SERIES TRUST

                            SHAREHOLDER SERVICE PLAN
              with respect to Hollencrest Equity Fund (the "Fund")


     WHEREAS:  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").

     Hollencrest  Capital  Management,   Inc.   ("Hollencrest")  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  Hollencrest,  as set  forth  in  paragraph  3, for
providing  or for  arranging  for the  provision  of  non-distribution  personal
shareholder services provided by Hollencrest 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  Hollencrest  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 Fund 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; (h) providing
sub-accounting with respect to shares beneficially owned by shareholders, or the
information  to  the  Fund  necessary  for  sub-accounting;  (i)  responding  to
shareholder  inquiries  relating  to  the  services  performed;   (j)  providing
shareholders  with a service that invests the assets of their accounts in shares
pursuant to specific or  pre-authorized  instructions;  and (k)  providing  such
other similar  services as Hollencrest 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 Hollencrest,  for its services,  at an annual rate of
0.25% of the  average  daily net  assets of the  Shares.  The Fund may make such
payments monthly,  and payments to Hollencrest may exceed the amount expended by
Hollencrest  during  the  month  or the  year to  date.  The  payments  shall be
calculated  monthly.  In the event that payments to Hollencrest  during a fiscal
year exceed the amounts expended (or accrued, in the case of payments to Service
Organizations)  during a fiscal year,  Hollencrest  will promptly  refund to the
Shares any such excess. Payments to Hollencrest may be discontinued, or the rate
amended,  at any  time  by the  Board  of  Trustees  of the  Fund,  in its  sole
discretion.  Hollencrest 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,  Hollencrest  shall  report in writing at
least quarterly to the Fund'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
Fund,  including a majority of the Trustees who are not "interested persons" (as
defined  in the Act) of the Fund 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
December  2,  2003,  and  from  year  to  year  thereafter  only so long as such
continuance  is  specifically  approved at least annually by the Fund'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 or
amended 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.