ADVISORY BUSINESS
A. General Description of Advisory Firm
Hawk Ridge Capital Management, L.P. (the “Investment Manager”), a Delaware limited partnership
which was organized in March 2015, is the Investment Manager of the Funds (described below) and
was hired as the Investment Manager of the Funds in July 2015. The Investment Manager is managed
and controlled by Hawk Ridge Capital Management GP, LLC, which in turn is managed and controlled
by David Brown. The Investment Manager is responsible for making all investment decisions for the
Fund. The Investment Manager is registered as an investment adviser with the Securities and Exchange
Commission (the “SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”).
Hawk Ridge Management, LLC (the “General Partner”), an affiliate of the Investment Manager, is the
general partner of the Master Fund, Accredited Feeder, and the Institutional Feeder (collectively, the
“Onshore Funds”). The General Partner was organized in Delaware in August 2007 and is managed
and controlled by David Brown. The General Partner was the Investment Manager of the Funds until
July 2015. The General Partner, subject to the supervision of the advisory committee, controls the
operations of the Onshore Funds. The General Partner has the authority to (a) accept subscriptions for
and withdrawals of Interests in the Onshore Funds, (b) accept withdrawals of Limited Partners from the
Onshore Funds and (c) terminate the Onshore Funds. Hawk Ridge Partners Offshore is managed by the
Board of Directors, who have delegated the Investment Manager to invest its assets as well as its
responsibilities in points (a), (b) and (c) above. It should be noted that each of the delegated
responsibilities requires approval from the Board in consultation with the Investment Manager, when
necessary.
The Investment Manager and the General Partner are collectively referred to as “Hawk Ridge”
throughout this Brochure.
Hawk Ridge provides discretionary investment management services to its clients (the “Advisory
Clients”), which include the following private investment funds (each a “Fund” and collectively, the
“Funds”):
(i) Hawk Ridge Master Fund, L.P., a Delaware limited partnership (the “Master Fund”);
(ii) Hawk Ridge Partners, L.P., a Delaware limited partnership (the “Accredited Feeder”);
(iii) Hawk Ridge Partners II, L.P., a Delaware limited partnership (the “Institutional Feeder”);
and
(iv) Hawk Ridge Partners Offshore Ltd., a Cayman Islands exempted company (the “Offshore
Feeder”).
The Accredited Feeder, the Institutional Feeder, and the Offshore Feeder (collectively, the “Feeder
Funds”) invest all of their assets in and conduct their investment activities through the Master Fund.
Hawk Ridge is the Investment Manager and General Partner (as applicable) of the Funds. Each Fund
is governed by a limited partnership agreement or articles of association (as applicable) that sets forth
the specific guidelines and restrictions applicable to each Fund (the “Governing Documents”). In
addition, investors in each Feeder Fund are provided with offering documents
prior to their
investment, which also contain information regarding the intended investment program for such Fund.
The portfolio investments of the Funds are managed by Hawk Ridge pursuant to an investment
management agreement between Hawk Ridge and each of the Funds.
B. Description of Advisory Services
Hawk Ridge has broad and flexible investment authority with respect to the investment portfolio that
it manages for Advisory Clients. Hawk Ridge seeks to achieve equity-like investment returns while
taking on significantly less market risk than broad market indices through long and short investments
in publicly traded equity securities, primarily in the United States and international developed equity
markets. Hawk Ridge will seek to achieve its objectives through thoughtful, in-depth due diligence
and bottom up, fundamental analysis of investments, including both quantitative valuation analysis
and significant qualitative due diligence. In evaluating investments, a particular emphasis is placed
on developing an independent perspective and conducting thorough interviews with management and
third-party industry professionals coupled with the use of unique datasets to develop unbiased
insights. Please refer to Item 8 of this Brochure for additional information regarding the investment
strategies pursued by Hawk Ridge and their associated risks.
The above description is merely a summary and you should not assume that any descriptions of the
specific activities in which the Funds may engage are intended in any way to limit the types of
investment activities which the Funds may undertake or the allocation of Funds’ capital among such
investments. Hawk Ridge reserves the right to alter any of the Funds’ investment policies or strategies
as deemed appropriate from time to time in its discretion without obtaining investor approval. It is
critical that investors refer to the relevant Fund’s confidential private offering memorandum and other
Governing Documents for a complete understanding of Hawk Ridge’s advisory services. The
information contained herein is a summary only and is qualified in its entirety by such documents.
C. Availability of Customized Services for Individual Clients
Hawk Ridge neither tailors its advisory services to the individual needs of investors in the Funds, nor
accepts investor-imposed investment restrictions.
Hawk Ridge has entered (and may in the future enter) into side letter or similar agreements with
certain investors that provide for more favorable terms than those described in the respective Fund’s
Governing Documents. Such terms may include, without limitation, the waiver or reduction of fees
and/or the addition of certain information rights. Hawk Ridge does not offer preferential liquidity
rights to any investor.
D. Wrap Fee Programs
Hawk Ridge does not offer or participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2023, Hawk Ridge manages $4,364,135,161 of regulatory assets under
management, all on a discretionary basis. Hawk Ridge does not manage any assets on a non-
discretionary basis.