Private company

HAWK RIDGE CAPITAL MANAGEMENT LP

Last updated Oct 21, 2026.

Overview

Corporate structure

HAWK RIDGE CAPITAL MANAGEMENT LP sits at the top of its group. 4 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of HAWK RIDGE CAPITAL MANAGEMENT LP

  • David Graham Brown Owns 75% or more of Hawk Ridge Capital Management LP, since 08/2007 (Form ADV)
  • David Smith Bradley Owns 5% to 10% of Hawk Ridge Capital Management LP, since 02/2014 (Form ADV)
  • Ravi Nmn Patna Owns 5% to 10% of Hawk Ridge Capital Management LP, since 01/2023 (Form ADV)

Built from major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (3 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.

Investment adviser

HAWK RIDGE CAPITAL MANAGEMENT LP is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.

  • Assets it manages$4.5B2 5 accounts, all with discretion
  • Employees23 10 in investment advice or research
  • ClientsPooled investment vehicles (other than investment companies and: 5 ($4.5B)
  • How it is paidA percentage of assets under its management; Performance-based fees
  • What it doesPortfolio management for pooled investment vehicles (other than investment companies)
  • Holds client assetsYes: cash and securities
  • RegistrationSEC 801-100425, CRD 163818 IAPD record

Who owns it

Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).

  • David Graham Brownowns 75% or more, since 08/2007
  • David Smith Bradleyowns 5% to 10%, since 02/2014
  • Ravi Nmn Patnaowns 5% to 10%, since 01/2023
  • David Graham Brownowns 75% or more of DAVID G. BROWN TRUST MANAGEMENT GP, MEMBER LLC, since 03/2003

In its own words: the client brochure

Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 3/31/2026.3 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.

Item 4: Advisory business Services

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 Master Fund. 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 Feeders (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, subject to the supervision of the applicable advisory committee(s), 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. The Offshore Feeder (as defined below) 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 for the Offshore Feeder. 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) (ii) (iii) (iv) (v)

Hawk Ridge Master Fund, L.P., a Delaware limited partnership (the “Master Fund”); Hawk Ridge Partners, L.P., a Delaware limited partnership (the “Accredited Feeder”); Hawk Ridge Partners II, L.P., a Delaware limited partnership; Hawk Ridge Partners III, L.P., a Delaware limited partnership (collectively, with Hawk Ridge Partners II, L.P., the “Institutional Feeders”); and Hawk Ridge Partners Offshore Ltd., a Cayman Islands exempted company (the “Offshore Feeder”).

The Accredited Feeder, the Institutional Feeders, 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, 2025, Hawk Ridge manages $4,528,021,972 of regulatory assets under management, all on a discretionary basis. Hawk Ridge does not manage any assets on a nondiscretionary basis.

Item 5: Fees and compensation Fees

A. Advisory Fees and Compensation Management Fees The Investment Manager receives a management fee (the “Management Fee”) from the Master Fund with respect to each Feeder Fund as of the last business day of each calendar quarter, in arrears. The General Partner has established one or more capital sub-accounts (the “Sub Accounts”) within each Feeder Fund’s capital account(s) to reflect the different terms and conditions pursuant to which individual Feeder Fund investors acquire interests in or shares of the Feeder Funds. The Management Fee is accrued as of the end of each calendar month at a rate equal to a percentage (the “Fee Percentage”) of the total balance of each Sub-Account as of the last business day of the month, prior to the accrual of any Performance Allocation (as defined below) and any withdrawals as of such last business day. The Fee Percentage for each Sub-Account is generally equal to: •

•

0.146% (approximately 1.75% on an annual basis) if the total value of the Master Fund’s total assets is equal to or greater than $400 million as of the last day of each calendar month; or 0.167% (approximately 2% on an annual basis) if the total value of the Master Fund’s total assets is less than $400 million as of the last day of each calendar month.

Since the Management Fee will be paid at the Master Fund level, no management fee will be paid at the Feeder Fund level. The Management Fee will be prorated for any period that is less than a full quarter and will be deducted from the Funds by the Investment Manager. Certain investor share classes may be subject to different management fee rates payable to Hawk Ridge, as disclosed in the applicable governing or offering documents. Performance Allocation In addition, consistent with the relevant provisions of the Advisers Act and Rule 205-3 adopted thereunder, at the end of each fiscal year, Hawk Ridge, as the General Partner of the Master Fund, is entitled to receive, via reallocation from the Feeder Funds to the Master Fund an annual performancebased allocation (the “Performance Allocation”) equal to 20% of the net capital appreciation, if any, in each investor’s capital account or shares (as applicable) during the year (including both realized and unrealized gains and losses). The Performance Allocation is made only if, and to the extent that, the net capital appreciation of a Feeder Fund for the year exceeds any net capital depreciation in the Master Fund (reduced pro rata for any withdrawals) accumulated in prior years (i.e., a “high water mark”). The General Partner may be allocated Performance Allocations with regard to unrealized appreciation as well as realized gains in the Master Fund. The Performance Allocation is subject to a loss carry forward provision such that the Performance Allocation is made only if, and to the extent that, the net capital appreciation of an investor’s capital account or the net asset value of shares (as applicable) for the year exceeds any net capital depreciation in the capital account (reduced pro rata for any withdrawals) or the net asset value of shares accumulated in prior years (a “high water mark”). Such provisions are designed to ensure that no Performance Allocation will be made with respect to an investor until any net loss allocated to such investor during the period is first recovered (taking into account interim withdrawals and distributions).

