AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 2 TO THE

INVESTMENT ADVISORY AGREEMENT

This Amendment No. 2 (this “Amendment”) is effective as of March 1, 2005 by and between ADVISORS SERIES TRUST, a Delaware business trust (the “Trust”), on behalf of the Xxxxx Xxxxx Value Fund (the “Fund”), and The Xxxxx Xxxxx Company, a Delaware corporation (the “Advisor”).

RECITALS

WHEREAS, the Trust and the Advisor desire to amend the Investment Advisory Agreement made between them on September 26, 1997, as amended on June 7, 1999,  (the “Agreement”) to update Schedule A of the Agreement; and

WHEREAS, disinterested Trustees of the Trust and the full Board of Trustees have separately ratified this Amendment in person at a regular quarterly meeting of the Board of Trustees on March 10, 2005.

NOW, THEREFORE, the parties agree as follows:

Schedule A of the Agreement is hereby superseded and replaced with Schedule A attached hereto.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.

ADVISORS SERIES TRUST on behalf of the Xxxxx Xxxxx Value Fund	THE XXXXX XXXXX COMPANY
By:  /s/ Xxxxxxx X. Xxxx	By: /s/ Xxxxxxx X. Xxxxxx
Print Name:  Xxxxxxx X. Xxxx	Print Name: Xxxxxxx X. Xxxxxx
Title:    President	Title:   Vice President

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Schedule A

Series or Fund of Advisors Series Trust	Annual Fee rate
Xxxxx Xxxxx Value Fund	0.80% of average net assets

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