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Birchview Capital, LP: investment adviser

Birchview Capital, LP is an investment adviser registered with the SEC (file 801-79710, CRD 170534). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$239.1M
Discretionary
100%
Accounts
16
Employees
6
In advisory roles
5
Disclosures
0

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Private funds and other pooled vehicles12$112.3M47.0%

How it is paid

  • A percentage of assets under your management
  • Performance-based fees

Services

  • Portfolio management for individuals and/or small businesses
  • Portfolio management for pooled investment vehicles (other than investment companies)

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
Matthew William StrobeckPersonChief executive officer and managing partnerE 75% or moreFeb 2014Yes

Indirect owners (Schedule B)

OwnerOwns a stake inTypeStakeControlPublic company
Matthew William StrobeckBirchviewPersonE 75% or moreYes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

The firm answered No to every disciplinary question on Form ADV (Item 11).

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

Birchview Capital Form ADV Part 2A, filed Oct 13, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

Birchview Capital, LP (“Birchview”), a Delaware limited partnership, provides investment management services on a discretionary basis to privately offered investment funds (each, the “Fund” and 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”) and Birchview SB-68 Healthcare Fund LLC, a Delaware limited liability company (the “SB-68 Fund”).

Read the rest of Item 4 (321 more words)

Birchview Fund The Birchview Fund’s 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 Executive 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 (“Birchview Partners”). SB-68 Fund The SB-68 Fund’s investment objective is to generate attractive risk-adjusted returns through a market-neutral investment program focused on publicly traded companies across the healthcare sector. Birchview SB-68 Healthcare Partners, LLC (“SB-68 Healthcare Partners”, together with the Birchview Partners, “Managers”), an affiliate of Birchview, serves as the manager of the SB-68 Fund. The Funds are offering interests (the “Interest(s)”) to certain qualified investors as described in response to Item 7 below. Investors in 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, 2025, Birchview had approximately $239.1 million of Client assets under management, all of which is managed on a discretionary basis.

Item 5. Fees and compensation

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 generally ranges from 1.25% to 2.0% 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.

Read the rest of Item 5 (962 more words)

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, Birchview Partners 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 a Fund (including any cash received upon exercise, conversion or otherwise of any directors’ stock options or other noncash 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-of-pocket expenses incurred by the Portfolio Manager, Birchview, Birchview Partners 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 their 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 a 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 The applicable Client bears, directly or indirectly, the administrative and operational fees and expenses charged to the applicable Client, including (without limitation) management fees (as described above); investment-related expenses, such as exchange commissions and expenses, brokerage commissions, research expenses, data processing costs, bank service fees, interest expenses, borrowing charges, custodial fees, outsourced risk management advisory services and software, investment-related consultants, and research-related travel costs; administrative, legal, accounting, audit, record-keeping, tax preparation, compliance, and consulting costs and expenses; fees, costs, and expenses related to middle office operations, which may include daily reconciliation of cash, cost, positions, and valuations; fees and expenses of the administrator (including investor-related administrative services) and other third-party service providers; regulatory and compliance expenses directly related to the Client as well as filing fees and expenses (including governmental licensing, filing, and exemption fees, such as Blue Sky filing fees, and government and regulatory filings made in respect of the Client, such as Form PF preparation and filing expenses); an allocation of the cost of market research services (such as Bloomberg), databases, data feeds, and data stream subscriptions, and costs and expenses relating to the use of analytical tools and software, artificial intelligence, machine learning and large language model services and tools, and other computational, technical, and telecommunications services; fees, costs, and expenses relating to the development, licensing, maintenance, operation, support, enhancement, and use of SB-68; costs of preparing, printing, and mailing periodic reports and other investor communications; extraordinary expenses in connection with the ongoing offering of interests in the Fund, including the cost of printing and distributing offering and other marketing materials (including travel and other expenses paid to third-party vendors); marketing and syndication expenses; insurance costs and expenses (e.g., for the Client’s assets, directors’ and officers’ liability, and errors and omissions coverage); taxes and other governmental charges (other than taxes allocated to one or more, but not all, investors); organizational expenses; registered office fees and expenses; and other operating expenses. The applicable Client will bear any extraordinary expenses or costs that it may incur, including all judgments, settlements, fines, and expenses (including reasonable attorneys' fees) incurred in connection with any actual, anticipated, or threatened litigation or governmental inquiry, investigation, or proceeding (including any examination, audit, request for information, subpoena, or similar request from the U.S. Internal Revenue Service, the U.S. Securities and Exchange Commission, or any other local, state, federal, or foreign authority), and any indemnification obligations it may owe Birchview Partners, 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 Managers or Birchview, such expense will be allocated on a fair and equitable basis as determined by the Managers or Birchview, as applicable, in its sole discretion. The Managers 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 12—Brokerage Practices” below. Different Economic Terms for Certain Investors From time to time, the Managers may permit certain Fund Investors (including, but not limited to, the Managers or Birchview, as well as the affiliates, principals, partners and employees of the Managers 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 a Fund on different economic terms than other Investors.

Item 6. Performance-based fees and side-by-side management

As stated in “Item 5 – Fees and Compensation” above, Birchview generally receives an incentive allocation equal to a percentage of the net income allocated to each Investor for the year. Birchview may also receive similar incentive-based compensation with respect to Separately Managed Accounts. If, in the future, Birchview or an affiliate is entitled to performance-based fees from some clients but not others, Birchview may have an incentive to favor the account(s) that pay performancebased fees. Birchview will address this possible conflict of interest through its trade allocation and co-investment policy, in which investment opportunities are allocated among clients according to each client’s investment objectives and other relevant factors and in a fair and equitable manner.

Item 7. Types of clients

As described in “Item 3 – Advisory Business” above, Birchview provides investment advice to the Funds and to Separately Managed Accounts. Birchview may in the future provide the same or similar services to other privately offered investment funds and/or separately managed accounts. Investment advice is provided directly to the Funds and not individually to the Investors of the Funds. Birchview intends to restrict the number of Investors in the Funds and will offer Interests only through non-public transactions in order to maintain the Funds’ exclusion from “investment company” status under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Read the rest of Item 7 (106 more words)

Prospective investors in the Funds must be “accredited investors” as defined in Regulation D under the Securities Act and “qualified purchasers” as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended. The prospective investors are subject to certain withdrawal requirements and limitations. Prospective Investors are encouraged to thoroughly review the applicable Constituent Documents which set forth all of the terms in detail. Though the Clients generally pursue the same strategy, offering terms may differ. Terms for Separately Managed Accounts are generally similar to the Funds, but can be negotiated on a case-by-case basis and may differ from those of the Funds.

Item 8. Methods of analysis, investment strategies and risk of loss

The Clients are focused on investing in companies that are underappreciated relative to their growth prospects and publicly traded companies. The companies of interest to the Clients are focused on improving overall health and the environment. Although the Funds may invest broadly across the healthcare sector, Birchview expects to emphasize those areas in which scientific complexity,

regulatory dynamics, product development milestones, and other company-specific or sectorspecific factors may create differentiated investment opportunities. The investment universe for certain Clients includes, without limitation, biotechnology, pharmaceuticals, life sciences tools and diagnostics, medical technology, healthcare services, healthcare information technology, and other healthcare-related businesses.