When calculating the Performance Allocation at the Feeder Fund level, net profits will be reduced by the Management Fee, and all items of income, loss and expense incurred at the Feeder Fund level will be taken into account. Fees may be negotiable for certain investors under certain circumstances. In addition, the Management Fee and/or Performance Allocation may be waived or reduced for investors that are members, employees or affiliates of Hawk Ridge, relatives of such persons, and for certain strategic investors. It is critical that investors refer to the relevant confidential private offering memorandum and other Governing Documents for a complete understanding of how Hawk Ridge is compensated for its advisory services. The information contained herein is a summary only and is qualified in its entirety by such documents. B. Payment of Fees Fees are deducted from each Fund’s assets. Investors do not have the ability to choose to be billed directly for fees incurred. The Management Fee is payable quarterly in arrears and will be prorated in the event of a contribution during the quarter. The Performance Allocation is calculated and charged at the end of each fiscal year (or at the time of an investor withdrawal or redemption). It is critical that investors refer to the relevant confidential private offering memorandum and other Governing Documents for a complete understanding of how fees are deducted from their assets. The information contained herein is a summary only and is qualified in its entirety by such documents. C. Additional Fees and Expenses The Funds will be treated as a common business enterprise for the purposes of expense allocation. Subject to certain limitations described in the Governing Documents, all other fund operating expenses may be paid by the Master Fund and allocated pro rata to the Feeder Funds which include: (a) brokerage and execution charges, commissions, custodial charges, and fees for quotation and other data services; (b) fees related to accounting, trading, portfolio management and risk management systems; (c) research subscriptions and expenses including, but not limited to expert networks, bespoke research consultants, alternative data sets, software expenses related to research-related systems and the installation, maintenance, and software and services related to each; (d) legal and consulting fees related to investment research; (e) expenses to register securities and transfer taxes; (f) costs and expenses incurred for the purpose of protecting and enhancing the value of the assets of the Feeder Funds and the Master Fund (including the costs of instituting and defending litigation); (g) U.S. federal, state and local taxes, filing and registration fees of the Master Fund, the Feeder Funds, Hawk Ridge and its affiliates (other than taxes on the income of Hawk Ridge and its affiliates); (h) all costs, fees and expenses relating to investor communications, relations, bookkeeping, accounting and the preparation and mailing of financial, tax and performance information to investors, including an allocable share of Hawk Ridge’s costs, fees and expenses relating to internal accounting and tax preparation functions should the Feeder Funds and/or the Master Fund determine not to use third party providers for such services; (i) fees, costs and expenses incurred in connection with borrowings on securities sold short; (j) custodial / bank service fees and any other expenses related to the purchase, sale, or transmittal of Fund assets; (k) administration fees, costs and expenses; (l) premiums and other costs of D&O/E&O and other insurance; (m) costs and expenses incurred by Fund representatives in execution of their duties; (n) all regulatory and compliance fees, costs and expenses incurred in complying with regulatory requirements that directly result from management of the Feeder Funds and the Master Fund (including expenses incurred in complying with FATCA and preparing Form PF); (o) fees for attorneys, accountants, consultants and other professionals or experts (including the

fees and expenses for counsel to Hawk Ridge or one or more of its officers or managers) arising in connection with a Feeder Fund’s or the Master Fund’s business; (p) directors’ fees including reasonable travel, hotel and other related expenses properly incurred by the directors in attending meetings of the fund board of directors or any committee of the board or any general meeting or any meeting held in connection with the business of the Funds; and (q) all expenses and costs incurred by the Funds’ Advisory Committee in the execution of their duties pursuant to the Governing Documents. The General Partner will allocate the expenses to the individual Feeder Funds in the manner it determines to be fair and equitable and in its sole discretion, which will be in proportion to the net assets of each Feeder Fund (taking into account any special arrangements with particular investors in the Feeder Funds regarding Management Fees, Performance Allocations and expense ratios). It is critical that investors refer to the relevant confidential private offering memorandum and other Governing Documents for a complete understanding of expenses. The information contained herein is a summary only and is qualified in its entirety by such documents. D. Prepayment of Fees As described in Item 5.A., the Management Fee is paid quarterly in arrears, adjusted for any contributions made during the quarter and is accrued as of the end of each calendar month. With respect to terminating the advisory relationship, investors may withdraw/redeem all or a portion of its capital account or shares (as applicable) on a quarterly basis, subject to certain limitations, including but not limited to: a 12-month lockup period for each purchase of interests or shares, required notice periods (60 days’ prior written notice), restrictions on aggregate withdrawals, suspensions of withdrawal/redemptions, retentions of reserves, and delays in payment and/or distributions in kind. It is critical that investors refer to the relevant confidential private offering memorandum and other Governing Documents for a complete understanding of their withdrawal/redemption rights and when fees are charged. The information contained herein is a summary only and is qualified in its entirety by such documents. E. Additional Compensation and Conflicts of Interest Neither Hawk Ridge nor any of its supervised persons accept compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks

A. Methods of Analysis and Investment Strategy Methods of Analysis Hawk Ridge’s investment philosophy centers on fundamental value-oriented investing. Hawk Ridge seeks to achieve equity-like returns while taking on significantly less market risk than the broad market indices. Hawk Ridge seeks to achieve its investment objective through superior security selection on both long and short positions using fundamental analysis of investments, including both quantitative valuation analysis and significant qualitative due diligence in order to understand business trends, assess management, identify investment risks/opportunities and ultimately to develop a full investment thesis. In evaluating investments, a particular emphasis is placed on developing an independent perspective and conducting thorough interviews of management and third-party industry professionals. Hawk Ridge’s investment process is driven by a disciplined yet flexible approach to idea generation, research/analysis, portfolio construction, and risk management. Hawk Ridge utilizes various methods of analysis in formulating its investment decisions. Hawk Ridge adopts a fundamental approach to idea generation, focused on due diligence of individual companies. Hawk Ridge employs various screening techniques and automated methods of monitoring news headlines in order to quickly and efficiently identify situations in the market that are most conducive to creating a disparity between business fundamentals and valuation. This process of identifying potential investment candidates is conducted continuously over time (on a day-to-day basis) in order to develop a consistent “pipeline” of attractive investments that is repeatable over time. Hawk Ridge makes use of publicly available information when researching investments. Hawk Ridge may also utilize Bloomberg, trade publications, published research, newspapers, SEC filings, company presentation materials, broadcast news and internet services. The due diligence process generally consists of interviews with company management and third-party industry professionals (suppliers, customers, competitors, and former industry executives), use of alternative data sources to establish understanding of economic trends, and discussions with capital markets professionals. Although not a primary focus, Hawk Ridge also makes use of relevant sell-side research provided by broker-dealers, mostly to get an understanding of what the consensus opinion is on the security in question. In order to mitigate risk, Hawk Ridge evaluates risks and biases in the portfolio including the following: correlations between individual securities, balance sheet risk of individual securities, net long market exposure, operational risk in underlying investment holdings, overall trading liquidity in individual positions and across the portfolio, exposure to foreign currencies and changes in the broad economic landscape. Investment Strategies The investment strategies are set forth in the respective offering materials and Governing Documents that are provided to investors. Hawk Ridge will be highly flexible in its ability to select and dispose of investments in response to market opportunities and other circumstances. Hawk Ridge generally pursues a value-oriented strategy, targeting equity-like returns with the goal of

