act are referred to as private placement or restricted securities and are purchased directly from the issuer or in the secondary market.  Mutual funds do not typically hold a significant amount of these restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation.  Limitations on resale may have an adverse effect on the marketability of portfolio securities and the Fund might be unable to sell restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemption requests within seven days.  The Fund might also have to register such restricted securities in order to sell them, resulting in additional expense and delay.  Adverse market conditions could impede such a public offering of securities.

In recent years, however, a large institutional market has developed for certain securities that are not registered under the Securities Act, including repurchase agreements, commercial paper, foreign securities, municipal securities and corporate bonds and notes.  Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer’s ability to honor a demand for repayment.  The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not reflect the actual liquidity of such investments.  If such securities are subject to purchase by institutional buyers in accordance with Rule 144A promulgated by the SEC under the Securities Act, the Board may determine that such securities are not illiquid securities despite their legal or contractual restrictions on resale.  In all other cases, however, securities subject to restrictions on resale will be deemed illiquid.

Foreign Securities.   Although not part of its principal investment strategy, the Fund may invest up to 10% of its net assets in securities of foreign issuers (“foreign securities”), provided that they are publicly traded in the United States, including American Depositary Receipts (“ADRs”).  In addition to ADRs, foreign securities include U.S. dollar-denominated foreign securities and securities of companies incorporated outside the U.S.

American Depositary Receipts.  ADRs are depositary receipts for foreign securities denominated in U.S. dollars and traded on U.S. securities markets.  These are certificates evidencing ownership of shares of a foreign-based issuer held in trust by a bank or similar financial institution.  Designed for use in U.S. securities markets, ADRs are alternatives to the purchase of the underlying securities in their national market and currencies.  ADRs may be purchased through “sponsored” or “unsponsored” facilities.  A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participation by the issuer of the depositary security.  Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts of the deposited securities.

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Risks of Investing in Foreign Securities.  Investments in foreign securities involve certain inherent risks, including the following:

Political and Economic Factors.  Individual foreign economies of certain countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and diversification and balance of payments position.  The internal politics of some foreign countries may not be as stable as those of the United States.  Governments in some foreign countries also continue to participate to a significant degree, through ownership interest or regulation, in their respective economies.  Action by these governments could include restrictions on foreign investment, nationalization, expropriation of goods or imposition of taxes, and could have a significant effect on market prices of securities and payment of interest.  The economies of many foreign countries are heavily dependent upon international trade and are affected by the trade policies and economic conditions of their trading partners.  If these trading partners enacted protectionist trade legislation, it could have a significant adverse effect upon the securities markets of such countries.

Currency Fluctuations.  The Fund will invest only in securities denominated in U.S. dollars.  For this reason, the value of the Fund’s assets may not be subject to risks associated with variations in the value of foreign currencies relative to the U.S. dollar to the same extent as might otherwise be the case.  Changes in the value of foreign currencies against the U.S. dollar may, however, affect the value of the assets and/or income of foreign companies whose U.S. dollar denominated securities are held by the Fund.  Such companies may also be affected significantly by currency restrictions and exchange control regulations enacted from time to time.

Legal and Regulatory Matters.  Certain foreign countries may have less supervision of securities markets, brokers and issuers of securities, and less financial information available to issuers, than is available in the United States.

Taxes.  The interest and dividends payable on some of the Fund’s foreign securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution to Fund shareholders.

Options on Securities

Call Options. The Fund may write (sell) covered call options to a limited extent, up to 5% of net assets, on its portfolio securities (“covered options”) in an attempt to enhance gain and protect the Fund from downside market risk.  The Fund may write (sell) call options on individual stocks to protect against possible price declines in the securities held or to extend a holding period to achieve long-term capital gain status.  Another strategy employed uses Index Options.  The Fund strategy for Index Options utilizes a zero-cost index collar.  This strategy involves the sale of out-of-the-money call options on a broad index, such as the S&P 500® Index, and the simultaneous purchase of out-of-the-money put options on the same index.  The premium received on the call option sold pays for the premium paid on the put options purchased.  The strategy is used when the stock market is thought to be over-valued and we want to protect the Fund from downside risk without selling securities.  The strategy is useful as it allows participation in a rising market (although the gain is capped) while protecting from downside risk beyond a certain level.

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When the Fund writes a covered call option, it gives the purchaser of the option the right, upon exercise of the option, to buy the underlying security at the price specified in the option (the “exercise price”) at any time during the option period, generally ranging up to nine months.  If the option expires unexercised, the Fund will realize income to the extent of the amount received for the option (the “premium”).  If the call option is exercised, a decision over which the Fund has no control, the Fund must sell the underlying security to the option holder at the exercise price.  By writing a covered option, the Fund forgoes, in exchange for the premium less the commission (“net premium”) the opportunity to profit during the option period from an increase in the market value of the underlying security above the exercise price.

The Fund may terminate its obligation as writer of a call option by purchasing an option with the same exercise price and expiration date as the option previously written.  This transaction is called a “closing purchase transaction.”

Closing sale transactions enable the Fund immediately to realize gains or minimize losses on its option positions.  There is no assurance that a liquid secondary market on an options exchange will exist for any particular option, or at any particular time, and for some options no secondary market may exist.  If the Fund is unable to effect a closing purchase transaction with respect to options it has written, it will not be able to terminate its obligations or minimize its losses under such options prior to their expiration.  If the Fund is unable to effect a closing sale transaction with respect to options that it has purchased, it would have to exercise the option in order to realize any profit.

The hours of trading for options may not conform to the hours during which the underlying securities are traded.  To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements may take place in the underlying markets that cannot be reflected in the options markets.  The purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.

Put Options. The Fund also may write and purchase put options (“puts”). The Fund may purchase covered “put” options with respect to securities which are otherwise eligible for purchase by the Fund, not in excess of 5% of the Fund’s total net assets.  The Fund will engage in trading of such derivative securities for hedging and speculative purposes.

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If the Fund purchases a put option, the Fund acquires the right to sell the underlying security at a specified price at any time during the term of the option (for “American-style” options) or on the option expiration date (for “European-style” options).  Purchasing put options may be used as a portfolio investment strategy when the Advisor perceives significant short-term risk but substantial long-term appreciation for the underlying security.  The put option acts as an insurance policy, as it protects against significant downward price movement while it allows full participation in any upward movement.  If the Fund is holding a security which the Advisor feels has strong fundamentals, but for some reason may be weak in the near term, the Fund may purchase a put option on such security, thereby giving the Fund the right to sell such security at a certain strike price throughout the term of the option.  Consequently, the Fund will exercise the put only if the price of such security falls below the strike price of the put.  The difference between the put’s strike price and the market price of the underlying security on the date the Fund exercises the put, less transaction costs, will be the amount by which the Fund will be able to hedge against a decline in the underlying security.  If during the period of the option the market price for the underlying security remains at or above the put’s strike price, the put will expire worthless, representing a loss of the price the Fund paid for the put, plus transaction costs.  If the price of the underlying security increases, the profit the Fund realizes on the sale of the security will be reduced by the premium paid for the put option less any amount for which the put may be sold.

When the Fund writes a put, they receive a premium and give the purchaser of the put the right to sell the underlying security to the Fund at the exercise price at any time during the option period.  If the Fund writes a put option it assumes an obligation to purchase specified securities from the option holder at a specified price if the option is exercised at any time before the expiration date.  The Fund may terminate its position in an exchange-traded put option before exercise by buying an option identical to the one they have written.  Similarly, the Fund may cancel an over-the-counter option by entering into an offsetting transaction with the counter-party to the option.

Options on Securities Indices.  The Fund may write (sell) covered call options on securities indices in an attempt to increase gain.  A securities index option written by the Fund would obligate it, upon exercise of the options, to pay a cash settlement, rather than to deliver actual securities, to the option holder.  Although the Fund will not ordinarily own all of the securities comprising the stock indices on which it writes call options, such options will usually be written on those indices which correspond most closely to the composition of the Fund’s portfolio.  As with the writing of covered call options on securities, the Fund will realize a gain in the amount of the premium received upon writing an option if the value of the underlying index increases above the exercise price and the option is exercised, the Fund will be required to pay a cash settlement that may exceed the amount of the premium received by the Fund.  The Fund may purchase call options in order to terminate its obligations under call options it has written.

The Fund may purchase and/or write (sell) call and put options on securities indices for the purpose of hedging against the risk of unfavorable price movements adversely affecting the value of the Fund’s securities or securities the Fund intends to buy.  Securities index options will not be purchased or sold for speculative purposes.  Unlike an option on securities, which gives the holder the right to purchase or sell specified securities at a specified price, an option on a securities index gives the holder the right, upon the exercise of the option, to receive a cash “exercise settlement amount” equal to (i) the difference between the exercise price of the option and the value of the underlying securities index on the exercise date multiplied by (ii) a fixed “index multiplier.”

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A securities index fluctuates with changes in the market value of the securities included in the index.  For example, some securities index options are based on a broad market index such as the Standard & Poor’s 500® Index or the Value Line Composite Index, or a narrower market index such as the Standard & Poor’s 100® Index.  Indices may also be based on industry or market segments.

The Fund may purchase put options in order to hedge against an anticipated decline in stock market prices that might adversely affect the value of the Fund’s portfolio securities.  If the Fund purchases a put option on a stock index, the amount of payment it receives on exercising the option depends on the extent of any decline in the level of the stock index below the exercise price.  Such payments would tend to offset a decline in the value of the Fund’s portfolio securities.  If, however, the level of the stock index increases and remains above the exercise price while the put option is outstanding, the Fund will not be able to profitably exercise the option and will lose the amount of the premium and any transaction costs.  Such loss may be partially offset by an increase in the value of the Fund’s portfolio securities.  The Fund may write put options on stock indices in order to close out positions in stock index put options which it has purchased.

The Fund may purchase call options on stock indices in order to participate in an anticipated increase in stock market prices or to lock in a favorable price on securities that it intends to buy in the future.  If the Fund purchases a call option on a stock index, the amount of the payment it receives upon exercising the option depends on the extent of any increase in the level of the stock index above the exercise price.  Such payments would in effect allow the Fund to benefit from stock market appreciation even though it may not have had sufficient cash to purchase the underlying stocks.  Such payments may also offset increases in the price of stocks that the Fund intends to purchase.  If, however, the level of the stock index declines and remains below the exercise price while the call option is outstanding, the Fund will not be able to exercise the option profitably and will lose the amount of the premium and transaction costs.  Such loss may be partially offset by a reduction in the price the Fund pays to buy additional securities for its portfolio.  The Fund may write call options on stock indices in order to close out positions in stock index call options that it has purchased.

The effectiveness of hedging through the purchase of options on securities indices will depend upon the extent to which price movements in the portion of the securities portfolio being hedged correlate with price movements in the selected stock index.  Perfect correlation is not possible because the securities held or to be acquired by the Fund will not exactly match the composition of the stock indices on which the options are available.  In addition, the purchase of stock index options involves the risk that the premium and transaction costs paid by the Fund in purchasing an option will be lost as a result of unanticipated movements in prices of the securities comprising the stock index on which the option is based.

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The use of hedging strategies, such as writing (selling) and purchasing options on indices involves complex rules that will determine for federal income tax purposes the amount, character and timing of recognition of the gains and losses a Fund realizes in connection therewith. Options on indices may be governed by Section 1256 of the Internal Revenue Code of 1986, as amended (the “Code”) and are treated partly as a long-term gain or loss (60% of the gain or loss) and partly as a short-term gain or loss (40% of the gain or loss).

Corporate Debt Securities.   The Fund may invest up to 10% of its net assets in fixed-income securities rated at least “investment grade” by one or more recognized statistical ratings organizations, such as Standard & Poor’s Ratings Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”).  However, up to 5% of the Fund’s net assets may be invested in debt securities rated below investment grade.  Bonds rated below BBB by S&P or Baa by Moody’s, commonly referred to as “junk bonds,” typically carry higher coupon rates than investment grade bonds, but also are described as speculative by both S&P and Moody’s and may be subject to greater market price fluctuations, less liquidity and greater risk of income or principal including greater possibility of default and bankruptcy of the issuer of such securities than more highly rated bonds.  Lower-rated bonds also are more likely to be sensitive to adverse economic or company developments and more subject to price fluctuations in response to changes in interest rates.  The market for lower-rated debt issues generally is thinner and less active than that for higher quality securities, which may limit the Fund’s ability to sell such securities at fair value in response to changes in the economy or financial markets.  During periods of economic downturn or rising interest rates, highly leveraged issuers of lower-rated securities may experience financial stress which could adversely affect their ability to make payments of interest and principal and increase the possibility of default.

Ratings of debt securities represent the rating agencies’ opinions regarding their quality, are not a guarantee of quality and may be reduced after the Fund has acquired the security.  If a security’s rating is reduced while it is held by the Fund, the Advisor will consider whether the Fund should continue to hold the security but is not required to dispose of it.  Credit ratings attempt to evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations in market value.  Also, rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an issuer’s current financial conditions may be better or worse than the rating indicates.  The ratings for corporate debt securities are described in Appendix A.

Mortgage-Related Securities.  The Fund may invest in mortgage-related securities.  These securities include mortgage pass-through securities, which represent interests in pools of mortgages in which payments of both interest and principal on the securities are generally made monthly, in effect “passing through” monthly payments made by the individual borrowers on the residential mortgage loans which underlie the securities (net of fees paid to the issuer or guarantor of the securities).  Early repayment of principal on mortgage pass-through securities (arising from prepayments of principal due to the sale of underlying property, refinancing, or foreclosure, net of fees and costs which may be incurred) may expose a Fund to a lower rate of return upon reinvestment of principal.  Also, if a security subject to repayment has been purchased at a premium, in the event of prepayment the value of the premium would be lost.

B-13

Payment of principal and interest on some mortgage pass-through securities (but not the market value of the securities themselves) may be guaranteed by the full faith and credit of the U.S. Government (in the case of securities guaranteed by the Government National Mortgage Association (“GNMA”)), or by agencies and instrumentalities of the U.S. Government (in the case of securities guaranteed by the Federal National Mortgage Association (“FNMA”) or the Federal Home Loan Mortgage Corporation (“FHLMC”), which are supported only by the discretionary authority of the U.S. Government to purchase the agency’s obligations).  Mortgage pass-through securities created by non-governmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance, and letters of credit, which may be issued by governmental entities, private insurers or the mortgage poolers.

Collateralized mortgage obligations (“CMOs”) are hybrid instruments with characteristics of both mortgage-backed bonds and mortgage pass-through securities.  Similar to a bond, interest and prepaid principal on a CMO are paid, in most cases, semi-annually.  CMOs may be collateralized by whole mortgage loans but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or FNMA.  CMOs are structured into multiple classes, with each class bearing a different stated maturity.  Monthly payments of principal, including prepayments, are first returned to investors holding the shortest maturity class.  Investors holding the longer maturity classes receive principal only after the first class has been retired.  Other mortgage-related securities include those that directly or indirectly represent a participation in or are secured by and payable from mortgage loans on real property, such as CMO residuals or stripped mortgage-backed securities, and may be structured in classes with rights to receive varying proportions of principal and interest.  Certain of these government interest-only and principal-only fixed mortgage-backed securities may be considered liquid under guidelines to be established by the Board, if, under such procedures, they can be disposed of promptly in the ordinary course of business at a value reasonably close to that used in the calculation of NAV per share.  Any interest-only and principal-only securities not determined to be liquid under these guidelines will be subject to the Fund’s limitations on illiquid securities as set forth under “Illiquid Securities,” above.

As of September 7, 2008, the Federal Housing Finance Agency (“FHFA”) has been appointed to be the Conservator of the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association for an indefinite period.  In accordance with the Federal Housing Finance Regulatory Reform Act of 2008 and the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as Conservator, the FHFA will control and oversee the entities until the FHFA deems them financially sound and solvent.  During the Conservatorship, each entity’s obligations are expected to be paid in the normal course of business.  Although no express guarantee exists for the debt or mortgage-backed securities issued by the entities, the U.S. Department of Treasury, through a secured lending credit facility and a Senior Preferred Stock Purchase Agreement, has attempted to enhance the ability of the entities to meet their obligations.

B-14

Short Sales.  The Fund is authorized to make short sales of securities.  In a short sale, the Fund sells a security, which it does not own, in anticipation of a decline in the market value of the security.  To complete the sale, the Fund must borrow the security (generally from the broker through which the short sale is made) in order to make delivery to the buyer.  The Fund is then obligated to replace the security borrowed by purchasing it at the market price at the time of replacement.  The Fund is said to have a “short position” in the securities sold until it delivers them to the broker.  The period during which the Fund has a short position can range from as little as one day to more than a year.  Until the security is replaced, the proceeds of the short sale are retained by the broker, and the Fund is required to pay to the broker a negotiated portion of any dividends or interest which accrue during the period of the loan.  To meet current margin requirements, the Fund is also required to deposit with the broker additional cash or securities so that the total deposit with the broker is maintained daily at 150% of the current market value of the securities sold short (100% of the current market value if a security is held in the account that is convertible or exchangeable into the security sold short within 90 days without restriction other than the payment of money).

Short sales by the Fund create opportunities to increase the Fund’s return but, at the same time, involve specific risk considerations and may be considered a speculative technique.  Since the Fund in effect profits from a decline in the price of the securities sold short without the need to invest the full purchase price of the securities on the date of the short sale, the Fund’s NAV per share will tend to increase more when the securities it has sold short decrease in value, and to decrease more when the securities it has sold short increase in value, than would otherwise be the case if it had not engaged in such short sales.  The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium, dividends or interest the Fund may be required to pay in connection with the short sale.  Furthermore, under adverse market conditions the Fund might have difficulty purchasing securities to meet its short sale delivery obligations, and might have to sell portfolio securities to raise the capital necessary to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales.

Short-Term and Temporary Investments.  The Fund may invest in any of the following securities and instruments:

Certificates of Deposit, Bankers’ Acceptances and Time Deposits.  The Fund may acquire certificates of deposit, bankers’ acceptances and time deposits.  Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return.  Bankers’ acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning in effect that the bank unconditionally agrees to pay the face value of the instrument on maturity.  Certificates of deposit and bankers’ acceptances acquired by the Fund will be dollar-denominated obligations of domestic banks, savings and loan associations or financial institutions which, at the time of purchase, have capital, surplus and undivided profits in excess of $100 million (including assets of both domestic and foreign branches), based on latest published reports, or less than $100 million if the principal amount of such bank obligations are fully insured by the U.S. Government.

