Semper Capital Management LP

Item 5. Fees and Compensation

Semper is compensated for investment advisory services based on a percentage of assets under
management. The Firm also receives performance-based fees as set forth in the relevant investment
advisory agreements and fund offering documents. Semper or one of its affiliates receives performance-
based fees or incentive allocations equal to a percentage of net capital appreciation in addition to a
management fee. Performance-based fees are negotiated at inception of an account and established in the
investment advisory agreement and fund governing documents. Fees are exclusive of other charges
imposed by administrators, brokers, custodians, and any other third-party service provider.

Management and any performance-based fees for separately managed accounts are generally negotiated
with the Client and will depend on, among other things, the size of the portfolio and services to be provided.
Management fees for separately managed accounts are generally calculated and paid quarterly in arrears.
Semper will generally invoice the Client as agreed, and management fees are remitted to Semper by the
Client or Client’s custodian. For funds advised by Semper, Semper will generally invoice the funds’
administrators and management fees are remitted to Semper by each fund administrator.

Management fees generally range from 0.20% to 1.50% per annum. Semper has agreed to waive and/or
reimburse management fees of Semper MBS Total Return Fund and Semper 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 Semper
such fees waived or reimbursed in following years should such fund’s expense ratio fall below agreed upon
maximums.

Semper, or one of its affiliates in the capacity of a fund GP, may lower or waive investment minimums for
particular investors or classes of investors at its discretion depending on several factors, including account
size, strategy, relationship, and other Client-specific factors. Expenses borne by investors are set forth in
full in the respective offering documents. Management and performance-based fees are exclusive of other
fees and expenses imposed by administrators, brokers, custodians and other third-party service providers
or incurred in the organization and operation of a fund or Client account.

Either Semper or the Client may terminate an investment advisory agreement with prior written notice. In
the event of termination, fees will be prorated, and any paid but unearned fees will be promptly refunded.
Any fees due to the Firm will be invoiced prior to termination.

Item 7. Types of Clients

Semper provides investment advisory services to registered mutual funds and separate account Clients, all
of which may include certain institutional investors, high net worth individuals, banking and thrift institutions,
pension and profit-sharing plans, including those governed under the Employee Retirement Income
Security Act of 1974, state and municipal government entities, foundations and endowments. Semper
provides investment advisory services to foreign-domiciled entities that comply with UCITS.

Semper MBS Total Return Fund and Semper Short Duration Fund are open-end mutual funds available for
investment by all investors. The Semper Total Return Fund is a foreign-domiciled UCITS-compliant Fund.

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.