EFTA01384526Set 10
2018-01-311p496w
HUBUS133 Alpha Group Capital
Item 4. Advisory Business
Hudson Bay Capital Management LP ("Hudson Bay Capitarl), a Delaware limited
partnership, is an alternative asset management firm founded ... Sander Gerber.
Mr. Gerber is Hudson Bay Capital's principal owner and the managing member of
Hudson Bay Capital's general partner. Hudson Bay Capital provides investment
management services ... also provide investment management services to one or more
separately managed accounts, although Hudson Bay Capital does not currently provide
management services to any managed account.
As of January
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384526.pdf
Illiquidity can also disconnect market values
from the historical pricing indicators used in Hudson Bay Capital's investment analysis.
Fraud
Of paramount concern in investments is the possibility of material ... valuation of the collateral underlying an
investment or cause funds to be misappropriated. Hudson Bay Capital relies upon the
accuracy and completeness of representations made by counterparties and issuers ... representations to be reasonable, but cannot guarantee such
accuracy or completeness.
Cybersecurity Risk
Hudson Bay Capital processes, stores and transmits large amounts of electronic
information, including information relating
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384554.pdf
such services — unlike in the case of any "soft dollar" services obtained by
Hudson Bay Capital — would generally constitute incremental expenses to the Multi-Strat
Funds. Such "soft dollar" services ... Multi-Strat
Fund, consents to such "soft dollar" arrangements and, if applicable, to Hudson Bay
Capital consenting to such arrangements on behalf of the Multi-Strat Fund.
Also, consistent with ... services obtained with "soft
dollars" generated by a Fund may be used by Hudson Bay Capital to service one or more
Other Accounts, including Accounts that may not have paid
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384574.pdf
HUBUS133 Alpha Group Capital
could come into conflict with Hudson Bay Capital's business. If such a conflict arises,
the principals are not required to subordinate the interests ... such conflicts in a manner that they believe is fair and reasonable. Hudson Bay Capital,
its affiliates and its employees may give advice or take action for their own accounts ... securities
held by or potentially considered for purchase by the Fund.
Principal Transactions
Hudson Bay Capital will not, directly or indirectly, while acting as principal for its own
account, knowingly
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384572.pdf
HUBUS133 Alpha Group Capital
Order Aggregation andAverage Pricing
When Hudson Bay Capital determines that more than one Account should participate in
an investment, Hudson Bay Capital will seek to execute ... actually acquired may
be allocated among the different Accounts on any basis which Hudson Bay Capital
considers equitable. As a result of the foregoing considerations, Hudson Bay Capital ... such trade.
Pursuant to the exculpation and indemnification provided by the Funds to Hudson Bay
Capital, Hudson Bay Capital will generally not be liable to the Funds
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384576.pdf
Illiquidity can also disconnect market values from the
historical pricing indicators used in Hudson Bay Capital's investment analysis.
Fraud
Of paramount concern in investments is the possibility of material ... valuation of the collateral underlying an
investment or cause funds to be misappropriated. Hudson Bay Capital relies upon the
accuracy and completeness of representations made by counterparties and issuers ... representations to be reasonable, but cannot guarantee such
accuracy or completeness.
Cybersecurity Risk
Hudson Bay Capital processes, stores and transmits large amounts of electronic
information, including information relating
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384542.pdf
HUBUS133 Alpha Group Capital
Bay Capital will from time to time cause the Capital Structure Fund to make
opportunistic investments in other types of securities and transactions.
The Capital Structure ... material
limitations on the markets, strategies, instruments or countries in which Hudson Bay
Capital may trade on behalf of the Capital Structure Fund, and the Capital Structure Fund ... portfolio evolves as new market
sectors, instruments, strategies and techniques are incorporated by Hudson Bay Capital
and others are discontinued or modified. The Capital Structure Fund's portfolio
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384549.pdf
obtaining insurance for members, officers and employees of the
General Partner and Hudson Bay Capital and members of the Master Capital Structure
Fund board of directors and the board ... Structure Fund and the various Other
Accounts in a manner as determined by Hudson Bay Capital in its sole discretion to be
fair and reasonable, in accordance with Hudson Bay ... such case, any fixed asset-based fees and/or performance-based
compensation due to Hudson Bay Capital or its affiliates will reduce the Capital Structure
Management Fee and/or Incentive Allocation payable
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384533.pdf
access
to and the progress of Appraisal Proceedings.