B-15

In addition to purchasing certificates of deposit and bankers’ acceptances, to the extent permitted under its investment objective and policies stated above and in its prospectus, the Fund may make interest-bearing time or other interest-bearing deposits in commercial or savings banks.  Time deposits are nonnegotiable deposits maintained at a banking institution for a specified period of time at a specified interest rate.

Commercial Paper and Short-Term Notes.  The Fund may invest a portion of its assets in commercial paper and short-term notes.  Commercial paper consists of unsecured promissory notes issued by corporations.  Issues of commercial paper and short-term notes will normally have maturities of less than nine months and fixed rates of return, although such instruments may have maturities of up to one year.

Commercial paper and short-term notes will consist of issues rated at the time of purchase “A-2” or higher by Standard & Poor’s Ratings Group, “Prime-1” or “Prime-2” by Moody’s Investors Service, Inc., or similarly rated by another nationally recognized statistical rating organization or, if unrated, will be determined by the Advisor to be of comparable quality.  These rating symbols are described in Appendix B.

INVESTMENT RESTRICTIONS

The Trust (on behalf of the Fund) has adopted the following restrictions as fundamental policies, which may not be changed without the affirmative vote of the holders of a “majority of the Fund’s outstanding voting securities” as defined in the 1940 Act.  Under the 1940 Act, the “vote of the holders of a majority of the outstanding voting securities” means the vote of the holders of the lesser of (i) 67% of the shares of the Fund represented at a meeting at which the holders of more than 50% of its outstanding shares are represented or (ii) more than 50% of the outstanding shares of the Fund.

The Fund may not:

1.   Make loans to others, except (a) through the purchase of debt securities in accordance with its investment objectives and policies; and (b) to the extent the entry into a repurchase agreement is deemed to be a loan.

2.   (a) Borrow money, except as stated in the Prospectus and this SAI.  Any such borrowing will be made only if thereafter there is an asset coverage of at least 300% of all borrowings; or (b) mortgage, pledge or hypothecate any of its assets except in connection with any such borrowings.

B-16

3.   Purchase securities on margin, participate on a joint or joint and several basis in any securities trading account, or underwrite securities.  (Does not preclude the Fund from obtaining such short-term credit as may be necessary for the clearance of purchases and sales of its portfolio securities).

4.   Purchase or sell real estate, commodities or commodity contracts.  (As a matter of operating policy, the Board may authorize the Fund in the future to engage in certain activities regarding futures contracts for bona fide hedging purposes; any such authorization will be accompanied by appropriate notification to shareholders).

5.   Invest 25% or more of the market value of its total assets in the securities of companies engaged in any one industry.  (Does not apply to investment in the securities of the U.S. Government, its agencies or instrumentalities.)

6.   Issue senior securities, as defined in the 1940 Act, except that this restriction shall not be deemed to prohibit the Fund from (a) making any permitted borrowings, mortgages or pledges, or (b) entering into options, futures, forward or repurchase transactions.

7.   With respect to 75% of its total assets, invest more than 5% of its total assets in securities of a single issuer or hold more than 10% of the voting securities of such issuer.  (Does not apply to investment in the securities of the U.S. Government, its agencies or instrumentalities.)

The Fund observes the following policies, which are not deemed fundamental and which may be changed without shareholder vote.  The Fund may not:

1.   Invest in any issuer for purposes of exercising control or management.

2.   Invest in securities of other investment companies except as permitted under the 1940 Act.

3.   Invest, in the aggregate, more than 15% of its net assets in securities with legal or contractual restrictions on resale, securities which are not readily marketable and repurchase agreements with more than seven days to maturity.

With respect to fundamental investment restriction No. 2(a) above, the Fund will not purchase portfolio securities while outstanding borrowings exceed 5% of its total assets.

Except with respect to borrowing and illiquid securities, if a percentage restriction described in the Prospectus or in this SAI is adhered to at the time of investment, a subsequent increase or decrease in a percentage resulting from a change in the values of assets will not constitute a violation of that restriction.

B-17

TRUSTEES AND EXECUTIVE OFFICERS

The overall management of the business and affairs of the Trust is vested with its Board.  The Board approves all significant agreements between the Trust and persons or companies furnishing services to it, including the agreements with the Advisor, Administrator, Custodian and Transfer Agent.  The day-to-day operations of the Trust are delegated to its officers, subject to the Fund’s investment objectives, strategies, and policies and to general supervision by the Board.

The current Trustees and officers of the Trust, their ages and positions with the Trust, term of office with the Trust and length of time served, their business addresses and principal occupations during the past five years and other directorships held are set forth in the following table.  Unless noted otherwise, each person has held the position listed for a minimum of five years.

Independent Trustees(1)

Name, Address and Age	Position with the Trust	Term of Office and Length of Time Served	Principal Occupation During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustees(2)	Other Directorships Held
Walter E. Auch (age 87, dob 4/12/1921) 615 E. Michigan Street Milwaukee, WI 53202	Trustee	Indefinite term since February 1997.	Management Consultant; formerly Chairman, CEO of Chicago Board Options Exchange (CBOE) and President of Paine Webber.	1	Director, Sound Surgical Technologies, LLC; Trustee, Consulting Group Capital Markets Funds (Smith Barney) (11 portfolios); Trustee, The UBS Funds (57 portfolios).
James Clayburn LaForce (age 80, dob 12/28/1928) 615 E. Michigan Street Milwaukee, WI 53202	Trustee	Indefinite term since May 2002.	Dean Emeritus, John E. Anderson Graduate School of Management, University of California, Los Angeles.	1	Trustee, The Payden Funds (21 portfolios); Trustee, The Metzler/Payden Investment Group (6 portfolios); Trustee, Arena Pharmaceuticals.

B-18

Name, Address and Age	Position with the Trust	Term of Office and Length of Time Served	Principal Occupation During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustees(2)	Other Directorships Held
Donald E. O’Connor (age 72, dob 6/18/1936) 615 E. Michigan Street Milwaukee, WI 53202	Trustee	Indefinite term since February 1997.	Retired; former Financial Consultant and former Executive Vice President and Chief Operating Officer of ICI Mutual Insurance Company (until January 1997).	1	Trustee, The Forward Funds (16 portfolios).
George J. Rebhan (age 74, dob 7/10/1934) 615 E. Michigan Street Milwaukee, WI 53202	Trustee	Indefinite term since May 2002.	Retired; formerly President, Hotchkis and Wiley Funds (mutual funds) (1985 to 1993).	1	Trustee, E*TRADE Funds (6 portfolios).
George T. Wofford (age 69, dob 10/8/1939) 615 E. Michigan Street Milwaukee, WI 53202	Trustee	Indefinite term since February 1997.	Retired; formerly Senior Vice President, Federal Home Loan Bank of San Francisco.	1	None.

Interested Trustee

Name, Address and Age	Position with the Trust	Term of Office and Length of Time Served	Principal Occupation During Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustees(2)	Other Directorships Held
Joe D. Redwine (age 61, dob 7/9/1947) 615 E. Michigan Street Milwaukee, WI 53202	Interested Trustee	Indefinite term since September 2008.	President, CEO, U.S. Bancorp Fund Services, LLC since May 1991.	1	None.

Officers

Name, Address and Age	Position with the Trust	Term of Office and Length of Time Served	Principal Occupation During Past Five Years
Joe D. Redwine (age 61, dob 7/9/1947) 615 E. Michigan Street Milwaukee, WI 53202	Chairman and Chief Executive Officer	Indefinite term since September 2007.	President, CEO, U.S. Bancorp Fund Services, LLC since May 1991.

B-19

Name, Address and Age	Position with the Trust	Term of Office and Length of Time Served	Principal Occupation During Past Five Years
Douglas G. Hess (age 41, dob 7/19/1967) 615 E. Michigan Street Milwaukee, WI 53202	President and Principal Executive Officer	Indefinite term since June 2003.	Vice President, Compliance and Administration, U.S. Bancorp Fund Services, LLC since March 1997.
Cheryl L. King (age 47, dob 8/27/1961) 615 E. Michigan Street Milwaukee, WI 53202	Treasurer and Principal Financial Officer	Indefinite term since December 2007.	Assistant Vice President, Compliance and Administration, U.S. Bancorp Fund Services, LLC since October 1998.
Robert M. Slotky (age 61, dob 6/17/1947) 2020 E. Financial Way Glendora, CA 91741	Vice President, Chief Compliance Officer, AML Officer	Indefinite term since September 2004.	Senior Vice President, U.S. Bancorp Fund Services, LLC since July 2001; Senior Vice President, Investment Company Administration, LLC (May 1997 to July 2001).
Jeanine M. Bajczyk, Esq. (age 43, dob 4/16/1965) 615 E. Michigan Street Milwaukee, WI 53202	Secretary	Indefinite term since June 2007.	Vice President and Counsel, U.S. Bancorp Fund Services, LLC, since May 2006; Senior Counsel, Wells Fargo Funds Management, LLC, May 2005 to May 2006; Senior Counsel, Strong Financial Corporation, January 2002 to April 2005.

(1)   The Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).

(2)   The Trust is comprised of numerous portfolios managed by unaffiliated investment advisors.  The term “Fund Complex” applies only to the Fund.  The Fund does not hold itself out as related to any other series within the Trust for investment purposes, nor does it share the same investment advisor with any other series.

Compensation

The Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act (the “Independent Trustees”) receive an annual trustee fee of $44,000 per year with no additional fee for special meetings.  The Trustees also receive reimbursement from the Trust for expenses incurred in connection with attendance at regular meetings.  This amount is allocated among each of the current series of the Trust.  The Trust has no pension or retirement plan.  No other entity affiliated with the Trust pays any compensation to the Trustees.

B-20

	Aggregate Compensation From the Fund1	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from Fund and Fund Complex2 Paid to Trustees
Name of Independent Trustee
Walter E. Auch	$1,402	None	None	$1,402
James Clayburn LaForce	$1,431	None	None	$1,431
Donald E. O’Connor	$1,537	None	None	$1,537
George J. Rebhan	$1,533	None	None	$1,533
George T. Wofford	$1,435	None	None	$1,435
Name of Interested Trustee
Joe D. Redwine3	None	None	None	None

1 Represents payments made during the Fund’s fiscal year ended June 30, 2008.

2 There are currently numerous different portfolios comprising the Trust.  The term “Fund Complex” refers solely to the Fund and the Fund is not related to any other series of the Trust.  For the Fund’s fiscal year ended June 30, 2008, trustees’ fees and expenses in the amount of $211,997 were allocated to the Trust.

3 Effective September 1, 2008, Joe D. Redwine was elected by a vote of shareholders of the Trust to the position of Interested Trustee.

Board Committees

The Trust has four standing committees: The Audit Committee, the Nominating Committee, the Qualified Legal Compliance Committee (“QLCC”) and the Valuation Committee.  The Audit Committee is comprised of all of the Independent Trustees.  It does not include any interested Trustees.  The Audit Committee typically meets once per year with respect to the various series of the Trust.  The function of the Audit Committee, with respect to each series of the Trust, is to review the scope and results of the audit and any matters bearing on the audit or the Fund’s financial statements and to ensure the integrity of the Fund’s pricing and financial reporting.  During the fiscal year ended June 30, 2008, the Audit Committee met one time with respect to the Fund.

The Nominating Committee is responsible for seeking and reviewing candidates for consideration as nominees for Trustees as is considered necessary from time to time and meets only as necessary.  During the fiscal year ended June 30, 2008, the Nominating Committee met three times with respect to the Fund.  Messrs. Auch, O’Connor, Rebhan and Wofford comprise the Nominating Committee.

The Nominating Committee will consider nominees recommended by shareholders.  Recommendations for consideration by the Nominating Committee should be sent to the President of the Trust in writing together with the appropriate biographical information concerning each such proposed Nominee, and such recommendation must comply with the notice provisions set forth in the Trust’s By-Laws.  In general, to comply with such procedures, such nominations, together with all required biographical information, must be delivered to and received by the President of the Trust at the principal executive offices of the Trust not later than 60 days’ prior to the shareholder meeting at which any such nominee would be voted on.

B-21

The Audit Committee also serves as the QLCC for the Trust for the purpose of compliance with Rules 205.2(k) and 205.3(c) of the Code of Federal Regulations, regarding alternative reporting procedures for attorneys retained or employed by an issuer who appear and practice before the Securities and Exchange Commission on behalf of the issuer (the “issuer attorneys”).  An issuer’s attorney who becomes aware of evidence of a material violation by the Trust, or by any officer, director, employee, or agent of the Trust, may report evidence of such material violation to the QLCC as an alternative to the reporting requirements of Rule 205.3(b) (which requires reporting to the chief legal officer and potentially “up the ladder” to other entities).  During the fiscal year ended June 30, 2008, the QLCC did not meet with respect to the Fund.

The Trust’s Board has delegated day-to-day valuation issues to a Valuation Committee, comprised of all Trustees and representatives from the Administrator's staff who are knowledgeable about the Fund.  The Valuation Committe's primary membership is comprised of at least one representative from the Administrator’s staff who is knowledgeable about the Fund and at least one Trustee.  The function of the Valuation Committee is to value securities held by any series of the Trust for which current and reliable market quotations are not readily available.  Such securities are valued at their respective fair values as determined in good faith by the Valuation Committee and the actions of the Valuation Committee are subsequently reviewed and ratified by the Board.  The Valuation Committee meets as needed. During the fiscal year ended June 30, 2008, the Valuation Committee did not meet with respect to the Fund.

Trustee Ownership of Fund Shares and Other Interests

The following table states the dollar range of equity securities of the Fund beneficially owned by the Trustees as of December 31, 2007:

Name of Trustee	Dollar Range of Equity Securities in the Fund (None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, Over $100,000)	Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Walter E. Auch, Independent Trustee	None	None
Donald E. O’Connor, Independent Trustee	None	None
George T. Wofford, Independent Trustee	None	None
James Clayburn LaForce, Independent Trustee	None	None
George J. Rebhan, Independent Trustee	None	None
Joe D. Redwine, Interested Trustee	None	None

As of December 31, 2007, neither the Independent Trustees nor members of their immediate families, owned securities beneficially or of record in the Advisor, the Distributor or an affiliate of the Advisor or Distributor.  Accordingly, neither the Independent Trustees nor members of their immediate families, have direct or indirect interest, the value of which exceeds $120,000, in the Advisor, the Distributor or any of their affiliates.  In addition, during the two most recently completed calendar years, neither the Independent Trustees nor members of their immediate families have conducted any transactions (or series of transactions) in which the amount involved exceeds $120,000 and to which the Advisor, the Distributor or any affiliate thereof was a party.

B-22

Control Persons, Principal Shareholders, and Management Ownership

A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of the Fund.  A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of a company or acknowledges the existence of control.  Shareholders with a controlling interest could affect the outcome of voting or the direction of management of the Fund. As of September 30, 2008, the following shareholders were considered to be either a control person or principal shareholder of the Fund:

Name and Address	Shares	% Ownership	Type of Ownership
Charles Schwab & Co. 101 Montgomery Street San Francisco, CA 94104	603,174.615	15.22%	Record
Ameritrade, Inc. P.O. Box 2226 Omaha, NE  68103-2226	428,713.858	10.82%	Record
Pearson Family Limited Partnership 14816 Starlite Circle Bennington, NE 68008-1512	303,071.558	7.65%	Record
The Hawks Foundation 1044 N. 115th St. Ste. 400 Omaha, NE 68154	287,545.884	7.26%	Record

Management Ownership Information. As of September 30, 2008, the Trustees and Officers of the Trust as a group owned less than 1% of the outstanding shares of the Fund.

THE FUND’S INVESTMENT ADVISOR

As stated in the Prospectus, investment advisory services are provided to the Fund pursuant to an investment advisory agreement (the “Advisory Agreement”) between the Trust and McCarthy Group Advisors, L.L.C. (the “Advisor”), which has its principal place of business at 1125 S. 103rd Street, Omaha, Nebraska 68124.  The Advisor is a wholly-owned subsidiary of MGA Holdings, LLC, an asset management holding company based in Nebraska, which acquired the advisory business of the Fund’s previous investment advisor, McCarthy Group Asset Management, Inc. (“MGAM”), and retained its key investment personnel.  MGAM managed the Fund from its inception through July 1, 2004.  Mr. Richard L. Jarvis, the portfolio manager responsible for the day-to-day management of the Fund, owns an interest in MGA Holdings, LLC.  Subject to such policies as the Board may determine, the Advisor is ultimately responsible for the day-to-day management of the Fund in accordance with the Fund’s investment objective and policies.  The Advisor also furnishes the Fund with office space and certain administrative services and provides most of the personnel needed to fulfill its obligations under the Advisory Agreement.  As compensation, the Fund pays the Advisor a monthly advisory fee (accrued daily) based upon the average daily net assets of the Fund at the annual rate of 0.75% of the Fund’s average daily net assets up to $20 million and 0.60% of the Fund’s average daily net assets over $20 million.

B-23

For the periods indicated below, the Fund paid the following fees to the Advisor:

Advisory Fees Paid during fiscal years ended June 30,
	2008	2007	2006 *
Fees Accrued	$270,584	$284,599	$337,558
(Fees Waived)/Recouped	($1,164)	$  14,793	($79,327)
Net Advisory Fee Paid	$269,420	$299,392	$258,231

* Effective April 6, 2006, the Advisor reduced its advisory fee from 0.95% of the Fund’s average daily net assets to the current fee schedule described above.

In addition to the fees payable to the Advisor, the Fund is responsible for its operating expenses, including: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Fund including all fees and expenses of its custodian and accounting services agent; fund administration fees and related expenses; chief compliance officer fees; interest charges on any borrowings; costs and expenses of pricing and calculating its daily NAV and of maintaining its books of account required under the 1940 Act, including pricing services; taxes, if any; a pro rata portion of expenditures in connection with meetings of the Fund’s shareholders and the Board that are properly payable by the Fund; compensation and fees and expenses of members of the Board who are not members of, affiliated with or interested persons of the Advisor or Administrator; insurance premiums on property or personnel of the Fund which inure to their benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Fund or other communications for distribution to existing shareholders; legal counsel, auditing and accounting fees; trade association membership dues (including membership dues in the Investment Company Institute allocable to the Fund); fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Fund, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses.  General expenses of the Trust are allocated among all of the series of the Trust, including the Fund, in a manner proportionate to the net assets of each Fund, on a transactional basis, or on such other basis as the Board deems equitable.

