RECITALS

                             AMENDMENT NO. 1 TO THE
                          INVESTMENT ADVISORY AGREEMENT


         This  Amendment No. 1 (this  "Amendment")  is made as of by and between
ADVISORS SERIES TRUST, a Delaware business trust (the "Trust"), on behalf of the
following series of the Trust, (the "Fund") and (the "Advisor").

                                    RECITALS

         WHEREAS,  the Trust  and the  Advisor  desire  to amend the  Investment
Management  Agreement  made  between them on (the  "Agreement")  to conform with
current guidance from the Securities and Exchange Commission Staff regarding the
recapture of  investment  advisory  fees waived and expenses  reimbursed  by the
advisor to a fund.

         WHEREAS,  disinterested  Trustees  of the Trust  and the full  Board of
Trustees  have  separately  approved  this  Amendment  in  person  at a  regular
quarterly meeting of the Board of Trustees on .

                                    AGREEMENT

         NOW,  THEREFORE,  in consideration of the foregoing  premises,  and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

         1.       Amendment of Section 7(f)

                  Section 7(f) of the  Agreement is hereby  amended and replaced
                  in its entirety with:

                  "(f) Any such  reductions  made by the  Advisor in its fees or
                  payment  of  expenses  which  are the  Fund's  obligation  are
                  subject to  reimbursement  by the Fund to the  Advisor,  if so
                  requested by the Advisor,  in  subsequent  fiscal years if the
                  aggregate   amount  actually  paid  by  the  Fund  toward  the
                  operating  expenses  for such fiscal year (taking into account
                  the reimbursement)  does not exceed the applicable  limitation
                  on Fund  expenses.  The Advisor is permitted to be  reimbursed
                  only  for fee  reductions  and  expense  payments  made in the
                  previous  three  fiscal  years,  but is permitted to look back
                  five years and four  years,  respectively,  during the initial
                  six years and seventh year of the Fund's operations.  Any such
                  reimbursement is also contingent upon Board of Trustees review
                  and  approval  at  time  the   reimbursement   is  made.  Such
                  reimbursement  may not be paid prior to the Fund's  payment of
                  current ordinary operating expenses."

                                        1

         2.       No Other Modifications

                  Except as set forth in this Amendment,  the Agreement  remains
         unmodified and in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized  officers,  all on the day and year first
above written.


ADVISORS SERIES TRUST
on behalf of the




By: /s/ Xxxxxx X. Xxxxxxxxx             By:
    ------------------------------          ------------------------------
    Name:  Xxxxxx X. Xxxxxxxxx              Name:
    Title: Vice President                   Title:

                                        2