ADVISORS SERIES TRUST

                     OPERATING EXPENSES LIMITATION AGREEMENT

     THIS OPERATING EXPENSES LIMITATION AGREEMENT (the "Agreement"), dated as of
April 18, 2001 and to be  effective  as of the closing of the merger of National
Asset  Management  Corporation  with and into AVZ Inc. (the  "Closing"),  by and
between  ADVISORS  SERIES TRUST, a Delaware  business  trust (the  `Trust"),  on
behalf of the National Asset Management Core Equity Fund (the "Fund"),  a series
of the Trust and the Advisor of the Fund, INVESCO, Inc. (the "Advisor").

                                   WITNESSETH:

     WHEREAS,  effective  upon the  Closing,  the  Advisor  renders  advice  and
services  to the  Fund  pursuant  to the  terms  and  provisions  of an  Interim
Investment  Management Agreement between the Trust and the Advisor,  dated as of
April 18. 2001 (or such other Investment Management Agreement as may be approved
by the  Fund's  shareholders  after  the  Closing)  (together,  the  "Investment
Management Agreement"); and

     WHEREAS,  the Fund, is responsible for, and has assumed the obligation for,
payment of certain expenses pursuant to the Investment Management 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 thc 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 Management Agreement,  any
Rule  12b-l  fees and other  expenses  described  in the  Investment  Management
Agreement,  but does not include any  front-end or  contingent  deferral  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   management  fee  under  the
Investment Management Agreement.

     4. Term.  This  Agreement  shall become  effective on the Closing 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, which consent will not be unreasonably withheld.
This Agreement will  automatically  terminate,  with respect to a Fund listed in
Appendix A, if the Investment  Management Agreement for that Fund is terminated,
with  such  termination  effective  upon the  effective  date of the  Investment
Management 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 Arizona  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 and the Investment  Advisers
Act of 1940, 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 TRUST on behalf of the           INVESCO, Inc.
National Asset Management Core Equity Fund

By: /s/ Thomas W. Marschel                       By: /s/ Luis Aguilar
    ----------------------                           ----------------
Print name: Thomas W. Marschel                   Print name: Luis Aguilar
Title: Vice President                            Title: Executive Vice President







                                   Appendix A


Fund                                                Operating Expense Limit
----                                                -----------------------
National Asset Management Core Equity Fund                    0.95%