Hudson Bay Capital Management LP

Hudson Bay Capital Management LP (“Hudson Bay Capital”) 1, a Delaware limited partnership, is an alternative asset management firm founded in 2005 by 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 on a discretionary basis to privately offered investment vehicles (each a “Fund” and collectively, the “Funds”). In addition to the Funds, Hudson Bay Capital acts as a sub-advisor to SALI Fund Management, LLC with respect to the Hudson Bay Insurance Dedicated Fund Series of the SALI Multi-Series Fund V, L.P. (the “Hudson Bay IDF”). The only investors eligible to invest in the Hudson Bay IDF are segregated accounts (“Separate Accounts”) of insurance companies that meet certain regulatory requirements (“Insurance Company Investors”) and insurance dedicated funds whose sole investors are Insurance Company Investors (collectively, “Eligible Investors”). The Separate Accounts fund certain variable life and variable annuity contracts issued by the Eligible Investors to insurance policy owners. The Hudson Bay IDF invests a substantial portion of its assets in the Funds. In the future, Hudson Bay Capital may provide the same or similar services to separately managed accounts (such accounts, together with the Funds and the Hudson Bay IDF, referred to herein as the “Clients”). Hudson Bay Capital’s main office is located in Stamford, Connecticut. It also has office locations in Florida, California and New York. Hudson Bay Capital has several foreign affiliates, each of which operates as a sub-adviser to Hudson Bay Capital with respect to certain Funds. The office of Hudson Bay Capital’s affiliate, Hudson Bay Capital UK LLP (“HBC UK”), is located in London, United Kingdom. HBC UK is authorized and regulated by the UK Financial Conduct Authority (“FCA”) as a Markets in Financial Instruments Directive firm. The office of Hudson Bay Capital’s affiliate, Hudson Bay Capital Management (DIFC) Ltd. (“HBC Dubai”), is located in Dubai, United Arab Emirates. HBC Dubai is licensed by the Dubai Financial Services Authority to operate as an authorized firm in Dubai. The office of Hudson Bay Capital’s affiliate, Hudson Bay Capital Management (Hong Kong) Ltd. (“HBC HK”), is located in Hong Kong. HBC HK is licensed by the Hong Kong Securities and Futures Commission to operate as an authorized firm in Hong Kong. The office of Hudson Bay Capital’s affiliate, Hudson Bay Capital Management (GOC) Limited (“HBC AD”), is located in Abu Dhabi, United Arab Emirates. HBC AD has received approval in principle to become licensed by the Abu Dhabi Financial Services Regulatory Authority to operate as an authorized firm in Abu Dhabi. The Funds managed by Hudson Bay Capital are generally structured in a “master-feeder” format whereby feeder fund investable capital is invested directly or indirectly into investment vehicles through which Hudson Bay Capital pursues its investment strategies.

References herein to Hudson Bay Capital, include Hudson Bay Capital’s affiliates, where appropriate.

Hudson Bay Capital advises Funds pursuing a variety of investment objectives and employing different strategies including, credit, fundamental equities, convertibles, event and mergers, volatility and special opportunities. As more specifically described in Item 8—Methods of Analysis, Investment Strategies and Risk of Loss, the master-feeders managed by Hudson Bay Capital are: (i) the multi-strategy Funds (“Multi-Strat Funds”), which target traditional and non-traditional sources of alpha by employing a diverse set of absolute return strategies that are intended to be uncorrelated to each other and to the major indices; (ii) the capital structure strategy Funds (“Capital Structure Funds”), which focus on convertible and other equity-linked and related investments, as well as other debt, (iii) the special opportunities funds (“Special Opportunities Funds”), which focus on assets that Hudson Bay Capital determines may not be appropriate in their entirety for its other Funds because of timing, including investment horizon, expected liquidity, direction (i.e. because they are unhedged) or other considerations and/or overflow investments from its other funds, and (iv) the real estate opportunities funds (“RE Opportunities Funds”), which seek to achieve capital appreciation by originating and managing a portfolio of commercial mortgage loans.2 As sub-advisor, Hudson Bay Capital manages the Hudson Bay IDF in a manner such that it has substantially the same exposure as the Multi-Strat Funds. All discussions of the Funds in this Brochure, including but not limited to their investments, the investment strategies used in managing the Funds, the fees and other costs associated with an investment in the Funds, and the conflicts of interest faced by Hudson Bay Capital in connection with the management of the Funds, are qualified in their entirety by reference to each Fund’s respective confidential private placement memorandum and governing documents (referred to collectively as the “Operative Documents”). Availability of Customized Services for Individual Clients Side Letters The Funds and, in certain cases, Hudson Bay Capital, have discretion to waive or modify the application of, or grant special or more favorable rights with respect to, the terms or provisions applicable to investment in the Funds to the extent permitted by applicable law. Such terms may relate to certain withdrawal rights, fees and expenses, portfolio level information rights or different participation in profits and losses of or exposure to certain securities or other matters (“Favorable Terms”). To effect such waivers or modifications or the grant of any special or more Favorable Terms, the Funds may create additional classes, sub-classes, tranches or series of interests for certain investors or Hudson Bay Capital may establish additional feeder funds that provide for these differing rights, without providing notice to, or receiving consent from, the investors. Certain of such waivers,

Hudson Bay Capital also manages HBC Real Estate Fund LLC (the “REIT”), which originates and acquires commercial mortgage loans and residential motgage loans, as well as invest in other real estate-related assets. The REIT is a subsidiary of the Multi-Strat Funds, but, for regulatory purposes, also has certain outside investors who hold preferred shares. In addition, Hudson Bay Capital recently began offering a portable alpha strategy as a new sub-tranche within certain of the Multi-Strat Fund feeder funds the “Portable Alpha Strategy”). The Portable Alpha Strategy aims to provide investors exposure to the Multi-Strat Funds’ investment strategy as well as exposure to a specified index

