Item 5. Performance-Based Fees and Side-by-Side Management ....................................................... 6
Item 6. Types of Clients ............................................................................................................................. 6
Item 7. Methods of Analysis, Investment Strategies and Risk of Loss ............................................... 6
Item 8. Disciplinary Information ............................................................................................................ 13
Item 9. Other Financial Industry Activities and Affiliations ............................................................... 13
Item 10. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .... 14
Item 11. Brokerage Practices ................................................................................................................... 15
Item 12. Review of Accounts ................................................................................................................... 17
Item 13. Client Referrals and Other Compensation .............................................................................. 18
Item 14. Custody ........................................................................................................................................ 18
Item 15. Investment Discretion ................................................................................................................ 18
Item 16. Voting Client Securities ............................................................................................................. 18
Item 17. Financial Information ................................................................................................................ 19
Item 3. Advisory Business
Birchview Capital, LP (“Birchview”), a Delaware limited partnership, provides investment
management services on a discretionary basis to privately offered investment funds (collectively,
the “Funds”). Birchview’s clients also include separately managed accounts, including individual
retirement accounts (collectively, the “Separately Managed Accounts” and together with the Funds,
the “Clients”). Birchview may decide in the future to sponsor or manage additional privately
offered investment funds or separately managed accounts.
The Funds include: Birchview Fund LLC, a Delaware limited liability company (the “Birchview
Fund”), Monteris BC Holdings LLC, a Delaware limited liability company, Monteris BC Note
LLC, a Delaware limited liability company, ED BC Holdings LLC, a Delaware limited liability
company, Monteris BC Holdings 2, LLC, a Delaware limited liability company, Monteris BC
Holdings 3, LLC, a Delaware limited liability company, Monteris BC Holdings 4, LLC, a Delaware
limited liability company, ED BC Holdings 3, LLC, a Delaware limited liability company,
Monteris BC Holdings 5, LLC, a Delaware limited liability company, Monteris BC Holdings 6,
LLC, a Delaware limited liability company, Monteris BC Holdings 7, LLC, a Delaware limited
liability company, and Birchview Capital VF III, LLC, a Delaware limited liability company.
The Clients’ investment objective is to generate capital appreciation by focusing on investing in
companies that are underappreciated relative to their growth prospects. In addition to common
stocks of public companies or private investments into public companies (or PIPEs), the Clients
may participate in private placements.
The Birchview Fund’s initial portfolio of investments (the “Initial Portfolio”) comprised assets
that, prior to the Birchview Fund’s initial capitalization, were owned directly by Matthew W.
Strobeck, Birchview’s owner, founder and Chief Investment Officer (the “Portfolio Manager”).
The Birchview Fund acquired the Initial Portfolio at fair market value as an in-kind capital
contribution from the Portfolio Manager.
Birchview Partners, LLC, an affiliate of Birchview, serves as the sponsor and
manager of the
Birchview Fund (the “Manager”). The Birchview Fund is offering interests (the “Interest(s)”) to
certain qualified investors as described in response to Item 6, below. Investors in the Birchview
Fund, or any of the Funds or Separately Managed Accounts, including prospective investors, are
referred to herein as “Investors”.
Advisory services are tailored to achieve the Clients’ investment objectives. Birchview may give
advice and take action with respect to other Clients or for its own accounts that may differ from
the advice or the timing or nature of action taken with respect to the Funds. Birchview has no
obligation to recommend for purchase or sale for the Funds any asset that Birchview or an affiliate
may purchase or sell for its own account or for the account of any of their Clients.
As of December 31, 2023, Birchview had approximately $188.1 million of Client assets under
management, all of which is managed on a discretionary basis.
The fees and compensation payable to Birchview are negotiable and vary among its Clients.