taking on significantly less market risk than the broad market indices. Hawk Ridge seeks investment opportunities (long and short) typically through a rigorous screening and due diligence process involving both quantitative analysis and significant qualitative due diligence that is designed to identify situations in the market that are most conducive to creating a disparity between business fundamentals and valuation. In general, Hawk Ridge seeks to take long positions in businesses that have the most desirable combination of attractive business characteristics and low valuation and seeks short positions in businesses that have the least attractive combination of poor business characteristics and high valuation. Hawk Ridge expects to take long positions in companies that are perceived to have stable prospects and attractive, growing free cash flow yields and good valuation multiples. Hawk Ridge will prefer shorts in businesses that Hawk Ridge perceives to have weak or declining business prospects, or business prospects dwarfed by peers, with respect to which Hawk Ridge has taken a long position. Hawk Ridge may make investments outside of these general criteria depending on valuation and other factors. Investments will primarily be focused in the United States, although Hawk Ridge will opportunistically invest in other developed markets. Under normal market conditions, Hawk Ridge will attempt to diversify the Funds’ equity investments among a number of issuers and industries. However, there is no limit on the percentage of the Funds’ assets which may be invested in any security or industry, and portfolios may be concentrated in securities issued by a small number of issuers or companies in a small number of industries. In addition, Hawk Ridge may use leverage by buying securities on margin (i.e., with credit supplied by the broker-dealer through which equity securities are purchased) or by borrowing from third parties. Hawk Ridge will limit the extent of the Funds’ borrowing based on its view of macroeconomic and market technical factors, and generally will obtain the maximum margin only when it believes such factors indicate sustained market advances. Hawk Ridge has broad and flexible investment authority with respect to the investments made by the Funds. The Funds may pursue other strategies or engage in other activities than those described herein. Please note that an investment in the Funds is deemed highly speculative and is not intended as a complete investment program. Investing in the securities markets in general and in the Funds advised by Hawk Ridge in particular involves significant risk. Investments in the Funds are designed only for experienced and sophisticated persons who are able to bear the economic risk of the loss of their investment and who have a limited need for liquidity. It is critical that investors refer to the relevant private offering memorandum and other Governing Documents for a complete understanding of Hawk Ridge’s investment strategies and methods of analysis. The information contained in this Item 8 is a summary only and is qualified in its entirety by such documents. B. Material Risks Relating to Investment Strategies and Techniques All investing and trading activities risk the loss of capital. While Hawk Ridge attempts to moderate these risks, there can be no assurance that the Funds will be able to invest fully on attractive terms or that the Funds will not suffer losses. The following discussion sets forth some of the more significant risks associated with the investment strategies pursued by Hawk Ridge.

Nature of Investments. Hawk Ridge has broad discretion in making investments for its Advisory Clients. Investments will generally consist of equity securities, equity-related instruments and other assets and financial instruments that may be affected by business, financial market or legal uncertainties. There can be no assurance that Hawk Ridge will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Funds’ activities and the value of investments. In addition, the value of the portfolio may fluctuate as the general level of interest rates fluctuates. Concentration of Investments. There is no limit on the types of positions the Funds may take, the size of the companies in which the Funds may invest, or the concentration of investments (by sector, industry, capitalization, company, country or asset class). Although Hawk Ridge will attempt to spread the Funds’ capital among a number of investments, at times the Funds may hold a relatively small number of securities positions, each representing a relatively large portion of the Funds’ capital. Losses incurred in such positions could have a material adverse effect on the Master Fund’s overall financial condition, including opportunity loss. Use of Leverage. As noted above, the Funds may utilize leverage. Leverage increases returns if the Fund earns a greater return on investments purchased with borrowed funds than the Fund’s cost of borrowing such funds. However, the use of leverage exposes the Fund to additional levels of risk, including (i) greater losses from investments than would otherwise have been the case had the Fund not borrowed to make the investments, (ii) margin calls or interim margin requirements which may force premature liquidations of investment positions and (iii) losses on investments where the investment fails to earn a return that equals or exceeds the Fund’s cost of borrowing such funds. In the event of a sudden, precipitous drop in value of the Fund’s assets, the Fund might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying its losses. In an unsettled credit environment, Hawk Ridge may find it difficult or impossible to obtain leverage for the Fund. In such event, the Fund could find it difficult to implement its strategy. In addition, any leverage obtained, if terminated on short notice by the lender, could result in Hawk Ridge being forced to unwind the Fund’s positions quickly and at prices below what Hawk Ridge deems to be fair value for such positions. Counterparty Risk. Hawk Ridge maintains, and expects to establish, relationships to obtain financing, derivative intermediation and prime brokerage services that permit it to trade on behalf of its Clients in any variety of markets or asset classes over time. However, there can be no assurance that Hawk Ridge will be able to establish or maintain such relationships. An inability to establish or maintain such relationships could limit its trading activities, create losses, preclude it from engaging in certain transactions or prevent it from trading at optimal rates and terms, in each case, on behalf of its Clients. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships could have a significant impact on Clients’ businesses due to Hawk Ridge’s reliance on such counterparties on their behalf. Hawk Ridge, on behalf of its Clients, from time to time effects transactions in the “over the-counter” or “OTC” derivatives markets. The stability and liquidity of OTC derivatives transactions depends in large part on the creditworthiness of the parties to the transactions. In the OTC markets, Hawk Ridge, on behalf of a Client, enters into a contract directly with dealer counterparties which may expose the Client to the risk that a counterparty will not settle a transaction in accordance with its terms because of a solvency or liquidity problem with the counterparty. Delays in settlement may also result from