modifications or grants of special or more Favorable Terms may also be, and have been, effected by the Funds and/or Hudson Bay Capital through side letters. In addition, certain investors have Favorable Terms that Hudson Bay Capital deems necessary for them in order to accommodate their investment in the Funds. For example, the Hudson Bay IDF is subject to certain regulatory requirements that require liquidity upon the occurrence of specific events (e.g., to meet a death claim relating to an insurance policy exposed to the Hudson Bay IDF) in order to meet its obligations to pay underlying policyholders. Although certain investors may invest with different material terms, the Funds and Hudson Bay Capital will only offer such terms if they believe other investors will not be materially disadvantaged. The Funds or Hudson Bay Capital, as applicable, may create additional classes, sub-classes, tranches or series of interests and enter into side letters without notice to, or consent of, other investors. Certain side letters may enable certain investors to receive reports and have access to information regarding the Funds’ portfolio that might only be available to other investors upon direct request from such investor. Accordingly, certain investors may be privy to certain information regarding the Funds that may not be available to other investors and such investors may make investment decisions with respect to their investment in the Funds based on such information, including requesting redemptions or withdrawals. Waiver/Modification of Fees/Performance Allocations Hudson Bay Capital reserves the right to reduce, waive or calculate differently the management fee, performance allocation and/or carried interest with respect to any investor (and has done so on occasion), including, without limitation, investors that are: (i) present or former employees or principals of Hudson Bay Capital (“Hudson Bay Insiders”); (ii) a member of the immediate family of any Hudson Bay Insider; (iii) any fund or account managed by Hudson Bay Capital for the principal use of any of the foregoing persons described in clauses (i) or (ii); or (iv) a trust or other entity established for the benefit of any Hudson Bay Insider or any member of the immediate family of any Hudson Bay Insider (any of the foregoing, a “Hudson Bay Party” and collectively, the “Hudson Bay Parties”). Currently, Hudson Bay Parties invested directly in the Funds are not charged a management fee and are not subject to a performance allocation or are subject to a reduced performance allocation. In the Multi-Strat Fund, by means of individually-negotiated arrangements, certain investors pay a reduced management fee in exchange for what Hudson Bay Capital deems a substantial investment and reduced liquidity. In the Special Opportunities Fund, certain first close investors pay a reduced management fee and by means of individually-negotiated arrangements, certain investors pay a reduced management fee in exchange for what Hudson Bay Capital deems a substantial investment. Individual Investor Investment Restrictions Certain Multi-Strat Fund investors (“SRI Investors”) that are subject to a “socially responsible” mandate or other investment mandates which preclude them from participating in profits or losses attributable to certain securities and other investments

(“Restricted Investments”) of companies (“Restricted Companies”) have entered into side letter agreements whereby Hudson Bay Capital uses reasonable efforts to allocate profits and losses attributable to such Restricted Companies away from the SRI Investors’ interests or shares (the “SRI Shares”) and to other investors (“non-SRI Investors”) who are not SRI Investors (the “Restricted Investment Reallocation”). In cases where a single investment thesis or idea is manifested through a group of positions, including related hedges, one of which is an investment in a Restricted Company, as a general matter, Hudson Bay Capital will treat the entire group of investments as a Restricted Investment even if certain of the positions in the group are not securities or other instruments of Restricted Companies. In certain cases, where this general rule results in outcomes Hudson Bay Capital deems suboptimal, alternate rules may be applied. Because Restricted Investments may include hedges (internal and otherwise) in Hudson Bay Capital’s discretion, the Restricted Investments Reallocation may result in a different allocation of profits and losses to the SRI Investors and the non-SRI Investors than would have occurred had there been no hedges (internal or otherwise). Hudson Bay Capital retains complete discretion in determining the methodology used to determine the Restricted Investments Reallocation. Although SRI Investors will not participate in the profits and losses attributable to a Restricted Investment, they will bear a pro rata portion of expenses incurred by the Funds in connection with any such Restricted Investment. In addition, certain Special Opportunities Fund investors (“Excused Investors”) that are subject to a “socially responsible” mandate or other investment mandates which preclude them from participating in profits or losses attributable to Restricted Investments have entered into side letter agreements whereby Hudson Bay Capital excludes them from such Restricted Investments. SRI Investors and Excused Investors will have different investment returns than an investor that participates fully in a Fund’s investments. Shares and/or interests of the Multi-Strat Fund and interests of the Special Opportunities Fund may be adversely (or positively) affected by Hudson Bay Capital’s compliance with the specific investment criteria applicable to the SRI Shares and Excused Investors to the extent such investment criteria cause the other shares and/or interests to have different exposures and weightings than would otherwise be applicable to the Multi-Strat Funds’ portfolio in the absence of the SRI Shares and Excused Investors. In addition, Special Opportunities Fund investors can be excluded from participating in certain investments if Hudson Bay Capital determines in its discretion that there is a substantial risk that such investor’s participation in the applicable investment would: (i) result in the Fund losing its limited liability status, (ii) result in a violation of any law or regulation that would have a material adverse effect on the portfolio asset that is the subject of such investment, a Fund, Hudson Bay Capital, any Fund investor or any of their respective affiliates, (iii) subject any of the foregoing to any material filing, regulatory or other requirements or investigation to which it would not otherwise be subject or materially increase the burden of complying with such filing or other requirement beyond what it would otherwise have been, or (iv) result in an increase in the risk or difficulty to the Fund of consummating such investment. Wrap Fee Programs Hudson Bay Capital does not participate in a wrap fee program.

Read the rest in the brochure

Management Fee/Performance Allocation Hudson Bay Capital typically charges investors in the Funds fees, performance allocations and/or carried interest that are based upon a set percentage of assets under management (which in certain instances includes committed but uncalled capital) and/or performance. The fees/performance allocations for all Funds other than the Special Opportunities Funds and the RE Opportunities Funds are deducted directly from the applicable Fund’s account. Because the Special Opportunities Funds and the RE Opportunities Funds are committed drawdown structures, the fees and carried interest can either be deducted directly from the applicable Fund’s account, paid via a subscription facility and/or paid via capital called from investors. Investors and prospective investors should refer to detailed disclosure about the management fees, performance allocations, carried interest and other expenses applicable to an investment in the Funds, including the Portable Alpha Strategy, and/or the Hudson Bay IDF that is provided in the Operative Documents, for the applicable Fund or the confidential private placement memorandum and governing documents of the Hudson Bay IDF, as applicable. Hudson Bay Capital’s fee schedule is omitted because this Brochure is only being delivered to “qualified purchasers” as defined in the Investment Company Act of 1940, as amended (“Company Act”). Other Types of Fees or Expenses Organizational and Operating Expenses The Funds bear their own costs, fees and expenses and attributable share of the costs and expenses incurred by any trading vehicle in which they are invested (including any master fund), which, depending on the Fund, include, without limitation, the following: (i)

