To request access to our investor portal hosted by our administrator (the “Investor Portal”), you must provide the information requested below and acknowledge your agreement to the terms set forth below (the “agreement”). Once you have submitted your request, HBK Investments L.P. or one of its affiliates (collectively, “HBK,” “we,” “us,” or “our”) will evaluate your request and may contact you to discuss the status of your request. If you have any questions, please contact our Investor Relations department at (214) 758-6108 or firstname.lastname@example.org
You may only review information on the Investor Portal in connection with an existing or prospective investment by you, your organization or one or more of your affiliates or advisory clients (“Investors”) in a fund managed by HBK. Each of the Investors is (check all that apply):
Access to the Investor Portal must be strictly limited under applicable law. HBK provides access to the Investor Portal only to persons whom we believe to be qualified, based on (a) representations made in this agreement; (b) our prior relationship; and (c) other relevant information. By acknowledging your agreement below, you confirm that each Investor is an “accredited investor” under the U.S. Securities Act of 1933 and a “qualified purchaser” under the U.S. Investment Company Act of 1940. In general, this requires that each Investor is one of the following:
an individual who owns (together with his or her spouse) at least $5 million of liquid investments, net of any offsetting indebtedness;
an entity owned solely by closely related family members (and their estates, foundations or trusts) that owns at least $5 million of liquid investments, net of any offsetting indebtedness;
an entity that owns and invests on a discretionary basis at least $25 million of liquid investments, net of any offsetting indebtedness; or
an entity owned solely by persons who satisfy one of the foregoing requirements.
You acknowledge and agree as follows:
You will access the Investor Portal at your own initiative and you are responsible for compliance with any laws or regulations related to visiting the Investor Portal or accessing any information contained on the Investor Portal;
We have not and are not soliciting any action based upon the material contained on our Website or the Investor Portal;
The material on our Website or the Investor Portal is not, and shall not be considered to be, an offer to sell or a solicitation of an offer to buy any product, security or service;
No security or product is offered or will be sold in any jurisdiction in which such offer or sale would be unlawful under the securities or other laws of such jurisdiction;
Our investment programs involve substantial risk, including the risk of complete loss, and there can be no assurance that our investment objectives will be achieved; and
Past performance is not an indication of future performance.
Materials on the Investor Portal, together with any other written or oral information provided to you by HBK that is confidential, proprietary or otherwise not generally available to the public, constitutes “Confidential Information” hereunder. You will not disclose or distribute any Confidential Information to any Person other than to your employees, advisors and agents and those of your client Investors (if applicable) who need to know the Confidential Information in connection with evaluating or monitoring an investment with us (collectively, your “Agents”). Neither you nor your Agents or affiliates will use the Confidential Information for any purpose except to evaluate or monitor an investment with us. As used herein, “Person” means any individual, corporation, partnership, government department or agency or other entity.
You specifically acknowledge that your user name and password for the Investor Portal is “Confidential Information” hereunder. HBK is committed to protecting its Confidential Information in order to preserve its value to our investors and to comply with applicable legal requirements. Sharing your user name or password with individuals outside your organization violates this agreement and our trust. As a precaution, we and our administrator may review the internet domain names and IP addresses of visitors to the Investor Portal and compare this information to the associated user names and passwords.
Confidential Information does not include information that (a) is generally available to the public, other than as a result of unauthorized disclosure by you or your Agents or affiliates; (b) was known to you prior to your receipt of such information from HBK; (c) becomes available to you from a third party who, to the best of your knowledge, following due inquiry, is not under any contractual, fiduciary or legal obligation not to disclose such information; or (d) is independently developed by you without use of the Confidential Information. Confidential Information includes any analyses, compilations, studies or other documents prepared by you or your Agents that contain or otherwise reflect Confidential Information furnished by HBK.
Notwithstanding the foregoing, you may disclose or retain Confidential Information if such disclosure or retention is (a) required by a regulatory body having jurisdiction over you; (b) required in order to comply with applicable law or legal or regulatory process; or (c) approved by HBK in advance. Before disclosing Confidential Information pursuant to the preceding paragraph, you will, unless legally prohibited from doing so, or unless not reasonably practicable to do so, (x) notify HBK of your intention to disclose Confidential Information and the reasons for such disclosure; (y) consult with HBK on the advisability of taking steps to resist or narrow the requested disclosure; and (z) if disclosure is required, cooperate with HBK (at HBK’s expense) in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of the Confidential Information.
Your obligations under this agreement apply to you, your Agents and any affiliate of yours or your Agents that receives Confidential Information. You are responsible for taking appropriate action (by instructions, agreement or otherwise) to require your Agents and such affiliates to satisfy such obligations, and you will be responsible and liable for any breach of this agreement by your Agents or such affiliates. All Confidential Information will remain the property of HBK. Nothing contained in this agreement should be construed as granting or conferring any rights, by license or otherwise, in the Confidential Information, except as expressly set forth herein. At HBK’s request, except where it may conflict with federal or state record retention rules governing investment advisors, you and your Agents will immediately return to HBK or destroy all copies of the Confidential Information, but the return or destruction of such Confidential Information will not relieve you or your Agents of any other obligations under this agreement..
Obligation to Update Information
You covenant and agree to promptly notify us in writing if there is any change with respect to any of the information provided or representations made in this agreement and to provide us with such further information with respect to such change as we may reasonably require.
Important Notice Regarding Materials Posted Prior to November 4, 2022
Certain documents provided through the investor portal are examples of historical investor reporting materials that HBK Capital Management (“HBK”) provided to actual investors in the applicable private fund(s) specified therein. Specifically, any documents in the investor portal that are dated or were otherwise posted prior to November 4, 2022 (collectively, the “Historical Materials”) were created and disseminated by HBK prior to the date on which HBK adopted policies and procedures to comply with the 2021 amendments to Investment Advisers Act Rule 206(4)-1. These Historical Materials are being provided solely for purposes of due diligence, and accessing the investor portal is deemed to indicate a request for the Historical Materials by the recipient. These Historical Materials do not constitute an offer of advisory services or an offer to purchase securities of any kind. Historical Materials are current solely as of the dates indicated therein, and statements or other information contained in such materials may not reflect subsequent developments or updated figures. Additional information regarding any performance information provided in the Historical Materials is available from HBK Investor Relations upon request, and current or prospective investors should not rely upon Historical Materials in connection with an investment decision. Historical Materials are confidential, and dissemination of such documents or any information contained therein is strictly prohibited without the advance written consent of HBK.
This agreement and any issues or disputes arising out of or relating hereto are governed by the laws of the United States of America and the State of Texas without regard to its rules on conflicts of law. Any lawsuit, legal action or the like which you bring and which arises out of or relates to this agreement or the Website must be filed in the state or Federal courts located in Dallas County, Texas, and you consent to the personal jurisdiction of such courts.
HBK may suffer irreparable harm in the event you breach this agreement, and monetary damages may be inadequate to compensate for such breach. Therefore, in addition to any other remedies available to it at law or in equity, HBK is entitled to injunctive relief to enforce this agreement without the requirement of posting a bond. If HBK prevails in any action arising out of or relating to this agreement, you will reimburse HBK for all costs and expenses reasonably incurred by it in connection therewith, including without limitation reasonable attorneys’ fees and expenses. No modification of this agreement will be effective unless in writing and signed by you and HBK. No waiver of any provision of this agreement will be effective unless signed by the waiving party..