B-24

Expense Limitation Provision

The Fund is responsible for its own operating expenses.  However, the Advisor has contractually agreed to reduce its fees and/or pay Fund expenses (excluding acquired fund fees and expenses, interest, taxes and extraordinary expenses) in order to limit Net Annual Fund Operating Expenses for shares of the Fund to 1.15% of the Fund’s average daily net assets (the “Expense Cap”).  The term of the Fund’s operating expense limitation agreement is indefinite and it can only be terminated upon a vote of the Board.  Any reduction in advisory fees or payment of expenses made by the Advisor may be recouped by the Advisor in subsequent fiscal years if the Advisor so requests.  The Advisor is permitted to recoup fee reductions and/or expense payments made in the prior three fiscal years from the date the fees were waived and/or Fund expenses were reimbursed.  Any such recoupment is contingent upon the subsequent review and ratification of the recouped amounts by the Board.  The Fund must pay current ordinary operating expenses before the Advisor is entitled to any recoupment of fees and/or expenses.  This recoupment may be requested by the Advisor if the aggregate amount actually paid by the Fund toward operating expenses for such fiscal year (taking into account the recoupment) does not exceed the Expense Cap.

PORTFOLIO MANAGER

Mr. Richard Jarvis is the portfolio manager responsible for the day-to-day management of the Fund.  The following table shows the number of other accounts managed by Mr. Jarvis and the total assets in the accounts managed within various categories as of June 30, 2008.

Type of Accounts	Number of Accounts	Total Assets	Number of Accounts with Advisory Fee based on performance	Total Assets
Registered Investment Companies	0	$0.00	0	$0.00
Other Pooled Investments	0	$0.00	0	$0.00
Other Accounts	1	$34 MM	0	$0.00

Material Conflict of Interest.  The portfolio manager who has day-to-day management responsibilities with respect to other accounts may be presented with potential or actual conflicts of interest.

The management of other accounts may result in a portfolio manager devoting unequal time and attention to the management of the Fund and/or other accounts.  In approving the Advisory Agreement, the Board was satisfied that the portfolio manager would be able to devote sufficient attention to the management of the Fund, and that the Advisor seeks to manage such competing interests for the time and attention of the portfolio manager.

B-25

With respect to securities transactions for the Fund, the Advisor determines which broker to use to execute each transaction, consistent with its duty to seek best execution of the transaction.  For buy or sell transactions considered simultaneously for the Fund and other accounts, orders are placed at the same time.  Client account transactions are allocated, combined or bunched with Fund transactions and different brokerage firms are used for the client and Fund transactions.  The Fund and client accounts are not invested in thinly traded or illiquid securities; therefore there would not be a conflict in fulfilling investment opportunities.

Compensation. The portfolio manager receives an annual salary in cash from the Advisor.  In setting the base salary, the Advisor’s intention is to be competitive in light of the portfolio manager’s experience and responsibilities. His compensation may also include bonus payments which are quantitatively determined, based typically on the amount of fund assets under management and a distribution of profits due to his indirect ownership interest in the Advisor. The portfolio manager does not have a deferred compensation plan. The portfolio manager participates in benefit plans and programs available generally to all employees, such as a defined contribution plan.

Securities Owned in the Fund by Portfolio Manager.  As of June 30, 2008, the portfolio manager owned the following securities in the Fund:

Name of Portfolio Manager	Dollar Range of Equity Securities in the Fund (None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001 - $500,000, $500,001 to $1,000,000, Over $1,000,000)	Aggregate Dollar Range of Securities in all Registered Investment Companies Overseen by Portfolio Manager in Family of Investment Companies
Richard Jarvis	Over $1,000,000	Over $1,000,000

THE FUND’S SERVICE PROVIDERS

Pursuant to a Fund Administration Servicing Agreement (the “Administration Agreement”), U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 (the “Administrator”), acts as administrator for the Fund.  The Administrator provides certain administrative services to the Fund, including, among other responsibilities, coordinating the negotiation of contracts and fees with, and the monitoring of performance and billing of, the Fund’s independent contractors and agents; preparation for signature by an officer of the Trust of all documents required to be filed for compliance by the Trust and the Fund with applicable laws and regulations excluding those of the securities laws of various states; arranging for the computation of performance data, including NAV and yield;  responding to shareholder inquiries; and arranging for the maintenance of books and records of the Fund, and providing, at its own expense, office facilities, equipment and personnel necessary to carry out its duties.  In this capacity, the Administrator does not have any responsibility or authority for the management of the Fund, the determination of investment policy, or for any matter pertaining to the distribution of Fund shares. Additionally, the Administrator provides Chief Compliance Officer services to the Trust under a separate agreement.  The cost for the Chief Compliance Officer services is allocated to the Fund by the Board.

B-26

For the periods indicated below, the Fund paid the following fees to its Administrator:

Administrator Fees Paid during fiscal years ended June 30,
2008	2007	2006
$48,115	$50,920	$53,382

Custodian and Transfer Agent

U.S. Bank National Association, 1555 N. River Center Drive, Suite 302, Milwaukee, Wisconsin 53212, is custodian for the securities and cash of the Fund.  Under the Custodian Agreement, U.S. Bank National Association holds the Fund’s portfolio securities in safekeeping and keeps all necessary records and documents relating to its duties.  U.S. Bank N.A. and its affiliates may participate in revenue sharing arrangements with service providers of mutual funds in which the Fund may invest.

Gemini Fund Services, LLC, 4020 S. 147th Street, Suite 2, Omaha, Nebraska 68137, serves as Transfer Agent and Dividend Disbursing Agent for the Fund pursuant to a Transfer Agency Service Agreement.  The services to be provided under the Transfer Agency Service Agreement include, among other things, processing, purchase and redemption transactions, establishing and maintaining shareholder accounts and records, and disbursing dividends declared by the Fund.

Independent Registered Public Accounting Firm and Legal Counsel

Tait, Weller & Baker LLP, 1818 Market Street, Philadelphia, Pennsylvania 19103, is the independent registered public accounting firm for the Fund whose services include auditing the Fund’s financial statements and the performance of related tax services.

Paul, Hastings, Janofsky & Walker LLP (“Paul Hastings”), 75 East 55th Street, New York, New York 10022, is counsel to the Fund and provides counsel on legal matters relating to the Fund.  Paul Hastings also serves as independent legal counsel to the Board.

THE FUND’S DISTRIBUTOR

The Trust has entered into a Distribution Agreement (the “Distribution Agreement”) with Quasar Distributors, LLC, 615 E. Michigan Street, Milwaukee, Wisconsin 53202 (the “Distributor”), pursuant to which the Distributor acts as the Fund’s distributor in a continuous public offering of the Fund’s shares, provides certain administration services and promotes and arranges for the sale of the Fund’s shares.  The Distributor, Administrator and Custodian are affiliated companies.  The Distribution Agreement will continue in effect only if such continuance is specifically approved at least annually by the Board or by vote of a majority of the Fund’s outstanding voting securities and, in either case, by a majority of the Independent Trustees.  The Distribution Agreement was re-approved by the Board at a meeting held December 12, 2007.  The Distribution Agreement is terminable without penalty by the Trust on behalf of the Fund on 60 days’ written notice when authorized either by a majority vote of the Fund’s shareholders or by vote of a majority of the Board, including a majority of the Independent Trustees or by the Distributor on 60 days’ written notice, and will automatically terminate in the event of its “assignment” (as defined in the 1940 Act).  The Distribution Agreement also provides that neither the Distributor nor its personnel shall be liable for any act or omission in the course of, or connected with, rendering services under the Distribution Agreement, except for willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties.

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EXECUTION OF PORTFOLIO TRANSACTIONS

Pursuant to the Advisory Agreement, the Advisor determines which securities are to be purchased and sold by the Fund and which broker-dealers are eligible to execute the Fund’s portfolio transactions.  Purchases and sales of securities in the over-the-counter market will generally be executed directly with a “market maker” unless, in the opinion of the Advisor, a better price and execution can otherwise be obtained by using a broker for the transaction.

Purchases of portfolio securities for the Fund also may be made directly from issuers or from underwriters.  Where possible, purchase and sale transactions will be effected through dealers (including banks) that specialize in the types of securities which the Fund will be holding, unless better executions are available elsewhere.  Dealers and underwriters usually act as principal for their own accounts.  Purchases from underwriters will include a concession paid by the issuer to the underwriter and purchases from dealers will include the spread between the bid and the asked price.  If the execution and price offered by more than one dealer or underwriter are comparable, the order may be allocated to a dealer or underwriter that has provided research or other services as discussed below.

In placing portfolio transactions, the Advisor will seek best execution.  The full range and quality of services available will be considered in making these determinations, such as the size of the order, the difficulty of execution, the operational facilities of the firm involved, the firm’s risk in positioning a block of securities, and other factors.  The Advisor considers such information, which is in addition to and not in lieu of the services required to be performed by it under its Agreement with the Fund, to be useful in varying degrees, but of indeterminable value.  Portfolio transactions may be placed with broker-dealers who sell shares of the Fund subject to rules adopted by the Financial Industry Regulatory Authority (“FINRA”) and the SEC.

While it is the Fund’s general policy to seek best execution in selecting a broker-dealer to execute portfolio transactions for the Fund, in accordance with the provisions of Section 28(e) of the 1934 Act, when it is determined that one or more broker-dealers can deliver best execution, weight is also given to the ability of a broker-dealer to furnish brokerage and research services to the Fund or to the Advisor, even if the specific services are not directly useful to the Fund and may be useful to the Advisor in advising other clients.  In negotiating commissions with a broker or evaluating the spread to be paid to a dealer, the Fund may therefore pay a higher commission or spread than would be the case if no weight were given to the furnishing of these supplemental services, provided that the amount of such commission or spread has been determined in good faith by the Advisor to be reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer.  The Board will review quarterly the Advisor’s performance of its responsibilities in connection with the placement of portfolio transactions on behalf of the Fund.  Such review is conducted for the purpose of determining if the markups and commissions, if any, paid by the Fund are reasonable in relation to the benefits received by the Fund taking into account the competitive practices of the industry.

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Investment decisions for the Fund are made independently from those of other client accounts or mutual funds managed or advised by the Advisor.  Nevertheless, it is possible that at times identical securities will be acceptable for both the Fund and one or more of such client accounts or funds.  In such event, the position of the Fund and such client account(s) or funds in the same issuer may vary and the length of time that each may choose to hold its investment in the same issuer may likewise vary.  However, to the extent any of these client accounts or Funds seeks to acquire the same security as the Fund at the same time, the Fund may not be able to acquire as large a portion of such security as it desires, or it may have to pay a higher price or obtain a lower yield for such security.  Similarly, the Fund may not be able to obtain as high a price for, or as large an execution of, an order to sell any particular security at the same time.  If one or more of such client accounts or Funds simultaneously purchases or sells the same security that the Fund is purchasing or selling, each day’s transactions in such security will be allocated between the Fund and all such client accounts or funds in a manner deemed equitable by the Advisor, taking into account the respective sizes of the accounts and the amount being purchased or sold.  It is recognized that in some cases this system could have a detrimental effect on the price or value of the security insofar as the Fund is concerned.  In other cases, however, it is believed that the ability of the Fund to participate in volume transactions may produce better executions for the Fund.

The Fund does not effect securities transactions through brokers in accordance with any formula.

For the periods indicated below, the Fund paid the following in brokerage commissions:

Aggregate Brokerage Commissions Paid during fiscal years ended June 30,
2008	2007	2006
$102,660	$67,591	$86,378

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The table below indicates the portion of the Fund’s aggregate brokerage for fiscal year ended June 30, 2008 (from the table above) that was directed to brokers who, in addition to providing trade execution, also supplied the Fund with research services.

Fiscal Year Ended June 30, 2008
Dollar Value of Securities Traded	Related Soft Dollar Brokerage Commissions
$58,553,122	$86,613

PORTFOLIO TURNOVER

Although the Fund generally will not invest for short-term trading purposes, portfolio securities may be sold without regard to the length of time they have been held when, in the opinion of the Advisor, investment considerations warrant such action.  Portfolio turnover rate is calculated by dividing (1) the lesser of purchases or sales of portfolio securities for the fiscal year by (2) the monthly average of the value of portfolio securities owned during the fiscal year.  A 100% turnover rate would occur if all the securities in the Fund’s portfolio, with the exception of securities whose maturities at the time of acquisition were one year or less, were sold and either repurchased or replaced within one year.  A high rate of portfolio turnover (100% or more) generally leads to transaction costs and may result in a greater number of taxable transactions.  See “Execution of Portfolio Transactions.”

Portfolio Turnover During fiscal years ended June 30,
2008	2007
104%	62%

The increase in portfolio turnover rate from fiscal year 2007 to 2008 was primarily due to the level of stock market price volatility.  Price volatility may result in an increased level of stock sales, which the portfolio manager believes are no longer compelling investments, and a related increase in replacement stock purchases.

PROXY VOTING POLICY

The Board has adopted Proxy Voting Policies and Procedures (“Policies”) on behalf of the Trust which delegate the responsibility for voting proxies to the Advisor, subject to the Board’s continuing oversight.  The Policies require that the Advisor vote proxies received in a manner consistent with the best interests of the Fund and its shareholders.  The Policies also require the Advisor to present to the Board, at least annually, the Advisor’s Proxy Policies and a record of each proxy voted by the Advisor on behalf of a Fund, including a report on the resolution of all proxies identified by the Advisor as involving a conflict of interest.

The Advisor has adopted Proxy Voting Policies and Procedures (“Advisor’s Proxy Policies”) which underscore the Advisor’s concern that all proxy voting decisions are made in the best interest of the Fund and that the Advisor will act in a prudent and diligent manner intended to enhance the economic value of the assets of the Fund.  The Advisor’s Proxy Policies are intended to serve as a guideline and to further the economic value of each mutual fund held by the Fund.  There will be regular review of this policy. Many proxy proposals will be voted in accordance with the Advisor’s established guidelines.  The Advisor recognizes that some proposals require special consideration and may dictate that the Advisor make an exception to its guidelines.  Pursuant to the Advisor’s Proxy Policies, the Advisor’s Compliance Officer has been appointed to analyze proxies and generally manage the proxy voting process.  The Compliance Officer will determine how to vote proxies for issues not specifically covered by the proxy voting guidelines.

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Certain of the Advisor’s proxy voting guidelines are summarized below:

·       Routine proposals are generally those which do not change the structure, bylaws or operations of the issuer. Given the routine nature of such proposals, proxies will generally be voted in a manner recommended by management. Such issues include uncontested approval of auditors and election of directors;

·       Non-routine proposals, including those affecting corporate governance, will generally be opposed. Such issues include poison pills, cumulative voting and staggered boards.  Other non-routine proposals, including compensation and other events, will be reviewed on a case-by-case basis; and

·       Shareholder proposals, including those affecting social responsibility issues, corporate governance and other corporate events will also generally be reviewed on a case-by-case basis.

Where a proxy proposal raises a conflict of interest between the Advisor’s interest and the Fund’s interest, the Advisor will resolve the conflict by:

1.     Disclosing such conflict of interest to the Board and obtaining consent before voting the proxy.

2.     Delegating the responsibility for voting the particular proxy to the Board or such other independent third party delegated by the Board.

The Trust is required to annually file Form N-PX, which lists the Fund’s complete proxy voting record for the 12-month period ending June 30.  The Fund’s proxy voting record is available without charge, upon request, by calling toll-free 1-866-811-0228 and on the SEC’s website at www.sec.gov.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The information provided below supplements the information contained in the Fund’s Prospectus regarding the purchase and redemption of Fund shares.

How to Buy Shares.  The public offering price of Fund shares is the NAV per share.  Shares are purchased at the public offering price next determined after the Transfer Agent receives your order in proper form.  In most cases, in order to receive that day’s public offering price, the Transfer Agent must receive your order in proper form before the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m., Eastern time.

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The NYSE annually announces the days on which it will not be open for trading.  The most recent announcement indicates that it will not be open on the following days: New Year’s Day, Martin Luther King Jr. Day, Washington’s Birthday/Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.  However, the NYSE may close on other days not included in that announcement.

The Trust reserves the right in its sole discretion (i) to suspend the continued offering of the Fund’s shares, (ii) to reject purchase orders in whole or in part when in the judgment of the Advisor or the Distributor such rejection is in the best interest of the Fund, and (iii) to reduce or waive the minimum for initial and subsequent investments for certain fiduciary accounts or under circumstances where certain economies can be achieved in sales of the Fund’s shares.

Automatic Investment Plan.  As discussed in the Prospectus, the Fund provides an Automatic Investment Plan for the convenience of investors who wish to purchase shares of the Fund on a regular basis.  All recordkeeping and custodial costs of the Automatic Investment Plan are paid by the Fund.  The market value of the Fund’s shares is subject to fluctuation, so before undertaking any plan for systematic investment, the investor should keep in mind that this plan does not assure a profit nor protect against depreciation in declining markets.

How to Sell Shares.  You can sell your Fund shares any day the NYSE is open for regular trading.  The Fund may require documentation for the sale of shares by a corporation, partnership, agent or fiduciary, or a surviving joint owner.  Contact the Transfer Agent for details.

Medallion Signature Guarantees.  To protect the Fund and its shareholders, a Medallion signature guarantee is required for all written redemption requests over $100,000.  Signature(s) on the redemption request must be guaranteed by an “eligible guarantor institution.”  These include banks, broker-dealers, credit unions and savings institutions.  A broker-dealer guaranteeing signatures must be a member of a clearing corporation or maintain net capital of at least $100,000.  Credit unions must be authorized to issue Medallion signature guarantees.  Medallion signature guarantees will be accepted from any eligible guarantor institution that participates in a Medallion signature guarantee program.  A notary public cannot provide a Medallion signature guarantee.  Certain other transactions also require a Medallion signature guarantee.

Delivery of Redemption Proceeds.  Payments to shareholders for shares of the Fund redeemed directly from the Fund will be made as promptly as possible but no later than seven days after receipt by the Transfer Agent of the written request in proper form, with the appropriate documentation as stated in the Prospectus, except that the Fund may suspend the right of redemption or postpone the date of payment during any period when (a) trading on the NYSE is restricted as determined by the SEC or the NYSE is closed for other than weekends and holidays; (b) an emergency exists as determined by the SEC making disposal of portfolio securities or valuation of net assets of the Fund not reasonably practicable; or (c) for such other period as the SEC may permit for the protection of the Fund’s shareholders.  Under unusual circumstances, the Fund may suspend redemptions, or postpone payment for more than seven days, but only as authorized by SEC rules.