fees, costs, charges, expenses, liabilities, obligations and other amounts (including amounts paid to outside legal counsel, accountants and tax advisors, including, in each case, professionals on secondment to Hudson Bay Capital) incurred in connection with or incidental to the formation, organization, and establishment of a Fund and certain newly-formed entities to be used in connection with such Fund, the marketing and offering of the Fund to investors and prospective investors, including Travel Expenses (as defined below) and amounts incurred in connection with or incidental to: (i) preparing, printing, mailing or otherwise distributing governing documents, prospectuses, presentations, disclosure documents, side letters and similar agreements, comment responses, diligence materials, legal opinions and other documentation (including those deemed by Hudson Bay Capital to be part of a “template” or “form” document to be used by a Fund), including attorney’s fees, costs and expenses related thereto; (ii) complying with any law or regulation related to the formation, organization, establishment, marketing and offering of the relevant Fund (including any “blue sky” and “world sky” filing fees, costs and expenses); (iii) the engagement of and services provided by placement

agents; (iv) other accounting, administrative, and capital raising filings; (v) negotiating with investors or prospective investors, or similar fees, costs and expenses; and (vi) such other fees, costs and expenses that Hudson Bay Capital incurs on behalf of a Fund and that are incurred in connection therewith; (ii)

costs, fees and expenses incurred by any of the Funds 3 and any trading vehicle investigating, developing, negotiating, structuring, purchasing, originating, disposing of, trading, hedging, monitoring, valuing, terminating and holding investments, whether or not consummated by a Fund or any trading vehicle (including expenses related to establishing co-investment vehicles in connection with proposed investments that are not consummated or trading vehicles that are not ultimately utilized, such as any expenses relating to the discovery, investigation, development or organization of the co-investment, to the extent not borne by such vehicles), and other investment-related fees and expenses of the Funds and any trading vehicle (e.g., brokerage commissions, interest on margin accounts and other indebtedness, borrowing charges on securities sold short, including dividend and stock borrowing costs, transaction fees, custodial fees, clearing and settlement charges, and exchange fees);

(iii)

costs, fees and expenses related to investment research and development of strategies, including, without limitation, research-related fees and expenses and due-diligence fees and expenses, research-related publications (which may include general news publications, periodicals, subscriptions and database services (including for “big” or “alternative” or similar data), including related news and quotation equipment used to obtain such services), investment, due diligence and research-related travel and travel-related expenses (e.g., transportation, lodging and meals in accordance with Hudson Bay Capital’s travel policy, and such expenses, collectively, “Travel Expenses”) and expert network fees and expenses;

(iv)

professional fees (which may include performance-based and similar compensation) and expenses (and other similar costs) of accountants, attorneys (including secondee attorneys), appraisers, sourcers, syndicates, economic and geopolitical affairs advisors, introducers or those performing other similar functions, experts, public relations firms and independent valuation consulting companies utilized in researching, diligencing, monitoring, pricing, accounting, facilitating and ongoing management of a Fund’s or a trading vehicle’s investments and/or its general operations;

(v)

fees and expenses for industry conferences, symposiums, meetings or similar gatherings that are related to the purchase, sale or transmittal of, or due diligence

References to Funds in Item 5 refers to each master-feeder structure, including any intermediate or holding entities (i.e., the Multi-Strat Funds, Capital Structure Funds, Special Opportunities Funds and RE Opportunities Funds). Each Fund’s Operative Documents detail the expenses borne by the Fund. In some cases, such expenses are different from those detailed in Item 5. Please see the relevant Fund’s Operative Documents.

regarding, the investments of the Funds and any trading vehicles, whether or not such investments are consummated by the Funds or a trading vehicle; (vi)

fees and expenses related to preparing for, attending, participating in and/or hosting (as the case may be) conferences, organizations (including industry trade associations), symposiums, meetings or similar gatherings, including team building and other opportunities for interactions with Hudson Bay Capital personnel both inside and outside Hudson Bay Capital’s offices and meetings with brokers, vendors and/or experts and/or other speakers knowledgeable about subject matters that Hudson Bay Capital determines to be topical (in each case, in accordance with Hudson Bay Capital’s expense allocation policy) (including Travel Expenses, fees, membership dues, expenses and costs associated with attending, joining, participating in, hosting or preparing for such events, conferences, organizations, symposiums, meetings or similar gatherings (or events), including the fees, costs and expenses of third-party consultants and speakers for presentations);

(vii)

Travel Expenses of Hudson Bay Capital’s personnel (including managing, equity and Non-Equity Partners (as defined below)), employees and otherwise, and, where Hudson Bay Capital determines in its sole discretion appropriate, consultants) with respect to travel among or to and from the offices and potential offices of Hudson Bay Capital, in each case, in accordance with its expense allocation policy;

(viii)

fees and expenses of proxy research and voting services and any related regulatory filings, as well as fees and expenses (and other similar costs) of investment bankers, consultants (including management consultants, expense management consultants and consultants providing counseling, coaching or training to the personnel (including partners) of Hudson Bay Capital);

(ix)

fees and expenses of any on or off-site third-party advisers, contractors, consultants, experts and other third-party service providers providing accounting, operation, risk management, tax planning (including tax planning for Hudson Bay Capital), valuation, pricing and modeling services (including the fees and expenses of the administrator and any “shadow” administrator, any valuation agent and other services, including the Travel Expenses for such third-party service providers);

(x)

fees and expenses of any on or off-site service providers, providing administrative (including “shadow” administration) services (including the fees and expenses of the administrator and any “shadow” administrator, including the Travel Expenses for such service providers);

(xi)

legal and other professional fees and third-party expenses relating to the marketing, offering and sale of interests in the Funds (including shares and/or interests in the PM Tranches (defined in Item 8)) and any trading vehicle and the ongoing management of the Funds and any trading vehicles (including, without limitation, fees and expenses of legal counsel relating to updates of the Funds’ offering (including marketing) and governing documents, formation of Trading Vehicles