Read the rest of Item 8 (9,386 more words)

Certain Clients generally seek to maintain a market-neutral posture, with the objective of limiting directional market exposure while seeking to capture relative value opportunities through long and short positions. In select cases, Birchview professionals may take a more active role with a portfolio company by working with management and the board of directors to increase shareholder value. To catalyze change, Birchview professionals may join the boards of directors of select portfolio companies or otherwise act in an advisory capacity with respect to such companies. The purpose of these activities is to help the company achieve its goals, which may in turn improve the likelihood of a positive return on a Client’s investment. Birchview plans to identify investment opportunities by leveraging industry contacts, analyzing scientific publications, attending industry-related conferences and visiting with management teams at company headquarters. Additionally, Birchview utilizes a proprietary quantitative platform to assist in investment research. The platform employs analytical and quantitative methods to help identify investment opportunities and evaluate potential investments. Because the above strategy can be applied to companies of various sizes, Birchview plans on investing across the entire market capitalization spectrum. The Clients may invest in public and private companies, depending on the applicable Client’s investment objective or investment mandate. Birchview may seek to achieve a Client’s objective by developing and deploying proprietary artificial intelligence (“AI”) systems and autonomous software agents designed to continuously discover, generate, validate, and execute a Client’s trading strategies. The specific algorithms, models, data sources, risk parameters, and portfolio construction techniques employed by the AI systems are proprietary and are expected to evolve over time based on continuous research, development, and adaptation. Birchview also uses Birchview’s proprietary quantitative research and trading platform, known as “SB-68” to seek to achieve a Client’s objective. For Clients pursuing the SB-68 strategy, SB-68 generates investment signals from fundamental, catalystrelated, alternative and technical data. Positions are generally initiated, sized and exited based on these signals, subject to portfolio-level constraints on net exposure, beta, sector and factor exposures, and position concentration, rather than on the price-target discipline described below. Birchview personnel oversee SB-68’s operation and may override, adjust or suspend model outputs. Diligence will be centered on evaluating a host of factors ranging from the underlying asset and intellectual property to the potential commercial opportunity. Research will be translated into a financial forecast, which will drive the valuation analysis and price targets. Birchview will make all investment decisions on behalf of the Clients, including through systems Birchview designs, deploys and supervises. Birchview intends to monitor each Client’s investments closely and seek to dispose of investments according to internal price targets. Generally, if the investment thesis with respect to a particular investment holding changes, Birchview would look to dispose of such investment as soon as practicable. If a position trades down but the investment thesis remains intact, Birchview may add to the position. If a price target is met, Birchview may attempt to dispose of the investment unless the price target is raised following a detailed analysis. Certain Clients have the ability to invest both long and short, and the above investing principles will be applied with respect to both strategies.

Birchview on behalf of the Clients may take an active role with respect to a portfolio company in cases where Birchview determines that doing so might (i) improve corporate governance, (ii) restructure management or the board of directors and/or (iii) further the development or commercialization of a product. In order to determine whether an opportunity for investment exists, Birchview may be required to sign confidentiality agreements with companies of interest, which may limit the Client’s ability to sell or buy securities of certain companies. In addition, service on the board of directors of a portfolio company by a Birchview professional would restrict trading by the Client in such company’s securities to certain windows of time. Generally, these windows are expected to be confirmed by such company’s general counsel or chief executive officer. Investing in underappreciated assets and/or helping to directly improve a company can require a longer investment time horizon. Thus, a Client may hold a security for an extended period of time. The Clients, at times, may be very concentrated. Although a Client expects to own a diverse array of companies, Birchview intends to focus its investment activities in particular sectors. Material Risks of Birchview’s Strategies Investing in securities involves risk of loss that Clients and Investors should be prepared to bear. The following is a summary of some of the material risks associated with the strategies expected to account for a significant portion of the Clients’ investments. This summary does not attempt to describe all of the risks associated with an investment with Birchview. Prospective Investors and Clients should read the entire Brochure as well as the Constituent Documents, other materials that may be provided by Birchview and consult with their own advisors prior to engaging Birchview’s services. Directional Investments. Certain Clients will generally take primarily long positions, but reserve the ability to invest short. In any case, all of the positions that will be taken by the Client will be designed to profit from forecasting absolute price movements in a particular instrument. Predicting future prices is inherently uncertain and the losses incurred, if the market moves against a position, might not be hedged. Accordingly, such losses may be greater than they would have been had they been hedged. The speculative aspect of attempting to predict absolute price movements is generally perceived to exceed that involved in attempting to predict relative price fluctuations. Leverage. The Clients may to a certain extent trade and invest on a leveraged basis through their borrowings and, to the extent that a Client trades derivatives, through the significant degree of leverage typically embedded in any such derivative instruments. Losses incurred on a Client’s leveraged investments will increase in direct proportion to the degree of leverage employed. The use of leverage may result in the forced liquidation of positions (which may otherwise have been profitable) as a result of margin or collateral calls. To the extent the assets of the Client have been leveraged through the borrowing of money, the purchase of securities on margin or otherwise, the interest expense and other costs and premiums incurred in relation thereto may not be recovered. If gains earned by the Client’s portfolio fail to cover such costs, the net asset value of the Client may decrease faster than if there had been no borrowings. Security Selection. If a Client invests only in publicly-traded equity securities, a primary risk of loss relates to Birchview’s security selection process. While Birchview endeavors to minimize such risk through portfolio construction and diversification requirements, there can be no guarantee that such measures will prevent losses.

Concentration of Investments. Birchview will attempt to spread the Client’s capital among a number of investments, if permitted by the Client’s Constituent Documents. However, the Client could hold a relatively small number of securities positions, each representing a relatively large portion of the Client’s capital, and may hold a large percentage of the Client’s capital in cash while awaiting better opportunities. With such concentration and lack of diversification, losses incurred in any such position may have a material adverse effect on the Client’s overall financial condition that might otherwise be mitigated if the Client had a more diversified portfolio. Material Non-Public Information. By reason of their responsibilities in connection with the Clients and other investment activities, including in connection with service as a director or officer of another company or discussions with a company’s management about a particular Client’s investment, Birchview personnel may acquire confidential or material, non-public information that would limit the ability of the Clients to initiate transactions in certain securities or sell certain investments. The Clients’ investment flexibility may be constrained due to Birchview’s inability to use such information for investment purposes. Insider Status. The acquisition by a Client of more than 10% of the equity securities of a public company or the service by any Birchview personnel as an executive officer or director of a company may subject the Client to liability for “short-swing profits” under Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). If the Client engages in a transaction that results in short-swing profits, the Client may be required to return the amount of such profit to the issuer, which could adversely affect the overall return on investment realized by the Client. Measures to avoid short-swing liability may limit the ability of the Client to buy or sell securities of the portfolio companies. Public Disclosure. The Client is required under the Exchange Act to file disclosure with the SEC when it acquires 5% or more of a publicly traded equity security. If the Client takes an activist strategy or attempts a change of control with respect to such investments, it will be required to file more detailed disclosure in a Schedule 13D. Accordingly, in many instances, details of the Client’s activist strategy will become public. Public knowledge of such activity or the mere fact that the Client has acquired a stake in a company may influence market prices and limit the opportunity of the Client to purchase additional securities at lower prices. In addition, once the Client’s investment intent has changed to changing or influencing control of the issuer, the Client will be restricted for ten days from voting such securities or acquiring additional securities. Control Positions. Birchview personnel may serve as executive officers or directors of certain companies in which a Client invests. The exercise of control or influence over the management and policies of a company through the service of a Birchview officer or employee as an officer or director of such company could expose the assets of the Client to claims by the portfolio company, its security holders and creditors, or could impose additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability. Management Opposition. Birchview will seek constructively to work with management of certain of the Clients’ investments. There can be no assurance that the management of any company will agree or acquiesce to Birchview’s involvement in the affairs of the company, or that the strategies that the applicable Client hopes to implement will be effective. Portfolio companies may be hostile to the Client’s activities and may respond to the Client’s proposals by litigation or other defensive measures. Such measures may adversely affect the value of the Client’s investment and may result in high transaction expenses.

