EFTA01384526Set 10
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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
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obtain 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 ... 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
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HUBUS133 Alpha Group Capital
HUDSON
BAY
Appendix
CAPITAL
Senior Management Biographies
1,
Paul Sargen Steven Petersen Scott Black
Chief Financial Officer General Counsel I Chief Corn pliarce Officer
Chief Risk ... Office,
Mr. Petersen is Hudson Bay's Chief Financial Officer Mr. Black is the General Counsel and Chief Compliance
Mr. Sargen is the Chief Risk Officer at Hudson Bay
where ... responsible for managng Hudson Bay's Officer at Hudson Bay. Before joining Hudson Bay in
Capital Management LP responsible for supporting
accounting, finance, operations, and financial and tax October
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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 ... resolve any
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 ... other 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
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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
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EFTA01384529Set 10
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Although 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 ... partnership, has 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 ... families of such persons and trusts or other entities for their benefit
(collectively, the "Hudson Bay Insiders"). The Institutional Investor and the Hudson Bay
Insiders have made capital commitments
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portfolios. 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 ... 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 ... such 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
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HUBUS133 Alpha Group Capital
Conflicts ofInterest
The Hudson Bay Parties provide investment management services to Other Accounts,
which may have investment objectives, strategies and positions that are similar ... 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 ... Fund 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
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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 ... account. (See 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 ... compensated for 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
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Proceedings is 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 ... 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
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factors 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 ... introduction, 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
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EFTA01384521Set 10
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From: Andrew Kin
Sent: 8/30/2018 4:15:08 PM
To:
CC: Stewart Oldfield
Subject: Hudson Bay
Attachments: Hudson Bay Factsheet July 2018 Final.pdf; HUBUS133 Alpha Group Capital.zip
Paul,
Stew ... might have interest in a manager that was recently added to our platform: Hudson Bay.
Hudson Bay is a multi-strategy hedge fund with $2.8BN AUM and 17 portfolio ... guarantee offuture performance and this information is not a guarantee of Hudson Bay's
performance. 027604.082318
Best regards,
Andrew King
Andrew King, CFA
Vice President I Investment Solutions Group
Deutsche
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01384521.pdf