Conflicts of interest arise when Hudson Bay Capital makes decisions on behalf of the
Corporate Value Fund with respect to matters where ... interests ofHudson Bay Capital
or one or more Other Accounts differ from the interests of the Corporate Value Fund. It
is possible, for example, that an Other Account could have ... with respect to a given Corporate
Event, creating a conflict of interest for Hudson Bay Capital in determining whether to
accept the Transaction Price, file an Appraisal Proceeding
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384565.pdf
HUESUS133 Alpha Group Capital
Item 13. Review of Accounts
Review ofAccounts
Hudson Bay Capital will review, as pertinent, each Client's portfolio holdings to
determine that the investments held ... Side Letters, Item 4,
above.)
Item 14. Client Referrals and Other Compensation
Hudson Bay Capital does not currently have any arrangements with third parties whereby
such third parties are compensated ... client referrals.
In the event Hudson Bay Capital enters into compensation arrangements with third party
solicitors for new advisory business, any such solicitation arrangements will comply with
Rule
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384577.pdf
EFTA01384529Set 10
2022-12-311p474w
certain investors may invest with
different material terms, the Capital Structure Fund and Hudson Bay Capital generally
will only offer such terms if they reasonably believe other investors ... been organized for the
Institutional Investor and certain of the General Partner, Hudson Bay Capital, any of their
respective owners, members, partners, directors, officers, and employees, members of the
immediate ... acquired by the Corporate Value
Fund in the market or (ii) Hudson Bay Capital's analysis indicates that the buyout or
merger consideration (the "Transaction Price") agreed to between
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384529.pdf
fundamental to the Strategy, and these are
outcomes that are inherently uncertain. Hudson Bay Capital could have successfully
identified a Corporate Event in which the Transaction Price was materially below ... Corporate Value Fund's legal
representation, judicial discretion and/or other factors. Even if Hudson Bay Capital's
investment analysis of a transaction is accurate, this by no means assures ... numerous factors
which are not only unpredictable by, but also perhaps unknown to, Hudson Bay Capital.
In addition, the expense of prosecuting claims, for which there is no guarantee
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384564.pdf
that are deemed appropriate to consider under the
circumstances. In selecting broker-dealers, Hudson Bay Capital need not solicit
competitive bids and has no obligation to seek the lowest available ... commission cost.
Hudson Bay Capital does not always negotiate "execution only" commission rates and
may, in its sole discretion, determine that the amount of commissions charged by a
broker-dealer ... marketing assistance, and consulting with respect to
technology, operations, equipment and office space. Hudson Bay Capital may have an
incentive to select a broker-dealer based on its interest
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384573.pdf
events, repurchase plans, restructurings, impending
maturities or put rights and the like. If Hudson Bay Capital identifies the potential for
such an event to occur or not to occur ... understanding of certain rights or lack of rights attendant to such position that Hudson
Bay Capital may believe have not been reflected in the market price for an instrument.
Hudson ... Bay Capital may, on the basis of its analysis, enter into a long or short position
(hedged or unhedged, as it deems appropriate). Such positions may relate to Hudson Bay
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384551.pdf
Such valuations will affect the Multi-
Strat Management and Incentive Fees received by Hudson Bay Capital and its affiliates.
The values of the Multi-Strat Funds' positions are based ... valuation agent and
other third-party valuation agents as well as Hudson Bay Capital, in their good faith
judgment. To the extent that there is a pricing uncertainty beyond acceptable ... tolerances,
the final authority ultimately rests with Hudson Bay Capital to resolve such uncertainty.
Hudson Bay Capital will not bear any liability if a price, reasonably believed
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384548.pdf