Below are certain key definitions used in this Brochure. Additional definitions are found
throughout this Brochure.
Term Definition
Access Person Every Employee and Affiliated Entity Employee who (i) has access to non-
public information regarding Clients’ purchase or sale of securities; or (ii) is
involved in making securities decisions or recommendations to Clients or has
access to such decisions and recommendations that are not public.
Advisers Act Investment Advisers Act of 1940, as amended.
Affiliated Entity Any entity that controls or is under common control with OIM.
Affiliated Entity
Employee
Every officer, director and employee of an Affiliated Entity and any other
person acting in a similar capacity for an Affiliated Entity.
Client Every account and investment fund managed by OIM.
Employee Every officer, director and employee of OIM, every Management Committee
member, every Investment Committee member, and any other person acting
in a similar capacity for OIM.
Family Account Every account managed by a Family Office.
Family Office Any Affiliated Entity that is not registered as an investment adviser under the
Advisers Act because it relies on the Advisers Act family office exclusion
from the definition of investment adviser.
Investment Committee The OIM Fund of Funds Division committee that has the exclusive
responsibility for making discretionary investment decisions for Clients.
Management
Committee
The committee that functions as the Firm’s “Chief Executive Officer” and has
overall management and supervisory responsibility over OIM’s business
activities.
Related Party Each of the following: OIM, Supervised Persons and and/or their family
members, Affiliated Entities and/or Family Accounts.
Supervised Person Every Employee and Access Person.
OIM, a Delaware limited liability company, is an investment advisory firm based in New York
City that was founded in 2003. OIM is wholly-owned by FBE Limited LLC (“FBE Limited”), a
New York limited liability company. The only person or entity that owns more than 25% of FBE
Limited is Fruchthandler Descendants Partnership (“FDP”), a New York general partnership. All
general partners of FDP currently own less than 10% of FDP.
OIM is managed by its Management Committee which has overall management and supervisory
responsibility over OIM’s business activities. All OIM executive officers and the Investment
Committee are under the overall supervision and control of the Management Committee. The
Management Committee consists of three members who are appointed by FBE Limited.
FBE Limited wholly owns several Affiliated Entities including two Family Offices. The Family
Offices provide investment advice to Family Accounts which are owned primarily by indirect
principals of FBE Limited, their family members and key employees of the Family Offices.
Several Employees of OIM also perform various functions for some of the Affiliated Entities
including the two Family Offices. The Affiliated Entities, the Family Offices and the Family
Accounts are discussed in this Brochure in the context of conflicts of interest that may arise
between these parties and OIM’s Clients.
FBE Limited also is actively engaged in a substantial amount of charitable and philanthropic
activities including the rendering of investment advice to several charitable organizations (each a
“Charity” and collectively, the “Charities”) for no compensation. Several Employees of OIM
also perform various charitable and philanthropic activities on behalf of FBE Limited including
assisting with the rendering of investment advice to the Charities. The charitable and philanthropic
activities of FBE Limited are discussed in this Brochure in the context of various conflicts of
interest that may arise between these activities and servicing OIM’s Clients.
OIM provides discretionary investment advice to its Clients. OIM’s Clients include only private
pooled investment vehicles, currently OPUS Fund LLC (“Opus Fund”), Opus Preferred Fund
LLC (“Opus Preferred”
and collectively with Opus Fund, the “Onshore Funds”) and OPUS
Fund International Ltd. (the “Offshore Fund” and collectively with the Onshore Funds, the
“Funds”). Each Fund is comprised of multiple investing classes (each, a “Class”) that can differ
from each other based on their investment strategies, liquidity rights, eligible investors, and/or
management fees and performance-based compensation as well as the exemption from registration
under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to which they
operate.
Prior to January 1, 2022, Opus Fund had five Classes: Diversified, Concentrated, Focused,
Balanced Equity, and Credit Opportunities. On January, 1 2022, Opus Preferred was launched.
Opus Preferred relies on the Section 3(c)(7) exclusion from the definition of investment company
under 1940 Act while Opus Fund relies on the Section 3(c)(1) exclusion from the definition of
investment company under the 1940 Act. At the time of Opus Preferred’s launch, many Opus
Fund investors who are eligible to invest in a Section 3(c)(7) private fund transferred their interests
from Opus Fund to Opus Preferred including investors in the Opus Fund Balanced Equity, Focused
and Credit Opportunities Classes. Consequently, Opus Fund no longer offers the Focused and
Credit Opportunities Classes. Opus Fund continues to offer the Diversified, Concentrated and
Balanced Equity Classes. However, since January 1, 2022, the Opus Fund Balanced Equity Class
does not have any investors. Opus Preferred has five Classes: Diversified, Concentrated, Focused,
Balanced Equity, and Credit Opportunities. The Offshore Fund has ten Classes: Diversified, B, C,
E, H, K, M, PS, T and TP.
The Firm’s investment strategies currently consist exclusively of investing each Class’s assets into
portfolios of domestic and international private investment funds (collectively, “Investment
Vehicles”), which are commonly referred to as “hedge funds.” The Investment Vehicles are
managed by independent investment managers (collectively, the “External Managers”).
Investment decisions for the Funds are made exclusively by the Investment Committee, which
consists of three members. OIM’s affiliate, Opus Capital Management LLC (“Opus Capital”), is
the administrative manager for each of the Funds and in that capacity performs all the
administrative tasks that are required for the efficient operation of the Funds. Investments in the
Funds are privately offered only to eligible investors. See Item 7 below for information about
eligible investors.
The relationship between OIM and each Fund is governed by such Fund’s operating agreement,
confidential offering memorandum (“Memorandum”), subscription agreements, and any
exhibits, supplements or amendments thereto (all the foregoing, collectively, the “Offering
Documents”) and, where applicable, the terms of the investment advisory agreement between
OIM and such Fund. Each Fund’s investment objectives and restrictions are set forth in the
Offering Documents. Opus Capital from time to time (whether granted through side letters or
otherwise) permits certain Fund investors (including affiliated investors) to invest in a Class on
different terms than other investors in the Class, including with respect to: (i) redemption rights;
(ii) lower or no management fees and/or performance compensation; (iii) investment parameters;
and (iv) such other provisions as Opus Capital may specify. The establishment or existence of
different terms for certain investors will not entitle any other investor or class of investors to the
same or similar terms, and neither Opus Capital nor OIM will be required to obtain the consent or
approval of, or give notice to, any investor or class of investors in connection with those terms.
OIM does not participate as manager or investment adviser in any wrap fee programs.
As of December 31, 2022, OIM managed approximately $231,282,600 of “Regulatory Assets
Under Management”, all on a discretionary basis.