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                             [PwC Office Letterhead]

                        Report of Independent Accountants

To the Board of Directors and Shareholders
of  Jacobs & Company Mutual Fund


In planning and  performing  our audit of the  financial  statements of Jacobs &
Company Mutual Fund, a series of Advisors  Series Trust (the  "Company") for the
year ended  January 31, 2002,  we  considered  its internal  control,  including
control  activities  for  safeguarding  securities,  in order to  determine  our
auditing  procedures  for the purpose of expressing our opinion on the financial
statements  and to comply with the  requirements  of Form N-SAR,  not to provide
assurance on internal control.

The management of the Company is responsible  for  establishing  and maintaining
internal control. In fulfilling this responsibility,  estimates and judgments by
management  are  required to assess the expected  benefits and related  costs of
controls.  Generally,  controls  that are  relevant  to an audit  pertain to the
entity's objective of preparing financial  statements for external purposes that
are  fairly   presented  in  conformity  with  generally   accepted   accounting
principles.   Those  controls   include  the   safeguarding  of  assets  against
unauthorized acquisition, use or disposition.

Because of inherent  limitations in internal control,  errors or fraud may occur
and not be detected.  Also,  projection of any evaluation of internal control to
future  periods  is  subject to the risk that  controls  may  become  inadequate
because of changes in conditions or that the  effectiveness  of their design and
operation may deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in  internal   control  that  might  be  material   weaknesses  under  standards
established  by the  American  Institute  of  Certified  Public  Accountants.  A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk  that  misstatements  caused  by error or fraud in  amounts  that  would be
material in relation to the financial statements being audited may occur and not
be  detected  within a timely  period  by  employees  in the  normal  course  of
performing their assigned  functions.  However,  we noted the following  matters
involving   internal   control  and  its  operation,   including   controls  for
safeguarding  securities,  that we consider to be material weaknesses as defined
above.  These  conditions were considered in determining the nature,  timing and
extent  of the  procedures  to be  performed  in  our  audit  of  the  financial
statements  of the  Company  for the  period  June  11,  2001  (commencement  of
operations)  to January  31,  2002,  and this  report does not affect our report
dated July 19, 2002.

The Company failed to adhere to its pricing policies described in its prospectus
for certain GNMA securities and written options.  The failure to adhere to these
policies  caused the  Company's  net asset  value to be  misstated  for  several
months.  The Company has  recalculated its net asset value for this period using
the correct pricing  policies,  and we have been informed by management that all
shareholder  transactions  will  be  reprocessed.  In  addition  management  has
informed  us that  procedures  have been  adopted to assure  that the  Company's
pricing policies are properly implemented.

The Company  maintained a portion of its cash and securities at a  broker/dealer
in an account  registered in the name of the Company.  The broker/dealer was not
an approved  custodian,  and  securities  counts  required  under the Investment
Company Act of 1940 were not  performed.  The Company has informed us that it is
taking  the  actions  necessary  to assure it  maintains  proper  custody of its
assets.

Reconciling items on the custody and cash  reconciliations were not investigated
and resolved on a timely basis. Had these  reconciling  items been  investigated
promptly, the failure to maintain proper custodial control over a portion of the
Company's  assets would have been  identified  and  corrected . Fund  accounting
procedures to identify and resolve all  reconciling  items are  currently  being
performed.

This  report is  intended  solely  for the  information  and use of the Board of
Directors,  management  and the  Securities  and Exchange  Commission and is not
intended  to be and  should not be used by anyone  other  than  these  specified
parties.


[PricewaterhouseCoopers LLP (signed)]
[Date]