ADVISORY BUSINESS
A. Overview
1. Birch Grove Capital LP
Birch Grove Capital LP (the “Filing Adviser” or the “Investment Manager”) is a Delaware
limited partnership that was formed in December 2012 and is registered as an investment adviser
with the U.S. Securities and Exchange Commission (the “SEC”). The Investment Manager’s
principal place of business is in New York, New York. Birch Grove Capital LP is an investment
management firm that provides advisory services on a discretionary basis to pooled investment
vehicles, separately managed accounts, and collateralized loan obligation vehicles.
In June 2021, Birch Grove Capital LP engaged in a business combination with American
Securities LLC. As a result, Birch Grove Capital LP is owned by AS Birch Grove LP, which is
owned by Birch Grove Capital Holdings, LP and American Securities LLC. Jonathan Berger
serves as the Chief Executive Officer and Chief Investment Officer of the Investment Manager (as
defined below) and has responsibility for the Investment Manager’s day-to-day management,
operations and investment decisions. Further information regarding the ownership of the
Investment Manager is provided in Schedules A and B of the Investment Manager’s Form ADV,
Part 1A.
Relying Adviser
AS Birch Grove CLO Management LP (the “Relying Adviser”) is a Delaware limited
partnership that was formed in 2023. The Relying Adviser is an investment advisory affiliate that
relies on Birch Grove Capital LP as its filing adviser. The Relying Adviser is controlled by its
general partner, AS Birch Grove CLO Management GP LLC, a Delaware limited liability
company, which is wholly owned by the Birch Grove Advisors LLC.
B. Description of Advisory Services
This Brochure generally includes information about the Investment Manager and its
relationships with its Clients and affiliates. While much of this Brochure applies to all such Clients
and affiliates, certain information included herein applies to specific Clients or affiliates only. As
discussed below, the Investment Manager serves as the investment adviser to private pooled
investment vehicles, collateral loan obligation vehicles and separately managed accounts.
1. Advisory Services
The Investment Manager serves as the investment adviser, with discretionary trading
authority, to private pooled investment vehicles that are exempt from registration under the
Investment Company Act of 1940, as amended (the “1940 Act”), and whose securities are exempt
from registration under the Securities Act of 1933 (each, a “Fund” and collectively, the “Funds”).
The Funds include:
(1) Birch Grove Credit Strategies Fund LP (the “Domestic Fund”);
(2) Birch Grove Credit Strategies Fund Ltd. (the “Offshore Fund”);
(3) Birch Grove Credit Strategies Intermediate Fund LP (the “Intermediate Fund”, and
collectively with the Domestic Fund and the Offshore Fund, the “Credit Feeder
Funds”); and
(4) Birch Grove Credit Strategies Master Fund LP (the “Master Fund”), which serves as
the master fund into which the Domestic Fund and the Offshore Fund, through its
investment in the Intermediate Fund, invest substantially all of their assets through a
“master-feeder” structure.
(5) AS Birch Grove CLO Equity Fund (Cayman) LP (the “Offshore CLO Equity Feeder
Fund”)
(6) AS Birch Grove CLO Equity Fund LP (the “Domestic CLO Equity Feeder Fund”, and
together with the Offshore CLO Equity Feeder Fund, the “CLO Equity Feeder Funds”)
(7) AS Birch Grove CLO Equity Master Fund LP, a Cayman Island exempted limited
partnership (the “CLO Equity Master Fund” and, collectively with the CLO Equity
Feeder Funds, the “CLO Equity Funds”)
The Investment Manager’s registration
on Form ADV also covers Birch Grove Advisors
LLC (the “Credit Fund General Partner”), a Delaware limited liability company, and AS Birch
Grove CLO Equity Fund GP LLC (the “CLO Equity General Partner” and, collectively with the
Credit Fund General Partner, the “Fund General Partners”), a Delaware limited liability company.
The Fund General Partners are affiliates of the Investment Manager. The Credit Fund General
Partner serves as the general partner of the Domestic Fund, the Intermediate Fund and the Master
Fund. CLO Equity General Partner serves as the general partner of the CLO Equity Funds. Specific
mention is not made to the Fund General Partners or Relying Adviser except where the context
otherwise requires.
AS Birch Grove GP Holdings, LLC is the principal owner and managing member of, and
controls, the Credit Fund General Partner. Birch Grove Capital LP is the principal owner and
managing member of, and controls, the CLO Equity General Partner.
The Investment Manager also sponsors and manages certain collateralized loan obligation
(“CLO”) vehicles (each a “CLO Fund”). References contained in this Brochure to the Investment
Manager’s activities with respect to the CLO Funds should be read to include the Investment
Manager and the Relying Adviser collectively, because certain CLO Funds are managed by the
Investment Manager and others by the Relying Adviser.
The Investment Manager also serves as an investment adviser with discretionary trading
authority over, and provides discretionary advisory services to separately managed accounts and
funds of one (the “Managed Accounts”).
As used herein, the term “Client”, and collectively “Clients”, generally refers to each Fund,
each CLO Fund, and each Managed Account, in each case, except where the context otherwise
requires.
The descriptions of the Investment Manager’s Funds and CLO Funds in this Brochure,
including the type of investments made and strategies used, fees and expenses charged, risk
factors and conflicts of interests that may arise in Investment Manager’s management of such
Funds and CLO Funds are qualified in their entirety by reference to the formal offering
materials (e.g., the offering memorandum, offering circular, memorandum and articles of
association, limited partnership agreement, as the case may be, and subscription document)
provided to investors in the Funds, the CLO Funds or to those with Managed Accounts, as
applicable.
2. Investment Strategies and Types of Investments
The Investment Manager invests in a diversified portfolio of debt and equity investments
in companies and structured credit products. The Investment Manager utilizes a flexible,
opportunistic approach to identify (i) assets that are substantially undervalued or overvalued and
(ii) situations that are likely to be significantly affected by specific events or trends. By identifying
situations early, the Investment Manager believes that it can capitalize on such investment
opportunity before it is recognized by the broader market.
C. Availability of Customized Services for Clients
The Investment Manager provides investment advisory services on a discretionary basis in
accordance with the investment objectives, guidelines, and restrictions set forth in each Client’s
Governing Documents (as defined below).
D. Wrap Fee Programs
The Investment Manager does not participate in any wrap fee programs.
E. Assets Under Management
As of December 31, 2023, the Investment Manager’s regulatory assets under management
were approximately $6.0 billion, all of which were managed on a discretionary basis. The
Investment Manager does not manage any assets on a non-discretionary basis.