Overview
A. Description of the firm.
HBC Group LLC (hereinafter “HBC”, “we”, “us”, or “our”) is an investment advisory firm specializing
in investment management for a private investment fund. HBC is organized as a Delaware limited
liability company with a principal place of business in Colorado. HBC was founded in 2023 and its
sole member is Paul Ellis. The ultimate principal owners of HBC is Paul Ellis.
HBC provides investment management services
to The Hawksbridge Global Master Fund, a private fund incorporated as an exempted open-ended
investment company with limited liability in the Fund (the “Fund” or the “Client”). HBC has entered
into a sub-advisory agreement with Hawksbridge Capital Co., Ltd. (hereinafter “Hawksbridge”).
Hawksbridge services as the investment manager to the Fund and . HBC provides sub-investment
advisory services on a discretionary basis to the Fund. Hawksbridge and HBC are not related
persons or otherwise affiliated entities.
Interests in the Fund are offered through a private placing memorandum to US persons who are
accredited investors, as defined under the Securities Act of 1933, as amended (the “Securities
Act”), and qualified purchasers, as defined under the Investment Company Act of 1940, as amended
(the “Investment Company Act”) or knowledgeable employees as defined under Rule 3c-5 under
the Investment Company Act.
B. Types of advisory services.
HBC offers investment advisory services to the Fund pursuant to a sub-advisory agreement with
Hawksbridge. HBC focuses its investment advice primarily with respect to investments in
derivatives.
C. Investment restrictions.
The advisory services HBC provides to the Fund are tailored to the investment objectives,
investment strategy and investment restrictions of the Fund in accordance with the terms of the
documents governing our relationship with the Fund. HBC does not tailor its advisory services to
the individual needs of any particular investor.
Hawksbridge and the Fund have entered into and may in the future enter into “side letter”
agreements with investors, [primarily to accommodate an investor’s particular legal, tax or regulatory
requirements]. As disclosed in the Fund’s private placing memorandum, Hawksbridge have the right
in their absolute
discretion to agree with any existing or potential investor in the Fund, whether by
means of a side letter or other agreement, to waive or modify the application of any of the terms in
any document governing such investor’s investment in the Fund or to grant to such investor
additional rights and/or access to more information that is granted, or provided, to other investors
(each and together, a “Modification of Terms”). Any Modification of Terms may be made in relation
to (but is not limited to) the application or calculation of fees, rebates of fees and/or charges payable
to Hawksbridge, the provision of additional liquidity, co-investment opportunities, redemption and
payment rights, capacity in the Fund, access to greater transparency, investment restrictions,
notification of certain events, indemnification obligations and/or additional representations,
warranties or covenants. Hawksbridge may also agree to consult with or obtain prior approval from
particular investors before taking certain actions. The ability of investors to obtain more favourable
terms in this manner may disadvantage other investors who do not have a Modification of Terms.
While any Modification of Terms may be evidenced through the use of side letters or other
agreements, the Fund also has the general discretion to agree any Modification of Terms as
provided for in the Fund’s governing documents, including through the creation of a separate class
of Fund shares.
None of the Fund or HBC is obligated to disclose the existence or specific terms of any side letter
or other agreement which gives rise to a Modification of Terms to any other investors, with the
exception that where the Fund and/or HBC has granted preferential rights of redemption in any
Modification of Terms, the material terms relating to such preferential rights will be made available
on request.
D. Wrap fee programs.
Our firm does not participate in wrap fee programs.
E. Assets under management.
As of [___], HBC does not have any regulatory assets under management. HBC will update this Part
2A along with the ADV Part 1A once it is required to amend the Form ADV to comply with Rule
203A-2(c). HBC expects to be eligible for SEC registration within 120 days of the date that the Form
ADV was filed.