(including, diligence costs of third party platforms and/or costs associated with electronic offering documents), the negotiation and/or drafting of, and compliance with, side letters, the structuring and offering of PM Tranches, and/or vendor contracts, ongoing investor relations and investor servicing (including compliance with reporting obligations to investors)); costs associated with complying with marketing and/or offering rules of any jurisdictions including the cost of any regulatory fees imposed on Hudson Bay Capital; compliance with filing requirements and registrations with local, state (e.g., “blue sky” regimes and corporate registration fees) and other countries’ laws or regulations, negotiation of vendor contracts, and compliance with reporting and/or withholding regimes in any jurisdiction and regulatory reporting and compliance costs attributable or relating to the Funds and/or any trading vehicles, such as filing fees and expenses relating to Form PF and Regulation NP-X, Section 13 filings, Hart-Scott-Rodino, exchange filings, court filings and other similar filings and any additional regulatory filings that may be required or appropriate in the future; and other legal and professional fees and expenses relating to investment activities, custody, brokerage, clearing, financing and credit arrangements; (xii)

fees and expenses relating to claims, demands, actions, suits, settlements or proceedings (whether civil, criminal, administrative or investigative, which includes formal and informal inquiries and “sweep” examinations (whether cooperation with such inquiries is voluntary or mandatory), or requests), actual, threatened or believed by Hudson Bay Capital to be possibly threatened, in which an indemnified party or the Funds themselves, in each case, may be involved as a party or otherwise (collectively, “Proceedings”) (including evaluation and investigation of, and preparedness for, any possible Proceedings), with respect to contemplated (whether made or not), current and past investments;

(xiii)

fees and expenses of an independent Fund committee and any other committees appointed for, or providing assistance to, a Fund and any trading vehicle;

(xiv)

any and all systems and technology expenses incurred by Hudson Bay Capital and its affiliates, including, without limitation, all hardware (including phones, cell phones, computers, etc.), VOIP, software and data costs and expenses, and all investment-related systems, accounting, treasury and operations systems, compliance and trade surveillance systems, order management systems, risk management systems, investor reporting systems and platforms, contact relationship management systems, data warehousing expenses, data and news and quotation equipment and services, software development expenses, business continuity, and remote working expense and valuation systems and other systems and technology to the extent that they support Hudson Bay Capital’s (and its affiliates’) business (whether exclusively or partially) and/or proprietary or vendor supplied systems and processes (including development of “big,” “alternative” and similar data and/or capabilities), such expenses to include, for the avoidance of doubt, the fees and expenses of on or off-site third-party consultants or contractors providing the foregoing and the cost of obtaining and storing data required for such

systems and technology; and all Compensation Costs (as defined below) of the personnel employed or retained by Hudson Bay Capital or its affiliates in its Information Technology Department along with that portion of Compensation Costs of members of other departments of Hudson Bay Capital who spend sufficient time (as determined by Hudson Bay Capital in its discretion) on designing and providing technology services listed above allocable to the provision of such services; (xv)

Read the rest in the brochure

Hudson Bay Capital currently manages several private funds that are currently offered to investors that implement different investment strategies: (i) the Multi-Strat Funds; (ii) the Capital Structure Funds; (iii) the Special Opportunities Funds; and (iv) the RE Opportunities Funds. As mentioned above, the REIT and the Portable Alpha Strategy are encompassed within the Multi-Strat Funds. The Multi-Strat Funds Strategies utilized by the Multi-Strat Funds include a wide range of absolute return, market neutral, relative value, event-driven, directional, hybrid and other strategies. The investment objective of the Multi-Strat Funds is to target traditional and non-traditional sources of alpha by employing a diverse set of absolute return strategies that are intended to be uncorrelated to each other and to the major indices. In deploying trading and investing strategies, the Multi-Strat Funds expect to hold both long and short positions in a broad range of debt and equity securities, derivatives and investments on a global basis. There are no material limitations on the instruments, markets or countries in which the Multi-Strat Funds may invest or on the investment strategies which may be employed on behalf of the Multi-Strat Funds. The Multi-Strat Funds are organized in a master-feeder structure, in which two offshore feeder funds (one of which invests on a levered basis) invest all or substantially all of their capital, and a single onshore feeder fund invests all or a large majority of its capital, directly or indirectly into a master fund that is organized as a Cayman Islands exempted company. The onshore feeder fund invests the remainder of its capital, if any, into a wholly-owned subsidiary organized as a Delaware limited partnership through which Hudson Bay Capital makes investments that, in its determination, would be tax disadvantageous to the offshore feeder funds as well as investments that Hudson Bay Capital believes are not practical or otherwise in the interest of the offshore feeder funds. The Multi-Strat Funds in general, and the levered feeder fund in particular, use leverage, which may be substantial. While leverage presents the opportunity for increasing the total return on investments, it has the effect of potentially increasing losses as well. In addition, as mentioned above, the Portable Alpha Strategy is being offered as a subtranche of certain Multi-Strat feeder funds. The Portable Alpha Strategy is designed to give investors exposure to both the Multi-Strat Fund’s investment strategy and to the Index (as defined below). Subscription amounts received by the Multi-Strat Fund from any investor for interests in the Portable Alpha Strategy will be notionally sub-divided into (i) the “MS Interest”, which will be invested in accordance with the Multi-Strat Fund’s investment strategy, and (ii) the “Hedged Interest,” which will be invested in a manner intended to generate performance results similar to the performance of the net amount invested in the MS Interest had it been invested in the Index. The Hedged Interest of each Portable Alpha Strategy interest will be invested into one or more derivative instruments agreed to by Huson Bay Capital and the relevant investor (or