Risk of Litigation. In the ordinary course of business, the Clients may be subject to litigation from time to time. In addition, the Clients may accumulate substantial positions in the securities of issuers that become involved in proxy contests or other litigation. As a result of such investments, the Clients could be named as defendants in a lawsuit or regulatory action. The outcome of such proceedings, which may materially adversely affect the value of a Client, may be impossible to anticipate, and such proceedings may continue without resolution for long periods of time. Investing in Biosciences/Life Sciences Companies. Clients that are concentrated in industries related to the biosciences/life sciences, including healthcare and medicine, biotechnology, medical devices, tools and diagnostics, and energy, are less diversified than stock funds investing in a broader range of industries and, therefore, could experience significant volatility. Clients may invest a considerable portion of assets in companies in the same business or in related businesses. Developments that could adversely affect the net asset value of the Clients include increased competition within industries related to the biosciences/life sciences; changes in legislation or government regulations; reductions in government funding or price controls imposed by a government; government approval of products and services; safety issues and product liability or other litigation; and the obsolescence of popular products. Investing in the Health Care Sector. Investment performance will be closely tied to and affected by events occurring in the health care sector. Securities in the health care sector consist primarily of companies engaged in the design, manufacture or sale of products or services used for or in connection with health care or medicine. Investing in the health care sector involves particular risks. The health care industries are subject to government regulation and reimbursement rates, as well as government approval of products and services, which could have a significant effect on price and availability. Furthermore, the types of products or services produced or provided by health care companies quickly can become obsolete. In addition, pharmaceutical companies and other companies in the health care industries can be significantly affected by patent expirations. Investing in the Medical Delivery Industry. The medical delivery industry is subject to extensive government regulation and can be significantly affected by government reimbursement for medical expenses. U.S. federal and state governments provide a substantial percentage of revenues to healthcare service providers via Medicare and Medicaid. The industry can also be significantly affected by rising costs of medical products and services, pricing pressure from health maintenance organizations and an increased emphasis on outpatient services. Investing in the Medical Equipment and Systems Industry. The medical equipment and systems industry can be significantly affected by patent considerations, rapid technological change and obsolescence, government regulation and government reimbursement for medical expenses. Investing in the Pharmaceuticals Industry. The pharmaceuticals industry can be significantly affected by government approval of products and services, government regulation and reimbursement rates, patent expirations and intense competition. Investing in the Biotechnology Sector. The biotechnology sector is highly dependent on the development, procurement and/or marketing of drugs. The research and other costs associated with developing or procuring new drugs, products or technologies and the related intellectual property rights can be significant, with unpredictable results. Moreover, the process for obtaining regulatory approval by governmental regulatory authorities is long, costly and unpredictable. A biotechnology company’s valuation can often be based largely on the potential or actual performance of a limited number of products. A biotechnology company’s valuation can also be

greatly affected if one of its products proves unsafe, ineffective or unprofitable. Such companies may also be characterized by thin capitalization; limited markets, financial resources or personnel; and extremely volatile stock prices. Cleantech and Energy Investments. Adverse developments in the water, energy and environmental sectors may significantly affect the value of investments in companies in the cleantech sector. Companies involved in the water sector are subject to tax and price fluctuations and competition. Securities of companies in the energy sector are subject to swift price and supply fluctuations caused by events relating to national or international politics, the success of project development and tax and other governmental regulatory policies. Weak demand for the companies’ products or services or for energy products and services in general, as well as negative developments in these other areas, may adversely affect certain Clients’ performance. Financial Model Risk. Certain of Birchview’s investment strategies require the use of quantitative and qualitative valuation models developed by Birchview to evaluate investment opportunities. Such models are necessarily limited to a fixed set of factors and inputs. As market dynamics (for example, due to changed market conditions and participants) shift over time, there can be no assurance that such models will prove to be accurate, which may result in investment losses. If Birchview cannot properly update its models to account for recent market trends and data, investments based on such models may not generate profits or may result in the Clients incurring losses. The models used by Birchview depend upon inputs from various sources, and in the event such inputs are not accurate, unexpected losses may be incurred. Birchview also licenses access to realtime and historical data developed and administered by third-parties and uses it in conjunction with various models. The ability of Birchview to pursue certain investment strategies may be adversely affected, if Birchview is no longer able to obtain access to such models or data. Birchview anticipates the continued modification, enhancement and development of models. Each new generation of models (including incremental improvements to current models) exposes the Clients to the possibility of unforeseen losses from a variety of factors, including conceptual failures and implementation failures. Reliance on Quantitative Models. Birchview employs a quantitative model in its investment strategy to certain Clients, which is known as SB-68. SB-68 was tested first using historical data and simulations, and then traded live with Birchview’s internal capital in a separately managed account. Although SB-68 has been tested in this manner, no assurance can be made that such models will

perform the same in the future. Model-driven strategies employed by others have resulted in substantial losses in a short period of time.

Predictive Modeling. Birchview uses computer pricing models to identify apparently overpriced or underpriced instruments in relationship to an assumed norm. Trading based on these models is subject to the risks that the prices of the instruments will not increase or decrease as predicted by the models, or that trades dictated by the models may not be executed in time to take advantage of the price disparities. Any factor which would make it more difficult to execute trades in accordance with the models’ signals, such as a significant lessening of liquidity in a particular market, would also be detrimental to profitability. Most quantitative computer models cannot fully match the complexity of the financial markets and therefore sudden unanticipated changes in underlying market conditions can significantly impact the performance of a Client. In the past, there have

been periods without discernible trends and, presumably, such periods will continue to occur in the future. Moreover, any factor that would make it more difficult to execute trades at desired prices in accordance with the signals of the trading method or strategy (such as a significant lessening of liquidity in a particular market) would also be detrimental to profitability. Further, many advisors’ investment models and trading methods utilize similar analyses in making trading decisions. Therefore, bunching of buy and sell orders can occur, which makes it more difficult for a position to be taken or liquidated. No assurance can be given that Birchview’s strategies will be successful under all or any market conditions. Birchview revises its trading strategies and models from time to time as a result of ongoing research and development that seeks to devise new strategies and systems, as well as to improve current methods. The strategies and systems used by Birchview in the future may differ significantly from those presently used, due to changes resulting from this research and development. Investors generally will not be informed of these changes, other than changes that Birchview considers material.

Programming Complexity and Errors. The investment strategy that Birchview deploys on behalf of a Client is complex. The successful deployment of the investment strategy requires sophisticated mathematical calculations and complex computer programs. Although Birchview intends to use good faith efforts to carry out such calculations and programs correctly and to use them effectively, there can be no assurance that Birchview will do so successfully. Errors may occur in designing, writing, testing, monitoring, and/or implementing such calculations and programs, including errors in the manner in which such calculations and programs function together. Any such error may be difficult to detect, may not be detected for a significant period of time, or ever, and could have a material adverse effect on the applicable Client. This risk may be exacerbated by the fact that the investment strategy deployed by Birchview is expected to include executing a significant number of trades over a particular time period, which may result in many trades being affected by any such error before it can be detected and corrected, if at all. In addition, such calculations and programs are dependent upon accurate market and other data, and inaccuracies in or any corruption of such data (or errors in incorporating such data) may have a material adverse effect on the results of such calculations and programs. Birchview may seek to apply existing calculations and programs to different components of the investment strategies deployed on behalf of its Clients (including different markets, strategies, or investments), but there can be no assurance that such application would prove effective in such different contexts. Moreover, the effectiveness of such calculations and programs may diminish over time, including as a result of market changes and changes in the behavior of other market participants. Birchview may respond to such diminishing effectiveness by making certain changes to the program and/or the manner in which it is implemented. Any such changes also could increase the likelihood of the errors described above. The complexity of the components of Birchview’s trading program that apply such calculations and programs, and the interactions among such components, may make it difficult or impossible to detect the source of any weakness or failure in such components and/or such calculations and programs before material losses are incurred. For example, it may be difficult or impossible to distinguish unexpected trading results caused by market activity from unexpected trading results caused by an error in the applicable calculations or programs. Although Birchview seeks to hire individuals skilled in these functions and to provide appropriate levels of oversight, the complexity of the individual

tasks, the difficulty of integrating such tasks, and the limited ability to perform “real world” testing of the end product raises the chances that the finished model may contain an error. The mathematical calculations and computer programs utilized by Birchview are subject to inherent limitations and may be improved upon as experience is gained, strategies are refined, and markets change. However, there can be no assurances that Birchview would be able to or will make any such improvements, and the inability or failure to do so could have a material adverse effect on the Fund and would generally not constitute a trade error or modeling error subject to reimbursement under Birchview ’s policies, absent bad faith, gross negligence, willful misconduct or fraud. Further, the applicable Client is exposed to risks arising from the systematic or algorithmic trading of other market participants. Market events such as the “flash crash” of May 6, 2010 illustrate how the behavior of one or a small number of market participants can cause dramatic movements in the prices of individual instruments and/or the market as a whole. The systematic nature of certain investment strategies deployed by Birchview may make the applicable Client particularly susceptible to such movements, which could have unforeseen effects on one or more such investment strategies and/or on the interactions among such strategies. Any such market event could have a material adverse effect on the applicable Client.

