Sculptor Advisors Llc

Event Detail: OZ AFRICA AGREED TO PLEAD GUILTY TO ONE CRIMINAL COUNT, A FELONY CONSISTING OF CONSPIRACY TO VIOLATE THE ANTI-BRIBERY PROVISIONS OF THE FCPA RELATING TO THE PAYMENTS TO GOVERNMENT OFFICIALS DESCRIBED IN MORE DETAIL IN ITEM 5 BELOW. OCH-ZIFF WAS CHARGED UNDER THE DPA (DEFINED IN ITEM 4 BELOW) WITH FOUR CRIMINAL COUNTS, EACH A FELONY, COMPRISING TWO COUNTS OF CONSPIRACY TO VIOLATE THE ANTI-BRIBERY PROVISIONS OF THE FCPA AND ONE COUNT EACH OF VIOLATING THE FCPA PROVISIONS RELATING TO (I) BOOKS AND RECORDS AND (II) INTERNAL CONTROLS. AS DESCRIBED IN MORE DETAIL IN ITEM 5 BELOW, THESE CHARGES ALL RELATED TO HEDGE FUNDS, PRIVATE EQUITY FUNDS AND INVESTMENT VEHICLES MANAGED BY THE REGISTRANT OR ITS AFFILIATES. Status: Final Disposition: ON SEPTEMBER 29, 2016, OZ AFRICA AGREED TO PLEAD GUILTY TO THE VIOLATION OF THE ANTI-BRIBERY PROVISIONS OF THE FCPA DESCRIBED UNDER ITEM 3 ABOVE AND, UNDER A DEFERRED PROSECUTION AGREEMENT (THE "DPA") WITH THE DOJ AND THE U.S. ATTORNEY'S OFFICE FOR THE EASTERN DISTRICT OF NEW YORK (TOGETHER WITH DOJ, THE "OFFICES"), THE OFFICES AGREED TO DEFER PROSECUTION OF THE CRIMINAL CHARGES PENDING THE COMPLETION OF CERTAIN OBLIGATIONS UNDERTAKEN BY OCH-ZIFF UNDER THE DPA, INCLUDING (I) PAYMENT OF A PENALTY OF $213,055,689; (II) RETENTION OF A COMPLIANCE MONITOR FOR 3 YEARS (SUBJECT TO EARLY TERMINATION OR EXTENSION); AND (III) CONTINUED COOPERATION WITH GOVERNMENTAL INVESTIGATIONS. THE PENALTY WAS PAID IN FULL ON 10/7/16. PURSUANT TO THE DPA, 6 MONTHS AFTER COMPLETION OF THOSE OBLIGATIONS AND EXPIRATION OF THE DPA, THE OFFICES WILL SEEK DISMISSAL OF THE CHARGES WITH PREJUDICE. ON 1/23/20, OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC ENTERED INTO AN AMENDMENT TO ITS DPA THAT EXTENDS THE TERM OF THE DPA UNTIL 61 DAYS AFTER THE ENTRY OF A FINAL JUDGMENT BY THE EASTERN DISTRICT OF NEW YORK ( "COURT"). ON NOVEMBER 4, 2020, IN U.S. V. OZ AFRICA MANAGEMENT GP, LLC, CR. NO. 16-515 (NGG) (EDNY) ("AFRICO MATTER"), THE COURT ORDERED RESTITUTION CONSISTENT WITH THE SETTLEMENT AGREEMENT