These terms and conditions of use (this “User Agreement”) apply to this website (the “Website”) accounts on social media platforms, including Facebook, LinkedIn, Instagram, Twitter and YouTube, which Sculptor Capital Management, Inc. and its affiliates (“Sculptor Capital”, “we”, “us” or the “Company”) operates and may post content for informational, educational or other business purposes, (the “Social Media Platforms”, and collectively with the Website, the “Site”) and your use thereof. Unless otherwise stated or the context otherwise requires, all references in this User Agreement to “Site” refer to both the Website and Social Media Platforms
Please read these terms and conditions of use carefully before using the Site. By accessing and continuing to use the Site, you acknowledge that you have read, understood and agree to these terms and conditions of use. If you do not agree to these terms and conditions of use, you may not access or use the Site. Sculptor Capital reserves the right, at the Company’s discretion, to change, modify, add or remove portions of these terms at any time. Modifications will be effective immediately upon posting unless we indicate otherwise. Therefore, Sculptor Capital suggests that you review these terms periodically for changes. By using the Site after the Company has posted changes to these terms and conditions of use, you are agreeing to be bound by these terms as amended.
Sculptor Capital Grants You a Limited Right to Use the Site
You may not violate or attempt to violate the security of the Site. At any time and for any reason we may revoke your right to use all or any portion of the Site.
The Site is Owned by Sculptor Capital, its Affiliates and/or Third Parties
The Site is protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by Sculptor Capital, its affiliates and/or third parties. You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site. You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this User Agreement. Furthermore, you acknowledge that to the extent a social media platform is owned by a third party, Sculptor Capital is not affiliated with such social media platform or any of its services. By using a Social Media Platform, you signify your agreement with the terms of this User Agreement, as well as the relevant terms and conditions of use that govern such social media platform, without limitation or qualification.
All content is for informational purposes only. Nothing contained in the Site constitutes investment, legal, accounting or tax advice and you should not consider any such information on the Site to be the same. Neither the information nor any opinion contained in the Site constitutes a solicitation or offer by Sculptor Capital or any fund or other entity managed directly or indirectly by Sculptor Capital to buy or sell any securities, futures, options or other financial instruments. Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy. We do not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable. Decisions based on information contained on the Site are the sole responsibility of the visitor. If you would like investment, accounting, tax, or legal advice, you should consult with your own financial advisors, accountants, or attorneys regarding your individual circumstances and needs. THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY, OR INVESTMENT STYLE IS NOT INDICATIVE OF NOR A GUARANTEE OF FUTURE PERFORMANCE.
There are various risks you assume in relying on the content. Dated content speaks only as of the date indicated. We make reasonable efforts to provide accurate content, but at times we may not promptly update or correct the Site even if we are aware it is inaccurate, outdated, or otherwise inappropriate. We may change all or any portion of the Site at any time without notice to you. We do not endorse the opinions of, or warrant the accuracy of facts or other content contributed by, any third party. You agree we are not liable for any action you take or decision you make in reliance on any content.
The materials in the Site are provided “AS IS” and without warranties of any kind (either express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement). To the fullest extent permissible pursuant to applicable law, Sculptor Capital disclaims any and all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
Sculptor Capital further assumes no responsibility for and makes no warranties regarding the availability, accuracy, completeness, timeliness, functionality, reliability, sequencing, or speed of delivery of the functions contained at this Site will be uninterrupted or error-free, that defects will be corrected, or that the Site or the server that makes it available will be free of viruses or other harmful components. Sculptor Capital shall not be liable for any damages to, viruses that may infect, or services, repairs or corrections that must be performed on your computer on account of your accessing the Site.
Sculptor Capital is not liable for any technological problems regarding the Site or any impact they may have. All or any portion of the Site may not be available and may not function properly at any time. We make reasonable efforts to avoid technological problems, but at any time, the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. We take reasonable security precautions when using the Internet, telephone, or other means to transport data or other communications, but we disclaim liability for any interception of data or communications. We make reasonable efforts to ensure that the Website is secure, but we do not guarantee the security of the Website. We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site. We are not liable for any defects, delays, or errors in or resulting from your use of the Site.
Sculptor Capital maintains historical materials and disclosures on its Website for archival and regulatory purposes. The information contained in such materials and disclosures was accurate at the time it was initially presented, and Sculptor Capital assumes no responsibility for updating information to reflect subsequent developments.