Proprietary Trading Methods. Birchview carries out its investment process and risk control procedures, in part, by applying various trading models developed by Birchview. The accuracy and effectiveness of these models cannot be guaranteed. Because Birchview’s trading methods are proprietary, an investor will not be able to determine any details of Birchview’s methods or whether they are being followed.

Decisions Based on Mathematical Analysis. The trading decisions of Birchview will be based on trading strategies which utilize the mathematical analysis of historical market, fundamental and other data. The future profitability of these strategies depends upon the ability of the future market behavior to not be materially different from the past. A Client may incur substantial trading losses during periods when markets behave substantially different from the period in which Birchview’s models are derived.

Model and Data Risk. Given the complexity of Birchview’s strategies, Birchview relies heavily on quantitative models developed by Birchview and information and data supplied by third parties (“Models and Data”). Models and Data are used to construct sets of transactions and investments, to value investments or potential investments (whether for trading purposes, or for the purpose of determining the net asset value of a Client), to provide risk management insights, and to assist in hedging a Client’s investments, if applicable. When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose a Client to potential risks. For example, by relying on Models and Data, Birchview may be induced to buy certain investments at prices that are too low, or to miss favorable opportunities altogether. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Some of the models used by Birchview are predictive in nature. The use of predictive models has inherent risks. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses to a Client’s portfolio. Furthermore, because predictive models are usually

constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. All models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting valuations will be incorrect. However, even if market data is input correctly, “model prices” will often differ substantially from market prices, especially for instruments with complex characteristics, such as derivative instruments.

Trade Errors and Modeling Errors. Birchview will seek to identify and correct all trade errors and modeling errors affecting a Client. There are two general types of trade errors that can occur. The first type is trade errors caused by a third party, such as an executing broker, clearing broker or an algorithmic trading provider. Upon a loss to a Client resulting from a trade error caused by a third party, Birchview will attempt (to the extent reasonable and practicable) to have such third party reimburse the Client in the appropriate currency. The second type is a trade error caused by Birchview. Trade errors include, but are not limited to, unauthorized discretionary trades, unintentionally missing a trading day on a day when all markets are live and open, selling or buying the wrong instrument, selling instead of buying the instrument (or vice versa), over-executing (but not under-executing) an order, purchasing or selling an instrument contrary to regulatory restrictions or client account investment guidelines or restrictions, executing with an incorrect counterparty and executing order(s) allocated to the incorrect account. Errors in coding, implementation or other incidents that occur in connection with Birchview’s design, programming or use of models and/or data sources in the investment management process that may negatively impact a Client’s portfolio are deemed modeling errors. Modeling errors include, but are not limited to, unintended model changes and/or data incidents and errors adversely impacting the investment management process; technology failure or deterioration of systems or technology, including due to human error; and data transmission failures or other causes that could materially disrupt Birchview’s operations. Due to the nature of trading performed by Birchview on behalf of the Fund (including high trading volumes, large trades, and frequent directional changes), some trade errors and modeling errors may occur, and such occurrences are considered a normal part of business. Due to the reliance on computerized signal generation, there is the possibility of programming glitches that would lead to erroneous trading signals. These are considered inherent risks to Birchview’s trading strategy. With such a fast-paced strategy, trade errors and modeling errors are more likely to occur and are part of the operating risk of the strategy.

Risks of Using Artificial Intelligence (“AI”) in Investment Activities. Client accounts are actively managed and may seek to execute some portion of their investment objectives by making investments based on Birchview’s proprietary AI systems that employ specific agents, algorithms, models, data sources, risk parameters, and portfolio construction techniques to execute trades autonomously. These AI systems may be utilized at any point in the investment life-cycle, including pre-trade analysis, trade execution, and post-trade analysis, and they may operate with varying levels of autonomy. As a result, there are risks associated with Birchview’s reliance on AI for investment decisions, including, but not limited to, the following:

Reliance on AI Systems and Agents. The Client’s investment strategy may depend on proprietary AI systems and autonomous agents to analyze data, identify investment opportunities, and execute trades. These AI systems are complex and may not perform as expected due to limitations in their design, training, or execution. There can be no assurance that AI systems will accurately predict market trends, asset prices, or economic conditions, and errors or underperformance in these systems could lead to significant investment losses. Because many AI tools are relatively recent developments, previously undetected defects, logic errors, or security vulnerabilities may only become apparent after substantial market use, potentially resulting in outsized losses before corrective measures can be implemented.

Data Dependency and Quality Risks. AI systems rely on vast datasets for training and operation, including historical market data, economic indicators, and other inputs. The accuracy and reliability of these datasets are critical to the performance of the AI systems. Incomplete, inaccurate, biased, or outdated data could lead to flawed analyses and poor investment decisions. Additionally, Birchview may have limited control over the quality or availability of third-party data sources, increasing the risk of adverse outcomes.

AI Hallucination Risks. AI systems may produce outputs that are inaccurate, fabricated, or disconnected from reality, commonly referred to as “hallucinations.” These hallucinations could lead to erroneous market analyses, flawed investment decisions, or inappropriate trading signals.

Risk of Bias. AI systems may also return inaccurate results due to biases embedded in the AI systems’ models, code or data. Biases may be intentional or inadvertent. Where a model relies on publicly-available data, particularly data on internet sites or services that permit users to create content, there is an increased risk that the data may impart bias to the AI systems or that misinformation will be incorporated in or influence the AI systems’ outputs.

Misinformation Risk. AI systems are highly dependent on the data and other inputs used to “train” them (whether such inputs are incorporated through human intervention or as a result of systematic effects) and, as a result, are prone to error or manipulation. AI systems can also make underlying logic for computations and results difficult to interpret and can behave in undesired or unexpected ways, and the effects of such behavior may compound over time and have material adverse effects on Clients. It can be difficult to detect and/or remediate such behavior, or to implement improvements to AI systems.

Model Overfitting and Generalization Risks. AI systems may be susceptible to overfitting, where they perform well on historical data but fail to generalize to new, unseen market conditions. Overfitted models may produce unreliable predictions or trading signals, particularly in volatile or unprecedented market environments. Birchview’s inability to adapt its AI models to changing market dynamics could result in significant losses.

Limited Capabilities and Learning Limitations of Models. The number of AI systems tailored to the needs of investment managers is small, and many leverage general-purpose AI technologies not designed for investment management. More general AI technologies may lack safeguards and other controls desirable for investment purposes, increasing the risk of inaccurate or counterproductive recommendations or errant automated actions. Furthermore, unlike humans, AI systems lack judgment and contextual understanding, and they cannot be trained on every conceivable market scenario. Gaps in training data or contextual awareness can lead to unexpected model failures or “crashes,” particularly when

confronted with novel market events.

Algorithmic, Coding, and Latent Error Risks. The development and deployment of AI systems and agents involve complex coding and software engineering. Errors, bugs, hidden defects, or vulnerabilities in the underlying code could lead to incorrect investment decisions, unintended trades, or system failures. Because defects may remain dormant until triggered by specific market circumstances, or may interact unpredictably with other algorithmic trading systems, small coding errors could have outsized impacts on Client portfolios, potentially resulting in substantial losses.

Black Box Nature of AI Systems. AI systems may operate as “black boxes,” where the rationale for their decisions is not fully transparent or interpretable, even to Birchview. This lack of transparency may limit Birchview’s ability to understand, monitor, or correct AIdriven decisions, increasing the risk of unexpected outcomes.

Limited Human Oversight and Implementation Risk. While AI systems are designed to operate autonomously or semi-autonomously, human oversight may be limited in certain circumstances due to the speed and complexity of AI-driven trading. Reduced human intervention could increase the risk of undetected errors or inappropriate investment decisions, particularly during periods of market stress. Although Birchview may subject AI outputs to back-testing, bias testing, benchmark analysis, or other forms of review, AI results deployed in a live trading environment may not always undergo contemporaneous human review. Accordingly, outputs that diverge from Birchview’s expectations, or that are inconsistent with existing non-AI models, may lead to unanticipated losses; provided that Birchview has utilized the AI systems consistent with its applicable standard of care, Birchview may not be liable for such losses.