BETWEEN OZ AFRICA MANAGEMENT GP, LLC ("OZ AFRICA") AND FORMER SHAREHOLDERS OF AFRICO RESOURCES LTD., AND IMPOSED A SENTENCE CONSISTENT WITH THE SETTLEMENT AGREEMENT BETWEEN OZ AFRICA AND THE OFFICES. PER THE COURT'S SENTENCE AND SETTLEMENT AGREEMENT, OZ AFRICA PAID APPROXIMATELY $138 MILLION TO FORMER SHAREHOLDERS OF AFRICO RESOURCES LTD. ON NOVEMBER 3, 2020, THE OFFICES AGREED TO TERMINATE THE DPA UPON CERTAIN CONDITIONS. THE DPA WAS TERMINATED SHORTLY THEREAFTER. Summary: THE CHARGES RELATE TO PAYMENTS TO GOVERNMENT OFFICIALS TO OBTAIN INVESTMENTS BY A FOREIGN SOVEREIGN WEALTH FUND IN CERTAIN HEDGE FUNDS MANAGED BY THE REGISTRANT OR ITS AFFILIATES IN 2007 AND SIMILAR PAYMENTS RELATING TO PRIVATE INVESTMENTS IN AFRICA BETWEEN 2007 AND 2011 BY PRIVATE EQUITY FUNDS AND INVESTMENT VEHICLES MANAGED BY THE REGISTRANT OR ITS AFFILIATES. THE INDIVIDUALS DIRECTLY RESPONSIBLE FOR MAKING THESE PAYMENTS ARE NO LONGER EMPLOYED BY THE REGISTRANT. THE INVESTIGATION RELATING TO THESE EVENTS RESULTED IN THE GUILTY PLEA BY OZ AFRICA AND THE DPA DESCRIBED ABOVE.

Allegations: THE EXECUTION OF AN EXCHANGE FOR RELATED POSITION ("EFRP") TRANSACTION IN WHICH THE RELATED POSITION WAS TRANSITORY IN NATURE AND, THEREFORE, WAS NOT A BONA FIDE EFRP. Status: Final Sanction Detail: A $15,000 FINE TO BE PAID BY SCULPTOR CAPITAL PROMPTLY AFTER THE SETTLEMENT WAS AGREED TO. NO PORTION OF THE FINE WAS WAIVED. Summary: ON SEPTEMBER 7, 2016, A PANEL OF THE CME BUSINESS CONDUCT COMMITTEE FOUND THAT, ON JUNE 23, 2014, SCULPTOR CAPITAL VIOLATED CME RULE 538.A BY EXECUTING AN EFRP TRANSACTION IN WHICH THE RELATED POSITION TRANSACTION WAS ESTABLISHED AND OFFSET BUT THE RELATED POSITION TRANSACTION WAS NOT EXPOSED TO MARKET RISK, RESULTING IN A TRANSITORY EFRP. AN OFFER OR SETTLEMENT WAS APPROVED BY A PANEL OF THE CME BUSINESS CONDUCT COMMITTEE ON SEPTEMBER 7, 2016, IN WHICH SCULPTOR CAPITAL NEITHER ADMITTED NOR DENIED THE RULE VIOLATION ON WHICH THE PENALTY WAS BASED. PROMPTLY THEREAFTER, SCULPTOR CAPITAL PAID IN FULL A FINE OF $15,000 IN CONNECTION WITH THE SETTLEMENT.