such other index determined by Huson Bay Capital from time to time to be reasonably equivalent) (the “Index” and such instrument(s), collectively, the “Derivative Instrument”). The performance of the Portable Alpha Strategy interests will differ from the performance of the other interests of the Multi-Strat Fund because expenses related to the Portable Alpha Strategy will be borne by the holders of the Portable Alpha Strategy interests. Additionally, the Portable Alpha Strategy interests will have exposure to the applicable Index, and will lever themselves to maintain such exposure. PM Tranches Certain of the Multi-Strat Funds may also issue tranches and/or classes of shares/interests or a Special Investment corresponding to the investment strategy (or a sub-strategy to the extent there are multiple investment strategies managed by a particular portfolio manager) pursued by a particular Portfolio Manager(s) (including a Designated PM) or a PM Supporting Professional(s) (the “PM Tranches”). Generally, only the Portfolio Manager and PM Supporting Professional(s) associated with an investment strategy or sub-strategy, members of such Portfolio Manager’s and/or PM Supporting Professional’s team, a family member of such persons and/or trusts or other entities for their benefit and certain other persons associated with Hudson Bay Capital will be eligible to subscribe for a PM Tranche. The Capital Structure Funds The strategy of the Capital Structure Funds focuses on convertible and other equity-linked and related investments, as well as other debt. The Capital Structure Funds are organized in a master-feeder structure. The Capital Structure Funds pursue their investment objective and strategies primarily in the United States, but may also invest on a global basis. The Capital Structure Funds implement a number of different strategies in their portfolio, including but not limited to convertible arbitrage, relative value, capital structure arbitrage and other credit-related strategies. Although the Capital Structure Funds’ overall focus is on convertible and other equity-linked and related investments as well as other debt, there are no material limitations on the markets, strategies, instruments or countries in which Hudson Bay Capital may trade on behalf of the Capital Structure Funds. The Capital Structure Funds are not subject to any specific diversification requirements with respect to the issuers, product types or amount of leverage that may be incorporated in its portfolio, except as may be dictated by applicable laws. As such, the Capital Structure Funds’ portfolio may from time to time be concentrated, possibly materially, in a particular market, strategy, instrument type or country. On an ongoing basis, the Capital Structure Funds’ 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 Funds’ portfolio and their performance can be expected to differ materially over time. The Capital Structure Funds use leverage, which will be substantial, but there is no assurance that the desired level of leverage will be available on acceptable terms, or at all.

The Special Opportunities Funds The strategy of the Special Opportunities Funds is to focus on exploiting opportunities that Hudson Bay Capital believes reflect market inefficiencies and investing globally in a broad range of investments. For example, the Special Opportunities Funds invest in assets that Hudson Bay Capital (i) believes are stressed, distressed and/or undervalued, (ii) has deemed may not be appropriate in their entirety for other Funds, whether because of timing, duration of investment horizon, expected liquidity, direction (i.e., unhedged investments) or other considerations, and/or (iii) overflow investments from one or more other Funds. The Special Opportunities Funds utilize a variety of strategies including, but not limited to, investments that are event-driven, directional, stressed and distressed debt, performing credit in stressed and distressed capital structures, post-reorganization public and private equity, liquidation stubs, litigation claims and trade claims, asset backed debt and other strategies with a specific focus on special situations in the private and public markets. The Special Opportunities Funds also may invest in a variety of structured products, including derivatives (such as equity total return swaps, interest rate swaps and credit default swaps), as well as dividend futures, long-term equity financing (using swaps or futures), long-term derivative payoffs, hybrid options and other exotic payoffs linked to risk recycling from dealers. The Special Opportunities Funds’ investment strategies are expected to evolve over time and new strategies may appear within the Special Opportunities Funds’ portfolio. There are no limitations on the investment strategies employed by the Special Opportunities Funds or the instruments, markets or countries in which the Special Opportunities Funds invest. Decisions as to whether or not to implement or modify any strategies will be made in the discretion of Hudson Bay Capital, without seeking the consent of, or notice to, the investors. The Special Opportunities Funds are organized in a master-feeder structure, in which three feeder funds invest all or substantially all of their capital directly or indirectly into up to four master funds. The Special Opportunities Funds use leverage, which can be substantial, but there is no assurance that the desired level of leverage will be available on acceptable terms, or at all. While leverage presents the opportunity for increasing the total return on investments, it has the effect of potentially increasing losses as well. The RE Opportunities Funds The strategy of the RE Opportunities Funds is to focus on managing (and potentially from time to time originating) a portfolio of commercial mortgage loans. The RE Opportunities Funds invest in (and potentially originate) commercial mortgage loans which provide consistent current income, attractive risk-adjusted returns and preservation of principal. The RE Opportunities Funds have the flexibility to invest in other real estate related investments, including subordinate debt in the form of B-notes and mezzanine loans, commercial mortgage-backed securities.

There are no geographic, size-based or other limitations or restrictions on the types of investments the Funds could make. The RE Opportunities Funds are organized in a master-feeder structure, in which one feeder fund invests all or substantially all of its capital directly or indirectly into one or more subsidiaries that have elected or intend to elect to be taxed as real estate investment trusts (each, a “REIT Subsidiary”). The RE Opportunities Funds use leverage, which can be substantial, but there is no assurance that the desired level of leverage will be available on acceptable terms, or at all. While leverage presents the opportunity for increasing the total return on investments, it has the effect of potentially increasing losses as well. Methods of Analysis and Investment Strategies Following is a description of some of the more significant investment strategies that, unless otherwise indicated with respect to a particular Fund, Hudson Bay Capital uses or could combine on behalf of the Funds generally, investment instruments in which Hudson Bay Capital from time to time has the Funds invest and the risks associated with them. Not all of the investment strategies, investment instruments and associated risks are relevant to all Funds. Relative Value Strategies – seek to profit from the relative mispricing of related assets: for example, convertible bonds and the common stock underlying the conversion option, other options and futures and their underlying reference assets, debt instruments of the same issuer or of different issuers (including credit default swaps on the issuer(s)) with different maturities or yields and the common stock of different issuers in the same industry sector. These strategies may be highly quantitative and based on theoretical or historical pricing relationships. Because they focus on capturing the value from the relative mispricing of related assets, relative value strategies can generate returns independent of overall movements in the global level of debt or equity prices, although many of these strategies in fact are constructed with a long or short equity or debt bias. Because the mispricings that these strategies exploit tend to be small in absolute terms, these strategies frequently use leverage, which could be substantial, in an attempt to increase returns. Relative value strategies typically do not hedge all the risks of the strategy, and certain risks cannot be effectively hedged. The use of leverage creates risks of “credit squeezes” and the adverse effects of discretionary margin increases by dealers and counterparties to which many strategies are not subject. Few relative value strategies involve pure arbitrage, in which a profit will inevitably be recognized if the position can be held until maturity. Moreover, it is typical of relative value strategies not to, and Funds do not, hedge all the risks of each strategy, and certain risks cannot be effectively hedged. Relative value strategies are all (even in the case of pure arbitrage) subject to the fundamental risk that aberrational market prices, even if correctly identified, will not revert to fair value during the period that a Fund is able to

Read the rest in the brochure

Hudson Bay Capital provides investment advice to private investment vehicles (defined previously as the “Funds”). Hudson Bay Capital provides investment advice directly to the Funds and not individually to the Fund investors. The Fund investors generally consist of institutions (e.g., pension plans, endowments, trusts, estates, charitable organizations, foundations, insurance companies, banks, etc.), “funds of funds” and high net worth families and individuals. Generally, investors in the Funds must be “accredited investors,” as defined in Rule 501(a) of Regulation D, promulgated pursuant to Section 4(2) of the Securities Act of 1933, as amended, and “qualified purchasers,” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended.

