River Birch Capital, LLC (the “Adviser”), a Delaware limited liability company, is an investment adviser with its principal place of business in New York, New York. The Adviser commenced operations in January 2010 and registered with the SEC as an investment adviser on March 30, 2012. Herbert H. McDade III and Alex Kirk are the principal owners of the Adviser. The Adviser provides investment advisory services on a discretionary basis to its clients, including River Birch Partners, LP (the “Onshore Fund”) and River Birch International, Ltd. (the “Offshore Fund”), each of which invests all of its investable assets in River Birch Master Fund, LP (the “Master Fund” and collectively, the “Funds”). The Onshore Fund and the Offshore Fund are collectively referred to herein as the “Feeder Funds”. The Adviser also serves as investment adviser to other client accounts (the “Accounts” and together with the Funds collectively, referred to herein as “clients”). The Adviser provides advice to its clients based on the specific investment objectives and strategies described in the offering memorandum of a Fund or the investment management agreement for a client. The Adviser does not tailor advisory services to the individual needs of a client and manages a client’s assets in accordance with the investment objective and strategies applicable to a particular client’s account. The Adviser does not tailor its advisory services to the needs of the Investors in the Fund and investors in the Funds may not impose restrictions on the Master Fund investing in certain securities and other financial instruments or certain types of securities and other financial instruments. In accordance with the applicable governing document related to the client account, certain clients may impose restrictions on investing the assets of their accounts in particular types of securities and other financial instruments. As of December 31, 2018, the Adviser had approximately $1,124,478,220 in regulatory assets under management, all of which are managed on a discretionary basis. please register to get more info

The Adviser is paid an asset-based fee equal to 1.5% per annum of the net assets of the Funds (calculated in accordance with the Funds’ governing documents). The Master Fund pays the Adviser a quarterly asset based charge and payment (the “Asset Based Charge and Payment”) in arrears based on the value of the Funds as of the last day of each quarter. The Asset Based Charge and Payment is prorated for any period that is less than a full quarter.

The Adviser (or an affiliate of the Adviser) is entitled to be paid annual performance-based compensation, which is compensation that is based on a share of net capital appreciation of the assets of the Funds. This performance-based compensation ranges from 15% to 20% and is subject to a loss carryforward. With respect to the Funds, the performance-based compensation is allocated at the Master Fund level.

A Fund may waive, reduce or enter into alternative fee arrangements with investors in a Fund who are members, employees or affiliates of the Adviser, River Birch Capital GP, LLC, an affiliate of the Adviser (the “General Partner”), friends and relatives of such persons and for certain large or strategic investors. Members and employees of the Adviser that are invested in funds managed by the Adviser are not subject to the asset-based charge and payment or performance-based compensation. With respect to a Fund, the Asset Based Charge and Payment is paid pursuant to instructions to the Master Fund’s custodian to deduct it from the Master Fund’s account and the performance based compensation paid to an affiliate of the Adviser is structured as a re-allocation of profits. Client accounts managed by the Adviser other than the Funds are subject to the fee arrangements that are set forth in their respective governing documents. To the extent that the Adviser serves as investment adviser to such account for any period that is less than the applicable fee period, the amount of any fee due will be prorated. Additionally, the Adviser sends an invoice with respect to any asset- based fee and performance-based compensation due with respect to such client, based on information provided by the client or its third-party administrator. In addition to paying the asset-based fee and performance-based compensation, certain client accounts are also subject to other expenses such as legal, accounting (including accounting software and third- party accounting services), audit, fees and expenses of the administrator, and other professional fees and expenses, organizational expenses, research expenses (including subscription fees for Bloomberg and research related travel), risk management expenses (including risk management software), portfolio management software, investment expenses such as commissions, custodial fees, bank service fees and other expenses related to the purchase, sale or transmittal of client assets. The applicable expenses for a client are set forth in the client’s governing documents, as applicable, and all of the above listed expenses may not be paid by all of the Adviser’s clients.

