OWLS Nest Partners IA LLC

Item 5      Fees and Compensation

Please note that any client who has not been provided this Brochure at least 48 hours prior to signing an
investment management agreement with the Adviser, may cancel that agreement, with no penalty,
within five business days of signing the agreement.

A.      Fees

For SMA Clients:

Management Fees

SMA Clients pay the Adviser a fixed annual management fee (the “Management Fee”) as set forth in
the Fee Schedule below. Each month, the Adviser will calculate the Management Fee based on the
individual SMA Client’s end of month net assets and deduct that amount from the SMA Client’s
account per invoice to the qualified custodian. The Adviser has the authority to waive, reduce, share
or rebate the Management Fee with respect to certain clients.

Performance Fees

The Adviser receives a performance fee (the “Performance Fee”) as set forth in the Fee Schedule
below. When due, the applicable Performance Fee will be invoiced to the SMA Client. Upon the
request and authorization of an SMA Client, the Adviser will deduct the Performance Fee from the
SMA Client’s account per invoice to the qualified custodian. The Performance Fee must be paid
within 30 calendar days of the date of the invoice. The Adviser has the authority to waive, reduce,
share, or rebate the Performance Fee with respect to certain clients.

Performance Fees will only be charged to persons who meet the definition of Qualified Client, as
defined in Rule 205-3 under the Investment Advisers Act of 1940 (the “Advisers Act”).

 Management Fee                        Performance Fee

 1% of the account balance**           25% of the amount by which the SMA Client’s return
                                       (inclusive of all fees and expenses incurred) exceeds
                                       the return that the SMA Client would have received
                                       from investing the capital account balance, over five
                                       years, in the Russell 2000 Total Return Index**

**Except as otherwise agreed to by the Adviser and SMA Client

For the Funds:

Fund Management Fees

The Feeder Funds’ investors pay the Adviser a fixed annual management fee (the “Fund Management
Fee”) as set forth in the Class Fee Schedule below. Each month, the Adviser will calculate the Fund
Management Fee based on the investor’s share of the beginning of month net assets and deduct that
amount from the investor’s capital account.
The Adviser has the authority to waive, reduce, share, or rebate the Fund Management Fee with
respect to certain investors, including Affiliates (as defined in the Funds’ Private Placement
Memoranda) of the General Partner and Adviser.

Fund Performance Fees

The Adviser receives a performance fee (the “Fund Performance Fee”) as set forth in the Class Fee
Schedule below. When due, the applicable Fund Performance Fee will be invoiced to Feeder Funds’
investors. Upon the request and authorization of an investor, the Adviser will deduct the Fund
Performance Fee from the investor’s capital account. The Fund Performance Fee must be paid within
30 calendar days of the date of the invoice.

The Adviser has the authority to waive, reduce, share, or rebate the Fund Performance Fee with
respect to certain investors.

Performance Fees will only be charged to persons who meet the definition of Qualified Client, as
defined in Rule 205-3 under the Adviser’s Act.

The Master Fund

 Interest   Fund Management Fee                   Fund Performance Fee
 Class A    1% of the capital account balance     15% of the amount by which the investor’s return
                                                  (inclusive of all fees and expenses incurred) exceeds
                                                  the return that the investor would have received
                                                  from investing the capital account balance, over five
                                                  years, in the Russell 2000 Total Return Index

 Class B    Negotiated on a case-by-case basis;   Negotiated on a case-by-case basis; however, in no
            however, in no circumstances will     circumstances will they be lower (or more favorable)
            they be lower (or more favorable)     than Class A fees.
            than Class A fees.

  Class C    1% of the capital account balance      25% of the amount by which the investor’s return
                                                    (inclusive of all fees and expenses incurred) exceeds
                                                    the return that the investor would have received
                                                    from investing the capital account balance, over five
                                                    years, in the Russell 2000 Total Return Index.
  Class D    1% of the capital account balance      15% of the amount by which the investor’s return
                                                    (inclusive of all fees and expenses incurred) exceeds
                                                    the return that the investor would have received
                                                    from investing the capital account balance, over five
                                                    years, in the Russell 2000 Total Return Index.

                                                    This class has a minimum $10 million investment.

  Class E    1.25% of the capital account balance   25% of the amount by which the investor’s return
                                                    (inclusive of all fees and expenses incurred) exceeds
                                                    the return that the investor would have received from
                                                    investing the capital account balance, over five years,
                                                    in the Russell 2000 Total Return Index.
...

Item 7         Types of Clients

Please see Item 4.B. of this Brochure for more information on the Adviser’s clients. The chart below
summarizes the Adviser’s types of clients and the corresponding requirements for opening or
maintaining an account. The Adviser reserves the right to reduce or waive any of the monetary
requirements listed below with respect to a certain client.
 Client Type                                Requirements
 Institutions                                SMA Clients
      • Endowments                           Institutions must provide at least $10,000,000 in assets for
      • Foundations                          the Adviser’s management of a separate account (subject
      • Outsourced Chief Investment          to waiver by the Adviser).
           Officers
      • Registered Investment Advisers       Funds
      • Corporations                         Institutions must meet the Qualified Client threshold to
      • Insurance Companies                  invest in the Funds.
      • Sovereign Entities

 Quasi-Institutions                          SMA Clients
    • Family offices                         Quasi-Institutions must provide at least $10,000,000 in assets
    • Trusts                                 for the Adviser’s management of a separate account.

                                             Funds
                                             Quasi-Institutions must meet the Qualified Client threshold
                                             to invest in the Funds.

 High Net-Worth Individuals                  SMA Clients
     • Accredited Investors                  Individuals must provide at least $10,000,000 in assets for the
           (As defined in Regulation D       Adviser’s management of a separate account.
           under the Securities Act of
           1933) AND                         Funds
     • Qualified Clients                     Individuals must meet the qualifying definitions indicated to
           (As defined in Rule 205-3         the left to invest in the Funds.
           under the Adviser’s Act); OR
     • Knowledgeable Employees
           (As defined in Rule 3c-5 under
           the Investment Company Act
           of 1940)

                                          Investors in Class A Interests must initially invest at least
Fund Investors*
                                          $1,000,000 (unless the investor meets the Qualified Client
                                          threshold).
    *    Please note that the Funds
         (and not the Funds’ investors)   Investors in Class B Interests must invest at least
         are the Adviser’s client. This   $10,000,000. Investors must also meet the applicable
         information is provided solely   qualifications indicated above.
         for purposes of completeness.
                                          Investors in Class C Interests must initially invest at least
                                          $1,000,000 (unless the investor meets the Qualified Client
                                          threshold).

                                          Investors in Class D Interests must invest at least $10,000,000.
                                          Investors must also meet the applicable qualifications
                                          indicated
                                          above.