Briarwood Chase Management LLC (“Briarwood” or the “Adviser”), a Delaware limited liability company, is an investment adviser with its principal place of business in New York, NY. Briarwood was formed in October 2013 by Mr. Aalap Mahadevia, Briarwood’s Managing Member and Portfolio Manager, who is also the principal owner of the Adviser.

Briarwood is an investment management firm that provides advisory services to high-net worth individuals and institutional clients through Briarwood Capital Partners LP (the “Fund”), a privately offered pooled investment vehicle incorporated in Delaware. Briarwood may also offer investment advisory services to Briarwood Capital Master Fund, Ltd., a Cayman Islands exempted company into which Briarwood Capital Partners LP invests a portion of its assets. Briarwood Capital Master Fund, Ltd. is 100% owned by Briarwood Capital Partners LP. Briarwood may also provide advisory services to separately managed accounts, together with the Fund, collectively referred to as the “Advisory Clients.”

The Adviser’s investment objective is to maximize total return by generating capital appreciation over time through a research-intensive, long-term approach to public equity investing. Briarwood does not limit its investment advice to only certain types of investments.

The Adviser’s investment management and advisory services to the Fund are provided pursuant to the terms of the private placement memorandum and investors in the Fund cannot obtain services tailored to their individual specific needs.

Briarwood does not sponsor or participate in a wrap fee program.

As of December 31, 2019, Briarwood manages approximately $362,334,470 in regulatory assets under management on a discretionary basis. Briarwood does not manage any Advisory Client assets on a non- discretionary basis. please register to get more info

The Fund pays Briarwood a quarterly fee equal to 0.375% (1.5% per annum) of the balance of each investor’s capital account as of the beginning each calendar quarter. The management fees are generally not negotiable; however, the Adviser, in its sole discretion, may waive or modify the fees for certain clients.

Briarwood will indirectly deduct management fees and incentive allocations from the Fund through the administrator.

In addition to management and incentive allocations, the Funds shall bear all of its operating and other costs and expenses, including investment-related expenses (e.g., costs and expenses associated with the investigation of investment opportunities (whether or not consummated), negotiating, financing, sourcing, acquiring, holding, hedging, settling and disposing of its investments or proposed investments and other transaction costs, including travel expenses, transaction fees, consulting, advisory, investment banking, legal and other professional fees relating to investments or contemplated investments, brokerage commissions, information-related expenses, clearing and settlement charges, custodial fees, interest expenses, appraisal fees and expenses and certain expenses of the operations team as described below), expenses incurred in collection of monies owed to the Fund, legal, auditing and accounting expenses (including expenses associated with the preparation of Fund financial statements), tax costs and expenses (including tax planning, preparations of tax returns and schedules K-1, and foreign and FATCA-related documentation), insurance expenses (including directors’ and officers’ insurance, errors and omissions insurance, “key man” life insurance and other similar policies), fees and expenses of the Fund’s administrator, organizational expenses (not to exceed $125,000), regulatory and compliance expenses (including expenses associated with the preparation of Fund-related filings, such as Form PF, Form 13(f), Form CPO-PQR and others), expenses relating to the ongoing offer and sale of interests and withdrawals and transfers thereof, including printing and mailing costs, the management fee, any entity-level taxes, fees or other governmental charges levied against the Fund or any special purpose vehicle, all litigation-related and indemnification expenses, wind-up and liquidation expenses, extraordinary expenses and expenses comparable to any of the foregoing.

The Fund will pay a quarterly management fee in advance as set forth in Item 5A above.

Not Applicable. Briarwood or its supervised persons are not compensated for the sale of securities or other investment products, and mutual funds. please register to get more info

Briarwood is entitled to receive an annual incentive allocation of 20% of the net gain allocated to each investor’s capital account subject to a high water mark and adjusted for deposits and withdrawals. please register to get more info

Briarwood provides discretionary investment management services to high-net worth individuals and institutional clients through privately offered pooled investment vehicles and separately managed accounts, as described in Item 4.B. The minimum investment required to invest in the Fund is $1 million. The Adviser, in its sole discretion, may waive or reduce the minimum investment amount in certain circumstances. The respective minimum subsequent subscription amounts required by investors in the Fund are detailed within the offering memorandum. please register to get more info

