ADVISORY BUSINESS
A. General Description of Advisory Firm.
Hawk Ridge Capital Management, LP (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 require approval from the Board in consultation with the Investment Manager, when
necessary.
Hawk Ridge Capital Management LP and Hawk Ridge Management, LLC 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 or substantially 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 other developed 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 of 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 (or its affiliates) has entered (and may in the future enter) into side letter or similar
agreements with certain investors that may provide for terms of investment that are more favorable to
the terms 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.
D. Wrap Fee Programs
Hawk Ridge does not offer or participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2022, Hawk Ridge manages $2,407,639,984 of net assets on a discretionary basis.
Hawk Ridge does not manage any assets on a non-discretionary basis.