OPERATING EXPENSES LIMITATION AGREEMENT

     THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement") is effective
as of the date of the  commencement  of  operations  of The Teberg Fund,  by and
between  Advisors  Series Trust, a Delaware  business  trust (the  "Trust"),  on
behalf of The Teberg Fund (the  "Fund") a series of the Trust and the Advisor of
such Fund, First Associated Investment Advisors, Inc. (the "Advisor").

                                   WITNESSETH

     WHEREAS,  the Advisor  renders  advice and services to the Fund pursuant to
the terms and provisions of an Investment  Advisory  Agreement between the Trust
and the Advisor dated March 11, 2002 (the "Investment Advisory Agreement"); and

     WHEREAS,  the Fund is responsible  for, and has assumed the obligation for,
payment of certain expenses pursuant to the Investment  Advisory  Agreement that
have not been assumed by the Advisor; and

     WHEREAS,  the Advisor  desires to limit the Fund's  Operating  Expenses (as
that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and
provisions of this  Agreement,  and the Trust (on behalf of the Fund) desires to
allow the Advisor to implement those limits;

     NOW THEREFORE,  in  consideration  of the covenants and the mutual promises
hereinafter  set  forth,  the  parties  intending  to be legally  bound  hereby,
mutually agree as follows:

     1. Limit on  Operating  Expenses.  The Advisor  hereby  agrees to limit the
Fund's current Operating  Expenses to an annual rate,  expressed as a percentage
of the Fund's  average  annual net assets,  to the amounts  listed in Appendix A
(the "Annual Limits").  In the event that the current Operating  Expenses of the
Fund, as accrued each month,  exceed its Annual  Limit,  the Advisor will pay to
the  Fund,  on a  monthly  basis,  the  excess  expense  within 30 days of being
notified that an excess expense payment is due.

     2.  Definition.  For  purposes  of  this  Agreement,  the  term  "Operating
Expenses" with respect to the Fund is defined to include all expenses  necessary
or appropriate for the operation of the Fund, including the Advisor's investment
advisory or management fee detailed in the Investment  Advisory  Agreement,  any
Rule  12b-1  fees  and  other  expenses  described  in the  Investment  Advisory
Agreement,  but does not include any  front-end or  contingent  deferred  loads,
taxes, leverage interest, brokerage commissions, expenses incurred in connection
with any merger or reorganization, or extraordinary expenses such as litigation.

     3.  Reimbursement  of Fees and Expenses.  The Advisor  retains its right to
receive reimbursement of any excess expense payments paid by it pursuant to this
Agreement  under the same terms and  conditions  as it is  permitted  to receive
reimbursement of reductions of its Investment  Advisory fee under the Investment
Advisory Agreement.

     4. Term. This Agreement shall become effective on the date specified herein
and shall  remain in effect  indefinitely  and for a period of not less than one
year, unless sooner terminated as provided in Paragraph 5 of this Agreement.

     5.  Termination.  This Agreement may be terminated at any time, and without
payment of any penalty,  by the Board of Trustees of the Trust, on behalf of any
one or more of the Funds,  upon sixty (60) days' written  notice to the Advisor.
This  Agreement may not be terminated by the Advisor  without the consent of the
Board of Trustees of the Trust.  This  Agreement will  automatically  terminate,
with  respect  to a Fund  listed  in  Appendix  A,  if the  Investment  Advisory
Agreement for that Fund is terminated,  with such termination effective upon the
effective date of the Investment Advisory Agreement's termination for that Fund.

     6. Assignment.  This Agreement and all rights and obligations hereunder may
not be assigned without the written consent of the other party.

     7.  Severability.  If any provision of this Agreement shall be held or made
invalid by a court  decision,  statute or rule,  or shall be otherwise  rendered
invalid, the remainder of this Agreement shall not be affected thereby.

     8.  Governing  Law. This  Agreement  shall be governed by, and construed in
accordance  with, the laws of the State of Delaware without giving effect to the
conflict of laws  principles  thereof;  provided  that  nothing  herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation or
rule,  including  the  Investment  Company  Act of  1940,  as  amended  and  the
Investment  Advisers  Act of 1940,  as  amended  and any rules  and  regulations
promulgated thereunder.

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

ADVISORS SERIES TRIJST                FIRST ASSOCIATED INVESTMENT ADVISORS, INC.
on behalf of
THE TEBERG FUND

By: /s/ Eric Banhazl                  By: /s/ Curtis A. Teberg
Print name: Eric Banhazl              Print name: Curtis A. Teberg
Title:  President                     Title:  President



                                   Appendix A

Fund                                           Operating Expense Limit
-------                                        --------------------------

The Teberg Fund                                2.5%