FIRST AMENDMENT TO THE

DISTRIBUTION AGREEMENT

THIS FIRST AMENDMENT, dated as of the 22nd day of September, 2011, to the Distribution Agreement dated as of June 3, 2010 (the “Agreement”) is entered into by and between Advisors Series Trust, a Delaware statutory trust (the “Trust”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor.”)

WHEREAS, the parties to the Agreement desire to amend the Agreement in the manner set forth herein;

WHEREAS, the parties to the Agreement desire to amend the series of the Trust to add an additional fund; and

NOW THEREFORE, pursuant to section 11 of the Agreement, the parties hereby amend the Agreement as follows:

Exhibit A of the Agreement, the list of the O’Shaughnessy Funds, shall be amended and replaced in its entirety by the amended Exhibit A (“Amended Exhibit A”) attached herein.

The Agreement, as amended, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment 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: President	Title: President

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Amended Exhibit A

 to the Distribution Agreement – Advisors Series Trust

Fund Names

Name of Series

O'Shaughnessy Small/Mid Cap Growth Fund

O'Shaughnessy Enhanced Dividend Fund

O'Shaughnessy All Cap Core Fund

O'Shaughnessy Global Equity Fund

O'Shaughnessy International Equity Fund

O’Shaughnessy Tactical Asset Allocation Fund

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