SECOND AMENDMENT TO THE

DISTRIBUTION AGREEMENT

THIS SECOND AMENDMENT, dated as of the 11th day of September, 2014, to the Distribution Agreement dated as of December 10, 2009, as amended August 9, 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; and

WHEREAS, the parties to the Agreement desire to amend the listed series of the Trust to add the Poplar Forest Outliers Fund and the Poplar Forest Cornerstone Fund.

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

Exhibit A is hereby superseded and replaced with the Amended Exhibit A attached hereto

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

IN WITNESS WHEREOF, the parties hereto have caused this Second 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
Print Name: Douglas G. Hess	Print Name: James R. Schoenike
Title: President	Title: President

Poplar Forest

Exhibit A

to the

Distribution Agreement

Fund Names

Separate Series of Advisors Series Trust

Name of Series	Date Added
Poplar Forest Partners Fund	on or after December 31, 2009
Poplar Forest Outliers Fund	on or after September 11, 2014
Poplar Forest Cornerstone Fund	on or after September 11, 2014

Poplar Forest