AMENDMENT TO THE ADVISORS SERIES TRUST FUND ACCOUNTING SERVICING AGREEMENT
AMENDMENT
TO THE
      
      
      THIS AMENDMENT dated as of the
12th
day of December, 2007, to the Fund Accounting Servicing Agreement, dated as of
June 8, 2006, as amended (the "Agreement"), is entered into by and between Advisors Series Trust, a
Delaware statutory trust (the "Trust") and U.S. Bancorp Fund Services, LLC,
a Wisconsin limited liability company ("USBFS").
      RECITALS
      WHEREAS, the parties have
entered into a Fund Accounting Servicing Agreement; and
      WHEREAS, the parties desire to
amend the series of the Trust to add funds; and
      WHEREAS, Section 15 of the
Agreement allows for its amendment by a written instrument executed by both
parties.
      NOW, THEREFORE, the parties
agree to amend the exhibits and add the following:
      Exhibit R, the funds and fees of
ActivePassive Large Cap Growth Fund, ActivePassive Large Cap Value Fund,
ActivePassive Small/Mid Cap Growth Fund, ActivePassive Small/Mid Cap Value Fund,
ActivePassive International Equity Fund, ActivePassive Emerging Markets Equity
Fund, ActivePassive Global Bond Fund, ActivePassive Intermediate Taxable Bond
Fund, ActivePassive High Yield Bond Fund, and ActivePassive Intermediate
Municipal Bond Fund, is hereby added to the Agreement and attached
hereto.
      Except to
the extent amended hereby, the Agreement shall remain in full force and
effect.
      IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by a duly authorized
officer on one or more counterparts as of the date and year first written
above.
      | U.S.
      BANCORP FUND SERVICES, LLC | |
| By: /s/
      ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | By:
      /s/ ▇▇▇▇▇▇▇ ▇.
      ▇▇▇▇▇ | 
| Printed
      Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | Printed
      Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | 
| Title:  President | Title:
      Executive Vice President | 
ActivePassive
        1
          Exhibit
R
      to
the
      Separate
Series of Advisor Series Trust
      
      | Name of Series | Date Added | 
| ActivePassive
      Large Cap Growth Fund | on
      or after 12/31/2007 | 
| ActivePassive
      Large Cap Value Fund | on
      or after 12/31/2007 | 
| ActivePassive
      Small/Mid Cap Growth Fund | on
      or after 12/31/2007 | 
| ActivePassive
      Small/Mid Cap Value Fund | on
      or after 12/31/2007 | 
| ActivePassive
      International Equity Fund | on
      or after 12/31/2007 | 
| ActivePassive
      Emerging Markets Equity Fund | on
      or after 12/31/2007 | 
| ActivePassive
      Global Bond Fund | on
      or after 12/31/2007 | 
| ActivePassive
      Intermediate Taxable Bond Fund | on
      or after 12/31/2007 | 
| ActivePassive
      High Yield Bond Fund | on
      or after 12/31/2007 | 
| ActivePassive
      Intermediate Municipal Bond Fund | on
      or after 12/31/2007 | 
ActivePassive
        2
          Exhibit
R (continued) to the Separate Series of Advisors Series Trust
      
      For the
services rendered by U.S. Bancorp Fund Services, LLC under this Agreement, the
Fund(s) listed herein shall pay U.S. Bank compensation as set forth in the Fee
Schedule below:
      | ActivePassive
      Funds FUND
      ACCOUNTING SERVICES FEE
      SCHEDULE at December, 2007 | 
| Annual Fund Accounting Fee* Annual Fee Based Upon Total Assets of Fund Complex* $[___]
      on the first $[___] million [___]
      basis points on the next $[___] million [___]
      basis point on the balance above $[___] billion Annual Minimum Fee Per Fund* $[___]
      per domestic/international fund + $[___] per additional class (if
      required) Multiple Manager Reporting (if
      required)* Additional
      base fee of $[___] per fund per year for up to [___] sub-advisors per
      fund. Plus Out-Of-Pocket
      Expenses – Including but not limited to pricing services, corporate
      action services, fair value pricing services, factor services, customized
      reporting, and all other out-of-pocket expenses. · Pricing
      Services · $[___]  Domestic
      and Canadian Equities · $[___]  Options · $[___]  Corp/Gov/Agency
      Bonds · $[___]  CMO's · $[___]  International
      Equities and Bonds · $[___]  Municipal
      Bonds · $[___]  Money
      Market Instruments · $[___]
      /fund/month - Mutual Fund Pricing · $[___]
      /Security/Month Corporate Actions for foreign securities · $[___]
      /month Manual Security Pricing (>10/day) · Factor
      Services (BondBuyer) · $[___]
      /CMO/month · $[___]  /Mortgage
      Backed/month · $[___]
      /month Minimum Per Fund Group · Fair
      Value Services (FT Interactive) · $[___]
      on the first [___] securities per day · $[___]
      on the balance of securities per day Fees
      are billed monthly. *
      Subject to annual CPI increase, Milwaukee
MSA. | 
 Advisor’s Signature below
acknowledges approval of the fee schedule above.
      FundQuest
Incorporated
      By: 
/s/▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇                                
      Printed
Name:  ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇                 
      Title: 
CIO                                                     
                      Date:
December 27,
2007        
      ActivePassive
        e
          Exhibit
R (continued)
      to
the
      Separate
Series of Advisor Series Trust Fund Accounting Agreement
      | Multiple
      Series Trust ActivePassive
      Funds   - CHIEF COMPLIANCE OFFICER SERVICES FEE
      SCHEDULE at December, 2007 | 
| Chief Compliance Officer
      Services U.S.
      Bancorp provides the Chief Compliance Officer (CCO) for each fund serviced
      within the Multiple Series Trust.  Compliance functions
      performed by USBFS provided CCO include, but are not limited
      to: • Designation
      as the Trust’s Chief Compliance Officer • Periodic
      and Annual Reporting to MST Fund Board • Board
      Meeting Presentation and Board Support • MST
      Fund Board Liaison For All Compliance Matters • Daily
      Resource to Advisor CCO and Fund Board • Review
      of Advisor Compliance Policies, Procedures and Controls • Review
      of USBFS/USB Critical Procedures & Compliance Controls • Due
      Diligence Review of Advisor and USBFS Service Facilities • Testing,
      Documentation and Reporting of Advisor and USBFS/USB Compliance Policies,
      Procedures and Controls Compliance
      functions performed by USBFS Risk Management Team include, but are not
      limited to: • Quarterly
      USBFS Certification to Trust CCO • Business
      Line Functions Supported • Fund
      Administration and Compliance • Transfer
      Agent and Shareholder Services • Fund
      Accounting • Custody
      Services • Distribution
      Services • CCO
      Portal – Web On-line Access to Fund CCO Documents • Periodic
      CCO Conference Calls • Dissemination
      of Industry/Regulatory Information • Client
      & Business Line Compliance Education & Training Chief Compliance Officer
(CCO)* · $[___] per fund per
      year Plus Out-Of-Pocket
      Expenses – including but not limited to CCO team travel related
      costs to perform due diligence reviews at Advisor facilities Fees
      are billed monthly. *Subject
      to annual CPI increase, Milwaukee
MSA. | 
Advisor’s
Signature below acknowledges approval of the fee schedule above.
      FundQuest
Incorporated
      By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
      Printed
Name:  ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
      Title:  CIO                                Date:  December
27, 2007
      ActivePassive
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