Allegations: IN APRIL 2014, OZME, A RELYING ADVISER OF OZ MANAGEMENT LP (TOGETHER WITH OZME, THE "FIRM") SUBSCRIBED FOR A TOTAL OF 24,000,000 SHARES OF A SECONDARY OFFERING OF EUROBANK ERGASIAS S.A., A GREEK LISTED ISSUER ("EUROBANK"). THE TRADE DATE FOR THIS TRANSACTION WAS APRIL 30, 2014, WITH A SETTLEMENT DATE OF MAY 8, 2014, AND THE EUROBANK SHARES STARTED TRADING IN THE MARKET ON MAY 9, 2014. OZME SUBSEQUENTLY SOLD SOME OF THE LONG POSITION IN THE EUROBANK SHARES, WITH A TRADE DATE OF MAY 6, 2014 AND A SETTLEMENT DATEOF MAY 9, 2014 (THE "SALE TRANSACTION"). OZME TIMELY DELIVERED THE SHARES ON MAY 9, 2014. THE HCMC ALLEGES THAT THE SALE TRANSACTION AMOUNTED TO AN UNCOVERED SHORT SALE IN BREACH OF THE EU SSR. Sanction Detail: ON MAY 30, 2018, 11 OF THE 12 FUNDS THAT PARTICIPATED IN THE EUROBANK PLACEMENT WERE FINED 324,000 EURO, BUT EXPECT TO PAY A TOTAL FINE OF 260,000 EURO DUE TO THE SETTLEMENT DISCOUNT. THE FIRM DOES NOT EXPECT THE 12TH FUND TO BE FINED FOR THE REASON INDICATED ABOVE. THE FIRM NOTIFIED THE HCMC OF ITS DECISION NOT TO APPEAL THE FINE. WHILE WE CONTINUE TO STRONGLY BELIEVE THE RELEVANT TRADES WERE FULLY COMPLIANT WITH THE EU SSR, THE FIRM'S DECISION TO FOREGO THE OPPORTUNITY TO APPEAL AND AGREE TO PAY THE FINE ASSOCIATED WITH THE ALLEGED VIOLATION WILL (I) ALLOW THE FIRM TO AVOID THE LEGAL COST OF PURSUING AN APPEAL AND (II) ALLOW THE FIRM TO TAKE ADVANTAGE OF A 20% DISCOUNT ON THE FINE OFFERED BY THE HCMC TO ANY PARTY WHICH AGREES TO ACCEPT THEIR DECISION. THE FIRM AWAITS PAYMENT INSTRUCTIONS FROM THE HCMC OR RELEVANT AUTHORITY IN GREECE IN ORDER TO PAY THE FINE. THE FIRM'S CLIENTS WILL NOT BEAR ANY COST ASSOCIATED WITH THE FINE LEVIED BY THE HCMC. Summary: ON MAY 30, 2018, 11 OF THE 12 FUNDS THAT PARTICIPATED IN THE EUROBANK PLACEMENT WERE FINED 324,000 EURO, BUT EXPECT TO PAY A TOTAL FINE OF 260,000 EURO DUE TO THE SETTLEMENT DISCOUNT. THE FIRM DOES NOT EXPECT THE 12TH FUND TO BE FINED FOR THE REASON INDICATED ABOVE. THE FIRM NOTIFIED THE HCMC OF ITS DECISION NOT TO APPEAL THE FINE. WHILE WE CONTINUE TO STRONGLY BELIEVE THE RELEVANT TRADES WERE FULLY COMPLIANT WITH THE EU SSR, THE FIRM'S DECISION TO FOREGO THE OPPORTUNITY TO APPEAL AND AGREE TO PAY THE FINE ASSOCIATED WITH THE ALLEGED VIOLATION WILL (I) ALLOW THE FIRM TO AVOID THE LEGAL COST OF PURSUING AN APPEAL AND (II) ALLOW THE FIRM TO TAKE ADVANTAGE OF A 20% DISCOUNT ON THE FINE OFFERED BY THE HCMC TO ANY PARTY WHICH AGREES TO ACCEPT THEIR DECISION. THE FIRM AWAITS PAYMENT INSTRUCTIONS FROM THE HCMC OR RELEVANT AUTHORITY IN GREECE IN ORDER TO PAY THE FINE. THE FIRM'S CLIENTS WILL NOT BEAR ANY COST ASSOCIATED WITH THE FINE LEVIED BY THE HCMC.