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Item 7: Types of clients

Hawk Ridge provides investment advisory services solely to pooled investment vehicles operating as private investment funds. Each investor in the Funds must meet certain eligibility provisions. The offering of the Funds is designed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Regulation D thereunder. In addition, each Fund is designed to rely on exemptions from registration as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) pursuant to Section 3(c)(1) (in the case of the Accredited Feeder) and Section 3(c)(7) (in the case of the Master Fund, the Institutional Feeders and the Offshore Feeder) of the Investment Company Act. Admission to the Funds is not open to the general public. Interests in the Accredited Feeder will generally be offered and sold only to sophisticated investors that are (i) “accredited investors” within the meaning of Rule 501 of Regulation D under the Securities Act, and (ii) “qualified clients” as defined in Rule 205-3 under the Advisers Act. Investors in the Institutional Feeders must generally be “accredited investors” under Regulation D of the Securities Act and “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act. Investors in the Offshore Feeder are typically either (i) non-U.S. Persons; or (ii) U.S. persons who are exempt from federal income tax and also qualify as both “accredited investors” under Regulation D of the Securities Act and “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act. Accredited investors and qualified clients that invest in the Funds may include bank platforms, state or local public pension plans, corporate pension funds, endowments, foundations, high net worth individuals, family offices, trusts, foundations, fund of funds or other registered investment advisers. The minimum initial investment amount is $5,000,000 in Hawk Ridge Partners II, L.P., and in the Hawk Ridge Partners Offshore, Ltd., unless waived by the General Partner or the Board, respectively. Subsequent investment must be at least $10,000. The minimum investment amount into Hawk Ridge Partners III, L.P. is $250,000. Investors investing through certain specific platforms are subject to lesser amounts including a $250,000 minimum. Hawk Ridge and/or the board of directors, as applicable, may, in their sole discretion, waive, reduce, increase, or alter these requirements in particular cases and may change them as to new investors in the future.

Item 6: Performance-based fees and side-by-side management Conflicts of interest

As generally described in Item 5 above, Hawk Ridge is entitled to receive performance-based compensation from investors in the Funds in the form of a Performance Allocation at the Master Fund level. The fact that Hawk Ridge could receive performance-based compensation creates a potential conflict of interest in that it may create an incentive for Hawk Ridge to effect transactions in investments that are riskier or more speculative than would be the case if compensation were based solely on a flat percentage of capital. The Performance Allocation is calculated on total income, including realized gains, unrealized gains, and other income such as dividends and interest. The Performance Allocation is made only if, and to the extent that, the net capital appreciation of a limited partner’s capital account or the net asset value per share (as applicable) for the year exceeds any net capital depreciation in the capital account (reduced pro rata for any withdrawals) or net asset value per share accumulated in prior years (i.e., a “high water mark”). The high-water mark and other conditions to payment are designed to prevent Hawk Ridge from receiving performance-based compensation with respect to profits that simply restore previous losses. Hawk Ridge presently provides investment management services only to Advisory Clients that are subject to a performance-based allocation arrangement, and all investment and trading decisions take place at the Master Fund level. As such, the conflicts of interest related to managing accounts that charge performance-based fees alongside accounts that do not charge performance-based fees, or charge lesser performance-based fees, does not apply to Hawk Ridge. Hawk Ridge recognizes that it is a fiduciary and as such must act in the best interests of its Advisory Clients. Further, Hawk Ridge recognizes that it must treat all clients fairly and must refrain from favoring one client’s interests over another’s. Hawk Ridge regularly assesses the allocation of its resources, including investment personnel, to ensure adherence to its fiduciary duties.

Item 10: Other financial industry activities and affiliations Conflicts of interest

A. Broker-Dealer Registration Status Hawk Ridge and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status Hawk Ridge and its management persons are exempt under CFTC Rule 4.13(a)(3) from registering with the Commodity Futures Trading Commission and thus, are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. C. Material Relationships or Arrangements with Certain Related Persons Hawk Ridge, its affiliates and their respective management persons and other personnel serve as the Investment Manager and General Partner to the Funds, some of which may be considered their related persons due to the fact that they could be deemed under common control. Hawk Ridge, its employees, affiliates or their related persons may also invest directly in some or all of the Funds. D. Material Relationships or Arrangements with Certain Related Advisers Hawk Ridge does not recommend or select other investment advisers for its Funds.

Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest

A. Code of Ethics Hawk Ridge strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty, and trust. In seeking to meet those standards, Hawk Ridge has adopted a Code of Ethics (the “Code”), which is a part of Hawk Ridge’s compliance manual and has been designed to comply with Rule 204A-1 under the Advisers Act. The Code applies to Hawk Ridge’s “Access Persons.” Access Persons include, generally, any partner, officer or director of Hawk Ridge and any employee or other supervised person of Hawk Ridge who, in relation to the Funds, (1) has access to non-public information regarding any purchase or sale of securities, or non-public information regarding securities holdings or (2) is involved in making securities recommendations, executing securities recommendations, or has access to such recommendations that are non-public. All of Hawk Ridge’s employees are deemed to be Access Persons. The Code sets forth a standard of business conduct that takes into account Hawk Ridge’s status as a fiduciary and requires Access Persons to place the interests of Advisory Clients and investors above their own interests. The Code is designed to: (i) establish guidelines for professional conduct and personal trading procedures; (ii) prevent improper personal trading by Hawk Ridge’s Access Persons; (iii) prevent improper use of material, non-public information about securities recommendations made by Hawk Ridge or securities holdings of the Funds; (iv) identify conflicts of interest; and (v) provide a means to resolve any actual or potential conflict in favor of the Funds and their investors. The Code requires Access Persons to comply with applicable federal securities laws. Further, Access Persons are required to promptly bring violations of the Code to the attention of Hawk Ridge’s Chief Compliance Officer. All Access Persons are provided with a copy of the Code and are required to acknowledge receipt of the Code on at least an annual basis. The Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by Access Persons. Among other things, Hawk Ridge’s Code requires Access Persons to obtain pre-approval from the Chief Compliance Officer (or her designee) before buying or selling any reportable security in a personal account unless such security is exempt from this rule1 (“Exempt Securities”). Certain Exempt Securities are still subject to reporting requirements. The pre-approval requirement also includes purchases or acquisitions of securities in an initial public offering (“IPO”), as well as any purchases or sales of securities in a limited offering (e.g., private placement). Access Persons are generally prohibited from making any personal securities transactions involving a singlename security unless that security is a Legacy Position2. Pre-approval is required prior to selling a Legacy Position and approval will only be granted after a thorough review to ensure the sale would not jeopardize the fund. Access Persons must provide the Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming an Access Person. In addition, Access Persons must provide annual holdings reports and quarterly transaction reports in accordance with Rule 204A1 under the Advisers Act.