Intellectual Property and Competitive Risks. Proprietary AI systems and algorithms represent valuable intellectual property. Unauthorized access, reverse-engineering, or replication by competitors could erode the Clients’ competitive advantage. Additionally, disputes over intellectual property rights with third parties could result in costly litigation or restrictions on the Clients’ use of the AI systems.

Reliance on the Internet. An AI system’s ability to process data may be adversely affected if Birchview, or the provider of the AI system, experiences any disruptions to its computing resources or network connections, including disruption of cloud-based computing resources.

Reliance on Technology. In circumstances where Birchview will make extensive use of computer hardware, systems and software (including the AI systems), Clients may be exposed to risks caused by failures of IT infrastructure and data. Outright failure or a partial impairment (whether due to external situations or internal file corruption) of the underlying hardware, operating system, software or network may leave Clients unable to trade either generally or in certain of its strategies, and this may expose it to risk should the outage coincide with turbulent market conditions. In the worst case, Birchview may have to liquidate Clients’ entire portfolio as the only safe way to proceed should a crippling system outage occur.

Cybersecurity and System Vulnerabilities. Birchview’s AI systems and supporting infrastructure are vulnerable to cybersecurity threats, including hacking, malware, and data breaches. A successful cyberattack could compromise the integrity of Birchview’s AI

systems, disrupt trading operations, or result in the theft of proprietary algorithms or sensitive data. Such incidents could lead to significant financial losses, reputational harm, or regulatory penalties.

Market, Execution, and High-Speed Trading Risks Specific to AI Strategies. AI-driven trading strategies may generate high-frequency or large-volume trades, which could exacerbate market impact costs, increase transaction fees, or contribute to market volatility. The potential speed of trading technology that integrates AI tools may magnify the effects of any flaws, particularly where those flaws interact with other algorithmic systems or where technological or operational constraints limit human intervention. In crowded market segments, Birchview’s AI systems may compete with other market participants using similar AI technologies, potentially reducing the effectiveness of the Clients’ strategies or leading to crowded trades that amplify losses during market downturns.

Sustainability Risks. AI systems, particularly those reliant on AI technologies, typically utilize data centers to acquire, analyze, organize and/or synthesize data and other information. Data centers have significant and growing energy demands, and Birchview expects those demands to continue to grow over time. Governments, or self-regulatory agencies, in the United States, UK, EU or other jurisdictions may impose new laws or regulations restricting the operation of data centers, including limiting or prohibiting the use of public utilities for data centers’ power needs. Such limitations could adversely affect the Client’s ability to pursue its investment objective.

Regulatory and Compliance Risks. The use of AI in investment management is subject to evolving regulatory scrutiny in various jurisdictions. Regulatory authorities may impose restrictions, mandatory pre-testing requirements, automatic volume controls, reporting obligations, or penalties related to the use of AI—particularly if AI-driven decisions are deemed to violate securities laws, anti-manipulation rules, or other regulations, or if they negatively affect market stability. Such restrictions may limit Birchview’s ability to fully implement AI tools, reduce operational flexibility, or impair Client performance. Noncompliance with applicable regulations could result in fines, sanctions, or restrictions on Birchview’s operations.

MNPI and Confidential Information. Data used to train AI systems may incorporate confidential information (including “material non-public information”), including data disclosed in contravention of non-disclosure agreements. The inclusion of confidential information may be the result of its unintended inclusion in large data sets, its inclusion in any input or prompt of a user of the AI systems (including users unaffiliated with Birchview or the Clients), or as a result of “web scraping” of information available on public websites (for example, confidential information unintentionally posted by a third party). The inadvertent inclusion of such information could result in the Clients violating U.S. or foreign securities laws by unknowingly trading on MNPI. Additionally, if an AI system is not proprietary to Birchview, information contained in Birchview’s queries may be incorporated into the AI system and become accessible to third parties, potentially exposing sensitive information about a Client’s actual or prospective investments.

Short Selling. Birchview may engage in short selling. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Client of buying those securities to cover the short position. There can be no assurance that the securities necessary to cover a short position will be available for purchase in the future. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss.

Short Borrow Availability and Short Squeeze Risk. Certain Clients’ ability to implement their short-selling strategies depends on the availability and cost of borrowing securities, particularly in the small- and mid-capitalization biotechnology and healthcare companies in which certain Clients expect to have meaningful exposure. Securities of such issuers may be hard to borrow, expensive to borrow, or unavailable to borrow at any price, and stock loans may be recalled at any time, potentially forcing a Client to cover short positions at disadvantageous prices. Short positions in healthcare and biotechnology issuers are particularly susceptible to sharp price increases, including “short squeezes,” driven by binary clinical, regulatory, or transactional events, by coordinated buying activity (including by retail investors), or by changes in float, index inclusion, or borrow conditions. The Fund could incur substantial losses, which are theoretically unlimited, on short positions affected by any of the foregoing. Binary Clinical, Regulatory, and Catalyst Event Risk. A significant portion of certain Clients’ investment opportunities are expected to arise from company-specific scientific, clinical, and regulatory catalysts, including clinical trial results, U.S. Food and Drug Administration and other regulatory decisions, label changes, advisory committee outcomes, reimbursement determinations, patent litigation, and merger and acquisition activity. The outcomes of such events are inherently uncertain and binary in nature, and a single event can cause the price of an issuer’s securities to move dramatically, often overnight or intra-day, by a magnitude that exceeds typical equity market volatility. Such moves can result in outsized losses on both long and short positions held by a Client, including positions that Birchview believed were appropriately sized or hedged. There can be no assurance that Birchview’s research process or SB-68 will accurately predict the outcome or magnitude of any such catalyst, and risk management measures may be insufficient to mitigate losses arising from such events. Crowded Trade and Common Factor Risk. Certain Clients compete with numerous other private investment funds, including healthcare- and biotechnology-focused long/short specialists, that pursue similar strategies, follow similar catalysts, and may hold overlapping long and short positions. Where multiple market participants concurrently establish, increase, reduce, or unwind similar positions, the resulting trading activity may amplify price movements against a Client, increase volatility, reduce the effectiveness of the Clients’ strategies, and produce correlated losses across positions that Birchview would not otherwise expect to be correlated. Forced unwinds or liquidity events affecting other healthcare specialist funds could cause sharp and adverse moves in securities held long or short by a Client, irrespective of issuer-specific fundamentals, and could result in significant losses. Currency Exposure and Hedging. The assets of the Clients may be invested in securities and other investments denominated in currencies other than the U.S. dollar. Accordingly, the value of such assets may be affected by fluctuations in currency rates. Birchview may seek to hedge the foreign currency exposure of assets or allow such assets to be exposed to currency rate fluctuations. Therefore, the Clients are necessarily subject to foreign exchange risks. There can be no guarantee that instruments suitable for hedging currency shifts will be available at the time Birchview wishes to use them or will be able to be liquidated when Birchview wishes to do so. The Clients may incur costs in connection with conversions between various currencies. To the extent a Client enters into currency forward contracts, these contracts involve a risk of loss if the Client fails to predict accurately the direction of currency exchange rates. In addition, forward contracts are not guaranteed by an exchange or clearinghouse. Non-U.S. Securities. Part of the Clients’ assets may be invested in securities of non-U.S. issuers, involving substantial risks not typically associated with investments in U.S. securities. Foreign