Restrictions on Use of Materials
Unless otherwise expressly noted, all information and materials, including without limitation images, illustrations, designs, icons, photographs, video clips and written and other materials, that are part of the Site are copyrights, trademarks, service marks, trade names, trade dress and/or other intellectual property owned, controlled or licensed by Sculptor Capital. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way; provided, however, that you may download, where specifically permitted, one copy of the materials on any single computer for your personal, non-commercial use only, provided you keep intact and properly display all copyright and other proprietary notices. You may not distribute, modify, transmit, reuse, repost, or use the content of the Website, including, without limitation, any text, images, audio and video, for public or commercial purposes without Sculptor Capital’s written permission. Modification or use of the information or materials for any other purpose will violate the copyright and/or intellectual property rights of Sculptor Capital. Sculptor Capital will not treat users of the Site as its clients by virtue of their accessing this Site.
Unless otherwise specified, the materials in or accessible through the Site are directed at residents of the United States, its territories, possessions and protectorates. The Site is controlled and operated by Sculptor Capital from its offices within the State of New York, United States of America. Sculptor Capital makes no representation that materials in or accessible through the Site are appropriate or available for use in other locations or that access to them where their content is located is not illegal and prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws if and to the extent local laws are applicable. You may not use or export the information or materials in violation of U.S. export laws and regulations. The information provided in or accessible through the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Sculptor Capital to any registration or other requirement within such jurisdiction or country. Sculptor Capital reserves the right to limit access to the Site to any person, geographic region or jurisdiction.
Transmissions to and from the Site
Third Party Content and Links to Other Web Sites and Services
Sculptor Capital may post content to the Site that is generated by third parties or contains links to publications or other websites that are not affiliated with Sculptor Capital. Sculptor Capital does not review or monitor any websites linked from or to the Site and your following links from or to such websites is at your sole risk. Accordingly, Sculptor Capital cannot be held responsible for the content, security, information, materials, products or services obtained on or from such other websites, nor will Sculptor Capital be liable in any respect whatsoever for any damages arising from your access to such websites. Any links from or to other websites are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply any adoption, endorsement, representation or warranty by Sculptor Capital with respect to any such linked websites or the content, products or services contained or accessible through, or the operators of, such websites. Furthermore, you agree not to link any websites to Sculptor Capital’s pages on the Website without the express prior written consent of Sculptor Capital. Sculptor Capital’s use of a “like” or similar function on a Social Media Platform pertains only to the comment or post that is “liked” and is not an endorsement of the individual or organization who posted the “liked” content.
Sculptor Capital is not responsible for, and does not endorse, any third-party advertisements, messages, products, services, recommendations or other content that a social media platform may publish on Sculptor Capital’s Social Media Platforms.
Content posted on Sculptor Capital’s Social Media Platforms by third parties is the responsibility of the person who posted the content. Sculptor Capital does not adopt, endorse, or have any responsibility for the accuracy of content posted by third parties. Sculptor Capital reserves the right to remove content, and restrict or block users who post content, that is inappropriate or offensive on Sculptor Capital’s Social Media Platforms or who have online pages with such content. Sculptor Capital also reserves the right to remove promotional content posted by third parties and may restrict or block users who have online pages that are of a promotional nature. Additionally, Sculptor Capital reserves the right to remove third-party content, and restrict or block users who post content, to comply with applicable law, including because such content may be construed to constitute testimonials, advice, recommendations or advertisements for securities-related products or services, including recommendations or testimonials of Sculptor Capital products or services.
Sculptor Capital will remove content that is in violation of intellectual property rights or law. By uploading any content or images to one of Sculptor Capital’s Social Media Platforms, you agree to grant Sculptor Capital the non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable, right and license to use, publish, reproduce, modify, adapt, and distribute (in whole or in part) such content in any form, for the full term of any copyright that may exist in such content.
Sculptor Capital is not responsible for the privacy policies of any social media platform on which Sculptor Capital content may appear.
SCULPTOR CAPITAL’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, OR THE INABILITY TO USE THE SITE.
OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE.
SCULPTOR CAPITAL, ITS AGENTS, AND EMPLOYEES UNDER ALL CIRCUMSTANCES, AND SUBJECT TO APPLICABLE LAW, WILL HAVE NO LIABILITY FOR ANY AND ALL DAMAGES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE.
Governing Law and Consent to Jurisdiction
These terms and your use of the Site shall be governed by the laws of the United States of America and the State of New York without regard to its conflicts of laws principles. Any legal action or proceeding related to this Site shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York.
If any provision of these terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. Sculptor Capital reserves the right to alter or delete materials from this Site at any time at its discretion.
Our Disclosures and Forward-Looking Statements
The information contained on this website (the “Website”) and accounts on social media platforms, including Facebook, LinkedIn, Instagram, Twitter and YouTube, which Sculptor Capital Management, Inc. and its affiliates (“Sculptor Capital”, “we”, “us” or the “Company”) operates and may post content for informational, educational or other business purposes (the “Social Media Platforms”) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that reflect Sculptor Capital’s current views with respect to, among other things, future events, our operations and our financial performance. The Company generally identifies forward-looking statements by terminology such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “will,” “should,” “could,” “seek,” “approximately,” “predict,” “intend,” “plan,” “estimate,” “anticipate,” “opportunity,” “comfortable,” “assume,” “remain,” “maintain,” “sustain,” “achieve,” “see,” “think,” “position” or the negative version of those words or other comparable words.