However, the range of compensation is generally as follows:
Management Fee
In certain instances, Birchview receives an annual asset-based management fee calculated as a
percentage of each Investor’s capital account, payable quarterly in arrears. The management fee
is generally 1.5% per year. For Separately Managed Accounts, Birchview may receive
management fees comparable to those paid by the Funds; however, fee structures are subject to
negotiation and may vary from those paid by the Funds.
Incentive Allocation
In some instances, Birchview receives an incentive allocation equal to a percentage of the net
income allocated to each Investor for the year, but only to the extent net income allocated to that
Investor exceeds any cumulative losses that were allocated to that Investor for earlier periods and
that have not been recovered (a “high water mark”). This incentive allocation is generally 10% to
20% and is typically made at the end of each calendar year or the date of a withdrawal, distribution
or transfer of the Investor’s interests, if applicable.
The incentive allocation will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (the
“Advisers Act”).
Portfolio Company Fees
The Portfolio Manager, Birchview, the Manager or their affiliates or personnel, as applicable, may
receive, from time to time, monitoring fees, directors’ fees, transaction fees and other fees from
portfolio companies or prospective portfolio companies of the Funds (including any cash received
upon exercise, conversion or otherwise of any directors’ stock options or other non-cash fees)
(“Portfolio Company Fees”). Portfolio Company Fees will be applied as follows: (i) first, to reduce
future management fee amounts otherwise payable by the Investors; and (ii) second, to reduce
future incentive allocation amounts otherwise allocable from the Investors. Any remaining
Portfolio Company Fees will be rebated to the applicable Fund. Portfolio Company Fees will not
reduce any management fees or incentive allocations in respect of any prior period. Any out-
ofpocket expenses incurred by the Portfolio Manager, Birchview, the Manager or their affiliates or
personnel, as applicable, in connection with their portfolio company activities will be reimbursed
by the applicable Fund.
Transaction Expenses
The Funds will be subject to transaction fees and costs in connection with its investments and
trading, including spreads, mark-ups on securities, swaps and forwards, brokerage commissions
(including options and futures trades), currency and other hedging costs, financing expenses in
respect of such Fund’s use of derivatives and other similar costs and expenses, as well as research,
diligence (including travel), software and consulting services expenses, in each case relating to
specific investments.
Other Types of Fees or Expenses
Fund Investors bear indirectly the administrative and operational fees and expenses charged to the
applicable Fund, including (without limitation) legal fees; custodial fees, bank service fees and
other operating expenses; regulatory and compliance expenses directly related to the Fund as well
as filing fees and expenses (including government and regulatory filings made in respect of the
Fund, such as Form PF preparation and filing expenses); fees and expenses of the administrator;
expenses in connection with databases and other technical and telecommunications services;
extraordinary expenses in connection with the ongoing offering of shares of the Fund; insurance
expenses; costs of periodic reports and other investor communications; accounting, audit, and tax
preparation expenses; taxes; registered office fees and expenses and other operating expenses. The
Fund will bear any extraordinary expenses or costs that it may incur (e.g., litigation expenses or
damages) and any indemnification obligations it may owe the Manager, Birchview or their
respective affiliates or other parties.
To the extent that an expense is shared among a Fund and other Client accounts of the Manager or
Birchview, such expense will be allocated on a fair and equitable basis as determined by the
Manager or Birchview, as applicable, in its sole discretion.
The Manager and Birchview each bear the costs of providing its services to the Funds, including
its own general overhead, salary and office expenses.
Investors should refer to a Fund’s offering and governing documents or a Separately Managed
Account’s investment management agreement (the “Constituent Documents”) for a full disclosure
of costs and expenses that may be borne by the Clients.
Please also see “Item 11—Brokerage Practices” below.
Different Economic Terms for Certain Investors
From time to time, the Manager may permit certain Fund Investors (including, but not limited to,
the Manager or Birchview, as well as the affiliates, principals, partners and employees of the
Manager or Birchview and their respective families and any estate planning and/or other vehicles
established by or on behalf of any of them) to, acquire interests in the Fund on different economic
terms than other Investors.