Client assets may be invested in ETFs, and in these cases, the client will bear its pro rata share of the investment management fee and other fees of such fund, which are in addition to the management fee or performance based compensation paid or allocated to the Adviser (or an affiliate of the Adviser). The Adviser manages a master-feeder structure and accordingly, each Feeder Fund also bears its pro rata share of the expenses of the Master Fund. As noted above, clients also incur brokerage and other transaction costs. Please refer to Item 12 of this Brochure for a discussion of the Adviser’s brokerage practices. please register to get more info

As described in Item 5, the Adviser (or an affiliate of the Adviser) receives performance-based compensation from clients. In addition, certain personnel of the Adviser are typically compensated on a basis that includes a performance-based component. The Adviser and its investment personnel provide investment management services to multiple clients. Certain client accounts may have higher asset- based fees or be subject to more favorable performance-based compensation arrangements than other accounts. When the Adviser and its investment personnel manage more than one client account a potential conflict exists for one client account to be favored over another client account. The Adviser has implemented policies and procedures intended to address these conflicts of interest. A description of the Adviser’s allocation policy is included below and the Adviser’s aggregation policy is described in Item 12 of this Brochure. The Adviser reviews investment decisions for the purpose of ensuring that all accounts with substantially similar investment objectives are treated equitably. The following factors may be taken into account by the Adviser in allocating securities and other financial instruments among investment advisory clients: the client's investment objective and strategy; any restrictions placed on a client's portfolio by the client, by virtue of federal or state law (such as the Employee Retirement Income Security Act of 1974, as amended) or by any of the client’s counterparties; size of the client’s account; total portfolio invested position; nature of the security or other financial instrument to be allocated; size of available position; supply or demand for a security or other financial instrument at a given price level; current market conditions; timing and frequency of additions and withdrawals from an account; account liquidity; and any other information determined by the Adviser to be relevant to the fair allocation of securities and other financial instruments. The Adviser may, in its sole discretion, offer co-investment opportunities with respect to certain investments. The Adviser may, but is not required to, provide co-investment opportunities to third parties, including investors in funds managed by the Adviser, strategic investors and/or other third parties not affiliated with the Adviser. Members and employees of the Adviser may also participate, directly or indirectly, in co-investments and accordingly, this may reduce the availability of co-investment opportunities for third parties. The terms applicable to any co-investment opportunity will be established in the sole discretion of the Adviser, and any asset-based compensation and performance-based compensation arrangements imposed upon a co-investment vehicle or another co-investor may, in the sole discretion of the Adviser (or its affiliates), vary from the asset-based compensation and performance- based compensation payable by the investors in a Fund that is also participating in the co-investment. please register to get more info

The Adviser’s clients consist of the Funds and the Accounts; however, the Adviser may in the future serve as investment manager to other client accounts. With respect to the Funds, the initial subscription minimums are disclosed in the offering memorandum for the applicable Feeder Fund, which may be waived at the discretion of the Adviser or the General Partner, as applicable. The Adviser does not have any standard requirements for opening or maintaining a separately managed account (which may be structured as a pooled investment vehicle) and may, in its discretion, require a different investment minimum for any such account. please register to get more info

The Adviser seeks to generate superior risk-adjusted total returns. The Adviser’s strategy is to combine rigorous bottom-up credit analysis with a strong top-down view of external factors affecting the prices of credit assets to identify potential investment opportunities in the global financial markets. Client accounts generally invest in credit-related assets across all levels of the capital structure, including, but not limited to, distressed loans and bonds, high yield and investment grade loans and bonds, structured credit and special situations. The Adviser also manages other client accounts that have a more specialized focus, which may be designed to capitalize on specific investment opportunities that the Adviser believes exist as of a particular time period and based on the market conditions at such time.

The following strategies and types of investments involve a risk of loss to clients and clients must be prepared to bear the loss of their entire investment.

The following summary identifies the material risks related to the Adviser’s investment strategy and should be carefully evaluated before making an investment with the Adviser; however, the following does not intend to identify all possible risks of an investment with the Adviser or provide a full description of each identified risk.