securities investments may be affected by changes in currency rates or exchange control regulations, changes in governmental administration or economic or monetary policy or changed circumstances in dealings between nations. Such investments also may occasion risk relating to political and economic developments abroad. Foreign companies are not subject to the regulatory requirements of U.S. companies, and there may be less publicly available information about such companies. Moreover, foreign companies are not subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. companies. In the event of a default of any foreign debt obligations, it may be more difficult to obtain or enforce a judgment against the issuers of such securities. Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their U.S. counterparts. Brokerage commissions, dealer concessions and other transaction costs may be higher in foreign markets than in the U.S. In addition, differences in clearance and settlement procedures in foreign markets may occasion delays in settlements of trades effected in such markets. Investment in Micro, Small and Mid-Capitalization Securities. A significant portion of the Clients’ assets may be invested in securities of micro-, small- and mid-cap issuers, which may present greater risks than investments in securities of large-cap issuers. For example, small- and mid-cap issuers often have limited product lines, markets or financial resources; may be subject to high volatility in revenues, expenses and earnings; may be dependent for management on one or a few key persons; and can be more susceptible to losses and risks of bankruptcy. Their securities may be thinly traded, may be followed by fewer investment research analysts and may be subject to wider price swings and thus may create a greater chance of loss than when investing in securities of larger-cap issuers. Securities of Financially Distressed Companies. Investing in assets, liabilities (such as high-yield debt) or equity of companies that are, or appear to be, in financial distress or emerging from financial distress, including companies that have undergone or are undergoing major restructurings or bankruptcy reorganizations and companies that Birchview anticipates are likely to undergo such restructurings or reorganizations, involves a high degree of risk. At times there is very limited liquidity in such securities. If the Clients are required to sell such securities to fund withdrawals, they may incur substantial losses. Birchview may satisfy withdrawals in kind by distributing illiquid investments or designate liquidation interests to avoid selling such securities at disadvantageous times. If the Clients invest in securities of a company that becomes subject to a bankruptcy proceeding, the investment will be subject to applicable bankruptcy statutes. Realization of capital appreciation may depend on the successful implementation of reorganization plans and such an investment will also involve a high degree of “control risk.” The Clients may also from time to time serve on equity or creditors’ committees either formally or informally. Among other risks, these activities can restrict the Clients from trading securities or claims related to the insolvency, which can affect the Clients substantially and adversely. Fixed-Income Obligations. Investments in fixed-income obligations are subject to the risk of an issuer’s ability to meet principal and interest payments on the obligation (credit risk), and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (market risk). With bonds and other fixed-income securities, the price of such instruments generally moves inversely with interest rates, such that a rise in interest rates typically causes a fall in values, while a fall in interest rates typically

causes a rise in values. Bonds and other fixed-income securities generally involve less market risk than stocks. However, the risk of bonds can vary significantly depending upon factors such as the issuer and maturity. For example, the issuer of a security or the counterparty to a contract may default or otherwise become unable to honor a financial obligation, resulting in losses. PIPE Transactions. The Clients may participate in private investment in public equity (“PIPE”) transactions. Investors in PIPE transactions purchase securities directly from a publicly traded entity in a private placement transaction, typically at a discount to the market price of the entity’s securities. Because the sale of the securities is not registered under the Securities Act of 1933, as amended, the securities are “restricted” and cannot be immediately resold by the investors into the public markets, and thus may present the risk that an investor may not be able to liquidate those securities in light of the investor’s need to raise cash. Accordingly, the publicly traded entity typically agrees as part of the PIPE deal to register the restricted securities with the SEC. There is no assurance that such securities will ever be registered with the SEC and there may be a significant delay before such PIPE securities may be sold, resulting in losses to the Clients which may be substantial. Illiquid Instruments. Certain instruments may have no readily available market or third-party pricing. Reduced liquidity may have an adverse impact on market price and Birchview’s ability to sell particular securities when necessary to meet liquidity needs or in response to a specific economic event, such as the deterioration of creditworthiness of an issuer. Reduced liquidity in the secondary market for certain securities may also make it more difficult for Birchview to obtain market quotations based on actual trades for the purpose of valuing a Client’s portfolio. Derivatives. The Clients may utilize derivative financial instruments for hedging. Derivative financial instruments include credit derivatives, interest rate swaps, total return swaps, options, forward currency contracts and futures. Such derivative instruments may be highly volatile, involve certain special risks and expose investors to a high risk of loss. Early Stage Investments. The Clients may invest in early stage public companies. However, Separately Managed Accounts may also invest in early stage private companies. While early stage investments offer the opportunity for significant capital gains, such investments involve a high degree of business and financial risk that can result in substantial or total loss. Because such early stage companies have unproven business models that may never scale, they may expose clients to greater risk and lower returns than companies with longer operating histories. Many early-stage portfolio companies will operate at a loss or with substantial variations in operating results from period to period, and many will need substantial additional capital to support additional research and development activities or expansion or to achieve or maintain a competitive position. Early stage portfolio companies may face intense competition, including from companies with greater financial resources, more extensive development, manufacturing, marketing and service capabilities and a larger number of qualified managerial and technical personnel. Additional Capital. Early-stage investments often require several rounds of capital infusions before the portfolio company reaches maturity. If a Client that invests in an early stage company does not have funds available to participate in subsequent rounds of financing, that shortfall may have a significant negative impact on both the portfolio company and the face value of the Client’s original investment. The Client may not be able to or may not intend to provide all necessary follow-on financing. Accordingly, third-party sources of financing may be required. There is no assurance that such additional sources of financing will be available, or, if available, will be on

terms beneficial to the Client. Furthermore, the Client’s capital may not be adequate to protect the Client from dilution in multiple rounds of portfolio company financing. Force Majeure. A Client’s performance and its investments may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, lightning, outbreaks of an infectious disease, chemical or radioactive contamination or ionizing radiation, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, uninsurable losses, etc.). Some force majeure events may adversely affect the ability of a party (including a Client or a counterparty to the Client) to perform its obligations until it is able to remedy the force majeure event and/or prompt precautionary government-imposed closures of certain travel and business. These risks could, among other effects, adversely impact a Client’s returns, cause personal injury or loss of life, disrupt global markets, damage property, or instigate disruptions of service. In addition, the cost to a Client of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Force majeure events that are incapable of or are too costly to cure may have a permanent adverse effect on a Client’s expected returns. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries and/or markets in which a Client may invest. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over industry assets, could result in losses to a Client, including if its investments are canceled, unwound or acquired (which could be without adequate compensation). Backtested and Model Performance. Backtested and model performance results may be used for illustrative purposes. If such results are presented, they will not represent the actual trading of any portfolio or account and should not be relied upon as an indication of the future performance of any strategy, product, or investment vehicle. Any backtested or model performance would be derived from the retroactive application of strategies to historical data and would have the benefit of hindsight. Such hypothetical results would not represent returns that any investor actually attained. Backtested performance is not an indicator of future actual results. Any such assumptions may prove to be inaccurate or incomplete and may materially affect the results presented. The markets to which any such simulations may be applied continue to undergo, significant economic, regulatory, and structural changes. A strategy that appeared successful under historical conditions might perform poorly under future conditions, which could differ markedly as a result of shifts in interest rates, inflation, monetary policy, geopolitical events, regulation, technology, or market liquidity. Because such simulations rely on historical patterns and relationships, any departure from those patterns, whether temporary or structural, could cause actual results to diverge materially from the hypothetical results shown. Model performance results, if presented, would be unaudited. They would not capture the full range of economic and market factors that might have affected decision-making had actual client assets been managed during the periods presented. The simulations also would not reflect the potential impact of investor behavior, such as contributions, withdrawals, or rebalancing decisions.