Briarwood intends to primarily focus on micro-, small- and mid-cap equities; an area of the market in which many asset management firms choose not to participate due to size and liquidity constraints. Through focusing on areas of the markets in which other investment firms do not, the Adviser aims to invest in businesses that have strong growth prospects and that are available at prices substantially below intrinsic value. While growth and value are typically viewed as disparate strategies and investment funds are often labeled as either ‘growth’ or ‘value,’ Briarwood will seek to invest in opportunities that meet both classifications and therefore have an especially compelling risk-reward profile. In addition, Briarwood plans to invest significantly in micro-, small- and mid-cap equities in developing markets that generally present additional barriers to entry for large, global investment firms because the capital markets in these countries are typically less developed than Western markets. The Adviser has developed strategies designed to provide the Fund with a competitive advantage to other emerging market funds, by seeking to mitigate certain of the more prominent risks presented by investing in micro-, small- and mid-cap companies in emerging markets (namely, the risk of fraud, poor corporate governance and ill-advised capital allocation strategies).

The Adviser will source opportunities through extensive screening of micro-, small- and mid-cap equities globally. Upon identifying a security that may meet Briarwood’s criteria for capital appreciation, a rigorous research process is undertaken incorporating the review of available financials, public filings, presentations, research sources, trade articles, and other sources. The Adviser will typically speak with the company’s management team on multiple occasions as part of its research and engage third-party experts/consultants to further deepen its industry and company knowledge. The various research inputs are incorporated into a financial model where the emphasis is on earnings and cash flow potential 3-5 years in the future. An appropriate multiple is then applied to those forecasts, and Briarwood can then determine if there is a large enough gap between current price and intrinsic value.

An investment with Briarwood is speculative and involves a significant degree of risk and is designed for sophisticated investors that are able to bear a substantial loss of capital. There is no assurance that the Adviser’s objectives will be achieved, and investment results may vary substantially from year to year. Non-U.S. Securities. Investing in securities of companies domiciled or operating outside of the United States involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of companies operating within the United States. Such risks include, among other things, trade balances and imbalances and related economic policies, unfavorable currency exchange rate fluctuations, imposition of exchange control regulation by the United States or foreign governments, United States and foreign withholding taxes, limitations on the removal of funds or other assets, policies of governments with respect to possible nationalization of their industries and political difficulties, including expropriation of assets, confiscatory taxation and economic, political and social instability, 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. Securities markets outside the United States, while growing in volume, have for the most part substantially less volume than U.S. markets, and many securities traded on these foreign markets are less liquid and their prices more volatile than securities of comparable United States companies. In addition, settlement of trades in some non-U.S. markets is much slower and more subject to failure than in U.S. markets. There also may be less extensive regulation of the securities markets in particular countries than in the United States. Additional costs could be incurred in connection with the international investment activities of the Advisory Clients. Expenses also may be incurred on currency exchanges when the Advisory Client changes investments from one country to another. Increased custodian costs as well as administrative difficulties (such as the applicability of foreign laws to foreign custodians in various circumstances, including bankruptcy, ability to recover lost assets, expropriation, nationalization and record access) may be associated with the maintenance of assets in foreign jurisdictions.

Emerging Markets. Investing in emerging market securities involves certain risks and special considerations not typically associated with investing in other more established economies or securities markets. Such risks may include (i) the risk of nationalization or expropriation of assets or confiscatory taxation; (ii) social, economic and political uncertainty including war; (iii) dependence on exports and the corresponding importance of international trade; (iv) price fluctuations, less liquidity and smaller capitalization of securities markets; (v) currency exchange rate fluctuations; (vi) rates of inflation (including hyperinflation); (vii) controls on foreign investment and limitations on repatriation of invested capital and on the Adviser’s ability to exchange local currencies for U.S. dollars; (viii) governmental involvement in and control over the economies; (ix) governmental decisions to discontinue support of economic reform programs generally and to impose centrally planned economies; (x) differences in auditing and financial reporting standards which may result in the unavailability of material information about issuers; (xi) less extensive regulation of the securities markets; (xii) longer settlement periods for securities transactions in emerging markets; (xiii) less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors; (xiv) certain considerations regarding the maintenance of the portfolio securities and cash with sub-custodians and securities depositories; and (xv) overall greater volatility. Currency Risks. The net asset value will be calculated in the U.S. dollar, including for purposes of redemption. Consequently, investors are subject to the risk of exchange rate fluctuations between the value of the U.S. dollar and their native currency. Further, some of the portfolio’s investments may be in non-U.S. currency denominated instruments. This may subject the portfolio to currency valuation losses. Investments that are denominated in a non-U.S. 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. Diversification. The portfolio will not be diversified across investment strategies and should not be considered a complete investment program. In addition, although the Adviser intends to invest in a variety of securities across many geographic markets, the investments may be concentrated in a limited number or type of financial instruments or in any one issuer, industry, sector, strategy, emerging market or geographic region. Such concentration of risk may expose the portfolio to losses disproportionate to those incurred by the market in general if the investments in which the portfolio are concentrated are disproportionately adversely affected by price movements. Investments in Undervalued Assets. Briarwood may seek to invest in undervalued securities. The identification of investment opportunities in undervalued assets is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the investments may not adequately compensate investors for the business and financial risks assumed. An investor should be aware that it may lose all or part of its investment.