Allegations: ON JULY 14, 2015, IN SETTLEMENT OF AN ADMINISTRATIVE PROCEEDING, THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") ENTERED A CEASE-AND-DESIST ORDER AGAINST OZ MANAGEMENT, LP ("OZ MANAGEMENT"). THE SEC FOUND THAT OZ MANAGEMENT CAUSED SEVERAL OF ITS PRIME BROKERS TO VIOLATE THEIR LEGAL OBLIGATIONS TO MAINTAIN ACCURATE BOOKS AND RECORDS IN ACCORDANCE WITH SECTION 17(A) OF THE U.S. SECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AND RULES THEREUNDER. OZ MANAGEMENT SENT, BETWEEN JANUARY 2008 AND DECEMBER 2013, TRADE FILES THAT IDENTIFIED TRADES BASED NOT ON THE RELEVANT FUND'S OVERALL NET POSITION IN THE SECURITY, BUT RATHER ON THE NET POSITION OF THE FUND IN SUCH SECURITY WITH THE RELEVANT PRIME BROKER. THE SEC ALSO FOUND THAT, IN MARCH 2011, OZ MANAGEMENT VIOLATED RULE 105 OF REGULATION M OF THE EXCHANGE ACT, AS A RESULT OF A COMPLIANCE ASSOCIATE'S MISCALCULATION OF THE RULE 105 RESTRICTED PERIOD, BY PURCHASING SHARES IN A PUBLIC OFFERING AFTER IT HAD SOLD SHARES OF THE SAME TYPE SHORT DURING THE RULE 105 RESTRICTED PERIOD. Status: Final Sanction Detail: OZ MANAGEMENT AGREED TO PAY A CIVIL MONEY PENALTY OF $4.25 MILLION, DISGORGEMENT OF $214,380 AND PREJUDGMENT INTEREST OF $29,047. THESE AMOUNTS WERE PAID IN FULL ON JULY 15, 2015. IN ADDITION, OZ MANAGEMENT WAS ORDERED TO CEASE AND DESIST FROM CAUSING ANY FUTURE VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULES 17A-3(A)(3) AND 17A-25 THEREUNDER AND FROM COMMITTING OR CAUSING ANY VIOLATIONS OR FUTURE VIOLATIONS OF RULE 105 OF REGULATION M OF THE EXCHANGE ACT. Summary: THE ORDER WAS ENTERED ON JULY 14, 2015 AND IS FINAL.

Allegations: THE SEC ENTERED A CEASE-AND-DESIST ORDER BY CONSENT AGAINST THE REGISTRANT, OCH-ZIFF, AND DANIEL S. OCH ("OCH") AND JOEL M. FRANK ("FRANK"), OCH-ZIFF'S CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER, RESPECTIVELY, WITHOUT EITHER OF THE INDIVIDUAL RESPONDENTS' ADMITTING OR DENYING THE FINDINGS IN THE ORDER. THE ORDER RELATED TO PAYMENTS TO GOVERNMENT OFFICIALS TO OBTAIN INVESTMENTS BY A FOREIGN SOVEREIGN WEALTH FUND IN CERTAIN HEDGE FUNDS MANAGED BY THE REGISTRANT OR ITS AFFILIATES IN 2007 AND SIMILAR PAYMENTS RELATING TO PRIVATE INVESTMENTS IN AFRICA BETWEEN 2007 AND 2011 BY PRIVATE EQUITY FUNDS AND INVESTMENT VEHICLES MANAGED BY THE REGISTRANT OR ITS AFFILIATES. THE INDIVIDUALS DIRECTLY RESPONSIBLE FOR MAKING THESE PAYMENTS ARE NO LONGER EMPLOYED BY THE REGISTRANT. THE ORDER FINDS THAT (I) OCH-ZIFF VIOLATED SECTIONS 13(B)(2)(A), 13(B)(2)(B) AND 30A OF THE EXCHANGE ACT, AND (II) THE REGISTRANT VIOLATED SECTIONS 206(1), 206(2) AND 206(4) AND RULE 206(4)-8 OF THE