Interest Rate Risk Generally, the value of fixed rate securities will change inversely with changes in interest rates. As interest rates rise, the market value of fixed rate securities tends to decrease. Conversely, as interest rates decrease, the market value of fixed rate securities tends to increase. Distressed Loans and Bonds Investments in the loans and bonds of financially and operationally troubled issuers involve a high degree of credit and market risk. There is substantial uncertainty concerning the outcome of transactions involving such issuers, therefore, there is a possibility that a client may incur substantial or total losses with respect to those investments, or that such investments may not show any return for a considerable period of time. High Yield Loans and Bonds Client accounts may invest in high yield loans and bonds and preferred securities that are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower rating categories are subject to a greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominantly speculative with respect to the issuer's ability to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of the deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with the lower- rated securities, the yields and prices of such securities may tend to fluctuate more than those for higher- rated securities. The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. Investment Grade Loans and Bonds Client accounts may invest in investment grade loans and bonds. Investment grade securities typically do not contain significant covenants or other restrictions on the ability of the issuers to engage in certain activities which can lead to deterioration in their credit quality. Such activities can include the declaration of dividends, the spin-off of substantial corporate assets, increases in corporate leverage for any purpose and engaging in mergers and acquisitions, whether as a buyer or a seller. These factors and others can ultimately lead to reduced prices for an issuer’s securities in the market. Credit Default Swaps In addition to general market risk, credit default swaps are subject to liquidity and credit risk. The selling of credit default swaps involves greater risks than if the client account had invested in the reference obligation directly. If a credit event were to occur, the value of the reference obligation received by the seller, coupled with the periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value. The buyer of credit default swaps will incur a loss if the seller fails to perform on its obligation should a credit event occur. In certain circumstances, the buyer can receive the notional value of a credit default swap only by delivering a physical security to the seller, and is at risk if the deliverable security is unavailable or illiquid. Structured Credit Client accounts may invest in collateralized debt obligations ("CDOs") and collateralized loan obligations (“CLOs”). Holders of interests in CDOs must rely solely on distributions on the CDO Assets or proceeds from such assets for payment. In addition, interest payments on CDOs (other than the most senior tranche or tranches of a given issue) are generally subject to deferral. If distributions on the CDO Assets (or, in the case of market value CDOs, proceeds from the sale of the CDO Assets) are insufficient to make payments on the CDOs, no other assets will be available for payment of the deficiency and following realization of the underlying assets, the obligations of the issuer of the related CDO to pay such deficiency will be extinguished. Certain classes of debt and equity in CDOs (particularly subordinated classes) may provide that to the extent funds are not available to pay interest, such interest will be deferred or paid "in kind" and added to the outstanding principal balance of the related security. Generally, the failure by the issuer of a CDO to pay interest in cash does not constitute an event of default as long as a more senior class of securities of such issuer is outstanding and the holders of the securities that have failed to pay interest in cash will not have available to them any associated default remedies. CLOs are limited recourse obligations of the issuer payable solely from the cashflow obligations of the corporate issuer that represent the underlying assets. Consequently, holders of the notes must rely solely on distributions of cashflows for the payment of principal and interest on their particular notes. If distributions of cashflows are insufficient to make full payment on a particular note, no other assets are available from which to pay any deficiencies. Non-U.S. Securities Investing in securities (and other financial instruments) of non-U.S. governments and companies that are generally denominated in currencies other than the U.S. dollar involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of United States issuers. These considerations include differing bankruptcy codes, fluctuations in exchange rates, exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than are generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Currency Risks Investments that are denominated in a foreign currency are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments.

Short Selling Risk

Short selling transactions expose the Adviser to the risk of loss in an amount greater than the initial investment, and such losses can increase rapidly and, in the case of equity short sales, without effective limit. There is the risk that the securities borrowed in connection with a short sale would need to be returned to the securities lender on short notice. If such request for a return of securities occurs at a time when other short sellers of the subject security are receiving similar requests, a “short squeeze” can occur, wherein the client may be compelled, at the most disadvantageous time, to replace borrowed securities previously sold short with purchases on the open market, possibly at prices significantly in excess of the proceeds received earlier.

Leverage

Client accounts may utilize leverage through margin borrowing and through certain financial transactions. Leverage increases the volatility of the returns to clients. please register to get more info

As of the date hereof, there are no legal or disciplinary events involving the Adviser or its management persons that are material to a client’s or prospective client’s evaluation of the advisory business or the integrity of the management of the Adviser. please register to get more info

The Adviser has entered into and may in the future enter into additional agreements (sometimes referred to as "side letters") with certain prospective or existing investors in the Funds whereby such investors may be subject to terms and conditions that are more advantageous than those set forth in the offering memorandum of a Fund. For example, such terms and conditions may provide for special rights to make future investments in a Fund, other investment entities or managed accounts; special liquidity rights relating to frequency, notice, a reduction or rebate in the asset based charges, fees or liquidity penalties to be paid by an investor and/or other terms; rights to receive reports from a Fund on a more frequent basis or that include information not provided to other investors (including, more detailed information regarding portfolio positions) and such other rights as may be negotiated by the Adviser and such investor. The modifications may, among other things, be based on the size of the investor’s investment in a Fund, an agreement by an investor to maintain such investment in a Fund for a significant period of time, or other similar commitment by an investor to a Fund. please register to get more info