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The value of shares on redemption or repurchase may be more or less than the investor’s cost, depending upon the market value of the Fund’s portfolio securities at the time of redemption or repurchase.

Telephone Redemptions.  Shareholders must have selected telephone transaction privileges on the account application when opening a Fund account.  Upon receipt of any instructions or inquiries by telephone from a shareholder or, if held in a joint account, from either party, or from any person claiming to be the shareholder, the Fund or its agent is authorized, without notifying the shareholder or joint account parties, to carry out the instructions or to respond to the inquiries, consistent with the service options chosen by the shareholder or joint shareholders in his or their latest account application or other written request for services, including redeeming shares of the Fund and depositing monies via federal wire payment into the bank account specified in the Telephone Options section of the shareholder’s latest account application or as otherwise properly specified to the Fund in writing.

The Transfer Agent will employ these and other reasonable procedures to confirm that instructions communicated by telephone are genuine; if it fails to employ reasonable procedures, the Fund and the Transfer Agent may be liable for any losses due to unauthorized or fraudulent instructions.  If these procedures are followed, an investor agrees, however, that to the extent permitted by applicable law, neither the Fund nor its agents will be liable for any loss, liability, cost or expense arising out of any redemption request, including any fraudulent or unauthorized request.  For information, consult the Transfer Agent.

During periods of unusual market changes and shareholder activity, you may experience delays in contacting the Transfer Agent by telephone.  In this event, you may wish to submit a written redemption request, as described in the Prospectus.  The telephone redemption privilege may be modified or terminated without notice.

Redemptions In-Kind.  The Trust has filed an election under SEC Rule 18f-1 committing to pay in cash all redemptions by a shareholder of record up to amounts specified by the rule (in excess of the lesser of (i) $250,000 or (ii) 1% of the Fund’s assets).  The Fund has reserved the right to pay the redemption price of its shares in excess of the amounts specified by the rule, either totally or partially, by a distribution in-kind of portfolio securities (instead of cash).  The securities so distributed would be valued at the same amount as that assigned to them in calculating the NAV for the shares being sold.  If a shareholder receives a distribution in-kind, the shareholder could incur brokerage or other charges in converting the securities to cash and will bear any market risks associated with such securities until they are converted into cash.

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Systematic Withdrawal Plan.  As discussed in the Prospectus, the Fund provides a Systematic Withdrawal Plan for the convenience of investors who wish to redeem shares of the Fund on a regular basis.  All recordkeeping and custodial costs of the Systematic Withdrawal Plan are paid by the Fund.

ANTI-MONEY LAUNDERING PROGRAM

The Trust has established an Anti-Money Laundering Compliance Program (the “Program”) as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”).  In order to ensure compliance with this law, the Trust’s Program provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness of the Program.

Procedures to implement the Program include, but are not limited to, determining that the Fund’s distributor and transfer agent have established proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity, checking shareholder names against designated government lists, including Office of Foreign Asset Control (“OFAC”), and a complete and thorough review of all new opening account applications.  The Trust will not transact business with any person or entity whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.

PORTFOLIO HOLDINGS INFORMATION

The Advisor and the Fund maintain portfolio holdings disclosure policies (the “Policies”) that govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the portfolio investments held by the Fund. These Policies have been approved by the Board. Disclosure of the Fund’s complete holdings is required to be made quarterly within 60 days of the end of each fiscal quarter in the Annual Report and Semi-Annual Report to Fund shareholders and in the quarterly holdings report on Form N-Q. These reports are available, free of charge, on the EDGAR database on the SEC’s website at www.sec.gov.  A complete list of the Fund’s portfolio holdings as of each calendar quarter-end is available upon request approximately five to ten business days after the calendar quarter end by calling 1-866-811-0228.

Pursuant to the Fund’s Policies, information about the Fund’s portfolio holdings is not distributed to any person unless:

§   The disclosure is required pursuant to a regulatory request, court order or is legally required in the context of other legal proceedings;

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§   The disclosure is made to a mutual fund rating and/or ranking organization, or person performing similar functions, who is subject to a duty of confidentiality, including a duty not to trade on any non-public information;

§   The disclosure is made to internal parties involved in the investment process, administration, operation or custody of the Fund, including, but not limited to USBFS and the Board, attorneys, auditors or accountants;

§   The disclosure is made: (a) in connection with a quarterly, semi-annual or annual report that is available to the public; or (b) relates to information that is otherwise available to the public; or

§   The disclosure is made with the prior written approval of either the Trust’s Chief Compliance Officer or his or her designee.

Certain of the persons listed above receive information about the Fund’s portfolio holdings on an ongoing basis.  The Fund believes that these third parties have legitimate objectives in requesting such portfolio holdings information and operate in the best interest of the Fund’s shareholders. These persons are:

§   A mutual fund rating and/or ranking organization, or person performing similar functions, who is subject to a duty of confidentiality, including a duty not to trade on any non-public information;

§   Rating and/or ranking organizations, specifically: Lipper; Morningstar; S&P; Bloomberg; Vickers-Stock Research Corporation; Thomson Financial; and Capital-Bridge, all of which currently receive such information between the fifth and tenth business day of the month following the end of a calendar quarter; or

§   Internal parties involved in the investment process, administration, operation or custody of the Fund, specifically: USBFS; the Board; and the Trust’s attorneys and accountants (currently, Paul Hastings and Tait, Weller & Baker LLP), all of which typically receive such information after it is generated.

Any disclosures to additional parties not described above are made with the approval of either the Trust’s Chief Compliance Officer or his or her designee, pursuant to the Fund’s Policies.

The Board exercises continuing oversight of the disclosure of the Fund’s portfolio holdings by (1) overseeing the implementation and enforcement of the Policies, Codes of Ethics and other relevant policies of the Fund and its service providers by the Trust’s Chief Compliance Officer, (2) by considering reports and recommendations by the Trust’s Chief Compliance Officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act), and (3) by considering  whether to approve any amendment to these Policies.  The Board reserves the right to amend the Policies at any time without prior notice in their sole discretion.

Neither the Advisor nor the Fund may receive compensation in connection with the disclosure of information about Fund portfolio securities.  In the event of a conflict between the interests of the Fund and the interests of the Advisor or an affiliated person of the Advisor, the Advisor’s Chief Compliance Officer, in consultation with the Trust’s Chief Compliance Officer, shall make a determination in the best interests of the Fund, and shall report such determination to the Advisor’s Board of Directors and to the Board at the end of the quarter in which such determination was made. Any employee of the Advisor who suspects a breach of this obligation must report the matter immediately to the Advisor’s Chief Compliance Officer or to his or her supervisor.

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In addition, material non-public holdings information may be provided without lag as part of the normal investment activities of the Fund to each of the following entities which, by explicit agreement or by virtue of their respective duties to the Fund, are required to maintain the confidentiality of the information disclosed:  Fund Administrator, Fund Accountant, Custodian, Transfer Agent, auditors, Fund counsel or the trustees, broker-dealers (in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities), and regulatory authorities.  Portfolio holdings information not publicly available with the SEC or through the Fund’s web site may only be provided to additional third parties, in accordance with the Policies, when the Fund has a legitimate business purpose and the third party recipient is subject to a confidentiality agreement.  Currently, the Fund does not disclose portfolio holdings information not publicly available to any additional parties.

In no event shall the Advisor, its affiliates or employees, or the Fund receive any direct or indirect compensation in connection with the disclosure of information about the Fund’s portfolio holdings.

There can be no assurance that the Policies and these procedures will protect the Fund from potential misuse of that information by individuals or entities to which it is disclosed.

DETERMINATION OF SHARE PRICE

The NAV of the Fund’s shares will fluctuate and is determined as of the close of trading on the NYSE (generally, 4:00 p.m., Eastern time) each business day.  The Fund does not expect to determine the NAV of its shares on any day when the NYSE is not open for trading even if there is sufficient trading in its portfolio securities on such days to materially affect the NAV per share.  However, the NAV of the Fund’s shares may be determined on days the NYSE is closed or at times other than 4:00 p.m. if the Board decides it is necessary.

The NAV per share is computed by dividing the value of the securities held by the Fund plus any cash or other assets (including interest and dividends accrued but not yet received) minus all liabilities (including accrued expenses) by the total number of shares in the Fund outstanding at such time.

Generally, the Fund’s investments are valued at market value or, in the absence of a market value, at fair value as determined in good faith by the Advisor and the Trust’s Valuation Committee pursuant to procedures approved by or under the direction of the Board.

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The Fund’s securities, including ADRs, which are traded on securities exchanges are valued at the last sale price on the exchange on which such securities are traded, as of the close of business on the day the securities are being valued or, lacking any reported sales, at the mean between the last available bid and asked price.  Securities that are traded on more than one exchange are valued on the exchange determined by the Advisor to be the primary market. Securities primarily traded in the National Association of Securities Dealers Automated Quotation (“NASDAQ”) Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”).  If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices. Over-the-counter (“OTC”) securities which are not traded in the NASDAQ Global Market System shall be valued at the most recent trade price.  Securities and assets for which market quotations are not readily available (including restricted securities which are subject to limitations as to their sale) are valued at fair value as determined in good faith by or under the direction of the Board.

Short-term debt obligations with remaining maturities in excess of 60 days are valued at current market prices, as discussed above.  Short-term securities with 60 days or less remaining to maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to the Fund if acquired within 60 days of maturity or, if already held by the Fund on the 60th day, based on the value determined on the 61st day.

Corporate debt securities are valued on the basis of valuations provided by dealers in those instruments, by an independent pricing service, approved by the Board, or at fair value as determined in good faith by procedures approved by the Board.  Any such pricing service, in determining value, will use information with respect to transactions in the securities being valued, quotations from dealers, market transactions in comparable securities, analyses and evaluations of various relationships between securities and yield to maturity information.

An option that is written by the Fund is generally valued at the last sale price or, in the absence of the last sale price, the average of the quoted bid and asked prices.  An option that is purchased by the Fund is generally valued at the last sale price or, in the absence of the last sale price, the average of the quoted bid and asked prices.  If an options exchange closes after the time at which the Fund’s NAV is calculated, the last sale or last bid and asked prices as of that time will be used to calculate the NAV.

All other assets of the Fund are valued in such manner as the Board in good faith deems appropriate to reflect their fair value.

DISTRIBUTIONS AND TAX INFORMATION

Distributions.  Dividends from net investment income and distributions from net profits from the sale of securities are generally made annually, typically in December.  Also, the Fund expects to distribute any undistributed net investment income on or about December 31 of each year.  Any net capital gains realized through the period ended October 31 of each year will also be distributed on or about December 31 of each year.

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Each distribution by the Fund is accompanied by a brief explanation of the form and character of the distribution.  In January of each year the Fund will issue to each shareholder a statement of the federal income tax status of all distributions.

Tax Information.  Each series of the Trust is treated as a separate entity for federal income tax purposes.  The Fund intends to qualify and elect to be treated as a “regulated investment company” under Subchapter M of the Code, provided that it complies with all applicable requirements regarding the source of its income, diversification of its assets and amount and timing of distributions.  It is the Fund’s policy to distribute to its shareholders all of its investment company taxable income and any net realized capital gains for each fiscal year in a manner that complies with the distribution requirements of the Code, so that the Fund will not be subject to any federal income tax or excise taxes based on net income.

In order to qualify as a regulated investment company, the Fund must, among other things, derive at least 90% of its gross income each year from dividends, interest, payments with respect to loans of stock and securities, gains from the sale or other disposition of stock or securities or foreign currency gains related to investments in stock or securities, or other income (generally including gains from options, futures or forward contracts) derived with respect to the business of investing in stock, securities or currency, and net income derived from an interest in a qualified publicly traded partnership.  The Fund must also satisfy the following two asset diversification tests.  At the end of each quarter of each taxable year, (i) at least 50% of the value of the Fund’s total assets must be represented by cash and cash items (including receivables), U.S. Government securities, the securities of other regulated investment companies, and other securities, with such other securities being limited in respect of any one issuer to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets may be invested in the securities of any one issuer (other than U.S. Government securities or the securities of other regulated investment companies), the securities of any two or more issuers (other than the securities of other regulated investment companies) that the Fund controls (by owning 20% or more of their outstanding voting stock) and that are determined to be engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships.  The Fund must also distribute each taxable year sufficient dividends to its shareholders to claim a dividends paid deduction equal to at least the sum of 90% of the Fund’s investment company taxable income (which generally includes dividends, interest, and the excess of net short-term capital gain over net long-term capital loss) and 90% of the Fund’s net tax-exempt interest, if any.

In addition to the taxable year 90% distribution requirement described in the previous paragraph, and in order to avoid the imposition of a non-deductible 4% excise tax, the Fund must distribute (or be deemed to have distributed) by December 31 of each calendar year (i) at least 98% of its ordinary income for such year, (ii) at least 98% of the excess of its realized capital gains over its realized capital losses for the 12-month period ending on October 31 during such year, and (iii) any amounts from prior years that were not distributed and on which no federal income tax was paid.  The Fund intends to declare and pay dividends and other distributions, as stated in the Prospectus.  If a Fund does not qualify as a regulated investment company, it may be taxed as a corporation.

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The Fund’s ordinary income generally consists of interest and dividend income, less expenses.  Net realized capital gains for a fiscal period are computed by taking into account any capital loss carry-forward of the Fund.

Distributions of net investment income and net short-term capital gains are taxable to shareholders as ordinary income or qualified dividend income.  Under current law, distributions of certain qualified dividend income paid out of the Fund’s investment company taxable income may be taxable to noncorporate shareholders at long-term capital gain rates, which are currently significantly lower than the highest rate that applies to ordinary income, provided that certain holding period requirements are met.  In the case of corporate shareholders, a portion of the distributions may qualify for the intercorporate dividends-received deduction to the extent the Fund designates the amount distributed as a qualifying dividend.  This designated amount cannot, however, exceed the aggregate amount of qualifying dividends received by the Fund for its taxable year.  The deduction, if any, may be reduced or eliminated if Fund shares held by a corporate investor are treated as debt-financed or are held for fewer than 46 days.

Any long-term capital gain distributions are taxable to shareholders as long-term capital gains regardless of the length of time they have held their shares.  Capital gains distributions are not eligible for the dividends-received deduction referred to in the previous paragraph.  Distributions of any ordinary income and net realized capital gains will be taxable as described above, whether received in shares or in cash.  Shareholders who choose to receive distributions in the form of additional shares will have a cost basis for federal income tax purposes in each share so received equal to the NAV of a share on the reinvestment date.  Distributions are generally taxable when received.  However, distributions declared in October, November or December to shareholders of record on a date in such a month and paid the following January are taxable as if received on December 31.  Distributions are includable in alternative minimum taxable income in computing a shareholder’s liability for the alternative minimum tax.

Under the Code, the Fund will be required to report to the Internal Revenue Service all distributions of ordinary income and capital gains as well as gross proceeds from the redemption of Fund shares, except in the case of exempt shareholders, which includes most corporations.  Pursuant to the backup withholding provisions of the Code, distributions of any taxable income and capital gains and proceeds from the redemption of Fund shares may be subject to withholding of federal income tax in the case of non-exempt shareholders who fail to furnish the Fund with their taxpayer identification numbers and with required certifications regarding their status under the federal income tax law.  If the backup withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in additional shares, will be reduced by the amounts required to be withheld.  Corporate and other exempt shareholders should provide the Fund with their taxpayer identification numbers or certify their exempt status in order to avoid possible erroneous application of backup withholding.  The Fund reserves the right to refuse to open an account for any person failing to certify the person’s taxpayer identification number.

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The Fund will not be subject to corporate income tax in the State of Delaware as long as it qualifies as a regulated investment company for federal income tax purposes.  Distributions and the transactions referred to in the preceding paragraphs may be subject to state and local income taxes, and the tax treatment thereof may differ from the federal income tax treatment.

The foregoing discussion of U.S. federal income tax law relates solely to the application of that law to U.S. citizens or residents and U.S. domestic corporations, partnerships, trusts and estates.  Each shareholder who is not a U.S. person should consider the U.S. and foreign tax consequences of ownership of shares of the Fund, including the possibility that such a shareholder may be subject to a U.S. withholding tax at a rate of 30 percent (or at a lower rate under an applicable income tax treaty) on amounts constituting ordinary income, or, in the alternative, may be subject to a U.S. withholding tax at a rate of 35 percent on amounts attributable to dispositions by a Fund of U.S. real property interests (possibly including REIT stock) or to distributions received by a Fund from its REIT holdings.

In addition, the foregoing discussion of tax law is based on existing provisions of the Code, existing and proposed regulations thereunder, and current administrative rulings and court decisions, all of which are subject to change.  Any such changes could affect the validity of this discussion.  The discussion also represents only a general summary of tax law and practice currently applicable to the Fund and certain shareholders therein, and, as such, is subject to change.  In particular, the consequences of an investment in shares of the Fund under the laws of any state, local or foreign taxing jurisdictions are not discussed herein.  Each prospective investor should consult his or her own tax advisor to determine the application of the tax law and practice in his or her own particular circumstances.

GENERAL INFORMATION

The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest and to divide or combine the shares into a greater or lesser number of shares without thereby changing the proportionate beneficial interest in the Fund.  Each share represents an interest in the Fund proportionately equal to the interest of each other share.  Upon the Fund’s liquidation, all shareholders would share pro rata in the net assets of the Fund available for distribution to shareholders.

The Declaration of Trust does not require the issuance of stock certificates.  If stock certificates are issued, they must be returned by the registered owners prior to the transfer or redemption of shares represented by such certificates.

If they deem it advisable and in the best interests of shareholders, the Board may create additional series of shares which differ from each other only as to dividends.  The Board has created numerous series of shares, and may create additional series in the future, each of which has separate assets and liabilities.  Income and operating expenses not specifically attributable to a particular Fund are allocated fairly among the Funds by the Trustees, generally on the basis of the relative net assets of each Fund.