ADVISERS ACT. IN ADDITION, THE ORDER STATES THAT FRANK WAS A CAUSE OF VIOLATIONS OF SECTIONS 13(B)(2)(A) AND 13(B)(2)(B) OF THE EXCHANGE ACT AND THAT OCH WAS A CAUSE OF VIOLATIONS OF SECTION 13(B)(2)(A) OF THE EXCHANGE ACT. THE SAME EVENTS GAVE RISE TO THE GUILTY PLEA AND DEFERRED PROSECUTION AGREEMENT (THE "DPA") DESCRIBED IN THE REGISTRANT'S CRIMINAL DISCLOSURE REPORTING PAGES. Status: Final Sanction Detail: THE ORDER CENSURED OCH-ZIFF AND THE REGISTRANT PURSUANT TO SECTION 21C OF THE EXCHANGE ACT AND SECTIONS 203(E) AND (K) OF THE ADVISERS ACT AND REQUIRES (1) OCH-ZIFF TO CEASE AND DESIST FROM COMMITTING OR CAUSING VIOLATIONS OF SECTIONS 13(B)(2)(A), 13(B)(2)(B) AND 30A OF THE EXCHANGE ACT, (2) THE REGISTRANT TO CEASE AND DESIST FROM COMMITTING OR CAUSING VIOLATIONS OF SECTIONS 206(1), 206(2) AND 206(4) AND RULE 206(4)-8 OF THE ADVISERS ACT, (3) FRANK TO CEASE AND DESIST FROM COMMITTING OR CAUSING VIOLATIONS OF SECTIONS 13(B)(2)(A) AND 13(B)(2)(B) OF THE EXCHANGE ACT, AND (4) OCH TO CEASE AND DESIST FROM COMMITTING OR CAUSING VIOLATIONS OF SECTION 13(B)(2)(A) OF THE EXCHANGE ACT. IN ADDITION, THE ORDER REQUIRES OCH-ZIFF AND THE REGISTRANT TO PAY DISGORGEMENT OF $173,186,178 AND PREJUDGMENT INTEREST OF $25,858,989, AND REQUIRES OCH TO PAY DISGORGEMENT OF $1,900,000 AND PREJUDGMENT INTEREST OF $273,718. THESE AMOUNTS WERE PAID IN FULL ON OCTOBER 11, 2016. A ONE-TIME $173,186,178 PENALTY WAS DEEMED SATISFIED BASED UPON OCH-ZIFF'S PAYMENT OF THE PENALTY IN THE AMOUNT OF $213,055,689 PURSUANT TO THE DPA, AS DESCRIBED ABOVE. THE AMOUNT OF CIVIL PENALTIES, IF ANY, IMPOSED AGAINST MR. FRANK WILL BE DETERMINED IN FUTURE RELATED SEC PROCEEDINGS. UNDER THE SETTLEMENT, OCH-ZIFF AND THE REGISTRANT UNDERTAKE TO IMPLEMENT ENHANCED INTERNAL ACCOUNTING CONTROLS AND POLICIES, TO SEPARATE THE CHIEF COMPLIANCE OFFICER FROM OTHER OFFICER POSITIONS AND TO ENGAGE AN INDEPENDENT COMPLIANCE MONITOR FOR THREE YEARS, SUBJECT TO EARLY TERMINATION OR EXTENSION. OCH-ZIFF, THE REGISTRANT, OCH AND FRANK UNDERTAKE TO COOPERATE IN FUTURE RELATED SEC PROCEEDINGS. Summary: IN SETTLEMENT OF THIS MATTER, THE REGISTRANT, OCH-ZIFF, OCH AND FRANK AGREED TO THE ISSUANCE OF THE ORDER WHICH MADE THE FINDINGS DESCRIBED ABOVE IN ITEM 7 AND PROVIDED FOR THE SANCTIONS DESCRIBED ABOVE IN ITEM 12. THE ORDER WAS ISSUED BY THE SEC ON SEPTEMBER 29, 2016 AND IS FINAL. AS DESCRIBED ABOVE IN ITEM 12, THE ORDER PROVIDED THAT THE AMOUNT OF CIVIL PENALTIES, IF ANY, IMPOSED AGAINST MR. FRANK WILL BE DETERMINED IN FUTURE RELATED SEC PROCEEDINGS. ON MARCH 16, 2021, THE SEC ORDERED FRANK TO PAY $35,000 IN CIVIL PENALTIES. THE MATTER IS NOW CLOSED.