As stated in “Item 5 – Fees and Compensation” above, generally all Hudson Bay Capital Clients are subject to payment of a performance-based compensation. This performancebased compensation creates an incentive for Hudson Bay Capital to make more speculative investments than would otherwise be made, or make decisions regarding the timing and manner of realization of investments differently than if such compensation was not received. In measuring a Client’s net profits for the purpose of calculating performance-based compensation with respect to certain Funds, Hudson Bay includes unrealized capital gains and losses and, as a result, the performance-based compensation for such Funds may be based on gains that investors never ultimately realize. To the extent performance-based compensation paid by Clients vary, Hudson Bay Capital could have an incentive to favor one Client over another. Hudson Bay Capital addresses this conflict through its trade allocation policy, in which investment opportunities are allocated among Clients according to each Client’s investment objectives and in manner that Hudson Bay Capital believes to fair and equitable over time.

Hudson Bay Capital and its officers, employees and/or affiliates are not registered as broker-dealers and do not have any application pending to register with the SEC, as a broker-dealer or registered representative of a broker-dealer. Hudson Bay Capital is currently a member of the U.S. National Futures Association (“NFA”) and is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and a commodity trading advisor. Hudson Bay Capital and its officers, employees and/or affiliates are not registered as futures commission merchants and do not have any application pending to register with the CFTC or NFA as a futures commission merchant or associated person of a futures commission merchant. As disclosed in the Funds’ PPMs, Hudson Bay Capital and/or its affiliates (including certain of Hudson Bay Capital’s officers, employees and/or their related persons) invest directly in certain of the Funds, are not charged a management fee and/or incentive fee/allocation or may be subject to a reduced incentive fee/allocation. As disclosed in the Funds’ PPMs, Hudson Bay Capital and/or its affiliates (including its employees) are not restricted from forming additional investment funds, entering into other investment advisory relationships, investing their personal funds, or engaging in other business activities, even though such activities may substantially track, correlate to, mimic, conflict with or compete with a given Fund or Funds and/or may involve substantial time and resources of Hudson Bay Capital and/or its affiliates. These activities could be viewed as creating a conflict of interest in that the time and effort of Hudson Bay Capital and/or its affiliates would not be devoted exclusively to the business of the Funds, but would be allocated between the business of the Funds and such other business activities. Further, by reason of these activities, Hudson Bay Capital may not be able, or may determine not, to initiate a transaction for the Funds that Hudson Bay Capital may have otherwise initiated for the Funds or may reduce the capacity of the Fund to make an investment. Hudson Bay Capital does not believe that it and its employees/management persons have any current relationships or arrangements with other financial services companies that are material to its advisory business or to its Clients or that pose material conflicts of interest. In order to prevent any potential conflicts from arising, Hudson Bay Capital generally prohibits its employees and their related persons and entities from making or maintaining personal investments in entities with which such employee routinely causes the Clients to trade or co-invest (other than publicly-traded entities). In addition, with certain limited exceptions relating primarily to volunteer activities, any Hudson Bay Capital employee seeking to participate in any outside business activity must obtain the approval of Hudson Bay Capital’s Chief Compliance Officer in order to participate in such activity.

Code of Ethics High ethical standards are essential for the success of Hudson Bay Capital and to maintain the confidence of each Client. Hudson Bay Capital is of the view that its long-term business interests are best served by adherence to the principle that Clients’ interests come first. In recognition of Hudson Bay Capital’s fiduciary obligations to its Clients and Hudson Bay Capital’s desire to maintain its high ethical standards, Hudson Bay Capital has adopted a Code of Ethics containing provisions designed to: (i) prevent improper personal trading by Hudson Bay Capital personnel; (ii) prevent improper use of MNPI about securities recommendations made by Hudson Bay Capital or securities holdings of Clients; (iii) identify conflicts of interest (including the establishment of policies concerning outside business interests and gifts and entertainment); (iv) provide a means to resolve any actual or potential conflict in favor of the Client; and (v) establish policies with respect to political contributions and compliance with the Foreign Corrupt Practices Act. The Code of Ethics requires compliance with applicable federal and state securities laws. The Code of Ethics will be provided to any Client or Fund investor or potential Client or Fund investor upon request. Personal Trading Hudson Bay Capital’s Code of Ethics places restrictions on personal trades by affiliates, members, partners, officers, and employees of Hudson Bay Capital (together, the “Hudson Bay Capital Affiliated Persons”), including that they disclose their personal securities holdings and transactions to Hudson Bay Capital on a periodic basis, and requires that Hudson Bay Capital Affiliated Persons pre-clear certain types of personal securities transactions. However, these restrictions are not absolute, certain restrictions can be waived and the personal trading accounts of Hudson Bay Capital Affiliated Persons may hold positions that are held by a Fund. Similarly, the personal trading of Hudson Bay Capital Affiliated Persons and their affiliates or trading done by a Hudson Bay Capital Affiliated Persons on behalf of others for whom he or she manages assets could come into conflict with Hudson Bay Capital’s business. If such a conflict arises, the Hudson Bay Capital Affiliated Persons are not required to subordinate the interests of any other parties (or their own interests) to those of the pertinent Fund(s), but they will endeavor to resolve any such conflicts in a manner that they believe is fair and reasonable. Hudson Bay Capital and the Hudson Bay Capital Affiliated Persons may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for a given Fund. These activities may adversely affect the prices and availability of other securities held by or potentially considered for purchase by the Fund. In addition, Hudson Bay Capital and/or its affiliates expect to, from time to time, offer Hudson Bay Insiders the opportunity to indirectly invest in co-investments. Hudson Bay Capital has a conflict when determining whether to offer co-investment opportunities to Hudson Bay Parties.