Past or backtested performance, whether positive or negative, is not necessarily indicative of actual future results, and there can be no assurance that any strategy will achieve comparable returns, avoid losses, or meet its objectives. Hypothetical Performance. Hypothetical performance results, such as stress-test outcomes, scenario analyses, target returns, forecasts, and projections, may be presented for illustrative purposes only. These results are inherently limited and based on numerous assumptions regarding factors like market behavior, asset correlations, volatility, client capital flows, expenses, and the availability of financing, none of which can be guaranteed. Any changes in these assumptions may materially affect the hypothetical performance results. Target returns do not reflect advisory fees or other expenses, and such returns should not be interpreted as guarantees or assurances of any specific outcome. Similarly, any hypothetical scenarios or securities referenced are not investment recommendations. Hypothetical performance is not necessarily indicative of actual future results, and there can be no assurance that any strategy will achieve comparable returns, avoid losses, or meet its objectives. Investors should independently analyze all data and assumptions before making any investment decisions. Market-Neutral Strategy and Hedging Effectiveness. Certain Clients generally seek to maintain a market-neutral posture through offsetting long and short positions. There can be no assurance, however, that such Clients will be successful in maintaining market neutrality at any given time. Unintended directional, sector, factor (including size, value, momentum, growth, quality, and volatility), liquidity, or beta exposures may arise as a result of changes in market prices, correlations, borrow availability, model outputs, position sizing, catalyst timing, or execution. Historical relationships among securities may break down, particularly during periods of market stress, dispersion shifts, or correlation regime changes, and such Clients’ long and short positions may decline in value simultaneously. Hedges may be imperfect, may fail to offset losses, and may themselves generate losses. Costs associated with implementing and maintaining hedges, including borrow fees, financing costs, and transaction costs, may reduce returns. Such Clients’ gross and net exposures may vary materially over time and such Clients could experience losses that exceed those that would be expected from a strategy designed to be market-neutral. Cross-Class Liability. Certain Funds have the authority to issue Interests in classes. Although each applicable Fund maintains Interests in respect of each class separately from Interests in other classes, with the capital contributions (and investments made therewith) tracked separately on the books and records of the applicable Fund, the applicable Fund as a whole, including all of the separate Interests in respect of the classes, is one legal entity. Thus, all of the assets of the applicable Fund are available to meet all of its liabilities, regardless of the class to which such assets or liabilities are attributable. In practice, cross-class liability will usually only arise where the applicable class becomes insolvent and is unable to meet all of its liabilities. In this case, all of the assets of the applicable Fund attributable to other classes may be applied to cover the liabilities of the insolvent class. Lock-Up Periods and Withdrawal Restrictions. Interests in certain Funds are subject to lock-up periods during which withdrawals may be subject to an early withdrawal fee. In addition, withdrawals are generally permitted only as of quarter-end dates upon advance written notice. These restrictions may limit an Investor’s ability to access capital when needed. Substantial withdrawal requests could require the applicable Fund to liquidate positions more rapidly than otherwise desirable, which could adversely affect the value of withdrawals and the net asset value of the applicable Fund.

Staggered Withdrawals. Certain Funds may stagger the payment of withdrawal proceeds over multiple installments. As a result, an Investor that requests a withdrawal may not receive the full withdrawal amount on the withdrawal date and may remain exposed to changes in the applicable Fund’s net asset value during the stagger period. Initial Portfolio Risk. A Fund’s investment strategy may have been previously implemented through a separate account. Although such account may have been aimed at testing the applicable Fund’s investment program, the account may have included concentrated positions, directional exposures, or other characteristics materially different from the applicable Fund’s anticipated investments. There is no guarantee that the applicable Fund will achieve results comparable to the account’s performance.

Item 9. Disciplinary information

Birchview has no legal or disciplinary events to report that would be material to a Client’s or prospective Client’s evaluation of Birchview’s advisory business or the integrity of its management.

Item 10. Other financial industry activities and affiliations

Birchview is exempt from registration with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor. Birchview Partners, an affiliate of Birchview, is exempt from registration with the CFTC as a commodity trading advisor and commodity pool operator. SB-68 Healthcare Partners, also an affiliate of Birchview, is exempt from registration with the CFTC as both a commodity trading advisor and commodity pool operator. As noted in Item 4 (Advisory Business) above, Birchview Partners and SB-68 Healthcare Partners, each an affiliate of Birchview serve as managers of certain Funds. Matthew W.

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Strobeck (previously defined as the Portfolio Manager) is the founder and Chief Executive Officer of Birchview Partners and the Chief Executive Officer of SB-68 Healthcare Partners. The Managers are responsible for the overall management of the applicable Funds’ business and operations, but have delegated investment management duties to Birchview. Any persons acting on behalf of the Managers are subject to the supervision and control of Birchview in connection with any investment advisory activities. In accordance with SEC guidance, Birchview Partners will be registered as an investment adviser in reliance on the Form ADV filed by Birchview. The Managers may also serve as the managers of other funds or accounts that invest in parallel with the Funds or in a master fund. Birchview, the Managers and their affiliates and personnel do not have relationships or arrangements with other financial services companies that pose material conflicts of interest. However, Birchview Partners also serves as the manager of Delta Properties, LLC, an investment vehicle owned by the Portfolio Manager which exclusively invests in real estate. For the avoidance of doubt, in association with its management of Delta Properties, LLC or otherwise, neither Birchview nor the Managers act as a real estate broker, dealer or agent.

Item 11. Code of ethics, participation in client transactions and personal trading

Trading Code of Ethics As a fiduciary, Birchview owes an undivided duty of loyalty to its Clients and thus demands the highest standards of ethical conduct and care by all of its principals and employees (referred to herein as “supervised persons”). It is Birchview’s policy that all supervised persons conduct themselves so as to avoid, to the extent possible, not only actual conflicts of interest with Clients but any conduct that could give rise to the appearance of a conflict of interest that might compromise the trust placed in Birchview by its Clients. Birchview has adopted a Code of Ethics that sets forth standards of ethical and business conduct expected of Birchview’s supervised persons and addresses conflicts that may arise from personal trading by Birchview’s supervised persons.

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The Code of Ethics, among other things, requires compliance with the federal securities laws, reflects Birchview’s fiduciary responsibilities and those of its advisory personnel, prohibits certain personal securities transactions, requires Birchview’s supervised persons to periodically report and/or preclear certain personal securities transactions and addresses prevention of the misuse of material nonpublic information. The Code of Ethics will be provided to any Client or potential Client upon request. Personal Trading Birchview’s supervised persons are permitted to invest in their personal trading accounts, subject to certain restrictions, and may in certain circumstances invest in the same or related securities as Birchview recommends to the Clients, including doing so at or about the same time as a Client’s transaction is effected. In order to reduce certain conflicts of interest that may arise between client accounts and the personal trading activities of Birchview’s supervised persons, Birchview has adopted a personal trading policy (contained in the Code of Ethics). The personal trading policy, among other things, requires preclearance of certain transactions and reporting of all transactions in and holdings of “reportable securities.” The Portfolio Manager made a personal in-kind capital contribution to the Birchview Fund of the Initial Portfolio in connection with the commencement of the Birchview Fund’s operations. However, the Portfolio Manager and/or certain of his affiliates or family members intend to maintain and manage significant personal investment holdings outside of the Birchview Fund that may differ from the type of investments made by the Birchview Fund. In addition, such investments may also overlap with the Birchview Fund’s investments. The Portfolio Manager’s interest in any such investments may give rise to conflicts of interest in his management of the Birchview Fund. Principal Transactions and Cross Trades Birchview and its affiliates may enter into “principal transactions” with the Funds or other Clients within the meaning of Section 206(3) of the Advisers Act. Any principal transactions must meet the client disclosure and consent requirements of Section 206(3). Principal transactions between any Client and Birchview, the Managers or their respective affiliates must be approved by a majority in interest of the Investors. Birchview may also engage a conflicts advisory representative or other investor representative with the consent of a majority in interest of the Investors. Such a

representative will be authorized to consent to any principal transactions and any other conflicts presented to it by Birchview. When advising multiple accounts, Birchview may effect “cross” transactions between Client accounts when appropriate, for example, for purposes of rebalancing transactions, if permitted by applicable law. In a “cross” transaction, one Client account will purchase securities held by another Client account. Birchview will only effect these transactions: (i) when it deems the transaction to be in the best interests of both accounts; and (ii) at a price and under circumstances that it has determined by reference to independent market indicators, or other factors which it believes to constitute “best execution” for both accounts.

Item 12. Brokerage practices

Best Execution Birchview has the authority to determine the broker-dealers to be used to effect the Clients’ securities transactions and the commission rates to be paid in connection with the Clients’ securities transactions. Birchview selects broker-dealers in accordance with its obligation to seek best execution. In choosing broker-dealers, Birchview is not required to consider any particular criteria. Birchview generally seeks the best combination of brokerage cost and execution quality. However, Birchview is not required to select the broker-dealer that charges the lowest transaction cost, even if that broker-dealer provides execution quality comparable to other broker-dealers.

