A. General Description of Advisory Firm.
FJ Capital Management LLC (“FJ Capital”, “Firm”, “Investment Manager”, or “we/us/our”), a
Delaware limited liability company, is an SEC registered investment adviser with its principal
office located in McLean, VA. Our business was formed in December 2007, and we were
registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as
amended (“Advisers Act”) on December 10, 2013.
Martin Friedman and Andrew Jose co-founded FJ Capital and have primary responsibility for
managing our Firm and its investment activities, including business development, operational, and
compliance matters. We manage seven (7) affiliated private funds (“Funds”):
(1) Financial Opportunity Fund LLC (the “Onshore Fund” or the “Master Fund”, as the context
requires), a Delaware limited liability company;
(2) Financial Opportunity Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”),
is a feeder fund to the Master Fund and invests all of its assets in the Master Fund. The Directors
of the Offshore Fund include David Egglishaw and John Cullinane (both independent), and
Andrew Jose (interested). The Directors serve in a non-executive capacity and have delegated
day-to-day operational responsibilities to the Offshore Fund’s service providers, including the
Fund Administrator (as described at Item 13.B hereof) and the Investment Manager;
(3) Financial Opportunity Long/Short Fund LLC (the “Long/Short Fund” or the “Master
Long/Short Fund”, as the context requires), a Delaware limited liability company;
(4) Financial Opportunity Long/Short Fund Ltd., a Cayman Islands exempted company (the
“Offshore Long/Short Fund”), is a feeder fund to the Master Long/Short Fund and invests all of
its assets in the Master Long/Short Fund. The Directors of the Offshore Long/Short Fund include
David Egglishaw and John Cullinane (both independent), and Andrew Jose (interested). The
Directors serve in a non-executive capacity and have delegated day-to-day operational
responsibilities to the Offshore Long/Short Fund’s service providers, including the Fund
Administrator and the Investment Manager;
(5) Financial Opportunity Long/ Short Fund LLC – Series 2 Fintech, a Delaware limited liability
company;
(6) Financial Hybrid Opportunity Fund LLC (the “Hybrid Fund”), is a Delaware limited liability
company; and
(7) Financial Hybrid Opportunity SPV I LLC (the “SPV I”), is a Delaware limited liability
company.
The Funds we offer are excluded from regulation under the Investment Company Act of 1940 (the
“Investment Company Act”) under Section 3(c)(1) or 3(c)(7) thereof. Our investors are all
accredited investors, as defined under Rule 501 of Regulation D promulgated under the Advisers
Act, as a “Qualified Client” as defined in Rule 205-3 of the Investment Company Act, and, as
appropriate, a “qualified purchaser” under Section 2(a)(51) of the Investment Company Act.
Certain employees of our Firm also invest in our Funds. Details regarding applicable suitability
criteria for investors in our Funds are set forth in the Funds’ offering and subscription documents.
FJ Capital is also the subadviser to ten (10) separately managed accounts, of which seven (7) are
advised by a family office adviser.
The term “Client”
and “Fund” may be used interchangeably throughout this document; the term
“Client” also includes the Funds, as applicable. We may in the future manage or accept other types
of Client accounts which may be tailored by individual Clients, at our sole discretion.
Collectively, we may refer to the Funds and/or managed account Clients as the “Clients”.
B. Description of Advisory Services
Our primary responsibilities for our Clients are to identify, review, select and manage investment
opportunities that can achieve our Clients’ investment objectives. Our Clients are the seven (7)
Funds and the ten (10) separately managed accounts.
Pursuant to investment management agreements, we have discretionary authority with respect to
investment decisions and serve as the investment manager for our Clients which agreements in
some cases may require the consent of the Client to engage in certain trading activities for the
Client account. We provide our services in accordance with the investment objectives and
guidelines set forth in each Client’s respective offering documents or investment management
agreements and we do not tailor our advisory services for any investor(s) in the Funds.
In managing all of our Clients, we follow a similar investment strategy - a primary focus on
investments in the financial services industry with an emphasis on the banking sector, and
particularly community banks and thrifts (see Item 8 below for further information on our
investment strategy and associated risks).
C. Availability of Tailored Services for Individual Clients
We have the ability to tailor our services to a particular Client(s) pursuant to each respective
investment management agreement.
Within the context of the Funds, we have the ability to tailor services through a supplemental
agreement such as a “side letter”,the designation of certain investors as a “Special Member” having
interests with different rights and obligations, and the creation of series of interests in a Fund as
more fully described below.
The Onshore Fund, the Offshore Fund, and the Long/Short Fund permit the designation of certain
investors as “Special Members” with certain rights not afforded to other investors. In addition to
“Special Members”, each of the Funds is organized as a series limited liability company authorized
to establish one or more segregated series of interests in a Fund (including classes and/or groups
of investors in each such series). The rights, powers, preferences, obligations, and liabilities of
each such series, and the investment objective of each such series are as set forth in a Certificate
of Designation of the series. A series can be established as a protected segregated series or a
registered segregated series pursuant to Section 218-15 and Section 218-18, respectively, of the
Advisers Act.
The terms and conditions of a Special Member and members of a separate segregated series are
disclosed to all investors at the time they subscribe to invest in the Funds.
D. Wrap Fee Programs.
We do not offer or participate in any wrap fee programs.
E. Client Assets under Management.
As of December 31, 2023, our total regulatory assets under management were approximately
$1,120,833,000 of which $ 1,068,766,000 is managed on a discretionary basis. The remainder is
non-discretionary