Reportable securities that do not require approval include exchange traded funds (“ETFs”), exchange traded notes (“ETNs”) and registered open-end mutual funds. A single-name security held by an Access Person prior to the date they became an Access Person.

Investors or prospective investors may obtain a copy of Hawk Ridge’s Code of Ethics by contacting Hawk Ridge’s Chief Compliance Officer at (310) 593-4563 or by emailing compliance@hawkridgellc.com. B. Material Financial Interest Transactions As explained in Item 10 above, Hawk Ridge serves as the General Partner and Investment Manager to the Funds. Hawk Ridge and its employees or their related persons also invest directly in some or all of the Funds. The fact that Hawk Ridge and its related persons have a financial ownership interest in the Funds creates a potential conflict in that it could cause Hawk Ridge to make different investment decisions than if they did not have such a financial ownership interest. Further, Hawk Ridge charges fees based on a percentage of assets under management. Such asset-based fee is payable without regard to the overall success or income earned by the Advisory Clients and therefore may create an incentive on the part of Hawk Ridge to raise or otherwise increase assets under management to a higher level than would be the case if Hawk Ridge were receiving a lower or no management fee. The receipt of performance-based compensation may create an incentive for Hawk Ridge to make investments that are riskier or more speculative than would be the case in the absence of a performance-based fee structure. C. Investing in Securities that Hawk Ridge or a Related Person recommends to Clients Hawk Ridge’s Code of Ethics includes procedures for, and restrictions on, employee trading intended to prevent employees from benefiting from, or appearing to benefit from, any price movement that may be caused by Advisory Client transactions. From time to time, Access Persons of Hawk Ridge may have an interest or position in certain securities which may also be recommended to an Advisory Client. Each such related person’s transaction is separately identified and given extra assessment to ensure it is made strictly in accordance with Hawk Ridge’s Code of Ethics and the terms of the applicable offering and organizational documents of each Fund. Access Persons are subject to preclearance requirements with respect to certain transactions in personal accounts, as discussed above. In addition, Hawk Ridge maintains a “Restricted List” of companies about which a determination has been made that it is prudent to restrict trading activity. Securities included on the Restricted List may include securities held by or being considered for purchase or sale on behalf of an Advisory Client or securities of a company about which investment personnel may have acquired material nonpublic information or a position where Hawk Ridge may have a securities filing obligation. In general, transactions in the securities of a company appearing on the Restricted List (whether on behalf of Advisory Clients or in personal accounts of Access Persons) will not be allowed except with the prior written approval of Hawk Ridge’s Chief Compliance Officer or her designee. The Code of Ethics generally prohibits Access Persons from transacting in securities (excluding the Reportable Securities defined above) that Hawk Ridge is buying, selling, or is considering buying or selling for Advisory Client accounts. Transactions in options, derivatives or convertible instruments that are related to an equity security (excluding the Reportable Securities defined above) in which Hawk Ridge is effecting or considering effecting transactions for Advisory Client accounts are subject to the same limitations. The Chief Compliance Officer (or her designee) may consider granting an exception to this prohibition, but these exceptions will be rare.

Hawk Ridge and its related persons conduct investment activities for their own accounts and may serve as investment advisers or investment managers to other clients in the future. Such other activities or accounts may have investment objectives or may implement investment strategies similar to those of the Advisory Clients. Hawk Ridge and its principal owners have a significant investment in certain Hawk Ridge Funds and may have investments in certain other entities managed by Hawk Ridge or its affiliates from time to time. D. Client Investments and Contemporaneous Trading Hawk Ridge may, at some point in the future, provide discretionary investment advisory services to additional accounts. The trades made by any other funds or accounts managed by Hawk Ridge or its affiliates in the future, may compete with trades for the Advisory Clients’ portfolios. To the extent such situation occurs, Hawk Ridge will generally determine the allocation of assets pro-rata based on assets under management or in some other manner which Hawk Ridge determines is fair and equitable under the circumstances.

Item 12: Brokerage practices Conflicts of interest

A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions When performing investment management services for the Funds, Hawk Ridge has full discretion to place buy and sell orders with or through such brokers or dealers as it may deem appropriate. It is the policy and practice of Hawk Ridge to strive for the best price and execution that are competitive in relation to the value of the transaction (“best execution”). In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the overall best qualitative execution, taking into consideration the full range of a broker-dealer’s services. Hawk Ridge will place trades for execution only with approved brokers or dealers. In selecting a broker, dealer, or other intermediary, Hawk Ridge will consider such factors that in good faith and judgment it deems reasonable under the circumstances. Hawk Ridge will not be required to consider any particular criteria. For the most part, Hawk Ridge will seek to obtain the best combination of brokerage expenses and execution quality of Fund transactions, but, as discussed below, Hawk Ridge is not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. Selection Criteria In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the overall best qualitative execution, taking into consideration the full range of a broker-dealer’s services. In selecting a broker, dealer, or other intermediary (including futures commission merchants, as applicable), Hawk Ridge will consider such factors that in good faith and judgment it deems reasonable under the circumstances. The considerations in selecting brokers may include, among other things: research services, economic and market information, portfolio strategy advice, industry and company comments, technical data, recommendations, research conferences, general reports, consultations, performance measuring data, online pricing, special execution capabilities, block trading and block positioning capabilities, willingness to execute related or unrelated difficult transactions in the future ,willingness to commit capital, knowledge of other buyers and sellers, order of call, online access to computerized data regarding clients’ accounts, computerized trading systems, clearance, settlement, reputation, financial strength and stability, efficiency of execution and error resolution, the availability of stocks to borrow for short trades, confidentiality, custody, recordkeeping and similar services, and other matters involved in the receipt of brokerage services generally. 1. Research and Other Soft Dollar Benefits In selecting brokers or dealers to execute transactions, Hawk Ridge need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Hawk Ridge may select a broker-dealer in recognition of the value of various services or products, beyond transaction execution, that such broker-dealer provides where, considering all relevant factors, it believes the broker-dealer can provide best execution. The amount of compensation paid to such broker-dealer may be higher than what another, equally capable broker-dealer might charge. Selecting a brokerdealer in recognition of the provision of services or products other than transaction execution is known as paying for those services or products with “soft dollars.” Hawk Ridge currently has soft dollar arrangements in place and may enter into other such