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Birchview takes into account all factors that it considers to be relevant, including, for example, price; the size of the transaction; the nature of the market of the security; the amount of the commission; the timing and impact of the transaction, taking into account market prices and trends; the reputation, experience and financial stability of the broker-dealer; the willingness of the brokerdealer to commit capital; the need for anonymity in the market; the quality of the services rendered by the broker-dealer in other transactions; and the type and quality of the research provided by the broker-dealer. Birchview does not consider, in selecting or recommending broker-dealers, whether it receives investor referrals from a broker-dealer or third party. Soft Dollar Benefits In taking into account all relevant factors in selecting broker-dealers, Birchview may consider the value of research or other products or services other than execution that a broker-dealer may provide to Birchview in connection with securities transactions on behalf of its Clients. Currently, Birchview intends to use soft dollars within the “safe harbor” provided by Section 28(e) of the Exchange Act. The use of brokerage commissions to obtain research services creates a conflict of interest between Birchview and Clients. This may result in Clients paying higher brokerage commissions than might be paid if transactions were effected through brokers that do not provide such services. To the extent that Birchview is able to acquire these products and services without expending its own resources or at reduced prices, Birchview’s use of “soft dollars” would tend to increase their profitability. In addition, the availability of these non-monetary benefits may influence Birchview to select one broker rather than another to perform services for the Clients. All soft dollar arrangements are within the “safe harbor” provided by Section 28(e) of the Exchange Act.

Allocation of Investment Opportunities As a fiduciary, Birchview must allocate investment opportunities among its Clients in a fair and equitable manner. To the extent Birchview provides services for multiple Clients, it will seek to allocate orders and investment opportunities in accordance with its allocation and co-investment procedures. These procedures are designed to help assure that investment opportunities are allocated in a manner that is fair and equitable to each Client and that no Client is improperly favored over any other Client or account. Although such allocations may be pro rata as to the participating entities and Clients, they will not necessarily be so, where Birchview’s allocation policies (e.g., differing objectives or other considerations) dictate a different result. Allocation decisions will be made in consideration of a variety of factors, including, but not limited to, the investment objective, investment guidelines and restrictions, current portfolio holdings, concentration and liquidity considerations, legal restrictions and relative account size applicable to each Client. Birchview also may consider such factors as whether a Client is actively receiving additional investments, is subject to withdrawal requests or is being liquidated, as well as minimum denominations and round lot considerations. Not all factors may be relevant in connection with every investment. In cases where a limited amount of an instrument is available for purchase, the allocation of such instrument among more than one Client may necessarily reduce the amount available for purchase by any one Client. There can be no assurance that a particular order or investment opportunity will be allocated in a particular manner. If conflicts arise in the allocation of investment opportunities, Birchview will seek to resolve such conflicts fairly. The foregoing policy does not require that each opportunity be made available to all accounts, leaving significant discretion to Birchview. For example, accounts may have different objectives, so that the same transaction would not necessarily be made available to all accounts. Trade Aggregation Birchview may, but is not required to, aggregate purchases and sales of the same security for more than one Client if doing so would be in the interest of each participating Client and consistent with Birchview’s duty to seek best execution. The aggregated order must be allocated in a fair and equitable manner across participating accounts, considering the factors discussed above. Each Client that participates in an aggregated order will participate at the average price for all of Birchview’s transactions in that security on a given business day, with transaction costs shared pro rata. Separately Managed Accounts may not always trade in conjunction with the Funds. Trading Errors Policies with respect to Trade and Administrative Errors (as defined below) may vary for different Clients. With respect to the Funds , Birchview is under no obligation to reimburse a Fund for any errors of Birchview with respect to Birchview’s placing or executing trades for a Fund or any other administrative errors made by Birchview, its agents and affiliates (“Trade and Administrative Errors”). Trade and Administrative Errors are considered by Birchview to be a cost

of doing business. However, pursuant to the indemnification provisions set forth in the applicable Constituent Documents, Birchview will be obligated to reimburse the applicable Fund for any Trade and Administrative Errors resulting from Birchview’s willful misconduct or gross negligence. Any correction of a Trade and Administrative Error will only be made to the extent required so that the applicable Fund does not incur a loss related to such Trade and Administrative Error. Birchview, subject to its fiduciary obligations, will determine whether or not any Trade and Administrative Errors are required to be reimbursed in accordance with such indemnification provisions. Birchview has an inherent conflict of interest with respect to the discovery and treatment of Trade and Administrative Errors. Birchview, in its sole discretion, reserves the right to reimburse a Fund for any Trade and Administrative Error. Birchview’s reimbursement of a Fund for any particular Trade and Administrative Error will not constitute a waiver of any policy to cause a Fund to bear the losses from other Trade and Administrative Errors. Any net gain resulting from Trade and Administrative Errors will be for the benefit of the applicable Fund and will not be retained by Birchview.

Item 13. Review of accounts

Review of Accounts Birchview will review, as pertinent, Client portfolio holdings to determine that the investments held by the Client remain consistent with the pertinent Client documentation and will generally review each Client’s performance on an ongoing basis. Reports to Clients The Funds will generally make available to Investors monthly unaudited account statements and reports via a website, with hard copies available on request. The Funds will generally provide audited annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”).

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Birchview, the Managers, the Portfolio Manager and their employees, family members and affiliates, as applicable, may have access to information that is not generally available to other Investors of the Funds and, as a result, may be able to act on such additional information (e.g., request withdrawals) that other Investors do not receive. Other Clients will receive reports as agreed upon in the pertinent investment management or other agreement.

Item 14. Client referrals and other compensation

Birchview and its affiliates may compensate third parties for Client referrals. Placement agents may be compensated with selling commissions (which will be disclosed to the applicable Investor subject to such selling commissions) and/or by Birchview and/or the Managers through sharing of a portion of their management fees and/or incentive allocations, respectively.

Item 15. Custody

Although Birchview does not physically hold the securities and other assets of the Funds, Birchview is deemed to have custody of the Funds’ assets, since Birchview and/or its related

persons serve as the manager for one or more of the Funds. Investors do not receive account statements from any custodians; rather, the Funds are subject to an annual audit and the audited financial statements are distributed to each Investor. In the event Birchview has custody of the assets of any Client that is not a pooled investment vehicle (e.g., a Separately Managed Account), Birchview will arrange for a qualified custodian to send quarterly account statements directly to the Client and arrange for an annual surprise examination pursuant to Rule 206(4)-2 under the Advisers Act.

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The Client should carefully review these statements. Any Client that also receives account statements from Birchview should compare those account statements with the account statements received from the qualified custodian.

Item 16. Investment discretion

Birchview provides discretionary investment advisory services to the Clients, subject to the Clients’ investment objectives, strategies and policies. Birchview has full discretion in all investment and trading decisions made on behalf of the Clients. Such discretionary authority is granted to Birchview in the applicable Constituent Documents.

Item 17. Voting client securities

Birchview may have voting authority and responsibility with respect to securities held by the Clients. In voting proxies, Birchview is guided by general fiduciary principles and votes in the manner it believes is consistent with efforts to achieve a Client’s stated investment objectives. Birchview’s general policy is to vote in accordance with the recommendation of an issuer’s management on routine and administrative matters, unless Birchview has a particular reason to vote to the contrary. This general policy is not a predetermination, however, to vote in favor of the issuer’s management, as Birchview will review all Client proxies in accordance with the general fiduciary principles noted above.

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With respect to non-recurring or extraordinary matters, Birchview will vote on a case-by-case basis in accordance with the goals of achieving a Client’s stated objectives. Birchview retains the discretion to take no action with respect to a proposed vote if it determines that doing so is in the best interests of a Client (for example, where Birchview determines that the cost of voting exceeds the expected benefit to the Client). Birchview follows procedures designed to identify conflicts or potential conflicts that could arise between its own interests and those of its Clients. If it is determined that any such conflict or potential conflict is not material, Birchview may vote proxies notwithstanding the existence of the conflict. If it is determined, however, that a conflict of interest or potential conflict of interest is material, one or more methods may be used to resolve the conflict, including (i) engaging a third party to recommend a vote with respect to the proxy, (ii) disclosing the conflict to the Client and obtaining its consent before voting or (iii) such other method as is deemed appropriate under the circumstances. Clients and Investors may request a copy of Birchview’s proxy voting policy, as well as applicable proxy voting records, by contacting Birchview.

Item 18. Financial information

Birchview is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to its Clients, and Birchview has not been the subject of a bankruptcy petition.

Other brochures on file

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.