B-40

Rule 18f-2 under the 1940 Act provides that as to any investment company which has two or more series outstanding and as to any matter required to be submitted to shareholder vote, such matter is not deemed to have been effectively acted upon unless approved by the holders of a “majority” (as defined in the Rule) of the voting securities of each series affected by the matter.  Such separate voting requirements do not apply to the election of Trustees or the ratification of the selection of accountants.  The Rule contains special provisions for cases in which an advisory contract is approved by one or more, but not all, series.  A change in investment policy may go into effect as to one or more series whose holders so approve the change even though the required vote is not obtained as to the holders of other affected series.

With respect to the Fund, the Trust may offer more than one class of shares.  The Trust has reserved the right to create and issue additional series or classes.  Each share of a series or class represents an equal proportionate interest in that series or class with each other share of that series or class.  Currently, the Fund has only one class of shares, the Institutional Class.

The shares of each series or class participate equally in the earnings, dividends and assets of the particular series or class.  Expenses of the Trust which are not attributable to a specific series or class are allocated among all the series in a manner believed by management of the Trust to be fair and equitable.  Shares have no pre-emptive or conversion rights.  Shares, when issued, are fully paid and non-assessable, except as set forth below.  Shareholders are entitled to one vote for each share held.  Shares of each series or class generally vote together, except when required under federal securities laws to vote separately on matters that only affect a particular class, such as the approval of distribution plans for a particular class.

The Trust is not required to hold annual meetings of shareholders but will hold special meetings of shareholders of a series or class when, in the judgment of the Trustees, it is necessary or desirable to submit matters for a shareholder vote.  Shareholders have, under certain circumstances, the right to communicate with other shareholders in connection with requesting a meeting of shareholders for the purpose of removing one or more Trustees.  Shareholders also have, in certain circumstances, the right to remove one or more Trustees without a meeting.  No material amendment may be made to the Declaration of Trust without the affirmative vote of the holders of a majority of the outstanding shares of each portfolio affected by the amendment.  The Declaration of Trust provides that, at any meeting of shareholders of the Trust or of any series or class, a Shareholder Servicing Agent may vote any shares as to which such Shareholder Servicing Agent is the agent of record and which are not represented in person or by proxy at the meeting, proportionately in accordance with the votes cast by holders of all shares of that portfolio otherwise represented at the meeting in person or by proxy as to which such Shareholder Servicing Agent is the agent of record.  Any shares so voted by a Shareholder Servicing Agent will be deemed represented at the meeting for purposes of quorum requirements. Any series or class may be terminated any time by vote of a majority of shares of that series or class or by the Trustees by written notice to the Shareholders of that series or class.  Unless each series is so terminated, the Trust will continue indefinitely.

B-41

The Declaration of Trust also provides that the Trust shall maintain appropriate insurance (for example, fidelity bonding and errors and omissions insurance) for the protection of the Trust, its shareholders, Trustees, officers, employees and agents covering possible tort and other liabilities.

The Trust, the Advisor and the Distributor have each adopted a Code of Ethics under Rule 17j-1 of the 1940 Act.  These Codes permit, subject to certain conditions, access persons of the Advisor and Distributor to invest in securities that may be purchased or held by the Fund.

FINANCIAL STATEMENTS

The Annual Report for the Fund for the fiscal year ended June 30, 2008, is a separate document supplied upon request and the financial statements and accompanying notes appearing therein are incorporated by reference into this SAI.

B-42

APPENDIX A

CORPORATE BOND RATINGS

Moody’s Investors Service, Inc.

Aaa: Bonds which are rated Aaa are judged to be of the best quality.  They carry the smallest degree of investment risk and are generally referred to as “gilt edge.”  Interest payments are protected by a large or by an exceptionally stable margin and principal is secure.  While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all standards.  Together with the Aaa group they comprise what are generally known as high grade bonds.  They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuations or protective elements may be of greater amplitude or there may be other elements present which make long-term risks appear somewhat larger than in Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations.  Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured.  Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time.  Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured.  Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future.  Uncertainty of position characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable investment.  Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated Caa are of poor standing.  Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca: Bonds which are rated Ca represent obligations which are speculative in a high degree.  Such issues are often in default or have other marked shortcomings.

B-43

C: Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospectus of ever attaining any real investment standing.  Moody’s applies numerical modifiers, 1, 2 and 3 in each generic rating classification from Aa through B in its corporate bond rating system.  The modified 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

Standard & Poor’s Ratings Group

AAA: Bonds rated AAA are highest grade debt obligations.  This rating indicates an extremely strong capacity to pay principal and interest.

AA: Bonds rated AA also qualify as high-quality debt obligations.  Capacity to pay principal and interest is very strong, and in the majority of instances they differ from AAA issues only in small degree.

A: Bonds rated A have a strong capacity to pay principal and interest, although they are more susceptible to the adverse effects of changes in circumstances and economic conditions.

BBB: Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest.  Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category.

BB, B, CCC, CC, C: Bonds rated BB, B, CCC, CC and C are regarded on balance as predominantly speculative with respect to capacity to pay interest and repay principal BB indicates the least degree of speculation and C the highest.  While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposure to adverse conditions.

BB: Bonds rated BB have less near-term vulnerability to default than other speculative issues.  However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments.  The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB- rating.

B: Bonds rated B have a greater vulnerability to default but currently have the capacity to meet interest payments and principal repayments.  Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal.  The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB-rating.

CCC: Bonds rated CCC have a currently identifiable vulnerability to default and are dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal.  In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal.  The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating.

B-44

CC: The rating CC typically is applied to debt subordinated to senior debt which is assigned an actual or implied CCC- debt rating.  The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.

CI: The rating CI is reserved for income bonds on which no interest is being paid.

D: Bonds rated D are in payment default.  The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments are jeopardized.

Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing with the major categories.

B-45

APPENDIX B

COMMERCIAL PAPER RATINGS

Moody’s Investors Service, Inc.

Prime-1--Issuers (or related supporting institutions) rated “Prime-1” have a superior ability for repayment of senior short-term debt obligations.  “Prime-1” repayment ability will often be evidenced by many of the following characteristics: leading market positions in well-established industries, high rates of return on funds employed, conservative capitalization structures with moderate reliance on debt and ample asset protection, broad margins in earnings coverage of fixed financial charges and high internal cash generation, and well-established access to a range of financial markets and assured sources of alternate liquidity.

Prime-2--Issuers (or related supporting institutions) rated “Prime-2” have a strong ability for repayment of senior short-term debt obligations.  This will normally be evidenced by many of the characteristics cited above but to a lesser degree.  Earnings trends and coverage ratios, while sound, will be more subject to variation.  Capitalization characteristics, while still appropriate, may be more affected by external conditions.  Ample alternative liquidity is maintained.

Standard & Poor’s Ratings Group

A-1--This highest category indicates that the degree of safety regarding timely payment is strong.  Those issues determined to possess extremely strong safety characteristics are denoted with a plus (+) sign designation.

A-2--Capacity for timely payment on issues with this designation is satisfactory.  However, the relative degree of safety is not as high as for issues designated “A-1”.

B-46

PART C

ADVISORS SERIES TRUST

(McCarthy Multi-Cap Stock Fund)

OTHER INFORMATION

Item 23.  Exhibits

(a) Agreement and Declaration of Trust dated October 3, 1996, was previously filed with the Trust’s Registration Statement on Form N-1A on December 6, 1996, and is incorporated herein by reference.

(b) Amended and Restated By-Laws dated June 27, 2002, were previously filed with Post-Effective Amendment No. 113 to the Trust’s Registration Statement on Form N-1A on January 28, 2003, and are incorporated herein by reference.

(c) Instruments Defining Rights of Security Holders were incorporated by reference to the Trust’s Agreement and Declaration of Trust and Amended and Restated By-Laws.

(d) Investment Advisory Agreement was previously filed with Post-Effective Amendment No. 251 to the Registration Statement on Form N-1A on October 23, 2007, and is incorporated herein by reference.

(i) Amended Schedule A to Investment Advisory Agreement was previously filed with Post-Effective Amendment No. 251 to the Registration Statement on Form N-1A on October 23, 2007, and is incorporated herein by reference.

(e) Distribution Agreement – filed herewith.

(f) Bonus or Profit Sharing Contracts – not applicable.

(g) Custody Agreement was previously filed with Post-Effective Amendment No. 222 to the Trust’s Registration Statement on Form N-1A on June 28, 2006, and is incorporated herein by reference.

(h) Other Material Contracts

(i) Fund Administration Servicing Agreement was previously filed with Post-Effective Amendment No. 222 to the Trust’s Registration Statement on Form N-1A on June 28, 2006, and is incorporated herein by reference.

(ii) Transfer Agency Service Agreement – filed herewith.

(A) Addendum to Transfer Agency Service Agreement – filed herewith.

(iii) Fund Accounting Servicing Agreement was previously filed with Post-Effective Amendment No. 222 to the Trust’s Registration Statement on Form N-1A on June 28, 2006, and is incorporated herein by reference.

C-1

(iv) Operating Expenses Limitation Agreement was previously filed with Post-Effective Amendment No. 251 to the Registration Statement on Form N-1A on October 23, 2007, and is incorporated herein by reference.

(A) Amended Appendix A to Operating Expenses Limitation Agreement was previously filed with Post-Effective Amendment No. 251 to the Registration Statement on Form N-1A on October 23, 2007, and is incorporated herein by reference.

(v) Power of Attorney – filed herewith.

(i) Opinion of Counsel was previously filed with Post-Effective Amendment No. 98 to the Registration Statement on Form N-1A on June 7, 2002, and is incorporated herein by reference.

(j) Consent of Independent Registered Public Accounting Firm – filed herewith.

(k) Omitted Financial Statements – not applicable.

(l) Subscription Agreements were previously filed with Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on Form N-1A on February 28, 1997, and are incorporated herein by reference.

(m) Rule 12b-1 Plan – not applicable.

(n) Rule 18f-3 Plan – not applicable.

(o) Reserved.

(p) Code of Ethics

(i) Code of Ethics for Registrant was previously filed with Post-Effective Amendment No. 257 to the Trust’s Registration Statement on Form N-1A on January 28, 2008, and is incorporated herein by reference.

(ii) Code of Ethics for the Advisor (dated August 2008) – filed herewith.

(iii) Code of Ethics for Access Persons of Quasar Distributors, LLC was previously filed with Post-Effective Amendment No. 257 to the Trust’s Registration Statement on Form N-1A on January 28, 2008, and is incorporated herein by reference.

Item 24.  Persons Controlled by or Under Common Control with Registrant.

No person is directly or indirectly controlled by or under common control with the Registrant.

Item 25.  Indemnification.

Reference is made to Article VII of the Registrant’s Declaration of Trust, Article VI of Registrant’s Amended and Restated By-Laws and Paragraph 7 of the Distribution Agreement.

C-2

Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking:  “Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.”

Item 26.  Business and Other Connections of the Investment Adviser.

With respect to the Advisor, the response to this Item will be incorporated by reference to the Advisor’s Uniform Application for Investment Adviser Registration (Form ADV) on file with the Securities and Exchange Commission (“SEC”), dated March 5, 2008.  The Advisor’s Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov.

Item 27.  Principal Underwriter.

(a) Quasar Distributors, LLC, the Registrant’s principal underwriter, acts as principal underwriter for the following investment companies:

Academy Funds Trust	Julius Baer Global Equity Fund, Inc.
Advisors Series Trust	Julius Baer Investment Funds
AIP Alternative Strategies Funds	Kensington Funds
Allied Asset Advisors Funds	Keystone Mutual Funds
Alpine Equity Trust	Kiewit Investment Fund, LLLP
Alpine Income Trust	Kirr Marbach Partners Funds, Inc
Alpine Series Trust	LKCM Funds
Brandes Investment Trust	Masters' Select Funds Trust
Brandywine Blue Funds, Inc.	Matrix Advisors Value Fund, Inc.
Brazos Mutual Funds	Monetta Fund, Inc.
Bridges Investment Fund, Inc.	Monetta Trust
Buffalo Funds	MP63 Fund, Inc.
Country Mutual Funds Trust	Nicholas Family of Funds, Inc.
Cullen Funds Trust	Permanent Portfolio Family of Funds, Inc.
Empiric Funds, Inc.	Perritt Funds, Inc.
Everest Funds	Perritt Microcap Opportunities Fund, Inc.
Fairholme Funds, Inc.	Primecap Odyssey Funds
First American Funds, Inc.	Professionally Managed Portfolios
First American Investment Funds, Inc.	Prospector Funds, Inc.
First American Strategy Funds, Inc.	Prudent Bear Funds, Inc.
Fort Pitt Capital Funds	Purisima Funds
Glenmede Fund, Inc.	Quaker Investment Trust
Glenmede Portfolios	Rainier Investment Management Mutual Funds
Greenspring Fund, Inc.	Rockland Funds Trust
Guinness Atkinson Funds	Summit Mutual Funds, Inc.
Harding Loevner Funds, Inc.	Thompson Plumb Funds, Inc.
Hennessy Funds Trust	TIFF Investment Program, Inc.
Hennessy Funds, Inc.	Trust for Professional Managers
Hennessy Mutual Funds, Inc.	Underlying Funds Trust
Hotchkis & Wiley Funds	USA Mutuals Funds

C-3

Intrepid Capital Management Funds Trust	Wexford Trust
Jacob Internet Fund, Inc.	Wisconsin Capital Funds, Inc.
Jensen Portfolio, Inc.	WY Funds

(b) To the best of Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:

Name and Principal Business Address	Position and Offices with Quasar Distributors, LLC	Positions and Offices with Registrant
James R. Schoenike	President, Board Member	None
Andrew M. Strnad	Secretary	None
Joe D. Redwine	Board Member	Trustee, Chairman and Chief Executive Officer
Robert Kern	Board Member	None
Eric W. Falkeis	Board Member	None
Susan LaFond	Treasurer	None
Teresa Cowan	Assistant Secretary	None
The address of each of the foregoing is 615 East Michigan Street, Milwaukee, Wisconsin 53202.

(c)                         Not applicable.

Item 28.  Location of Accounts and Records.

The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 are maintained at the following locations:

Records Relating to:	Are located at:
Registrant’s Fund Administrator and Fund Accountant	U.S. Bancorp Fund Services, LLC 615 East Michigan Street, 3rd Floor Milwaukee, Wisconsin  53202
Registrant’s Transfer Agent	Gemini Fund Services, LLC 4020 S. 147th Street, Suite 2 Omaha, Nebraska 68137
Registrant’s Custodian	U.S. Bank National Association 1555 N. River Center Drive, Suite 302 Milwaukee, WI 53212
Registrant’s Investment Advisor	McCarthy Group Advisors LLC 1125 S. 103rd Street Omaha, Nebraska 68124-6019
Registrant’s Distributor	Quasar Distributors, LLC 615 East Michigan Street, 4th Floor Milwaukee, WI 53202

C-4

Item 29.  Management Services Not Discussed in  Parts A and B.

Not Applicable.

Item 30.  Undertakings.

Not Applicable.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that this Post-Effective Amendment No. 273 to its Registration Statement meets all the requirements for effectiveness pursuant to Rule 485(b) of the Securities Act of 1933, as amended, and the Registrant has duly caused this Post-Effective Amendment No. 273 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee and State of Wisconsin, on the ___th day of October, 2008.

Advisors Series Trust

By:  /s/Douglas G. Hess                                                        

Douglas G. Hess

President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 273 to its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Walter E. Auch*	Trustee	October ___, 2008
Walter E. Auch
James Clayburn LaForce*	Trustee	October ___, 2008
James Clayburn LaForce
Donald E. O’Connor*	Trustee	October ___, 2008
Donald E. O’Connor
George J. Rebhan*	Trustee	October ___, 2008
George J. Rebhan
George T. Wofford*	Trustee	October ___, 2008
George T. Wofford
Joe D. Redwine*	Trustee, Chairman and Chief	October ___, 2008
Joe D. Redwine	Executive Officer
Cheryl L. King	Treasurer and Principal	October ___, 2008
Cheryl L. King	Financial Officer
Douglas G. Hess	President and Principal	October ___, 2008
Douglas G. Hess	Executive Officer
*By:    /s/Douglas G. Hess		October ___, 2008
Douglas G. Hess Attorney-In Fact pursuant to Power of Attorney

C-6

EXHIBIT INDEX

Exhibit	Exhibit No.
Distribution Agreement	EX.99.e
Transfer Agency Service Agreement	EX.99.h.ii
Addendum to Transfer Agency Service Agreement	EX.99.h.ii.A
Power of Attorney	EX.99.h.v
Consent of Independent Registered Public Accounting Firm	EX.99.j
Code of Ethics (Advisor)	EX.99.p.ii

C-7 

EX-99.E

DISTRIBUTION AGREEMENT

THIS AGREEMENT is made and entered into this 18th day of August, 2006, by and between ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of its fund, the McCarthy Fund, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). McCARTHY GROUP ADVISORS, LLC, the investment advisor to the Fund (the “Advisor”), is a party hereto with respect to Section 5 only.

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and is authorized to issue shares of beneficial interest (“Shares”) in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member of the National Association of Securities Dealers, Inc. (the “NASD”);

WHEREAS, the Trust desires to retain the Distributor as principal underwriter in connection with the offer and sale of the Shares of each series of the Trust listed on the exhibits hereto (as amended from time to time) (each a “Fund” and collectively, the “Funds”); and

WHEREAS, this Agreement has been approved by a vote of the Trust’s board of trustees (“Board of Trustees” or the “Board”), including its disinterested trustees voting separately, in conformity with Section 15(c) of the 1940 Act.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1.   Appointment of Quasar as Distributor

The Trust hereby appoints the Distributor as its agent for the sale and distribution of Shares of the Fund in jurisdictions wherein the Shares may be legally offered for sale, on the terms and conditions set forth in this Agreement, and the Distributor hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement.  The services and duties of the Distributor shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against the Distributor hereunder.

2.   Services and Duties of the Distributor

A.   The Distributor agrees to sell Shares on a best efforts basis as agent for the Trust upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus.  As used in this Agreement, the term “Prospectus” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to the Fund and included in the currently effective registration statement (the “Registration Statement”) of the Trust filed under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act.  The Trust shall in all cases receive the net asset value per Share on all sales.  If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below.  In no event shall the Distributor be entitled to all or any portion of such sales charge.

1

B.   During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will accept such orders on behalf of the Trust.  Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus.

C.   The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System.

D.   The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust.

E.   The Distributor agrees to cooperate with the Trust or its agent in the development of all proposed advertisements and sales literature relating to the Fund.  The Distributor agrees to review all proposed advertisements and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertisements and sales literature it believes are in compliance with such laws and regulations.  The Distributor agrees to furnish to the Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.

