Medalist Partners LP

Item 5: Fees and Compensation

Compensation and Fee Schedules

The fees applicable to each Client Fund are set forth in detail in each Client Fund’s Governing
Documents. The fees applicable to an SMA client are set forth in the investment management
agreement for that client. A brief summary of those fees is provided below.

Investors in the Medalist Funds and Institutional Clients generally pay a management fee to
Medalist (the “Management Fee”) on a monthly or quarterly basis, either in arrears or advance,
equal to an annual rate of up to 1.75% of net assets or drawn capital, depending on the particular
Institutional Client. Generally, at the end of each fiscal year, each investor in any Medalist Fund
(but not RIC) that is an open-end vehicle also pays an annual performance allocation to an affiliate
of Medalist, equal to 10% to 20% of the amount by which the net value of each account as of the
end of each calendar year exceeds the net value of the account as of the beginning of the year,
subject to a “high water mark” (the “Incentive Allocation”). In addition, under the Governing
Documents of each Medalist Fund that is a closed-end vehicle, generally an affiliate of Medalist
will receive a performance based allocation calculated and charged based on a percentage of such
Medalist Fund’s realized capital gains (the “Carried Interest”). Generally, with respect to the
Medalist closed-end vehicles, the Carried Interest payable to Medalist is 20% of profits subject to
a specified preferred return.

Medalist (or its affiliates) may, in its sole discretion, reduce, waive or calculate differently the
Management Fee, the Incentive Allocation or the Carried Interest with respect to certain clients or
investors, including members, partners, directors, officers, affiliates or employees of Medalist, its
affiliates or the Medalist Funds, or such person’s family members and trusts or other entities
established for the benefit of such person or his or her family.

Medalist has agreed to waive and/or reimburse management fees of Medalist Partners MBS Total
Return Fund and Medalist Partners Short Duration Fund to limit total annual operating expenses.
Such waivers or reimbursements may be terminated or modified with approval of the Board of
Trustees, Advisers Series Trust. Each fund may be obligated to repay to Medalist such fees waived
or reimbursed in following years should such fund’s expense ratio fall below agreed upon
maximums.

Medalist may enter into “side letters” or similar agreements with certain investors in the Medalist
Funds, granting such investors specific rights, benefits, or privileges that are not made available to
investors generally. Certain Medalist Funds have, on a limited basis, entered into side letters
related to certain regulatory and social responsibility obligations affecting such investors or
providing certain other rights related to such investor’s investment, including but not limited to,
more favorable terms relating to fees and liquidity.

Deduction of Fees

Medalist is authorized under the Governing Documents to charge and deduct advisory fees
directly from the assets of the Medalist Funds, at the times and in the amounts described above.
Medalist also receives advisory fees from certain clients, as specified in the relevant investment
management agreement governing such relationship.

Other Fees and Expenses

In addition to the fees payable to Medalist, the Medalist Funds pay for all costs and expenses
incurred in connection with the investments in their accounts, including (but not limited to)
brokerage commissions, clearing and settlement charges, custodial fees, interest expenses,
expenses relating to consultants, attorneys, brokers or other professionals or advisers who provide
research, advice, proxy voting services or due diligence services with regard to investments,
research related expenses, appraisal fees and expenses, investment banking expenses, costs related
to transactions that are not completed, portfolio valuation and pricing services, other legal
expenses, costs of preparing required regulatory filings directly related to the Medalist Fund, the
offering of the interests and other offering and solicitation regulatory regimes, including any fees
and expenses relating to anti-money laundering and Cayman Islands economic substance
requirements, and Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”)) and/or specific portfolio investments (including, without limitation, offering and regulatory
expenses related to compliance with the Alternative Investment Fund Managers Directive, Form
D and Form BE-13, and other offering and solicitation regulatory regimes, including any fees and
expenses relating to implementing and monitoring of anti-money laundering requirements, anti-
bribery, environment, social justice and corporate governance (ESG), cybersecurity and privacy
policies), fees and expenses of any advisory committee, costs and expenses of forming and
operating any holding company or alternative vehicle (including administration costs), costs
associated with compliance with the General Data Protection Regulation and the California
Consumer Privacy Act of 2018, any expenses associated with FATCA registration and
compliance, including with any intergovernmental agreements relating to automatic tax
information exchange, accounting, audit, tax preparation and other tax related expenses, entity-
level taxes and registration fees, expenses related to obtaining insurance for the directors and
officers of the relevant Medalist Fund or its general partner, organizational and offering expenses,
administration fees and related costs (including the fees of any third party provider of middle office
functions), and the costs and expenses of any services provided by Medalist or an affiliate that
would otherwise be performed by third parties and are permitted to be charged as expenses under
...

Types of Clients

Medalist provides advice to pooled investment vehicles, including the Clients Funds, and managed
account clients, including the SMAs. The limited partners and shareholders of the Client Funds
may include corporations, endowments, foundations, trusts, estates, individuals and pension and
profit sharing plans. The Medalist Funds are offered in the United States to accredited investors as
defined under Regulation D under the Securities Act, and to qualified purchasers as defined under
Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”), and are therefore not required to register as investment companies under the Investment
Company Act in reliance upon the exception under Section 3(c)(7) for funds whose securities are
not publicly offered. Certain Medalist Funds, such as those structured as REITs, may rely on other
exceptions under the Investment Company Act.
Medalist advises the SMAs and may in the future provide investment management and supervisory
services to other separate account clients from time to time. Certain of Medalist’s separate account
clients may invest in existing or future Client Funds.

Minimum Investment Requirements

As noted above, Medalist and its related persons generally require that each investor in each of the
Medalist Funds be an “accredited investor” as defined in Regulation D under the Securities Act
and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act.

Investors in the Medalist Funds are generally required to make a minimum initial investment of
$5 million or such other amount as may be set forth in the Governing Documents of such Medalist
Fund, although Medalist may accept lower amounts in its (or the relevant general partner’s)
discretion. Certain of the Medalist Funds have a defined term, but investors in the open-ended
Medalist Funds are also generally subject to a soft lock-up period of one year after investment,
which lock-up may be waived or reduced by Medalist, the relevant board of directors or the
relevant general partner in its discretion.

Medalist Partners MBS Total Return Fund and Medalist Partners Short Duration Fund are open-
end mutual funds available for investment by all investors. Minimum investment amounts are set
forth in the relevant fund offering materials. Minimum portfolio amounts for individualized
account services are negotiated with the Client and depend on investment strategy, investment
guidelines, account size, services provided, among other factors.