A. Owls Nest Partners IA, LLC
The Adviser is an SEC-registered investment adviser, formed in July 2017 as a Delaware limited
liability company. The Adviser is wholly owned by Owls Nest Partners, LLC, a Delaware limited liability
company, which is wholly owned by Philip C. Timon, Chief Investment Officer and Portfolio Manager
of the Adviser and David C. Ferreira, President, Chief Operating Officer and Chief Compliance Officer
of the Adviser. The executive officers of the Adviser include Mr. Timon and Mr. Ferreira. The Adviser
maintains its principal place of business in Chadds Ford, Pennsylvania.
B. Advisory Services
The Adviser provides investment advisory services to separately managed accounts and funds. The
Adviser serves as the investment adviser to Owls Nest Partners Master Fund, Ltd., a Bermuda Exempt
Company, the master fund of a master/feeder fund structure (the “Master Fund”), and to Owls Nest
Partners Long Only Master Ltd., a Bermuda Exempt Company, the master fund of a master/feeder
fund structure (the “Long Only Fund” and together with the Master Fund, the “Funds”). The two
feeder funds to the Master Fund are (1) Owls Nest Partners Fund, LP, a Delaware limited partnership,
an onshore feeder fund (the “Master Fund Onshore Feeder”), and (2) Owls Nest Partners Offshore
Fund, Ltd., a Bermuda Exempt Company, an offshore feeder fund (the “Master Fund Offshore
Feeder”). The two feeder funds to the Long Only Fund will be (1) Owls Nest Partners Long Only
Offshore Ltd., a Bermuda Exempt Company, an offshore feeder fund (the “Long Only Offshore
Feeder”), and (2) Owls Nest Partners Long Only LP, a Delaware limited partnership, an onshore feeder
fund (the “Long Only Onshore Feeder”), (collectively with the Master Fund Onshore Feeder and the
Master Fund Offshore Feeder, the “Feeder Funds”). The general partner of the Master Fund Onshore
Feeder and Long Only Onshore Feeder is Owls Nest Partners GP, LLC, a Delaware limited liability
company (the “General Partner”). The chart below illustrates the relationship of the Adviser to these
entities.
As the investment adviser of the Funds, the Adviser will invest substantially all of the assets into the
respective Funds. Based upon the General Partner’s investment discretion, which it has delegated to
the Adviser per the investment management agreement, the Adviser and the General Partner are
filing a single form ADV in reliance upon the SEC’s expressed position in the 2005 and 2012 American
Bar Association No-Action Letters.
The Funds’ investment objective is to achieve long-term outperformance by investing in a highly
concentrated portfolio of publicly traded equity securities, primarily those securities
of out- of-favor
and misunderstood small and mid-capitalization companies. The Master Fund may seek to achieve
this investment objective buy purchasing long, or selling short, publicly traded equity securities. The
Master Fund may also use leverage and is managed with an awareness of the impact of taxes. The
Long Only Fund will seek to achieve this investment objective solely through purchasing long
securities. The Long Only Fund cannot use leverage and will not be tax aware. It is expected that the
Long Only Fund will only have tax-exempt investors. In providing advisory services to the Funds, the
Adviser engages in the development of investments, makes investment and divestment decisions,
manages the Funds’ assets, and provides reports to the General Partner of the Onshore Feeder and
the directors of the Offshore Feeder. The Adviser performs these services according to the
obligations and restrictions set forth in the investment management agreements between the Funds
and the Adviser.
In addition, the Adviser will provide investment advisory services to the following types of clients (the
“SMA Clients”) (please see Item 7 of this Brochure for more information on client requirements):
Institutions
Endowments
Foundations
Outsourced Chief Investment Officers
Registered Investment Advisers
Corporations
Insurance Companies
Sovereign Entities
Quasi-Institutions
Family offices
Trusts
High Net-Worth Individuals
401k and Individual Retirement Accounts
The Adviser will manage these accounts on a discretionary basis pursuant to the obligations and
restrictions set forth in the SMA Clients’ investment management agreements. Similar to the services
provided to the Funds, the Adviser’s investment advice to SMA Clients will primarily focus on publicly
traded equity securities, specifically those securities of out-of-favor and misunderstood small and
mid-capitalization companies.
C. Tailoring Services
The Adviser employs a specific strategy with respect to the management of assets, as discussed in
the preceding Section B. The Adviser believes that this strategy is uniquely tailored to meet the needs
of the SMA Clients and Funds that it will service. Additionally, SMA Clients may impose restrictions
on the Adviser’s investment in certain securities or types of securities, and these restrictions will be
set forth in the SMA Clients’ investment management agreements.
D. Wrap Fee Programs
The Adviser does not participate in wrap fee programs.
E. Advisory Services
As of December 31, 2023, the Advisor had regulatory assets under management in excess of $389
million. All the Adviser’s assets under management are managed on a discretionary basis.