F.   The Distributor, at its sole discretion, may repurchase Shares offered for sale by shareholders of the Fund.  Repurchase of Shares by the Distributor shall be at the price determined in accordance with, and in the manner set forth in, the Prospectus.  At the end of each business day, the Distributor shall notify the Trust and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last report, the amount to be paid for such Shares and the identity of the shareholders offering Shares for repurchase.  The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor.  The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder requests for redemption of Shares.

G.   The Distributor may, in its discretion, enter into agreements with such qualified broker-dealers as it may select, in order that such broker-dealers also may sell Shares of the Fund.  The form of any dealer agreement shall be approved by the Trust.  To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling broker-dealer, as described in the Prospectus.

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H.   The Distributor shall devote its best efforts to effect sales of Shares of the Fund but shall not be obligated to sell any certain number of Shares.

I.   The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of any 12b-1 payments received by the Distributor.

J.   The Distributor agrees to advise the Trust promptly in writing of the initiation of any proceedings against it by the SEC or its staff, the NASD or any state regulatory authority.

K.   The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable NASD rules.

3.   Representations and Covenants of the Trust

A.   The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(1)   It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(2)   This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;

(3)   It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;

(4)   All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable;

(5)   The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and

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(6)   The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Trust or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.

B.   The Trust, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Trust and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated.  The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.

C.   The Trust agrees to advise the Distributor promptly in writing:

(i)of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus;

(ii)in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;

(iii)of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading;

(iv)of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and

(v)in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC.

D.   The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.

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E.   The Trust agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

F.   The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value.  In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request.  The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings.  The Trust represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.  Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials.

G.   The Trust has reviewed and is familiar with the provisions of NASD Rule 2830(k) prohibiting directed brokerage.  In addition, the Trust agrees not to enter into any agreement (whether orally or in writing) under which the Trust directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company.  In the event the Trust fails to comply with the provisions of NASD Rule 2830(k), the Trust shall promptly notify the Distributor.

4.   Additional Representations and Covenants of the Distributor

The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that:

(1)   It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(2)   This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;

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(3)   It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;

(4)   It is registered as a broker-dealer under the 1934 Act and is a member in good standing of the NASD;

(5)   It: (i) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Trust and the Advisor if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and

(6)   In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal or state laws and regulations.

5.   Compensation

The Distributor shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on the exhibits attached hereto (as amended from time to time).  The Distributor shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by the Distributor in performing its duties hereunder.  The Trust shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute.  The Trust shall notify the Distributor in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid.  With the exception of any fee or expense the Trust is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Trust to the Distributor shall only be paid out of the assets and property of the particular Fund involved.  Such fees and expenses shall be paid to Distributor by the Trust from Rule 12b-1 fees payable by the appropriate Fund or, if the Fund does not have a Rule 12b-1 plan, or if Rule 12b-1 fees are not sufficient to pay such fees and expenses, or if the Rule 12b-1 plan is discontinued, or if the Advisor otherwise determines that Rule 12b-1 fees shall not, in whole or in part, be used to pay Distributor, the Advisor shall be responsible for the payment of the amount of such fees and expenses not covered by Rule 12b-1 payments.

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6.   Expenses

A.   The Trust shall bear all costs and expenses in connection with the registration of its Shares with the SEC and its related compliance with state securities laws, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders, including but not limited to: (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statements and Prospectuses, as well as related advertising and sales literature; (iii) costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Trust pursuant to Section 3(D) hereof.

B.   The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification.  The Distributor does not assume responsibility for any expenses not expressly assumed hereunder.

7.   Indemnification

A.   The Trust shall indemnify, defend and hold the Distributor and each of its managers, officers, employees, representatives and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor Indemnitees”), free and harmless from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) (collectively, “Losses”) that the Distributor Indemnitees may sustain or incur or that may be asserted against a Distributor Indemnitee by any person (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Trust or its agent, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) based upon the Trust’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement; provided, however, that the Trust’s obligation to indemnify the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof.  The Trust’s agreement to indemnify the Distributor Indemnitees is expressly conditioned upon the Trust being notified of such action or claim of loss brought against the Distributor Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Distributor Indemnitees, unless the failure to give notice does not prejudice the Trust; provided, that the failure so to notify the Trust of any such action shall not relieve the Trust from any liability which the Trust may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Trust’s indemnity agreement contained in this Section 7(A).

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B.   The Trust shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by the Trust and approved by the Distributor, which approval shall not be unreasonably withheld.  In the event the Trust elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them.  If the Trust does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Trust, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust and the Distributor Indemnitees, the Trust will reimburse the Distributor Indemnitees for the reasonable fees and expenses of any counsel retained by them.  The Trust’s indemnification agreement contained in Sections 7(A) and 7(B) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement.  This agreement of indemnity will inure exclusively to the benefit of the Distributor Indemnitees and their successors.  The Trust agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or trustees in connection with the offer and sale of any of the Shares.

C.   The Trust shall advance attorneys’ fees and other expenses incurred by any Distributor Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 7 to the maximum extent permissible under applicable law.

D.   The Distributor shall indemnify, defend and hold the Trust and each of its trustees, officers, employees, representatives and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnitees”), free and harmless from and against any and all Losses that the Trust Indemnitees may sustain or incur or that may be asserted against a Trust Indemnitee by any person (i) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Distributor, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statement not misleading, or (iii) based upon the Distributor’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement; provided, however, that with respect to clauses (i) and (ii), above, the Distributor’s obligation to indemnify the Trust Indemnitees shall only be deemed to cover Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof.  The Distributor’s agreement to indemnify the Trust Indemnitees is expressly conditioned upon the Distributor being notified of any action or claim of loss brought against the Trust Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Trust Indemnitees, unless the failure to give notice does not prejudice the Distributor; provided, that the failure so to notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, otherwise than on account of the Distributor’s indemnity agreement contained in this Section 7(D).

8

E.   The Distributor shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Trust, which approval shall not be unreasonably withheld.  In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them.  If the Distributor does not elect to assume the defense of any such suit, or in case the Trust does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust Indemnitees and the Distributor, the Distributor will reimburse the Trust Indemnitees for the reasonable fees and expenses of any counsel retained by them.  The Distributor’s indemnification agreement contained in Sections 7(D) and 7(E) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement.  This agreement of indemnity will inure exclusively to the benefit of the Trust Indemnitees and their successors.  The Distributor agrees promptly to notify the Trust of the commencement of any litigation or proceedings against the Distributor or any of its officers or directors in connection with the offer and sale of any of the Shares.

F.   The Distributor shall advance attorneys’ fees and other expenses incurred by any Trust Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 7 to the maximum extent permissible under applicable law.

9

G.   No party to this Agreement shall be liable to the other parties for consequential, special or punitive damages under any provision of this Agreement.

H.   No person shall be obligated to provide indemnification under this Section 7 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of the NASD; provided, however, in such event indemnification shall be provided under this Section 7 to the maximum extent so permissible.

8.   Proprietary and Confidential Information

The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust.  Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph.

Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time.  In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

9.   Records

The Distributor shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Trust, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder.  The Distributor agrees that all such records prepared or maintained by the Distributor relating to the services to be performed by the Distributor hereunder are the property of the Trust and will be preserved, maintained, and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Trust or its designee on and in accordance with its request.

10.   Compliance with Laws

The Trust has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2002 and the policies and limitations of the Fund relating to its portfolio investments as set forth in its Prospectus and statement of additional information.  The Distributor’s services hereunder shall not relieve the Trust of its responsibilities for assuring such compliance or the Board of Trustee’s oversight responsibility with respect thereto.

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11.   Term of Agreement; Amendment; Assignment

A.   This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed.  Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof.  Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval.

B.   Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor.  The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust.  If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment.  In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor.  This Agreement will automatically terminate in the event of its “assignment.”

C.   As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act.

D.   Sections 7 and 8 shall survive termination of this Agreement.

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12.   Duties in the Event of Termination

In the event that, in connection with termination, a successor to any of the Distributor’s duties or responsibilities hereunder is designated by the Trust by written notice to the Distributor, the Distributor will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by the Distributor under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which the Distributor has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from the Distributor’s personnel in the establishment of books, records, and other data by such successor.  If no such successor is designated, then such books, records and other data shall be returned to the Trust.

13.   Governing Law

This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles.  To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.

14.   No Agency Relationship

Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.

15.   Services Not Exclusive

Nothing in this Agreement shall limit or restrict the Distributor from providing services to other parties that are similar or identical to some or all of the services provided hereunder.

16.   Invalidity

Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

17.   Notices

Any notice required or permitted to be given by any party to the others shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other parties’ respective addresses as set forth below:

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Notice to the Distributor shall be sent to:

Quasar Distributors, LLC

Attn:  President

615 East Michigan Street

Milwaukee, Wisconsin  53202

notice to the Trust shall be sent to:

Advisor Series Trust

Attn: Fund Administration

615 E. Michigan Street

Milwaukee, WI  53202

and notice to the Advisor shall be sent to:

McCarthy Group Advisors, LLC

1125 S. 103rd Street, Suite 250

Omaha, NE  68124

18.   Multiple Originals

This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.

ADVISORS SERIES TRUST	QUASAR DISTRIBUTORS, LLC
By:   /s/ Douglas G. Hess	By:      /s/ James R. Schoenike
Name:      Douglas G. Hess	Name:      James R. Schoenike
Title:        Treasurer	Title:        President
McCARTHY GROUP ADVISORS, LLC (with respect to Section 5 only)
By:      /s/ Andrea McMahon
Name:      Andrea McMahon
Title:        Managing Director

14

Exhibit A

to the

Distribution Agreement

Fund Names

Separate Series of McCarthy Group Advisors, LLC

Name of Series	Date Added
McCarthy Multi-Cap Stock Fund	3/25/2002

A-1

Exhibit B

to the

Distribution Agreement

Fee Schedule

QUASAR DISTRIBUTORS, LLC

DISTRIBUTION FEE SCHEDULE EFFECTIVE: 3/25/2002

Licensing of Investment Advisor’s Staff (if desired)

·$[______] per year for registered representatives.

·Plus all associated NASD and State fees for Registered Representatives, including license and renewal fees.

Fees are billed monthly.

 B-1

EX-99.HII

Transfer Agency Service Agreement

between

Advisors Series Trust

and

Orbitex Fund Services Inc.

[Missing Graphic Reference]

INDEX

1.	APPOINTMENT; DELIVERY OF DOCUMENTS	3
2.	DUTIES OF OFS	4
3.	RECORDKEEPING	6
4.	ISSUANCE AND TRANSFER OF SHARES	7
5.	SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS	7
6.	FEES AND EXPENSES	8
7.	REPRESENTATIONS AND WARRANTIES	8
8.	STANDARD OF CARE AND INDEMNIFICATION	9
10.	PROPRIETARY INFORMATION	11
11.	EFFECTIVENESS, DURATION, AND TERMINATION	12
12.	ADDITIONAL FUNDS AND CLASSES	12
13.	ASSIGNMENT	13
14.	TAXES	13
15.	MISCELLANEOUS	13

SCHEDULE A	15
SCHEDULE B	17

2

Advisors Series Trust

Transfer Agency Service Agreement

AGREEMENT made effective on June 6, 2002, by and between Advisors Series Trust, a Delaware business trust, having its principal office and place of business at 2020 East Financial Way, Suite 100, Glendora, CA 91741 (the “Trust”), and Orbitex Fund Services, Inc., a New York corporation having its principal office and place of business at the Hauppauge Corporate Center, 150 Motor Parkway, Suite 109, Hauppauge, New York 11788 (“OFS”).

WHEREAS, the Trust is an open-end management investment company registered with the United States Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Trust is authorized to issue shares (“Shares”) in separate series, with each such series representing interests in a separate portfolio of securities and other assets, and is authorized to divide those series into separate classes; and

WHEREAS, the Trust offers shares in the series as listed in Schedule B hereto (each such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 13, being herein referred to as a “Fund,” and collectively as the “Funds”) and the Trust offers shares of the classes of each Fund as listed in Schedule B hereto (each such class together with all other classes subsequently established by the Trust in a Fund being herein referred to as a “Class,” and collectively as the “Classes”); and

WHEREAS, the Trust desires to appoint OFS as its transfer agent and dividend disbursing agent for each Fund and Class thereof and OFS desires to accept such appointment on the terms and conditions set forth in this Agreement;

NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, the Trust and OFS hereby agree as follows:

1. APPOINTMENT; DELIVERY OF DOCUMENTS

(a)   Appointment.  The Trust, on behalf of the Funds, hereby appoints OFS to act as, and OFS agrees to act as, (i) transfer agent for the authorized and issued shares of common stock of the Trust representing interests in each of the respective Funds and Classes thereof (“Shares”), (ii) dividend disbursing agent and (iii) agent in connection with any accumulation, open-account or similar plans provided to the registered owners of shares of any of the Funds (“Shareholders”) and set out in the currently effective prospectuses and statements of additional information of the applicable Fund, including, without limitation, any periodic investment plan or periodic withdrawal program.

(b)   Document Delivery.  In connection therewith, upon OFS’ request, the Trust has delivered to OFS copies of:

(i)   the Trust’s Declaration of Trust, Trust Instrument and By-laws (collectively, as amended from time to time, “Organic Documents”),

(ii)   the Trust’s Registration Statement and all amendments thereto filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Investment Company Act of 1940, as amended (the “1940 Act”)(the “Registration Statement”),

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(iii)   the current Prospectus and Statement of Additional Information of each Fund (collectively, as currently in effect and as amended or supplemented, the “Prospectus”),

(iv)   each current plan of distribution or similar document adopted by the Trust under Rule 12b-1 under the 1940 Act (“Plan”) and each current shareholder service plan or similar document adopted by the Trust (“Service Plan”), and

(c)   Amendments.  The Trust shall promptly furnish OFS with all amendments of or supplements to the foregoing and shall deliver to OFS a certified copy of the resolution of the Board of Directors of the Trust (the “Board”) appointing OFS and authorizing the execution and delivery of this Agreement.

2. DUTIES OF OFS

(a)   Transfer Agency Services.In accordance with procedures established from time to time by agreement between the Trust on behalf of each of the Funds, as applicable, and OFS, OFS will perform the following services:

(i)   provide the services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program) that are customary for open-end management investment companies including:

(a)   maintaining all Shareholder accounts;

(b)   preparing Shareholder meeting lists;

(c)   mailing Shareholder reports and prospectuses to current Shareholders;

(d)   withholding taxes on U.S. resident and non-resident alien accounts;

(e)   preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for Shareholders;

(f)   preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; and,

(g)   providing account information in response to inquiries from Shareholders.

(ii)   Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefore to the Custodian of the Fund authorized by the Board of Directors of the Fund (the “Custodian”); or, in the case of a Fund’s operating in a master-feeder or fund of funds structure, to the transfer agent or interest-holder record keeper for the master portfolios in which the Fund invests;

(iii)   pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

(iv)   receive for acceptance redemption requests and deliver the appropriate documentation therefore to the Custodian or, in the case of Fund’s operating in a master-feeder or fund of funds structure, to the transfer agent or interest-holder record keeper for the master portfolios in which the Fund invests;

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(v)   as and when it receives monies paid to it by the Custodian with respect to any redemption, pay the redemption proceeds as required by the Prospectus pursuant to which the redeemed Shares were offered and as instructed by the redeeming Shareholders;

(vi)   effect transfers of Shares upon receipt of appropriate instructions from Shareholders;

(vii)   prepare and transmit to Shareholders (or credit the appropriate Shareholder accounts) payments for all distributions declared by the Trust with respect to Shares;

(viii)   issue share certificates and replacement share certificates for those share certificates alleged to have been lost, stolen, or destroyed upon receipt by OFS of indemnification satisfactory to OFS and protecting OFS and the Trust and, at the option of OFS, issue replacement certificates in place of mutilated share certificates upon presentation thereof without requiring indemnification;

(ix)   receive from Shareholders or debit Shareholder accounts for sales commissions, including contingent deferred, deferred and other sales charges, and service fees (i.e., wire redemption charges) and prepare and transmit payments to underwriters, selected dealers and others for commissions and service fees received;

(x)   record the issuance of shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding.

(xi)   provide a system, which will enable the Trust to calculate the total number of Shares of each Fund and Class thereof sold in each State.

(b)   Other Services.  OFS shall provide the following additional services on behalf of the Trust and such other services agreed to in writing by the Trust and OFS:

(i)   monitor and make appropriate filings with respect to the escheatment laws of the various states and territories of the United States; and

(c)   Blue Sky Matters.  The Trust or its administrator or other agent

(i)   shall identify to OFS in writing those transactions and assets to be treated as exempt from reporting for each state and territory of the United States and for each foreign jurisdiction (collectively “States”); and

(ii)   shall monitor the sales activity with respect to Shareholders domiciled or resident in each State.

(d)   Safekeeping.  OFS shall establish and maintain facilities and procedures reasonably acceptable to the Trust for the safekeeping, control, preparation and use of share certificates, check forms, and facsimile signature imprinting devices.  OFS shall establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of all records maintained by OFS pursuant to this Agreement.

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(e)   Cooperation with Accountants.  OFS shall cooperate with each Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants’ duties.

(f)   Responsibility for Compliance with Law

(i)   In General.  Except with respect to OFS’ duties as set forth in this Section 2 and except as otherwise specifically provided herein, the Trust assumes all responsibility for ensuring that the Trust complies with all applicable requirements of the Securities Act, the 1940 Act and any laws, rules and regulations of governmental authorities with jurisdiction over the Trust.  All references to any law in this Agreement shall be deemed to include reference to the applicable rules and regulations promulgated under authority of the law and all official interpretations of such law or rules or regulations.

(ii)   Issuance of Shares.  The responsibility of OFS for the Trust’s state registration status is solely limited to the reporting of transactions to the Trust, and OFS shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust or its administrator or other agent.

3. RECORDKEEPING

(a)   Record keeping.  OFS shall keep records relating to the services to be performed under this Agreement, in the form and manner as it may deem advisable and as required by applicable law.  To the extent required by Section 31 of the 1940 Act, and the rules there under, OFS agrees that all such records prepared or maintained by OFS relating to the services to be performed by OFS under this Agreement are the property of the Trust and will be preserved, maintained and made available in accordance with Section 31 of the 1940 Act and the rules there under, and will be surrendered promptly to the Trust on and in accordance with the Trust’s request.  The Trust and the Trust’s authorized representatives shall have access to OFS’ records relating to the services to be performed under this Agreement at all times during OFS’ normal business hours.  Upon the reasonable request of the Trust, copies of any such records shall be provided promptly by OFS to the Trust or its authorized representatives.