arrangements in the future. The types of research and related services Hawk Ridge obtains with “soft dollars” includes, among other things, written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; financial publications; alternative data resources, and discussions with research personnel and industry experts, including through the use of expert networks. Pursuant to Section 28(e) of the Securities Exchange Act of 1934, as amended, Hawk Ridge may use soft dollars to acquire a variety of research and brokerage services and products from a broker-dealer, provided that the commissions paid are reasonable in light of the value of the brokerage and research products or services provided, as determined by Hawk Ridge in good faith. Hawk Ridge will generally limit the use of “soft dollars” to obtain research and brokerage services which constitute eligible research and brokerage within the meaning of Section 28(e). For these purposes, eligible “brokerage” services and products are those used to effect securities transactions for the Funds or to assist in effecting those transactions. Eligible “research” means services or products used to provide lawful and appropriate assistance to Hawk Ridge in making investment decisions for the Funds. Research services may involve research reports on particular industries and companies, economic surveys, securities recommendations, and other services providing lawful assistance to Hawk Ridge in making investment decisions. In the event any products or services obtained by Hawk Ridge with client commissions have “mixed uses,” (i.e., for research and non-research purposes), Hawk Ridge will make a good faith and reasonable allocation of the cost of the product according to its use, in accordance with the SEC’s interpretive guidance. Although Hawk Ridge will make a good faith and reasonable allocation of the eligible costs of the product or service for brokerage or research, the allocation determination itself poses a potential conflict of interest since Hawk Ridge may have an incentive to overestimate the soft dollar portion allocated to the “mixed use” product or service in order to avoid paying for such brokerage or research with hard dollars. Hawk Ridge has formed a Best Execution Committee which periodically evaluates the execution performance of broker-dealers to ensure that the services provided are consistent with best execution and appropriateness of the budget allocated to each, at least semi-annually. Further, to assist in the payment of research expenses, Hawk Ridge has entered into arrangements commonly referred to as “client commission arrangements” or “commission sharing arrangements” (collectively “CSAs”). Hawk Ridge has established CSAs with various brokers. The commission credits generated through CSA trading for Hawk Ridge’s client accounts with participating brokers are collected in a centralized account at an aggregator or soft dollar administrator, which has established its own arrangements with the participating brokers to facilitate CSAs, including the aggregator’s receipt of fees from the brokers. Hawk Ridge uses the commission credits to obtain research products and services provided by third parties directly to Hawk Ridge. Hawk Ridge has determined the use of such CSAs and the aggregator provides a cost-effective brokerage credit administration system. Although customary, these arrangements present potential conflicts of interest in allocating securities transactional business to broker-dealers in exchange for soft dollar benefits, including an incentive to select a broker-dealer based on Hawk Ridge’s interest in receiving research or other products or services, rather than on the Funds’ interest in receiving the most favorable execution. Commissions paid may vary throughout the year for purposes of obtaining soft dollar research. To the extent the commissions paid are higher during a portion of the year, investors who subscribe or redeem during a given year may consequently pay higher or lower average commissions than they would have paid if they had been invested for the entire year.

2. Brokerage for Client Referrals/Capital Introduction Hawk Ridge may place transactions with a broker or dealer that (i) provides Hawk Ridge with the opportunity to participate in capital introduction events sponsored by the broker-dealer or (ii) refers investors to the Funds or other products advised by Hawk Ridge (or an affiliate), if otherwise consistent with seeking best execution. Although this may create a potential conflict of interest, capital introduction is not the sole consideration when selecting or retaining prime brokers or executing trades. While the meetings may be arranged by the brokers, there is no guarantee that the prospective investors will invest with Hawk Ridge. Other than the standard commission rates paid by Hawk Ridge’s Funds and accounts, and customary prime brokerage fees, the brokers do not receive any compensation, directly or indirectly, for the meeting or the subsequent investments, if any. In other words, Hawk Ridge will not allocate Fund brokerage business to a referring broker unless Hawk Ridge determines in good faith that the commissions payable to such broker is consistent with seeking best execution. 3. Directed Brokerage Hawk Ridge does not permit or require clients to direct brokerage. Hawk Ridge has complete discretion in deciding what brokers and dealers the Funds will use and in negotiating the rates of compensation the Funds will pay. As noted above, a prime brokerage relationship has been established on behalf of the Funds. Hawk Ridge is not required to allocate either a stated dollar or stated percentage of transactions to any broker-dealer for any minimum time period and will review such relationships periodically. As outlined above, Hawk Ridge recognizes its duty to seek “best execution” in effecting transactions on behalf of the Funds. 4. Trade Errors From time to time, trade errors may occur and result in losses to the Advisory Clients. Examples of trade errors include the purchase or sale of the wrong security, the purchase or sale of a security for the wrong account or the purchase or sale of the wrong quantity of a security (e.g., 500 shares are traded instead of 5,000 shares). Hawk Ridge will endeavor to detect trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a third party, such as a broker, Hawk Ridge will strive to recover any losses associated with such error from such third party. Hawk Ridge treats trade errors based on the value of the costs or losses that result from each trade error. A trade error that results in costs or losses having a value that is equal to or less than 5 basis points of the relevant Advisory Client’s NAV at the time the error occurred are subject to Hawk Ridge’s exculpation and indemnification provisions, so that such losses or gains will be borne by the Advisory Client, absent bad faith, willful misconduct, or gross negligence. Hawk Ridge shall be responsible, directly or indirectly through Hawk Ridge’s insurance, for trade errors that result in losses or costs having a value in excess of 5 basis points of the value of the relevant Advisory Client’s NAV at the time the trade error occurred. In determining whether a trade error should be borne by an Advisory Client, Hawk Ridge, with the help of legal and other advisors, if necessary, will make a case-by-case determination of the appropriate treatment for any trade errors. B. Order Aggregation At this time, Hawk Ridge’s investments are made at the Master Fund level through a single master fund in a master-feeder structure. Hawk Ridge or its affiliates may in the future act as the investment