Any forward-looking statements contained on this Website or a Social Media Platform are based upon historical information and on the Company’s current plans, estimates and expectations. The inclusion of this or other forward-looking information should not be regarded as a representation by the Company or any other person that the future plans, estimates or expectations contemplated by the Company will be achieved.
The Company cautions that forward-looking statements are subject to numerous assumptions, estimates, risks and uncertainties, including but not limited to the following: global economic, business, market and geopolitical conditions; U.S. and foreign regulatory developments relating to, among other things, financial institutions and markets, government oversight, fiscal and tax policy; the outcome of third-party litigation involving us; the consequences of the Foreign Corrupt Practices Act settlements with the Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice; conditions impacting the alternative asset management industry; the Company’s ability to retain existing fund investor capital; the Company’s ability to successfully compete for fund investors, assets, professional talent and investment opportunities; the Company’s ability to retain its active executive managing directors, managing directors and other investment professionals; the Company’s successful formulation and execution of its business and growth strategies; the Company’s ability to appropriately manage conflicts of interest and tax and other regulatory factors relevant to the Company’s business; and assumptions relating to the Company’s operations, investment performance, financial results, financial condition, business prospects, growth strategy and liquidity.
If one or more of these or other risks or uncertainties materialize, or if the Company’s assumptions or estimates prove to be incorrect, the Company’s actual results may vary materially from those indicated in these statements. These factors are not and should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risks that are included in the Company’s filings with the SEC, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 24, 2020. There may be additional risks, uncertainties and factors that the Company does not currently view as material or that are not known. The Company does not undertake to update any forward-looking statement because of new information, future developments or otherwise.
This Website and the information contained herein or on any Social Media Platform and the information contained thereon does not constitute an offer of any Sculptor Capital fund.
Sculptor Capital is Authorized and Regulated by the Financial Conduct Authority
This Site is issued or approved by Sculptor Capital Management Europe Limited (“SCMEL”) and by Sculptor Europe Loan Management Limited (“SCELM”), which are authorized and regulated by the Financial Conduct Authority (“FCA”). SCMEL, whose registered office is at 40 Argyll Street, London W1F 7EB, United Kingdom, appears in the FCA’s Register (Registration No. 190662). SCMEL is registered as a Private Limited Company in England and Wales (Company Number 03676366) and its VAT registration number is 749344894. SCELM, whose registered office is at 40 Argyll Street, London W1F 7EB, United Kingdom, appears in the FCA’s Register (Registration No. 709552). SCELM is registered as a Private Limited Company in England and Wales (Company Number 09417428).
SCMEL and SCELM are subject to the FCA rules and guidance, details of which can be found on the FCA’s website at www.fca.org.uk. The FCA is one of the two principal regulators of the financial services industry in the UK and is located at 25 The North Colonnade, Canary Wharf, London E14 5HS, United Kingdom.
The Modern Slavery Act Transparency Statements are available below.
MiFID II Disclosures
Sculptor Capital Management Europe Limited (“SCMEL”) is a member of the Sculptor Capital Management, Inc. (the “Group”) and acts as a sub-investment manager to a number of the Group’s investment funds and managed accounts clients. Sculptor Europe Loan Management Limited (“SCELM”) is a member of the Group and acts as a Collateralised Loan Obligation (“CLO”) manager to certain affiliated CLO vehicles. SCMEL and SCELM (together the “Firm”) are authorised and regulated by the Financial Conduct Authority (“FCA”) and is each an investment firm subject to the requirements of the FCA Rules that implement the Markets in Financial Instruments Directive and Regulation (“MiFID II”) including the order execution rules under the Regulatory Technical Standard 28 (“RTS 28”).
The Firm is required to summarise and make public on its Website on an annual basis, for each class of financial instrument in which it has traded, the top five Execution Venues where it executes orders, and the top five Brokers to which it transmits orders for execution, in terms of trading volumes, in the preceding calendar year, including information on the quality of execution obtained. The Firm’s RTS 28 reports for calendar year 2019 and 2018, containing both quantitative and qualitative disclosures, are available below:
Commitment to the UK Stewardship Code
Under Rule 2.2.3R of the FCA’s Conduct of Business Sourcebook, Sculptor Capital Management Europe Limited (“SCME”) and Sculptor Europe Loan Management Limited (“SELM”) is each required to disclose in an accessible form a statement about the nature of its commitment to the UK Financial Reporting Council’s Stewardship Code (the “Code”) or, where it does not commit to the Code, its alternative investment strategy. The Code is a voluntary code and sets out a number of principles relating to engagement by investors with UK issuers. Investors that commit to the Code can either comply with it in full or choose not to comply with aspects of the Code, in which case they are required to explain their non-compliance.