The Adviser has adopted a Code of Ethics (the “Code”) that obligates the Adviser and its covered persons to put the interests of the Adviser’s clients before their own interests and to act honestly and fairly in all respects in their dealings with clients. In addition to compliance with the Adviser’s policies and procedures, all of the Adviser’s covered persons are also required to comply with applicable federal securities laws. Clients or prospective clients may obtain a copy of the Code by contacting Matthew Gilmartin, the Adviser’s Chief Compliance Officer, by e-mail at [email protected] or by telephone at (646) 699-3731. The Adviser, in the course of its investment management and other activities, may come into possession of confidential or material non-public information. The Adviser is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a client. The Adviser maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to assure that the Adviser is meeting its obligations to clients and remains in compliance with applicable law. As a general matter, the Adviser’s covered persons must pre-clear all transactions in reportable securities in their personal accounts with the Chief Compliance Officer, who may deny permission to execute the transaction if such transaction would have an adverse impact on the Adviser’s clients. In addition, the Adviser’s Code prohibits the Adviser and its covered persons from executing personal securities transactions in certain securities that are designated as restricted by the Adviser. All of the Adviser’s covered persons are required to provide account statements on at least a quarterly basis or alternatively to disclose their securities transactions on a quarterly basis. The Adviser’s covered persons are also required to provide holdings reports upon the commencement of their employment with the Adviser and on an annual basis thereafter. Such reports are generally submitted electronically via compliance software utilized by the Adviser to monitor personal trading. Trading in employee accounts is reviewed by the Chief Compliance Officer and compared with transactions executed for client accounts and reviewed against the list of securities that the Adviser has designated as restricted. The Adviser or its covered persons may invest in the same securities or other financial instruments in which the Adviser invests on behalf of its clients. Such practices present a conflict when, because of the information the Adviser has, the Adviser or its covered persons are in a position to trade in a manner that could adversely affect its clients (e.g., place their own trades before or after trades for client accounts are executed in order to benefit from any price movements due to such trades). The Adviser has adopted the Code, described above, which contains policies and procedures designed to minimize any actual or potential conflicts. please register to get more info

The Adviser considers a number of factors in selecting a broker or dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker or dealer’s compensation. Such factors include the financial stability and creditworthiness of the broker or dealer; willingness and ability of a counterparty to make a market in the securities or other financial instruments; the actual executed price of the security or other financial instrument and the commission rates/dealer spreads; research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis), custodial and other services provided by such brokers and/or dealers that are expected to enhance the Adviser's general portfolio management capabilities; the size and type of the transaction; the difficulty of execution and the ability to handle difficult transactions; market knowledge; and the operational facilities of the brokers and/or dealers involved (including back office efficiency and ability to communicate and settle trades reliably). In selecting brokers or dealers to execute transactions, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission or dealer spread. It is not the Adviser's practice to negotiate “execution only” commission rates, thus a client may be deemed to be paying for research, brokerage or other services provided by a broker or dealer which are included in the commission or spread. The Adviser may receive research or other products or services other than execution from a broker or dealer in connection with transactions by the Funds. This is known as a “soft dollar” relationship. Currently, the Adviser has no soft dollar arrangements. To the extent the Adviser enters into soft dollar arrangements in the future, the Adviser will limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from broker-dealers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self regulatory organization such as comparison services, electronic confirms or trade affirmations. The Adviser and its related persons did not acquire any products or services with client brokerage commissions (or markups or markdowns) within its last fiscal year. From time to time the Adviser may participate in capital introduction programs arranged by broker- dealers, including firms that serve as prime brokers to a Fund or recommend the Funds. The Adviser may place portfolio transactions for the Master Fund with firms who have made such recommendations or provided capital introduction opportunities or other consulting assistance services to the Adviser, if the Adviser determines that it is otherwise consistent with seeking best execution. In no event will the Adviser select a broker-dealer as a means of remuneration for recommending the Adviser or any Fund managed by the Adviser (or an affiliate) or affording the Adviser with the opportunity to participate in capital introduction programs or providing consulting assistance services. The Adviser currently does not recommend, request or require that a client direct the Adviser to execute transactions through a specified broker-dealer, nor does the Adviser permit clients to direct the Adviser to transact with a specific broker. The Adviser may purchase or sell the same security or other financial instrument for multiple clients contemporaneously and using the same executing broker/dealer or counterparty. It is the Adviser's practice, when appropriate, to aggregate client orders for the purchase or sale of the same security or other financial instrument submitted at or near the same time for execution using the same executing broker/dealer or counterparty. Such aggregation may enable the Adviser to obtain a more favorable price or a better commission rate for clients based upon the volume of a particular transaction. Prior to the order being filled, the allocation of the order across various client accounts will be determined based on each client’s strategy and any investment restrictions and/or guidelines applicable to the account. When an aggregated order is completely filled, the Adviser will allocate the investment based upon the predetermined allocation methodology among the participating accounts, based on the purchase or sale order. please register to get more info