(b)   Confidentiality of Records.  OFS and the Trust agree that all books, records, information, and data pertaining to the business of the other party, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement, shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law.

Orbitex will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time (the “Act”).  Notwithstanding the foregoing, Orbitex will not share any nonpublic personal information concerning any of the Trust’s shareholders with any third party unless specifically directed by the Trust or allowed under one of the exceptions noted under the Act.

(c)   Inspection of Records by Others.  In case of any requests or demands for the inspection of the Shareholder records of the Fund, OFS will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection.  OFS reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person, and shall promptly notify the Fund of any unusual request to inspect or copy the shareholder records of the Fund or the receipt of any other unusual request to inspect, copy or produce the records of the Fund.

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4. ISSUANCE AND TRANSFER OF SHARES

(a)   Issuance of Shares.  OFS shall make original issues of Shares of each Fund and Class thereof in accordance with the Trust’s then current prospectus only upon receipt of

(i)   instructions requesting the issuance,

(ii)   a certified copy of a resolution of the Board authorizing the issuance,

(iii)   necessary funds for the payment of any original issue tax applicable to such Shares, and

(iv)   an opinion of the Trust’s counsel as to the legality and validity of the issuance, which opinion may provide that it is contingent upon the filing by the Trust of an appropriate notice with the SEC, as required by Section 24 of the 1940 Act or the rules there under.  If such opinion is contingent upon a filing under Section 24 of the 1940 Act, the Trust shall indemnify OFS for any liability arising from the failure of the Trust to comply with that section or the rules there under.

(b)   Transfer of Shares.  Transfers of Shares of each Fund and Class thereof shall be registered on the Shareholder records maintained by OFS.  In registering transfers of Shares, OFS may rely upon the Uniform Commercial Code as in effect in the State of New York or any other statutes that, in the opinion of OFS’ counsel, protect OFS and the Trust from liability arising from:

(i)   not requiring complete documentation;

(ii)   registering a transfer without an adverse claim inquiry;

(iii)   delaying registration for purposes of such inquiry; or,

(iv)   refusing registration whenever an adverse claim requires such refusal. As Transfer Agent, OFS will be responsible for delivery to the transferor and transferee of such documentation as is required by the Uniform Commercial Code.

5. SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS

(a)   Purchase Orders.  Shares shall be issued in accordance with the terms of a Fund’s or Class’ prospectus after OFS or its agent receives either:

(i)   (A) an instruction directing investment in a Fund or Class, (B) a check (other than a third party check) or a wire or other electronic payment in the amount designated in the instruction and (C), in the case of an initial purchase, a completed account application; or,

(ii)   the information required for purchases pursuant to a selected dealer agreement, processing organization agreement, or a similar contract with a financial intermediary.

(b)   Distribution Eligibility.Shares issued in a Fund after receipt of a completed purchase order shall be eligible to receive distributions of the Fund at the time specified in the prospectus pursuant to which the Shares are offered.

(c)   Determination of Federal Funds.  Shareholder payments shall be considered Federal Funds no later than on the day indicated below unless other times are noted in the prospectus of the applicable Class or Fund:

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(i)   for a wire received, at the time of the receipt of the wire;

(ii)   for a check drawn on a member bank of the Federal Reserve System, on the second Fund Business Day following receipt of the check; and

(iii)   for a check drawn on an institution that is not a member of the Federal Reserve System, at such time as OFS is credited with Federal Funds with respect to that check.

6. FEES AND EXPENSES

(a)   Fees.  For the services provided by OFS pursuant to this Agreement, the Trust, on behalf of each Fund, agrees to pay OFS the fees set forth in Schedule A. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date of commencement of operations of the Fund.

(b)   Expenses.  In addition to the fees paid under subsection (a), the Trust agrees to reimburse OFS for reasonable out-of-pocket expenses or advances incurred by OFS for the items set out in the Schedule A attached hereto.  In addition, the Trust will reimburse any other expenses incurred by OFS at the request or with the consent of the Trust.

(c)   Due Date.  All fees and expenses are due and payable within five (5) days of receipt.  Interest, at a rate of eighteen (18) percent per year, can be charged if invoices remain outstanding greater than ten (20) days.

(d)   Fee Changes.  The fees, out-of pocket expenses and advances identified in the foregoing subsections (a) and (b) above may be changed from time to time subject to mutual written agreement between the Trust and OFS.

7. REPRESENTATIONS AND WARRANTIES

(a)   Representations of OFS.OFS represents and warrants to the Trust that:

(i)   it is a corporation duly organized and existing and in good standing under the laws of the State of New York;

(ii)   it is duly qualified to carry on its business in the State of New York;

(iii)   it is empowered under applicable laws and by its Article of Incorporation and Bylaws to enter into this Agreement and perform its duties under this Agreement;

(iv)   it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and,

(v)   it is registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.

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(b)   Representations of the Trust.The Fund represents and warrants to OFS that

(i)   it is a Trust duly organized and existing and in good standing under the laws of the Trust;

(ii)   it is empowered under applicable laws and by its Organic Documents to enter into and perform this Agreement;

(iii)   all proceedings required by said Organic Documents have been taken to authorize it to enter into and perform this Agreement;

(iv)   it is an open-end management investment company registered under the Investment Company Act of 1940; and,

(v)   a registration statement under the Securities Act of 1933 is currently effective and will remain effective, and appropriate state securities law filings as required, have been or will be made and will continue to be made, with respect to all Shares of the Fund being offered for sale.

8. STANDARD OF CARE AND INDEMNIFICATION

(a)   Standard of Care.   OFS shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by OFS in writing.  OFS shall use its best judgment and efforts in rendering the services described in this Agreement.  OFS shall not be liable to the Trust or any of the Corporation’s shareholders or any action or inaction of OFS relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of OFS’s duties or obligations under this Agreement or by reason of OFS’ reckless disregard of its duties and obligations under this Agreement.

(b)   Indemnification of OFS.  OFS shall not be responsible for, and the Trust shall on behalf of each applicable Fund or Class thereof indemnify and hold OFS harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to:

(i) all actions of OFS or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct; the Trust’s lack of good faith or the Trust’s negligence or willful misconduct;

(ii) the reliance on or use by OFS or its agents or subcontractors of information, records or documents which (i) are received by OFS or its agents or subcontractors and furnished to it by or on behalf of the Fund, and (ii) have been prepared or maintained by the Trust or any other person or firm on behalf of the Trust, including but not limited to any previous transfer agent or registrar;

(iii) the reasonable reliance on, or the carrying out by OFS or its agents or subcontractors of, any instructions or requests of the Trust on behalf of the applicable Fund;

(iv) the Fund’s refusal or failure to comply with the terms of this Agreement, or which arise out of the Fund’s lack good faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Fund hereunder and,

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(v) the offer or sale of Shares in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any federal agency or any State with respect to the offer or sale of such Shares in such State.

The Trust shall not be required to indemnify any OFS Indemnitee if, prior to confessing any Claim against the OFS Indemnitee, OFS or the OFS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the claim in its own name or in the name of the OFS Indemnitee.

(c)   Indemnification of the Trust.  OFS shall indemnify and hold the Trust and each Fund or Class thereof harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributed to any action or failure or omission to act by OFS as a result of OFS’s lack of good faith, negligence or willful misconduct with respect to the services performed under or in connection with this Agreement.

(d)   Reliance.  At any time OFS may apply to any officer of the Trust for instructions, and may consult with legal counsel to the Trust or to OFS with respect to any matter arising in connection with the services to be performed by OFS under this Agreement, and OFS and its agents or subcontractors shall not be liable and shall be indemnified by the Trust on behalf of the applicable Fund for any action taken or omitted by it in reasonable reliance upon such instructions or upon the advice of such counsel.  OFS, its agents and subcontractors shall be protected and indemnified in acting upon:

(i) any paper or document furnished by or on behalf of the Trust, reasonably believed by OFS to be genuine and to have been signed by the proper person or persons;

(ii) any instruction, information, data, records or documents provided OFS or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Trust; and,

(iii) any authorization, instruction, approval, item or set of data, or information of any kind transmitted to OFS in person or by telephone, vocal telegram or other electronic means, reasonably believed by OFS to be genuine and to have been given by the proper person or persons.  OFS shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust. OFS, its agents and subcontractors shall also be protected and indemnified in recognizing share certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Trust, and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co-registrar of the Trust.

(e)   Reliance on Electronic Instructions.  If the Trust has the ability to originate electronic instructions to OFS in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event OFS shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by OFS from time to time.

(f)   Use of Fund/Serv and Networking.  The Trust has authorized or in the future may authorize OFS to act as a “Mutual Fund Services Member” for the Trust or various Funds and Classes. Fund/SERV and Networking are services sponsored by the National Securities Clearing Trust (“NSCC”) and as used herein have the meanings as set forth in the then current edition of NSCC RULES AND PROCEDURES published by NSCC or such other similar publication as may exist from time to time.  The Trust shall indemnify and hold OFS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly or indirectly out of or attributed to any action or failure or omission to act by NSCC.

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(g)   Notification of Claims.  In order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim.  The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim or to defend against said claim in its own name or in the name of the other party.  The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

9. CONFIDENTIALITY

OFS and the Trust agree that all books, records, information, and data pertaining to the business of the other party, which are exchanged or received pursuant to the negotiation or the carrying out this Agreement, shall remain confidential, and shall not be voluntarily disclosed to any other person, except that OFS may:

(a) prepare or assist in the preparation of periodic reports to shareholders and regulatory bodies such as the SEC; and

(b) release such other information as approved in writing by the Trust which approval shall not be unreasonably withheld and may not be withheld where OFS may be exposed to civil or criminal contempt proceedings for failure to release the information, when requested to divulge such information by duly constituted authorities or when so requested by the Trust or the Adviser.

10. PROPRIETARY INFORMATION

(a)   Proprietary Information of OFS.  The Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals maintained by OFS on databases under the control and ownership of OFS or a third party constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to OFS or the third party.  The Trust agrees to treat all Proprietary Information as proprietary to OFS and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided under this Agreement.

(b)   Proprietary Information of the Trust.  OFS acknowledges that the Shareholder list and all information related to Shareholders furnished to OFS by the Trust or by a Shareholder in connection with this Agreement (collectively, “Customer Data”) constitute proprietary information of substantial value to the Trust.  In no event shall Proprietary Information be deemed Customer Data. OFS agrees to treat all Customer Data as proprietary to the Trust and further agrees that it shall not divulge any Customer Data to any person or organization except as may be provided under this Agreement or as maybe directed by the Trust.

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11. EFFECTIVENESS, DURATION, AND TERMINATION

(a)   Effective Date.  This Agreement shall become effective on the date first above written and shall continue in effect for successive twelve month periods; provided that such continuance is specifically approved at least annually by the members of the board of the Trust.

(b)   Term.  This Agreement shall remain in effect for a period of two (2) years from the date of its effectiveness.

(c)   Termination for Cause.  This Agreement can only be terminated for just cause.

Upon receipt of written notice of intent to terminate, the breaching party shall have 60 days to remedy the breach.  If said breach is not remedied to the reasonable satisfaction of the non-breaching party, the non-breaching party may thereafter terminate this Agreement upon 30 day’s written notice.  Compensation due OFS and unpaid by the Trust upon such termination shall be immediately due and payable upon, and notwithstanding, such termination.  If after such termination for so long as OFS, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement, the provisions of this Agreement, including without limitation, the provisions dealing with indemnification, shall continue in full force and effect.  The termination restrictions of this paragraph shall not be applicable to any Fund(s) that is/are liquidated or to any Fund(s) that is/are merged into another Fund(s) that is/are covered by the terms of this paragraph.

(d)   Reimbursement of OFS’ Expenses.  If this Agreement is terminated with respect to a Fund or Funds, OFS shall be entitled to collect from the Fund or Funds, in addition to the compensation described under Sections 6 and 11(d) hereof, the amount of all of OFS’ reasonable labor charges and cash disbursements for services in connection with OFS’ activities in effecting such termination, including without limitation, the labor costs and expenses associated with the de-conversion of the Trusts records of each Fund from its computer systems, and the delivery to the Trust and/or its designees of the Trust’s property, records, instruments and documents, or any copies thereof. Subsequent to such termination, for a reasonable fee, OFS will provide the Trust with reasonable access to all Trust documents or records, if any, remaining in its possession.

(e)   Survival of Certain Obligations.  The obligations of Sections 6, 9, 10 and 11 shall survive any termination of this Agreement.

(f)   Force Majeure.  In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

12. ADDITIONAL FUNDS AND CLASSES

If the Trust establishes one or more series of Shares or one or more classes of Shares after the effectiveness of this Agreement, such series of Shares or classes of Shares, as the case may be, shall become Funds and Classes under this Agreement; provided, however, that either OFS or the Trust may elect in writing not to make such series or classes subject to this Agreement.

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13. ASSIGNMENT

Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by either party with the written consent of the other party.  This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.  OFS may, without further consent on the part of the Trust, subcontract for the performance hereof with any entity, including affiliated persons of OFS; provided however, that OFS shall have previously identified the subcontractor to the Trust and the Trust shall not have objected to the delegation and that OFS shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as OFS is for its own acts and omissions.

14. TAXES

OFS shall not be liable for any taxes, assessments or governmental charges that may be levied or assessed on any basis whatsoever in connection with the Trust or any Shareholder or any purchase of Shares, excluding taxes assessed against OFS for compensation received by it under this Agreement.

15. MISCELLANEOUS

(a)   Amendments.  No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto.

(b)   Choice of Law.  This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.

(c)   Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

(d)   Counterparts.  The parties may execute this Agreement on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.

(e)   Severability.  If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.

(f)   Headings.  Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

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(g)   Notices.  All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received or when sent by telex or facsimile, and shall be given to the following addresses (or such other addresses as to which notice is given):

To the Fund:	To OFS:
Chad E. Fickett	Kevin P. Meehan
Secretary	President
Advisors Series Trust	Orbitex Fund Services, Inc.
2020 E. Financial Way, Suite 100	150 Motor Parkway, Suite 109
Glendora, CA 91741	Hauppauge, NY 11788

(h)   Business Days.  Nothing contained in this Agreement is intended to or shall require OFS, in any capacity hereunder, to perform any functions or duties on any day other than a Fund Business Day.  Functions or duties normally scheduled to be performed on any day, which is not a Fund Business Day, shall be performed on, and as of, the next Fund Business Day, unless otherwise required by law.

(i)   Distinction of Funds.  Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of the Trust are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.

(j)   Consequential Damages.  Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act hereunder.

(k)   Nonliability of Affiliates.  No affiliated person (as that term is defined in the 1940 Act), employee, agent, director, officer or manager of OFS shall be liable at law or in equity for OFS’ obligations under this Agreement.

(l)   Representation of Signatories.  Each of the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized persons, as of the day and year first above written.

ADVISORS SERIES TRUST	ORBITEX FUND SERVICES, INC.
By:  /s/ Eric M. Banhazl	By:/s/ Kevin P. Meehan
Eric M. Banhazl, President	Kevin P. Meehan, President

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Transfer Agency Service Agreement

SCHEDULE A

Fees and Account Charges

For the services rendered by OFS in its capacity as transfer agent, the Fund shall pay OFS a fee, calculated as a combination of account maintenance charges plus transaction charges as follows:

A. TRANSFER AGENT FEES

1. DATA CONVERSION FEE FROM PREVIOUS TRANSFER AGENT:  minimum $2,500 or $4 per account.

2. SERVICE FEE:

Charge per account:

$15.00 annual fee per open account and $3.60 annual fee per closed account with a minimum of $18,000 annually per fund, PLUS out-of-pocket expenses.

Monthly Calculation:  Greater of Monthly Account Fees or ($1,500 per month per fund) PLUS out-of-pocket expenses.  Monthly Account Fees determined by (number of open accounts* annual fee + number of closed accounts * annual fee)/12.

Out-of-pocket expenses:

The trust shall reimburse ODS for all out-of-pocket expenses, including, but not limited to the following:

1)   Telephone and Toll Free Lines

2)   Printing Fund Documents

3)   Bank Fees

4)   NSCC Charges

5)   Postage

6)   Pre and Post Sale Fulfillment

7)   Proxy Services

8)   Travel Requested by the Trust

9)   Tax Reporting

10)   Record Storage

11)   Fund Stationary and Supplies

12)   All other out of pocket expenses incurred on behalf of the trust

3. DATA DE-CONVERSION FEE UPON CANCELLATION OR TERMINATION:  $10,000

This data de-conversion fee shall be payable only in the event of termination of this Agreement by the Trust prior to the end of the initial two year term of the Agreement.

Both the Data Conversion fee and the Data De-Conversion fee are one-time charges.

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B. ACTIVITY CHARGES

1.           24 HOUR AUTOMATED VOICE RESPONSE:

1) Initial set-up (one-time) charge: $750.00 per fund

2) Monthly charge: $50.00 per fund

3) Customer Service Calls: $2.50 per call

4) Manual Transactions: $1.00 per transaction

5) New Account Opening (manual) $5.00 per account

6) New Account Opening (electronic) $0.40 per account

7) 12b-1 Calc. Per CUSIP Per Month $625.00 per instance

8) Incoming IRA transfer from prior custodian $25.00

9) IRA Transfer to successor custodian $25.00

2. INTERNET ACCESS:

Each Shareholder/adviser/broker hit billed at $0.25 per hit.

3. ISSUANCE OF SHARE CERTIFICATES:

For each share certificate issued by ODS, a $15.00 charge will be assessed to the Fund for which the certificate was issued.

4. IRA PLAN FEES:

The following fees will be charged directly to the shareholder account:

Annual maintenance fee ............................................$15.00 /account *

* Includes Bank Custody Fee.

C. SPECIAL REPORTS CHARGES

All special reports and/or analyses requested by the Trust, shall be subject to an additional charge, agreed upon in advance, based upon the following rates:

ODS Senior staff	$150.00/hr.
ODS Junior staff	$  75.00/hr.
MIS staff	$200.00/hr.