Conflicts of Interest Hudson Bay Capital and its affiliates (including their principals and employees) are subject, and the Funds are exposed, to a number of actual and potential conflicts of interest. Any such conflict of interest could have a material adverse effect on the Funds and the investors’ investments therein. However, Hudson Bay Capital and its affiliates have substantial incentives to see the assets of the Funds increase in value, and the mere existence of an actual or potential conflict of interest does not mean that it will be acted upon to the detriment of the Funds. When a conflict of interest arises, Hudson Bay Capital will endeavor to ensure that the conflict is resolved in what it believes to be a fair and reasonable manner that is consistent with its duties to the Funds. Hudson Bay Capital has in place policies and procedures that it believes are reasonably designed to identify and resolve actual and potential conflicts of interest, including the operation of a conflicts committee designed to resolve certain of these conflicts. Other Activities of Hudson Bay Capital and its Affiliates/Different Compensation Arrangements Conflicts of interest arise from the fact that Hudson Bay Capital and/or its affiliates provide investment management services to multiple Funds. Accordingly, conflicts may arise between/among Hudson Bay Capital and one or more Funds, based on the fee and expense structure of the various Funds, or the potential benefits or costs to Hudson Bay Capital relative to that of the Funds. For example, Hudson Bay Capital could be subject to a conflict of interest because varying compensation arrangements among different Funds could incentivize Hudson Bay Capital to manage such Funds differently, for instance, in order to favor a Fund that compensates Hudson Bay Capital more than another Fund or a Fund that compensates Hudson Bay Capital on a different basis (e.g., net realized and unrealized profits and losses vs. realized only). Similarly, a portfolio manager could be subject to a conflict of interest because his or her compensation arrangement for one Fund could differ from such portfolio manager’s compensation arrangement with respect to another Fund for which such portfolio manager provides portfolio management services. These and other differences could make certain Funds less profitable to Hudson Bay Capital than other Funds. An investment opportunity may be introduced to Hudson Bay Capital by a third-party with which the one of the Funds has previously invested. Hudson Bay Capital may determine that such opportunity is not appropriate for such Fund and may invest in such opportunity through another Fund in which the first Fund has no interest or through a Special Investment Series. Other conflicts arising from Hudson Bay Capital’s management of various Funds include the need to allocate common expenses and investment opportunities and other resources, and the diversion of time and attention of management, as well as competition for investment and management talent. A Fund could invest in securities in which another Fund has already invested or is expected to invest. There can be no assurance that the Funds will invest on the same terms, or will

invest and divest at the same time. The Funds may make separate investments in the same issuer, in which case the terms of a Fund’s investment, including the type of security purchased or its valuation when purchased, may be different from the terms of another Fund’s investment or the type of security that the other Fund purchases (or the level at which the investment is made in an issuer’s capital structure (e.g., the Funds may invest at different levels of an issuer’s capital structure, may invest at the same levels of an issuer’s capital structure but in instruments with different voting rights)). Conflicts could arise after a Fund, on the one hand, and another Fund, on the other hand, make separate investments in the same security with respect to, among other things, the valuation of the investment and/or the stability of the issuer when the investment is made, and the manner and timing of a Fund’s exit from the investment compared to such other Fund’s exit. Should a Fund invest in a different class of an issuer’s security, at a different level of such issuer’s capital structure or at a different time than another Fund, additional conflicts could arise, particularly if the issuer experiences financial difficulties or if different Funds’ investments gives them different voting rights (including voting rights that are deemed to control the issuer). In such instances, Hudson Bay Capital and/or its affiliates could take actions for one Fund that are adverse to the interests of another Fund (for example, if the issuer underwent a reorganization or other major corporate event, conflicts of interest could arise between the interests of debt holders and equity holders, and, accordingly, between the Funds). Generally, the existence of such conflicts of interest will be considered at the time investment decisions are being considered for the Funds. As a result, Funds that have similar and /or overlapping strategies and objectives could have different or substantially different portfolios and investment returns. Conflicts of interest may also arise when Hudson Bay Capital makes decisions on behalf of the Funds with respect to matters where the interests of Hudson Bay Capital and/or one or more Funds differs from the interests of other Funds, or where Hudson Bay Capital makes different decisions on behalf of the Funds with respect to matters where the interests of Hudson Bay Capital and/or one or more Funds are the same as the interests of other Funds. Investments That Benefit Hudson Bay Capital The Funds may directly or indirectly make investments in other Funds or other vehicles, including those that are at their initial stages which investments may accrue benefits to Hudson Bay Capital (since they may result in asset-based fees and performance-based allocations accruing and/or additional income streams for the benefit of Hudson Bay Capital (and/or its affiliates)). Hudson Bay Capital will be biased when deploying and/or redeeming or withdrawing capital from such other Funds and investments, as applicable. Additionally, the Funds may make investments (whether as seed investments or otherwise) in newly-formed portfolio managers and/or related management entities or insurance companies, which investments may include or be solely comprised of an investment in the funds managed by such investment managers and/or related management entities. In connection with such investments, the Funds may receive an equity interest, income streams, a “revenue share,” management fees or other economic benefit in the revenues otherwise payable or allocable to such investment managers and/or related management entities. Also, in connection with such investments by the Funds, Hudson Bay Capital may

