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, members of the Investment Committees, 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.
FoF Division The OIM division dedicated to making Hedge Fund Investments (as defined
in Item 4.B below).
FoF Division IC The OIM FoF Division investment committee that has the exclusive
responsibility for making discretionary Hedge Fund Investment decisions for
Clients.
Investment Committees The FoF Division IC and PE Division IC, unless otherwise specified.
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.
PE Division The OIM division dedicated to making Illiquid Investments (as defined in
PE Division IC The OIM PE Division investment committee that has the exclusive
responsibility for making discretionary Illiquid Investments decisions for
Clients.
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 both Investment
Committees 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.
Background
OIM provides discretionary investment advice to its Clients which include only private pooled
investment vehicles. In connection with this activity, OIM has established a FoF Division that
advises Clients with respect to Hedge Fund Investments (as defined below) and a PE Division that
advises Clients with respect to Illiquid Investments (as defined below). Currently. OIM’s FoF
Division Clients are OPUS Fund LLC (“Opus Fund”), Opus Preferred Fund LLC (“Opus
Preferred” and collectively with Opus Fund, the “Onshore Hedge Funds”) and OPUS Fund
International Ltd. (the “Offshore Fund” and collectively with the Onshore Hedge Funds, the
“Hedge Funds”). Currently, OIM’s sole PE Division Client is Opus Private Equity Opportunity
Fund LLC (the “PE Fund” and collectively with the Hedge Funds, the “Funds”). Each Hedge
Fund is comprised of multiple investing classes (each, a “Hedge Fund Class”) and OIM may
create multiple additional investing classes for the PE Fund which currently is comprised of a
single class (as described below) (each, a “PE Fund Class” and collectively with the Hedge Fund
Classes, the “Classes”). Each Class can differ from each other on the basis of 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.
The FoF Division
The FoF Division IC has exclusive authority to make all investment decisions and to decide on all
investment allocation and re-allocation determinations for the Hedge Funds. The Hedge Funds
invest in various private investment funds and/or other investment vehicles (all of the foregoing,
collectively, “Investment Vehicles”), which are managed by independent investment managers
(collectively, the “External Managers”), that pursue a wide range of relatively liquid alternative
investment strategies (collectively, “Hedge Fund Investments”). All investment decisions and
investment allocation and re-allocation determinations of the FoF Division IC will be carried out
by the FoF Division executive officers in their respective roles.
Opus Preferred relies on the Section 3(c)(7) exclusion from the definition of investment company
under the 1940 Act. Opus Preferred currently offers five Hedge Fund Classes: Diversified,
Concentrated, Focused, Balanced Equity, and Credit Opportunities. Opus Fund relies on the
Section 3(c)(1) exclusion from the definition of investment company under the 1940 Act. Opus
Fund currently offers three Hedge Fund Classes: Diversified, Concentrated and Balanced Equity
Classes. However, since January 1, 2022, the Opus Fund Balanced Equity Class does not have
any investors. The Offshore Fund relies on the Section 3(c)(7) exclusion from the definition of
investment company under the 1940 Act. The Offshore Fund has ten Hedge Fund Classes:
Diversified, B, C, E, H, K, M, PS, T and TP.
The PE Division
The PE Division IC has exclusive authority to make all investment decisions and to decide on all
investment allocation and re-allocation determinations with respect to all investments (i) that
provide direct or indirect exposure to loans and structured credit investments (collectively, “Loan
and Credit Investments”); (ii) in various private equity funds and/or similar vehicles pursuing
long-term or generally illiquid investment strategies (e.g., private equity, growth equity, venture
capital investments, litigation financing, impact, private credit investments, distressed assets, etc.)
(each, an “Underlying Fund,” and (collectively, the “Underlying Funds”) each of which is
managed by a third party investment advisors (collectively, the (“Investment Advisors”) ; (iii)
that provide direct or indirect exposure to real estate properties and/or other real estate related
assets (collectively, “Real Estate Investments”); and (iv) in any other investments that are
ancillary to any of the foregoing (such other investments, Loan and Credit Investments, Underlying
Funds and Real Estate Investments, collectively, “Illiquid Investments”). All investment
decisions and investment allocation and re-allocation determinations of the PE Division IC will be
carried out by the PE Division executive officers in their respective roles.
Currently, the only OIM Client advised by the PE Division is Opus Private Equity Opportunity
Fund LLC (the “PE Fund”). The PE Fund initially is offering a single class of limited liability
company interests (“Interests”) designated as the “Vintage I Class,” and may offer any number
of additional classes (each, a “PE Fund Class”) of Interests from time to time. The PE Fund relies
on the Section 3(c)(7) exclusion from the definition of investment company under the 1940 Act.
Opus Capital Management
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,
memorandum of association, confidential offering memorandum (“Memorandum”), subscription
agreements, and any exhibits, supplements or amendments thereto as applicable (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, 2023, the Hedge Funds consisted of approximately $250,820,675 in gross
assets. On March 1, 2024, OIM launched the PE Fund with approximately $15,103,001 in gross
assets. Consequently, OIM’s total Regulatory Assets Under Management is $265,923,676 which
consists of the December 31, 2023 Hedge Fund gross assets and the March 1, 2024, PE Fund gross
assets. All of OIM’s Regulatory Assets Under Management are managed on a discretionary basis.