Briarwood may be forced to sell, at a substantial loss, assets that it believes are undervalued, if the market valuation does not improve. In addition, the portfolio may be required to hold such assets for a substantial period of time before realizing their anticipated value. During this period, a portion of the portfolio’s funds would be committed to the assets purchased, thus possibly preventing the Adviser from investing in other opportunities. In addition, the Adviser may finance such purchases with borrowed funds and thus will have to pay interest on such funds during such waiting period. Reliance on Corporate Management and Financial Reporting. Briarwood relies on the financial information made available by the issuers in which the Adviser invests. The Adviser has no ability to independently verify the financial information disseminated by the numerous issuers in which Briarwood may invest and is dependent upon the integrity of both the management of these issuers and the financial reporting process in general. Recent events have demonstrated the material losses that investors can incur as a result of corporate mismanagement, fraud and accounting irregularities. Equity prices are particularly vulnerable to corporate mismanagement. Investments May Be Volatile. The prices of investments can be highly volatile. Price movements of the instruments in which the portfolio’s assets may be invested may be influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instruments, futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. The Adviser also will be subject to the risk of the failure of any exchanges on which its positions trade or of the clearinghouses of such exchanges.

Illiquid Investments. The Adviser may invest in securities that are illiquid, that are not publicly traded and/or for which no market is currently available. Such non-publicly traded securities and financial instruments may not be readily disposable and, in some cases, may be subject to contractual, statutory or regulatory prohibitions on disposition for a specified period of time. The market value of investments may fluctuate with, among other things, changes in prevailing interest rates, general economic conditions, the condition of financial markets, developments or trends in any particular industry and the financial condition of the issuers of the securities in which the Adviser invests. During periods of limited liquidity and higher price volatility, the Adviser’s ability to acquire or dispose of investments at a price and time that the Adviser deems advantageous may be impaired. As a result, in periods of rising market prices, the portfolio may be unable to participate in price increases fully to the extent that it is unable to acquire desired positions quickly. Conversely, the portfolio’s inability to dispose fully and promptly of positions in declining markets will cause its net asset value to decline as the value of unsold positions is marked to lower prices. Bank or Broker-Dealer Insolvency or Bankruptcy. While care is taken in selecting banks and broker- dealers that will maintain custody of certain of the assets of the Partnership, there is a residual risk that any of such banks or broker-dealers could become insolvent or file for bankruptcy. Additionally, a large percentage of the Fund’s assets will be held by a limited number of banks and broker-dealers. While most securities and assets deposited with broker-dealers will be clearly identified as being assets of the Fund, the Fund will be an unsecured creditor with respect to cash balances held with banks and broker-dealers, and hence, the Fund may be exposed to a credit risk with regard to such parties. Leverage and Borrowing Risks. The Adviser will have the power to borrow funds and may do so when deemed appropriate, including to enhance the portfolio’s returns and satisfy withdrawal requests that would otherwise result in the premature liquidation of investments. The Adviser may borrow funds from brokers, banks and other lenders to finance its trading operations, which borrowings may be secured by assets of the portfolio. The use of such leverage can, in certain circumstances, maximize the losses to which the investment portfolio may be subject. Any event that adversely affects the value of an investment would be magnified to the extent that asset is leveraged. The cumulative effect of the use of leverage in a market that moves adversely to the portfolio’s investments could result in a substantial loss to the Partnership, which would be greater than if not leveraged. Leverage may be achieved through, among other methods, direct borrowing, purchases of securities on margin and the use of options, futures, forward contracts, repurchase and reverse repurchase agreements, swaps and other derivative instruments. The access to capital could be impaired by many factors, including market forces or regulatory changes. The Adviser has limits placed on its borrowing authority; however, these limits do not ensure that no adverse consequences will result from the use of leverage. Systemic Risk. Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Adviser interacts on a daily basis. Competition; Availability of Investments. Certain markets in which the Adviser may invest are extremely competitive for attractive investment opportunities and, as a result, there may be reduced expected investment returns. There can be no assurance that Briarwood will be able to identify or successfully pursue attractive investment opportunities in such environments. There has been significant growth in the number of firms organized to make such investments, which may result in increased competition to the portfolio in obtaining suitable investments. Competition for suitable investments from other pooled investment vehicles, the public equity markets and other investors may reduce the availability of investment opportunities or alter the terms on which the Adviser is able to invest. It may be difficult for Briarwood to capitalize on investment opportunities or to purchase investments at the initial desired price. There can be no assurance that the Adviser will be able to identify or successfully pursue attractive investment opportunities for the portfolio. Uncertain Exit Strategies. Due to the illiquid nature of some of the positions which the portfolio is expected to acquire, the Adviser is unable to predict with confidence what the exit strategy will ultimately be for any given investment, or that one will definitely be available. Exit strategies that appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political or other factors. please register to get more info