Each client account is reviewed by appropriate personnel of the Adviser on an ongoing basis to determine whether investments should be maintained in light of current market conditions. Matters reviewed include specific investments held, adherence to investment guidelines and the performance of each client account. Investors receive reports from the Funds pursuant to the terms of the applicable offering memorandum. Accounts receive reports from the Adviser as set forth in the investment management agreement entered into between such Account and the Adviser. If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine the appropriate course of action. To the extent that material trade errors occur, the Adviser's error correction procedure is to ensure that clients are treated fairly. The Adviser has discretion to resolve a particular error in any appropriate manner that is consistent with the above stated policy. In the event that a client account incurs a trade error as a result of the Adviser’s gross negligence, willful misconduct or violation of the standard of care that is applicable to the client account, the Adviser will reimburse the client account. Trade errors that do not result from the Adviser’s gross negligence, willful misconduct or violation of the standard of care that is applicable to the client account are borne by the client account. please register to get more info

The Adviser pays a third-party solicitor for client referrals whereby the third-party solicitor receives compensation attributable to the client solicited and referred by the third-party solicitor; provided that, to the extent required, the solicitor will provide each prospective client with a disclosure document setting forth the terms of the solicitation arrangement, including the nature of the relationship between the solicitor and Adviser and any fees to be paid to the solicitor. When applicable, cash payments for client solicitations will be structured to comply with the requirements of Rule 206(4)-3 under the Investment Advisers Act of 1940 (the “Advisers Act”). please register to get more info

The Adviser and its affiliates are deemed to have custody of client assets due to serving as the general partner to a U.S. limited partnership and intend to comply with Rule 206(4)-2 under the Advisers Act (the "Custody Rule") by meeting the conditions of the pooled vehicle annual audit provision. please register to get more info

The Adviser provides investment advisory services to all of its clients on a discretionary basis. Prior to assuming discretion over a client’s assets, the Adviser enters into an investment management agreement or other agreement that sets forth the scope of the Adviser’s discretion. Subject to any limitations that may be imposed by a client account in an investment management agreement, the Adviser has the authority to determine the securities or other financial instruments and the amount of the securities or other financial instruments to be purchased or sold for client accounts. please register to get more info

Although the Adviser invests in accordance with an investment strategy, which does not generally include investments in equity securities and other financial instruments that have voting rights, to the extent the Adviser has been delegated proxy voting authority on behalf of its clients, the Adviser complies with its proxy voting policies and procedures that are designed to ensure that in cases where the Adviser votes proxies with respect to client securities, such proxies are voted in the best interests of its clients. In fulfilling its obligations to advisory clients, the Adviser seeks to act in a manner that will enhance the economic value of the underlying securities held by each advisory client. Clients are not permitted to direct their votes in a particular solicitation. If a material conflict of interest between the Adviser and a client exists with respect to voting proxies, the Adviser will determine whether voting in accordance with the guidelines set forth in its proxy voting policies and procedures is in the best interests of the client. The Adviser will abstain from voting or affirmatively decide not to vote if the Adviser determines that abstention or not voting is in the best interests of a client. In making this determination, the Adviser will consider various factors, including, but not limited to, (i) the costs associated with exercising the proxy (e.g., translation or travel costs) and (ii) any legal restrictions on trading resulting from the exercise of a proxy. The Adviser may determine not to vote proxies relating to securities in which clients have no position as of the receipt of the proxy (for example, when the Adviser has sold, or has otherwise closed, a client position after the proxy record date but before the proxy receipt date). Clients or prospective clients may obtain a copy of the Adviser’s proxy voting policies and procedures and information about how the Adviser voted proxies by contacting Matthew Gilmartin by e-mail at [email protected] or by telephone at (646) 699-3731. please register to get more info

The Adviser does not solicit fees more than six months in advance, does not have a financial condition that is likely to impair its ability to meet its contractual commitments to its clients, and has not been subject to any bankruptcy proceeding during the past 10 years, therefore, this Item is not applicable. please register to get more info