SCME pursues a multi-strategy approach to investing that involves it trading in various asset classes and jurisdictions globally, including in some UK issuers. The Code is therefore relevant to some aspects of SCME’s trading. While SCME generally supports the objectives that underlie the Code, SCME has chosen not to commit to the Code.
SELM acts as an originator and manager of certain collateralised loan obligation (“CLO”) issuer vehicles that invest primarily in loan instruments and corporate bonds in a variety of jurisdictions globally. While SELM generally supports the objectives that underlie the Code, SELM has chosen not to commit to the Code.
SCME and SELM’s policies in relation to engagement with issuers and their management are determined globally on a group-wide basis. The group takes a global approach to engagement with issuers and their management in all of the jurisdictions in which it trades and, consequently, neither SCME, nor SELM, considers it appropriate to commit to any particular voluntary code of practice relating to any individual jurisdiction.
Shareholder Rights Directive II
Sculptor Capital Management Europe Limited and Sculptor Europe Loan Management Limited have published a statement in relation to the Shareholder Rights Directive II which is available below.
Please note that on September 12, 2019, Sculptor Capital Management, Inc. and certain of its affiliates completed a firm-wide name change. Due to regulatory requirements, certain legal entities referenced in the attachments linked herein are required to contain the legal names that were applicable at the time when such related polices were effective.
THIS VIDEO IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS INVESTMENT OR OTHER PROFESSIONAL ADVICE. This video has been prepared by Sculptor Capital Management, Inc. (together with its affiliates, “Sculptor Capital”), and the information contained herein is not intended to be taken by, and should not be taken by, any individual recipient as investment, legal, accounting, tax or other professional advice, a recommendation to buy, hold or sell any security, or an offer to sell or a solicitation of offers to purchase any security; no fiduciary, advisory or client relationship is created through this video. For information about Sculptor Capital’s business, including risks and financial information, please refer to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.
NEITHER THIS VIDEO NOR ANY OF THE INFORMATION HEREIN CONSTITUTES AN OFFER OF OR SOLICITATION FOR ANY SCULPTOR CAPITAL FUND. Offers or solicitations for an investment in an investment fund managed or sponsored by Sculptor Capital (a “Fund”) only occur through a confidential private placement memorandum and related purchase documentation, and subject to the terms and conditions contained in such documents and in such Fund’s operative agreements. Those who access this video or any information contained herein do so at their own initiative and are responsible for compliance with local laws or regulations.
THIS VIDEO IS NOT A RECOMMENDATION FOR ANY SECURITY OR PORTFOLIO COMPANY. References to any portfolio companies and asset classes are intended to illustrate the application of Sculptor Capital’s investment process only and should not be used as the basis for making any decision about purchasing, holding or selling any securities. Nothing herein should be interpreted or used in any manner as investment advice.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. Any past performance of Sculptor Capital or any Fund or portfolio company discussed in this video is not necessarily indicative of the performance of any other Fund, portfolio company or of Sculptor Capital as a whole, and you should not assume that investments in the future will be profitable or will equal the performance of past investments.
DO NOT RELY ON ANY OPINIONS, PREDICTIONS OR FORWARD-LOOKING STATEMENTS CONTAINED HEREIN. Certain of the information contained in this video may constitute “forward-looking statements” that are inherently unreliable and actual events or results may differ materially from those reflected or contemplated herein. “Forward-looking statements” often include words such as “anticipates,” “estimates,” “projects,” “intends,” “plans,” “believes,” and terms of similar substance. Forward-looking statements are inherently susceptible to uncertainty and changes in circumstances and actual results may diverge materially from those in Sculptor Capital’s forward-looking statements. None of Sculptor Capital or any of its representatives makes any assurance as to the accuracy of any such predictions or forward-looking statements. Sculptor Capital expressly disclaims any obligation or undertaking to update or revise any such forward-looking statements.
Any views or opinions expressed herein reflect the views and opinions of the participants as of the date it was recorded and such views and opinions are subject to change without notice. Sculptor Capital has no obligation to update the information contained herein.
EXTERNAL SOURCES. Certain information contained herein may be based on or derived from information provided by independent third-party sources. Although Sculptor Capital believes such information is accurate and the sources from which it has been obtained are reliable, we have not independently verified the assumptions on which such information is based and therefore make no representation as to its accuracy or completeness.
THIS VIDEO MAY NOT BE COPIED, QUOTED OR REFERENCED WITHOUT SCULPTOR CAPITAL’S PRIOR WRITTEN CONSENT.