D. SERVICE DEPOSIT

The Fund will remit to OFS a service deposit equal to one (1) month's minimum fee under this Agreement, for each new portfolio added to Schedule B of this Agreement.  The Fund will have the option to have the service deposit applied to the last month's service fee, or applied to any new contract between the Fund and OFS.  The Fund will be charged only once for the service deposit, upon the execution of the first original Agreement and that deposit shall apply to the Fund’s Agreement thereafter until the relationship between OFS and the Fund is terminated.

However, if the Fund elects or is forced to terminate this Agreement for any reason other than a material breach by OFS (including, but not limited to, the voluntary or involuntary termination of the Fund, liquidation of the Fund’s assets, the sale or merger of the Fund or it’s assets to any successor entity) prior to the termination date of this Agreement as specified in Paragraph 11 of this Agreement, the Fund will forfeit the Service Deposit paid to OFS upon execution of this Agreement.

16

ADVISORS SERIES TRUST

Transfer Agency Service Agreement

SCHEDULE B

Funds and Classes to be Serviced under this Agreement

McCarthy Fund

17 

EX-99.HIIA

ADDENDUM TO TRANSFER AGENT AGREEMENT

THIS ADDENDUM, dated as of July 24, 2002, modifies the Transfer Agent Agreement by and between Orbitex Fund Services, Inc. (“Orbitex”) and the McCarthy Fund (the “Fund”), such Agreement being hereinafter referred to as the “Agreement.”

WHEREAS, Section 352 of the USA Patriot Act (the “Act”) and the Interim Final Rule (Section 103.130) adopted by the Department of the Treasury’s Financial Crimes Enforcement Network (the “Rule”)  require the Trust to develop and implement an anti-money laundering program and monitor the operation of its program and assess its effectiveness;

WHEREAS, in order to assist its transfer agent clients with their anti-money laundering compliance responsibilities under the Act and the Rule, Orbitex possesses various procedures designed to promote the detection and reporting of potential money laundering activity by monitoring certain aspects of shareholder activity (the “ Monitoring Procedures”); and

WHEREAS, the Fund desires to implement the Monitoring Procedures as part of its overall anti-money laundering program and, subject to the terms of the Rule, delegate to Orbitex the day-to-day operation of the Monitoring Procedures on behalf of the Fund.

NOW THEREFORE, the parties agree, and the Agreement is hereby modified, as follows:

1.   The Fund has determined that Orbitex’s Monitoring Procedures are reasonably designed to prevent the Trust from being used for money laundering or the financing of terrorist activities and to achieve compliance with the applicable law.

2.   Based on this determination, the Fund hereby instructs and directs Orbitex to implement the Monitoring Procedures on its behalf, as such may be amended or revised from time to time.

3.   It is contemplated that the Monitoring Procedures will be amended from time to time by the parties as additional regulations are adopted and/or regulatory guidance is provided relating to the Fund’s anti-money laundering responsibilities, including rules relating to investor verification pursuant to Section 326 of the Patriot Act.

4.   Orbitex agrees to provide to the Fund (i) prompt written notification of any transaction or combination of transactions that Orbitex believes, based on the Monitoring Procedures, evidence money laundering activity in connection with the Fund or any shareholder of the Fund, (ii) any reports received by Orbitex from any government agency or applicable industry self-regulatory organization pertaining to Orbitex’s anti-money laundering monitoring on behalf of the Fund as provided in this Addendum, (iii) any action taken in response to anti-money laundering violations as described in (i) or (ii), and (iv) an annual report of its monitoring activities on behalf of the Fund.  Orbitex shall provide such other reports on the monitoring activities conducted at the direction of the Fund as may be agreed to from time to time by Orbitex and the Fund’s anti-money laundering compliance officer.

5.   The Fund hereby directs, and Orbitex acknowledges, that Orbitex shall (1) permit federal regulators access to such information and records maintained by Orbitex and relating to Orbitex’s implementation of the Monitoring Procedures on behalf of the Fund, as they may request, and (2) permit such federal regulators to inspect Orbitex’s implementation of the Monitoring Procedures on behalf of the Fund.

6.   This Addendum constitutes the written instructions of the Fund pursuant to the terms of the Agreement.  Except to the extent supplemented hereby, the Agreement shall remain in full force and effect.

IN WITNESS HEREOF, the undersigned have executed this Addendum as of the date and year first above written.

________________________________

Advisors Series Trust,

On behalf of the McCarthy Fund

By: /s/ Eric M. Banhazl                                                                                                   

  Authorized Officer

Orbitex Fund Services, Inc.

(“Orbitex”)

By:   /s/ Kevin P. Meehan                             

     Authorized Officer

EX-99.HV

POWER OF ATTORNEY

Each of the undersigned officers and Trustees of Advisors Series Trust (the “Trust”) hereby appoint Douglas G. Hess and Jeanine M. Bajczyk, each an officer of the Trust, each individually with power of substitution or resubstitution, their true and lawful attorneys-in-fact and agents (each, an “Attorney-in-Fact”) with the power and authority to do any and all acts and things and to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable in furtherance of the business and affairs of the Trust and relating to compliance by the Trust with the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (hereafter “Acts”), and any rules, regulations or requirements of the Securities and Exchange Commission (hereafter “SEC”) in respect thereof, filing by the Trust of any and all Registration Statements on Form N-14 or Form N-1A pursuant to the Acts and any amendments thereto, including applications for exemptive orders, rulings or filings of proxy materials (together “SEC filings”), signing in the name and on behalf of the undersigned as an officer or Trustee, as applicable, of the Trust any and all such SEC filings, and the undersigned does hereby ratify and confirm all that said Attorneys-in-Fact shall do or cause to be done by virtue thereof.

By signing this Power of Attorney, each of the undersigned officers and Trustees hereby revoke and rescind any earlier Power of Attorney signed by them in connection with their role as an officer or Trustee, as applicable, of the Trust.

The undersigned officers and Trustees hereby execute this Power of Attorney, which may be executed in multiple counterparts, all of which taken together shall constitute one original, as of this 11th day of September, 2008.

Name	Title
/s/ Walter E. Auch	Trustee
Walter E. Auch
/s/ Donald E. O’Connor	Trustee
Donald E. O’Connor
/s/ George T. Wofford, III	Trustee
George T. Wofford, III
/s/ James Clayburn LaForce	Trustee
James Clayburn LaForce
/s/ George J. Rebhan	Trustee
George J. Rebhan
/s/ Joe D. Redwine	Trustee, Chairman and Chief Executive Officer
Joe D. Redwine
/s/ Douglas G. Hess	President and Principal Executive Officer
Douglas G. Hess
/s/ Cheryl L. King	Treasurer and Principal Financial Officer
Cheryl L. King
/s/ Jeanine M. Bajczyk	Secretary
Jeanine M. Bajczyk

EX-99.J

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm in the Post-Effective Amendment to the Registration Statement onFormN-1AofAdvisors Series Trustandtothe use of our report dated August 22, 2008 on the financial statements and financial highlights of McCarthy Multi-Cap Stock Fund, a series of Advisors Series Trust.   Such financial statements and financial highlights appear in the 2008 Annual Report to Shareholders which is incorporated by reference into the Statement of Additional Information.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

October 27, 2008

EX-99.PII

CODE OF ETHICS

August, 2008

I.   Legal Requirement

This Code of Ethics is drafted to document the standards demanded of McCarthy Group Advisors, L.L.C. (MGA) and its employees, particularly any advisory representatives.  We wish to specifically deal with trading practices by “access persons.”  Access persons are defined to include all officers, directors and investment personnel of McCarthy Group Advisors, L.L.C., a registered investment adviser.  Our intent is to exercise reasonable diligence and institute procedures to prevent violations of this Code of Ethics.

This Code of Ethics is designed to provide a program for detecting and preventing trading abuses and requires “access persons” to report personal securities transactions in securities of the types which MGA or the Advisor Series Trust Funds may purchase but is not designed to restrict trading per se.  This Code of Ethics is also aimed at minimizing conflicts of interest and the appearance of such conflicts.

II.   Basic Anti-Fraud Provisions and Access Person Reporting Summary

a)   General Prohibitions

It shall be unlawful for any officer, director and investment personnel of McCarthy Group Advisors, L.L.C. to employ any device, scheme, or artifice to defraud any client or other individual.

i.   To make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

ii.   To engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any advisory client; or

iii.   To engage in any manipulative practice with respect to any advisory client.

b)   Summary of Access Person Provisions

As set forth in more detail below, all officers, directors and employees of McCarthy Group Advisors, L.L.C. are required to file quarterly reports of their personal securities transactions (excluding excepted securities; the McCarthy Multi-Cap Stock Fund (MGAMX) is not an exempt security.)  If they wish to trade in any publicly-traded equity, pre-clearance must be obtained from the Chief Compliance Officer for such transactions.  There is no requirement to pre-clear trades in MGAMX, but the quarterly reports of personal securities transactions must disclose all trades in MGAMX or other related funds.  All officers, directors and employees of McCarthy Group Advisors, L.L.C. must obtain approval from the Chief Compliance Officer before directly or indirectly acquiring beneficial ownership in any securities in a Limited Offering.  Trading in an IPO is prohibited.

A written request for approval of a personal trade in a reportable securities transaction is made to the Chief Compliance Officer (or another designated individual if CCO is unavailable) on the day the covered employee wants to place their personal trade but prior to placing the trade.  The CCO compares the requested trade to both the Firm’s Restricted List and to current client trades that may be pending.  No personal trades are permitted in securities on the Restricted List (unless a written exemption is granted).  If there are existing client trades in the security being considered for a personal trade on that day, the covered employee is notified that they are precluded from trading until notified that all client trades have been completed for that day.  Once client trades are executed, the covered employee will be notified that they are permitted to place their personal trade for that security on that day.

All covered employees who have received pre-clearance for personal securities transactions in publicly-traded securities must have the trade(s) effected through the McCarthy Group Advisors, L.L.C. trading desk.

In the event that an access person/covered employee trades in a security in competition with a client trade for that day, the following procedures apply:  If the access person/covered employee receives an execution more favorable than that of the client, then the access person/covered employee is required to reimburse the client’s account for the difference in price per share of the access person/covered employee’s execution (for the number of shares traded by the employee) vs. the client’s executed price.  The required reimbursement will be calculated by the Chief Compliance Officer who will ensure timely reimbursement to the client.  The access person/covered employee shall be required to write a personal check to compensate the client.

If a managed account is that of a covered employee, those trades do not require pre-clearance but are required to generally be blocked with other managed client accounts and no preferential treatment is to be given.

All officers, directors, and employees of McCarthy Group Advisors, L.L.C. are required to file an initial holdings report (usually at the time of commencing employment with McCarthy Group Advisors) and quarterly thereafter by providing a copy of all brokerage statements in conjunction with the filing of the Form 005 quarterly report.

Access persons are prohibited from engaging in short-term trading (i.e. the purchase and sale of a security within 60 days).  The reports of access persons will be reviewed and compared against the trading records of McCarthy Group Advisors; if a pattern emerges that indicates abusive trading or noncompliance with applicable procedures, the matter will be referred to the Chief Compliance Officer who will make appropriate inquiries and decide what action, if any, is then necessary.

Members of the Board of Directors who do not have day-to-day contact with the intended investments for advisory clients are not required to file any reports at all, and there is no restriction on their personal securities trading activities.  However, if a Board member should learn that a particular transaction is intended for any client, and he or she wishes to make a similar or related trade, the Director should obtain prior approval of the trade.

III.   Other Fiduciary Standards Continue to Apply

This Code of Ethics is not intended to cover all possible areas of potential liability under the 1940 Act or under the federal securities law in general.  For example, other provisions of Section 17 of the 1940 Act prohibit various transactions between a registered investment company and affiliated persons, including the knowing sale or purchase of property to or from a registered investment company on a principal basis, and joint transactions (e.g., combining to achieve a substantial position in a security or commingling of funds) between an investment company and an affiliated person.  Persons covered by this Code of Ethics are advised to seek advice before engaging in any transactions involving securities held or under consideration for purchase or sale by MGA or a Fund of the Trust or if a transaction directly or indirectly involves themselves and the Advisor Series Trust other than the purchase or redemption of shares of a Fund or the performance of their normal business duties.

In addition, the Securities Exchange Act of 1934 may impose Fiduciary obligations and trading restrictions on access persons and others in certain situations.  It is expected that access persons will be sensitive to these areas of potential conflict, even though this Code of Ethics does not address specifically these other areas of fiduciary responsibility.

IV.   Implementation

In order to implement this Code of Ethics, a Chief Compliance Officer has been designated:

Andrea McMahon (effective July 1, 2004)

A list of access persons within the organization will be created and the Chief Compliance Office shall update the list with reasonable frequency.

The Chief Compliance Officer shall circulate a copy of this Code of Ethics annually to each access person, together with an acknowledgement of receipt, which shall be signed and returned to the compliance officer or compliance officer delegate as appropriate, by each access person.

The Chief Compliance Officer is charged with responsibility for insuring that the reporting requirements of this Code of Ethics (see Section VII) are adhered to by all access persons.  The Chief Compliance Officer shall be responsible for ensuring that the review requirements of this Code of Ethics (see Section X) are performed in a prompt manner.

V.   Definitions

a)   “Access person” means: (i) any director, officer, general partner or advisory person (as described below).

b)   “Advisory person” means with respect to an investment adviser any employee who, in connection with his regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security for an advisory client or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the investment adviser who obtains information concerning recommendations made to an advisory client with regard to the purchase or sale of a security.

c)   A security is “being considered for purchase or sale” when recommendation to purchase or sell a security has been made and communicated, and, with respect to a person making a recommendation, when such person seriously considers making such a recommendation.

d)   “Beneficial ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder, with the exception that the determination of direct or indirect beneficial ownership shall apply to all securities which an access person has or acquires.

e)   “Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position, as further defined in Section 2(a)(9) of the 1940 Act.

f)   “Purchase or sale of a security” includes the writing of an option to purchase or sell a security.

g)   “Security” shall have the meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include excepted securities (as defined below).

h)   “Excepted securities” include shares of registered open-end investment companies (excluding the McCarthy Multi-Cap Stock Fund), securities issued by the Government of the United States (including Government agencies), short term debt securities which are “government securities” within the meaning of Section 2(a)(16) of the 1940 Act, bankers’ acceptances, bank certificates of deposit, commercial paper and other money market instruments.

VI.   Trading Policies

Subject to the exceptions noted in Section VII, no access person shall purchase or sell directly or indirectly, any security in which he or she has, or by reason of such transactions acquires, any direct or indirect beneficial ownership,

a)   if such security to his or her actual knowledge at the time of such purchase or sale is being considered for purchase or sale for a client account (i.e. a trade for a client account is pending entering or execution);

b)   if such action by such access person would defraud a client, operate as a fraud or deceit upon a client, or constitute a manipulative practice with respect to such client;

c)   to ensure that security purchases and sales by access persons do not constitute a fraudulent, deceptive or manipulative practice with respect to a client account, a policy preventing access persons from trading ahead of client accounts or otherwise inappropriately trading in securities held or being considered for purchase or sale by a client account.

VII.   Reporting

a)   Subject to the exceptions set forth below, every access person shall report to the Chief Compliance Officer the information described in this Section VII(b) with respect to transactions in any security in which such access person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the security.

b)   Every report shall be made not later than ten (10) business days after the end of each calendar quarter and shall contain the following information:

i)   The date of the transaction, the title and number of shares, and the principal amount of each security involved;

ii)   The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

iii)   The price at which the transaction was effected;

iv)   The name of the broker, dealer, or bank with or through whom the transaction was effected;

v)   For transactions in the McCarthy Multi-Cap Stock Fund, the dollar amount of the transaction is to be noted.

c)   For periods in which no reportable transactions were effected, the report shall contain a representation that no transactions subject to the reporting requirements were effected during the relevant time period.

d)   Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.

e)   Copies of statements or confirmations containing the information specified in paragraph (b) above may be submitted in lieu of listing the transactions.

VIII.   Exceptions to Reporting Requirements

a)   Access persons also need not make a report with respect to exempted transactions/securities as described in Section V of this Code.

b)   Access persons need not make a report where the report would duplicate information recorded pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940.

IX.   Review

The Chief Compliance Officer shall compare all reports of personal securities transactions with completed and contemplated portfolio transactions of client accounts as well as to any pre-clearance requests received from an access person to determine whether a possible violation of the Code of Ethics and/or other applicable trading procedures may have occurred.  The Chief Compliance Officer may delegate this function to one or more persons employed by the investment adviser

No person shall review his or her own report.  Before making any determination that a violation has been committed by any person, the compliance officer shall give such person an opportunity to supply additional explanatory material.  If a securities transaction of the compliance officer is under consideration, an alternate shall act in all respects in the manner prescribed herein for the designated compliance officer.

If the Chief Compliance Officer determines that a violation of the Code of Ethics has or may have occurred, he or she shall, following consultation with counsel to the advisor, submit his or her written determination, together with the transaction report, if any, and any additional explanatory material provided by the individual to the Chairman who shall make an independent determination of whether a violation has occurred.

The Chief Compliance Officer shall be responsible for maintaining a current list of all access persons and for identifying all reporting access persons on such list, and shall take steps to ensure that all reporting access persons have submitted reports in a timely manner.  The Chief Compliance Officer may delegate the compilation of this information to appropriate persons employed by the investment adviser and shall be entitled to rely on the information received from such compliance officer delegate(s).  Failure to submit timely reports will be communicated to the Board of Directors.

X.   Notification

Employees are required to report to the Chief Compliance Officer any known violation of this Code of Ethics or any known violation of any federal securities law by any employee.

XI.   Sanctions

If a material violation of this Code occurs or a preliminary determination is made that a violation may have occurred, a report of the alleged violation shall be made to the Board of Directors.  The Board of Directors may impose such sanctions as it deems appropriate, including a letter of censure, suspension or termination of the employment of the violator and/or a disgorging of any profits made by the violator.

Receipt and Acknowledgement

I have read and reviewed the entire contents of McCarthy Group Advisors, L.L.C. Code of Ethics and have obtained an interpretation of any provision about which I had a question. I accept responsibility for understanding, complying with and when appropriate, seeking guidance regarding the Code.

I will report violations of the Code, laws or other McCarthy Group Advisors, L.L.C. policies of which I am aware or that I suspect have taken place. I understand that I am required to cooperate fully with the McCarthy Group Advisors, L.L.C. in any investigation of violations. I understand that my failure to comply with the Code or other policies or procedures may result in disciplinary action, up to and including termination.

Employee Date