adviser to investment entities and separate managed accounts with investment strategies and policies similar in many respects to, or very different from, those of the Funds. At such time Hawk Ridge manages an additional account (and is therefore allocating investments among accounts), Hawk Ridge will allocate investments in a fair and equitable manner, as determined by Hawk Ridge, which may or may not be pro rata based upon assets under management. In addition, in the event that Hawk Ridge manages additional accounts, it may determine to buy or sell the same security on behalf of more than one account (based upon investment mandate). In such circumstances, Hawk Ridge may, but is not required to, aggregate purchase and sale orders of securities held by the Funds with similar orders being made simultaneously for other accounts if, in Hawk Ridge’s reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to the affected accounts. Such benefits may include better transaction prices, lower commissions or execution costs, beneficial timing of transactions, or a combination of these and other factors.

Item 14: Client referrals and other compensation Conflicts of interest

A. Other Compensation Neither Hawk Ridge nor any related person directly or indirectly compensates any person for referrals of clients to Hawk Ridge, as the only clients of Hawk Ridge are the Funds. B. Compensation to Non-Supervised Persons for Client Referrals Hawk Ridge has entered into arrangements with certain solicitors and third-party placement agents which provide for the payment of fees based upon the referral of investors who sign binding subscription agreements for the purchase of limited partnership interests in a Fund; however, as described above, investors in the Funds are not advisory clients of Hawk Ridge. Hawk Ridge may also share portions of the Management Fee and Performance Allocation with persons who refer investors to the Fund at its own expense. All fees paid to solicitors and third-party placement agents, if any, will be fully disclosed to investors consistent with applicable law. Hawk Ridge maintains policies and procedures to comply with the SEC’s amended marketing rule 206(4)-1 under the Advisers Act.

Item 9: Disciplinary information

There are no legal or disciplinary events that are material to a current or prospective client’s evaluation of Hawk Ridge’s advisory business or the integrity of Hawk Ridge’s management.

Item 13: Review of accounts

A. Frequency and Nature of Review of Client Accounts or Financial Plans The Funds’ portfolio is under ongoing review by David Brown, the Chief Investment Officer. David Brown reviews the portfolio on an ongoing basis to assure conformity with the Funds’ objectives and guidelines. In addition, all portfolios are reviewed in light of emerging trends and developments as well as market volatility. Further, Justine Leung, the Chief Compliance Officer, and David Bradley, the Chief Operating Officer, periodically review the firm’s trading to ensure consistency with applicable laws and regulations. In addition, Hawk Ridge uses an independent third party to conduct annual financial audits of the accounts of the Funds. B. Factors Prompting Review of Client Accounts Other than a Periodic Review In addition to reviews in the ordinary course of business, a review of an Advisory Client account may be triggered by any unusual activity or special circumstances, including, but not limited to: changes in market, economic, or legal or regulatory conditions, changes in information or other factors regarding a particular investment, purchase or sales of investments, and other similar developments and events. C. Content and Frequency of Account Reports to Clients With respect to the Funds, an independent third-party administrator conducts independent monthly verification of Hawk Ridge’s pricing of its investments held by the Funds and prepares quarterly transparency reports to the Funds, that includes among other items, the percentage (if any) of the relevant Fund’s investments for which the independent third party was unable to verify prices. With respect to investors, the independent third-party administrators provide a monthly report to investors in the Funds that confirms capital balances, net income and net returns for the month. Hawk Ridge also strives to issue to investors in the Funds audited financial statements concerning their respective Fund no later than 120 days after the end of such fiscal year and may do so earlier, to the extent agreed upon with certain investors. Hawk Ridge may also provide certain investors with information on a more frequent and detailed basis if agreed to by Hawk Ridge. Hawk Ridge also issues to investors tax estimate reports prepared by our auditor upon request and Schedule K-1’s within 120 days of the end of such Fund’s fiscal year or as soon thereafter as is reasonably possible.

Item 15: Custody

All Fund cash and securities are maintained at qualified custodians. Hawk Ridge is deemed to have custody of Advisory Client cash and securities because Hawk Ridge (or an affiliate) acts as general partner of the Funds and in such capacity has legal ownership of, or access to, Advisory Client cash or securities. The qualified custodians presently utilized for the Funds’ cash and securities are: Wells Fargo Prime Services, LLC 600 California St # 1600 San Francisco, CA 94108 JP Morgan Securities LLC 383 Madison Avenue New York, NY 10179 Merrill Lynch, Pierce, Fenner & Smith Incorporated 1133 Avenue of the Americas, 42nd Floor New York, NY 10036 Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 Pershing LLC One Pershing Plaza Jersey City, NJ 07399 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 Northern Trust Corporation (Transaction account for subscriptions, redemptions and expenses) 50 S La Salle St. Chicago, IL 60603 To ensure compliance with Rule 206(4)-2 under the Advisers Act, Hawk Ridge will ensure that the Funds are subject to annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board in accordance with its rules and that the Funds’ audited financial statements prepared in accordance with generally accepted accounting principles are distributed to all investors no later than 120 days after the end of each fiscal year, or earlier to the extent agreed upon with certain investors. The Funds are also subject to audit upon liquidation and the audited financial statements are distributed to all investors promptly after the completion of such audit. Investors should carefully review such audited financial statements.

