ADVISORS SERIES TRUST

                            SHAREHOLDER SERVICE PLAN
                        with respect to The Al Frank Fund


     W H E R E A S:  Advisors  Series Trust (the  "Trust") is  registered  as an
open-end  investment  company  under  the  Investment  Company  Act of 1940 (the
"Act").

     The Fund is a series of the  Trust.  The Trust  desires  to adopt a Plan to
provide for shareholder servicing of the Fund's shares (the "Shares").

     Al Frank Asset  Management,  Inc.  ("Al Frank")  will serve as  shareholder
servicing agent for the Shares.

     NOW, THEREFORE, in consideration of the foregoing,  the Trust hereby adopts
this Plan on behalf of each of the Shares on the following terms and conditions:

     1. The Fund will pay Al Frank,  as set forth in paragraph 3, for  providing
or for  arranging  for the provision of  non-distribution  personal  shareholder
services  provided  by  Al  Frank  or by  securities  broker-dealers  and  other
securities  professionals ("Service  Organizations") to beneficial owners of the
Shares ("Clients"),  including but not limited to shareholder servicing provided
by  Al  Frank  at  facilities  dedicated  to  the  Shares,  provided  that  such
shareholder  servicing is not duplicative of the servicing otherwise provided on
behalf of each of the Shares.

     2. Such services may include,  but are not limited to, (a) establishing and
maintaining  accounts and records  relating to Clients who invest in the Shares;
(b) aggregating and processing  orders  involving the shares of the Shares;  (c)
processing dividend and other distribution  payments from the Trust on behalf of
Clients; (d) providing information to Clients as to their ownership of Shares or
about other aspects of the  operations of the Shares;  (e) preparing tax reports
or forms on behalf of Clients; (f) forwarding  communications from the Shares to
Clients;  (g)  assisting  Clients in changing  the  Shares'  records as to their
addresses,  dividend  options,  account  registrations  or other  data;  and (h)
providing such other similar services as Al Frank may reasonably  request to the
extent the Service Organization is permitted to do so under applicable statutes,
rules or regulations.

     3. The Fund  shall pay Al Frank,  for its  services,  at an annual  rate of
0.15% of the  average  daily net  assets of the  Shares.  The Fund may make such
payments monthly,  and payments to Al Frank may exceed the amount expended by Al
Frank  during the month or the year to date.  In the event that  payments  to Al
Frank during a fiscal year exceed the amounts expended (or accrued,  in the case
of  payments  to  Service  Organizations)  during a fiscal  year,  Al Frank will
promptly  refund to the  Shares  any such  excess.  Payments  to Al Frank may be
discontinued,  or the rate amended,  at any time by the Board of Trustees of the
Trust, in its sole discretion.  Al Frank may make final and binding decisions as
to all matters relating to payments to Service Organizations,  including but not
limited to (i) the identity of Service  Organizations;  and (ii) what Shares, if
any, are to be attributed to a particular Service  Organization,  to a different
Service Organization or to no Service Organization.

     4. While this Plan is in effect,  Al Frank shall report in writing at least
quarterly to the Trust's  Board of  Trustees,  and the Board shall  review,  the
amounts  expended  under this Plan and the purposes for which such  expenditures
were made.

     5. This Plan has been  approved  by a vote of the Board of  Trustees of the
Trust, including a majority of the Trustees who are not "interested persons" (as
defined  in the Act) of the Trust and who have no direct or  indirect  financial
interest in the operation of this Plan (the "Disinterested  Trustees"),  by vote
cast in person at a meeting called for the purpose of voting on this Plan.  This
Plan shall, unless terminated as hereinafter provided,  continue in effect until
April 1, 2002, and from year to year thereafter only so long as such continuance
is  specifically  approved at least  annually  by the Trust's  Board of Trustees
including the Disinterested  Trustees cast in person at a meeting called for the
purpose of voting on such  continuance.  This Plan may be terminated at any time
by a vote of a  majority  of the  Disinterested  Trustees  or by the vote of the
holders  of a  "majority"  (as  defined  in the Act) of the  outstanding  voting
securities of the Fund.