Exhibit 99B.D.ii


                              ADVISORS SERIES TRUST

                                AMENDMENT TO THE
                     OPERATING EXPENSE LIMITATION AGREEMENT

                                   UNITY FUND

     This  Amendment to the currently  effective  Operating  Expense  Limitation
Agreement (the "Cap Agreement") by and between Advisors Series Trust, a Delaware
business  trust (the  "Trust"),  on behalf of Unity Fund,  a series of the Trust
(the  "Fund"),  and the Advisor of such Fund,  Liberty Bank & Trust Company (the
"Advisor"), is effective as of December 31, 2000.

     WHEREAS,  the Advisor  renders  advice and services to the Fund pursuant to
the terms and provisions of an Investment Management Agreement the Trust and the
Advisor (the "Investment Management Agreement");

     WHEREAS,  the Fund and each of its  classes,  is  responsible  for, and has
assumed  the  obligation  for,  payment  of  certain  expenses  pursuant  to the
Investment  Management  Agreement,  including  expenses  relating  to the Fund's
organization; and

     WHEREAS,  the  Advisor  has agreed to limit the Fund's  ordinary  operating
expenses  as defined and set forth in the Cap  Agreement,  pursuant to the terms
and provisions of the Cap Amendment; and

     WHEREAS,  the  Advisor  desires to further  limit the  Fund's  expenses  in
respect of expenses  not covered by the Cap  Agreement  in the event the Fund is
liquidated or falls below a certain asset level, and the Trust, on behalf of the
Fund, desires to allow the Advisor to provide such limitation;

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

     1.   In the event that the Fund's net asset value  ("NAV"),  calculated  in
          accordance  with the  Fund's  then  current  Prospectus,  drops  below
          $100,000  or a decision  is reached  by the Board of  Trustees  of the
          Trust to terminate and liquidate the Fund,  based on the best interest
          of the Fund and its shareholders, the Advisor shall reimburse the Fund
          for the cost of all  intangible  assets  currently on the books of the
          Fund,  including,  without  limitation,  all unamortized  organization
          costs.

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     2.   In addition,  in the event the Fund is terminated and liquidated,  the
          Advisor  shall  pay,  on  behalf  of the Fund,  all  reasonable  costs
          associated with such termination and liquidation.

     3.   This Amendment shall become effective on the date specified herein and
          shall remain in effect  indefinitely,  unless this  Amendment  and the
          Agreement are terminated in accordance with the Agreement.

     4.   Except to the extent amended by this Amendment,  the Agreement between
          the Trust and the Advisor shall remain in full force and effect.

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


ADVISORS SERIES TRUST                   LIBERTY TRUST & BANK COMPANY


/s/ Thomas Marschel                     /s/ Gregory M. St. Etienne
---------------------------------       ----------------------------------------
Name:  Thomas Marschel                  Name:  Gregory M. St. Etienne
Title: Vice President                   Title: Executive Vice President and
                                               Chief Operating Officer

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