Item 16: Investment discretion

Hawk Ridge has discretionary authority to manage the investment activities of the Funds, as set forth in the Governing Documents of each Fund and the investment management agreement between the Funds and Hawk Ridge. Hawk Ridge is authorized to make purchase and sale decisions for the Funds. Investors in the Funds do not have the ability to impose limitations on Hawk Ridge’s discretionary authority. Each Fund’s investment strategy is set forth in detail in such Fund’s offering memorandum (or similar document). Prospective investors are provided with an offering memorandum prior to their investment and are encouraged to carefully review the offering memorandum, along with all other relevant offering materials, to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. Prospective investors should also consult with their legal, tax, or other advisors prior to making any investment. Prospective investors must also execute a subscription agreement, in which they make various representations, including representations regarding their suitability to invest in a high-risk investment.

Item 17: Voting client securities

A. Proxy Voting

Hawk Ridge provides investment advisory services to its Advisory Clients, and invests Advisory Client assets, both long and short, in publicly traded equity securities primarily in the United States and other developed markets. Hawk Ridge has authority to vote proxies relating to such securities on behalf of Advisory Clients. Hawk Ridge understands and appreciates the importance of proxy voting. To the extent that Hawk Ridge has discretion to vote proxies on behalf of Advisory Clients, Hawk Ridge’s policy is to vote any such proxies in a manner that serves the best interests of the Advisory Clients, as determined by Hawk Ridge in its discretion, and taking into account relevant factors, including, but not limited to: • • • • •

the proxy’s economic effect on shareholder value; the threat that the proxy poses to existing rights of shareholders; the dilution of existing shares that would result from the proposal; the effect of the proxy on management or director accountability to shareholders; and if the proxy is a shareholder initiative, whether it wastes time and resources of the company or reflects the grievance of one individual.

Certain of the Manager’s proxy voting guidelines are summarized below: • •

The Manager generally votes for: uncontested director nominees recommended by management; the election of auditors recommended by management, unless a dispute exists over policies; limiting directors’ liability; and eliminating preemptive rights. The Manager generally votes against proposals to: entrench the board or adopt anti-takeover measures; proposals to provide cumulative voting rights; and social issues.

In evaluating proxy issues, Hawk Ridge will use information gathered as a result of the in-depth research and ongoing company analyses performed by Hawk Ridge’s investment team in making buy, sell, and hold decisions for Advisory Client portfolios. This process includes periodic meetings with senior management of portfolio companies. Hawk Ridge may also consider information from other sources, including the management of a company presenting a proposal, shareholder groups, and other independent proxy research services. Unless a particular proposal or the particular circumstances of a company suggest otherwise, proposals regarding routine matters (such as the election or re-election of board members, changes in capitalization, and the approval of auditors) generally shall be voted in accordance with voting guidelines that have been formulated by our investment team. Non-routine matters may be reviewed and voted by Hawk Ridge on a case-by-case basis. Investors are not able to direct the Advisory Clients’ proxy votes. Proxies for securities on loan through securities lending programs (for example, securities borrowed to facilitate a short sale) will generally not be voted, unless Hawk Ridge can obtain these securities in advance of the relevant record date. Prior to voting any proxies, Hawk Ridge will determine if there are any conflicts of interest related to the proxy in question. If a conflict is identified, the Chief Compliance Officer will then make a determination (which may be in consultation with outside legal counsel) as to whether the conflict is material or not. If no material conflict is identified pursuant to its set procedures, the Chief Compliance

Officer will make a decision on how to vote the proxy in question, occasionally receiving input from members of the investment team if necessary. In cases where a conflict of interest has been identified and deemed “material,” Hawk Ridge will determine how to proceed in the best interests of the affected Advisory Clients (which may include abstaining from voting or utilizing an independent third party to vote such proxies). Hawk Ridge keeps a record of its proxy voting policies and procedures, proxy statements received, votes cast, all communications received, and internal documents created that were material to voting decisions and each client request for proxy voting records and Hawk Ridge’s response for the previous five years. Class Actions Hawk Ridge is authorized to direct the Fund’s participation in any class action litigation through which it may be entitled to any recovered funds or other remedy. Hawk Ridge has engaged a third party to assist in determining whether the Fund should (a) participate in the recovery sought by a class action or (b) opt out of the class action and separately pursue its own remedy. For its services to the Master Fund, the third party receives a percentage of the Fund’s recovery less certain costs associated with its services. Hawk Ridge oversees the submission of the proof of claim forms and any other documents to the claim administrator and the receipt of any recovered funds on behalf of the Fund. Hawk Ridge will maintain any documents associated with the Fund’s participation in any class action litigation. If you have any questions about Hawk Ridge’s proxy policy, its proxy record-keeping procedures, if you would like any detailed information about how proxies were actually voted, or if you have question about Hawk Ridge’s class action policy, please call Hawk Ridge’s Chief Compliance Officer at (310) 593-4563.

Item 18: Financial information

Hawk Ridge is not required to include a balance sheet for our most recent fiscal year. Hawk Ridge has never filed for bankruptcy and is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its Advisory Clients.

Filings

24 filings to the SEC since October 2021: 24 other. The latest 20:

  1. Aug 31, 2026N-PX EDGAR
  2. Aug 14, 202613F-HR EDGAR
  3. May 15, 202613F-HR EDGAR
  4. Feb 17, 202613F-HR EDGAR
  5. Nov 14, 202513F-HR EDGAR
  6. Aug 28, 2025N-PX EDGAR
  7. Aug 14, 202513F-HR EDGAR
  8. May 15, 202513F-HR EDGAR
  9. Feb 14, 202513F-HR EDGAR
  10. Nov 14, 202413F-HR EDGAR
  11. Aug 30, 2024N-PX EDGAR
  12. Aug 14, 202413F-HR EDGAR
  13. May 15, 202413F-HR EDGAR
  14. Feb 14, 202413F-HR EDGAR
  15. Nov 14, 202313F-HR EDGAR
  16. Aug 14, 202313F-HR EDGAR
  17. May 15, 202313F-HR EDGAR
  18. Feb 14, 202313F-HR EDGAR
  19. Nov 14, 202213F-HR EDGAR
  20. Aug 15, 202213F-HR EDGAR

The 24 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Stakes it holds

HAWK RIDGE CAPITAL MANAGEMENT LP has told the SEC it owns more than 5% of 3 companies, latest first (Schedules 13D and 13G).