Briarwood and its supervised persons have no reportable disciplinary events to disclose. please register to get more info

Not Applicable. Briarwood is currently not applying to register as a broker-dealer and does not intend to.

Not Applicable at this time. Briarwood, or any of its management persons, is not applying to register with the National Futures Association, although, when relevant, will make the appropriate filings.

Briarwood Capital Partners GP LLC is an affiliate of Briarwood and serves as the General Partner to Briarwood Capital Partners LP.

Not Applicable. Briarwood and its supervised persons do not participate in the sale of securities or other related investment products of mutual funds.

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Employees of Briarwood may only purchase and sell securities in accordance with the Adviser’s Code of Ethics to which all employees are subject. This policy is monitored by the Chief Compliance Officer. Employees are permitted to maintain personal brokerage accounts, subject to the Code of Ethics and personal trading policy. The Code of Ethics includes the following points:
• A statement of the standard of business conduct.
• Limits on gifts and entertainment.
• Limits on political contributions
• All employees are required to pre-clear any purchases or sales of reportable securities through the Chief Compliance Officer for personal accounts.
• Additionally, employees are subject to strict reporting requirements regarding personal holdings.
• Employees must acknowledge in writing having received and read a copy of the Code of Ethics.
• Any exceptions to the above need prior approval of the Chief Compliance Officer. A copy of the Adviser’s Code of Ethics is available to investors and prospective investors upon request.

Briarwood, as a fiduciary, endeavors to always make decisions in the best interest of the Advisory Clients if a conflict of interest arises. please register to get more info

Briarwood is solely responsible for choosing the broker or brokers used for each securities transaction on behalf of the Advisory Clients. In negotiating commission rates and selecting broker/dealers, Briarwood will take into account the financial stability and reputation of the particular broker/dealer, the ability to achieve prompt and reliable executions at favorable prices, the operational efficiency with which transactions are effected, and the brokerage and research services provided by such broker/dealer, among other factors. It is noted that since commission rates are generally negotiable, selecting brokers on the basis of considerations which are not limited to applicable commission rates may at times result in higher transaction costs than would otherwise be obtainable.

The Adviser believes that valuable brokerage and research services can be provided to the Advisory Clients by brokerage firms effecting such transactions. Accordingly, Briarwood does not intend to seek lower brokerage commissions to the extent that doing so might detract from the provision of such brokerage and research services. Brokerage and research services may either be obtained from brokerage firms or obtained from third parties and paid for by the Adviser and subsequently charged to the Advisory Clients pro rata based on their relative capital balances. Brokerage and research services may include, but are not limited to: (i) written (including electronic) information and analyses concerning specific securities, companies, or sectors; news, quotation, statistics, and pricing services, as well as discussions with research personnel and consultants; and (ii) hardware, software, databases, and other technical and telecommunications services and equipment utilized in the investment management process and consulting fees and travel expenses in connection with investigating and monitoring potential and existing investments. Research services, whether obtained by the use of commissions arising from the Advisory Client’s portfolio transactions or paid for by the Adviser and charged to the Advisory Clients as described above.

It is Briarwood’s policy not to use commission dollars generated by client trades. However, if the Adviser chooses to do so in the future, Briarwood will use soft dollars to pay for research and brokerage services that provide lawful and appropriate assistance to the Adviser in carrying out its investment decision- making responsibilities, as permitted under the safe harbor of Section 28(e) of the Securities and Exchange Act of 1934, as amended.

Briarwood does not participate in selecting or recommending broker-dealers in exchange for client referrals. Directed brokerage is not applicable to Briarwood.

Currently, Briarwood does not have trade allocation between multiple funds or accounts. However, if the case of multiple accounts arose, it is Briarwood’s policy to endeavor to, whenever appropriate, aggregate trades in a block trade in order to reduce transaction costs and to ensure equal price across the client accounts. please register to get more info

The Portfolio Manager reviews the portfolio assets in the Advisory Client accounts on a daily basis. The portfolios of the Advisory Clients will also be reviewed by the Chief Financial Officer/Chief Compliance Officer daily. Additionally, the Adviser has established a formal Compliance Committee, which reviews the investment program and risk management process to satisfy its fiduciary obligation to evaluate its investment program and each portfolio in accordance with set guidelines. The Compliance Committee will meet formally on quarterly basis and the minutes of each Compliance Committee meeting are documented and retained by the Chief Compliance Officer.

The administrator sends monthly capital statements to investors in the Fund identifying opening and closing balances for the period, net income, and capital contributions and withdrawals. Investors may also receive periodic management letters which may describe recent performance of the Fund and updates on the Adviser. please register to get more info

Not applicable. Other than its standard advisory fees, Briarwood is not provided an economic benefit for providing investment advice or other advisory services.

Not Applicable. The Adviser currently does not retain third-party marketers or solicitors. please register to get more info

To ensure compliance with Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended, Briarwood has retained qualified custodians to maintain Advisory Client assets. Briarwood has also appointed an independent certified public accounting firm that is both registered with, and subject to regular inspection by, the Public Companies Accounting Oversight Board that distributes audited financial statements to investors of the Funds within 120 days of the fiscal year-end. The Funds are audited annually, and financial statements of the Funds are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). These reports are in written form and clients should carefully review those statements.

In addition, the administrator sends monthly capital statements to investors in the Fund identifying opening and closing balances for the period, net income, and capital contributions and withdrawals.

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Briarwood has full discretion to manage the Advisory Clients. This authority is granted pursuant to an Investment Management Agreement (“IMA”) between Briarwood and the Funds. Individual investors grant authority to the Fund to enter into an IMA with Briarwood by signing a subscription agreement.

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As a matter of policy and as a fiduciary to its Advisory Clients, Briarwood is responsible for voting proxies for portfolio securities consistent with the best economic interests of its clients. Briarwood understands and appreciates the importance of proxy voting. The Adviser will vote all proxies in the best interests of its clients and investors (as applicable) and in accordance with the procedures outlined below (as applicable), unless otherwise mandated by an investment management agreement or applicable law (e.g. ERISA).


• All proxies sent to clients that are received by any employee (to vote on behalf of the clients) are given to the Chief Compliance Officer covering the subject portfolio security.


• Prior to voting any proxies, the Chief Compliance Officer 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 these procedures, the Principals responsible for covering the subject security will make a decision regarding how to vote the proxy in question in accordance with the guidelines put forth below. Voting Guidelines: In the absence of specific voting guidelines mandated by a particular Advisory Client, Briarwood will endeavor to vote proxies in the best interests of each Advisory Client. Advisory Clients that wish to obtain a record of the Adviser’s proxy voting policy or proxy voting history may contact the Chief Compliance Officer. please register to get more info

Not Applicable. Briarwood does not require from any client prepayment of more than $1,200 in fees six months or more in advance.

There are no conditions that impair the Briarwood’s ability to meet its contractual and fiduciary commitment to the client accounts.

Not Applicable. Briarwood has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info