negotiate for its own revenue share, other economic benefit, capacity rights, management fees and other benefits for itself and/or for certain Funds (and, if applicable, Hudson Bay Capital may offer investors and third-party investors the opportunity to make direct investments into such fund). In addition, Hudson Bay Capital may elect to allocate capacity and/or other rights to one or more but not all Funds). To the extent that an early stage investment by the Funds is capacity constrained, Hudson Bay Capital may face a conflict when determining how to allocate such capacity among the Funds. It is possible that Hudson Bay Capital will determine (in its discretion) that it is fair and equitable for one or more Funds to invest in the entirety of any remaining capacity (even if this results in no remaining capacity for other Funds). This can be the case even if the Funds have a pre-existing investment with such early stage investment vehicle, including in situations where the Funds made the initial investment in such investment vehicle. Principal Transactions Hudson Bay Capital will not, directly or indirectly, while acting as principal for its own account (which account may be an Account), knowingly sell any security to, or purchase any security from, a Fund or other account (each, an “Account”) without disclosing to such Account in writing prior to the completion of such transaction, the capacity in which Hudson Bay Capital is acting and obtaining the specific consent of such Account. An investors’ representative (the “Investor Representative”) has been retained for the Funds for purposes of considering whether to grant, and granting or withholding, Client consent to certain transactions that may give rise to conflicts of interest. Hudson Bay Capital may satisfy the consent requirement by providing notice to, and receiving the consent of, the Investor Representative and/or the independent directors of such Account. Cross Trades Hudson Bay Capital may determine that it would be in the interest of multiple Accounts to transfer a security from one Account to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the Accounts, or to reduce transaction costs that may arise in an open market transaction. If Hudson Bay Capital decides to engage in a Cross Trade, it will determine that it believes that the trade is in the interest of both of the Accounts involved and take what it believes to be reasonable steps to ensure that the transaction is consistent with the obligation to obtain best execution for each of those Accounts. In the event that Hudson Bay Capital determines that it believes that a Cross Trade is in the interest of both of the Accounts involved and permitted under the governing documents, it may affect the Cross Trade subject to the following guidelines: (i) such transaction must be affected for cash consideration at the current market price of the particular securities, and (ii) no brokerage commissions or transfer fees are to be paid to Hudson Bay Capital in connection with any such transaction. In the event that there is no readily available market price for the securities involved in the trade, the securities are to be valued by an independent third-party. Particularly when there is a large block of thinly traded securities at issue, the value at which the security is sold from one Account to another could be less or more than the value that would have been obtained in an arms-length transaction.

Read the rest in the brochure

Hudson Bay Capital has complete authority over the selection of the brokerage firms used to execute and clear portfolio transactions on behalf of Clients and custody assets of Clients. Best Execution Transactions for Clients are allocated to broker-dealers for execution taking into consideration factors such as price, transaction costs, ability to effect the transactions, a broker-dealer’s facilities, reliability and financial responsibility, commitment of capital, access to company management, quality of research, effectiveness of sales coverage, access to deal flow, the provision or payment by the broker-dealer of the costs of research, and other 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-dealer which is greater than the amount another broker-dealer might charge is reasonable in relation to the value of the brokerage and products or services provided by such broker-dealer. Accordingly, the commissions and other transaction costs (which may include dealer markups or markdowns) charged to Clients by broker-dealers in the foregoing circumstances may be higher than those charged by other broker-dealers that may not offer such products or services. Subject to the considerations described above, the selection of a broker-dealer (including a prime broker) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services may be influenced by, among other things, the provision by the broker-dealer of the following: capital 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 in receiving these services rather than on Clients’ interest in achieving most favorable execution. However, as noted above, Hudson Bay Capital selects broker-dealers according to its fiduciary duty to seek best execution, taking into account all applicable considerations. If Hudson Bay Capital decides, based on the factors set forth above, to execute over-thecounter transactions on an agency basis through Electronic Communications Networks (“ECNs”), it will also consider the following factors when choosing to use one ECN over another: the ease of use, the flexibility of the ECN compared to other ECNs, and the level of care and attention that will be given to smaller orders. Soft Dollar Benefits From time to time, Hudson Bay Capital may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided

by the broker-dealer. In certain cases, such arrangements, although all related to Hudson Bay Capital’s administration and investment management of the Funds, may fall outside of the safe harbor for fiduciaries’ use of “soft dollar” services established by Section 28(e) of the Securities Exchange Act of 1934, as amended; provided, in each case, that Hudson Bay Capital believes these arrangements are equitable and consistent with the objectives of the Funds. Notwithstanding the foregoing, as of the date of this Brochure, there are no arrangements whereby Hudson Bay Capital has committed any Fund to pay a certain level of commissions (or markups or markdowns) in exchange for any “soft dollar” or other services from any broker-dealer and Hudson Bay Capital does not currently receive any “soft dollar” services outside of the Section 28(e) safe harbor. In addition, the Third-Party Ventures in which the Funds may participate may make use of “soft dollar” services, and any additional transaction expenses incurred in order to obtain such services – unlike in the case of any soft dollar services obtained by Hudson Bay Capital – would generally constitute incremental expenses to the Funds. Such soft dollar services may also fall outside of the “safe harbor” provisions of Section 28(e). Each investor, as a condition of investing in a Fund, consents to such soft dollar arrangements and, if applicable, to Hudson Bay Capital consenting to such arrangements on behalf of the Fund. Also, consistent with Section 28(e), research products or 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 for the soft dollar benefits. Although Hudson Bay Capital currently has no arrangement whereby any of its Accounts are receiving soft dollar credits, if it obtains them in the future, Hudson Bay Capital will not be required to seek to allocate soft dollar benefits to Accounts in proportion to the soft dollar credits the Accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to Hudson Bay Capital (i.e., a “mixed use” item), Hudson Bay Capital will make a good faith allocation of the cost that may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of Hudson Bay Capital’s allocation of the costs of such benefits and services between those that primarily benefit Hudson Bay Capital and those that primarily benefit the Accounts. When Hudson Bay Capital uses brokerage commissions (or markups or markdowns) generated by any Accounts to obtain research or other products or services, Hudson Bay Capital receives a benefit because it does not have to produce or pay for such products or services. Hudson Bay Capital may have an incentive to select or recommend a brokerdealer based on Hudson Bay Capital’s interest in receiving research or other products or services, rather than on an Account’s interest in receiving most favorable execution. At least annually, Hudson Bay Capital considers the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempts to allocate a portion of the brokerage business of its Accounts on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested

allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will Hudson Bay Capital make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. Order Aggregation and Average Pricing When Hudson Bay Capital determines that more than one Account should participate in an investment, Hudson Bay Capital will seek to execute orders for all of the participating Accounts on what it believes to be on an equitable basis, taking into account such factors as legal or tax considerations, the relative amounts of capital available for new investments, relative exposure to the markets, liquidity and the investment programs and portfolio positions of each of the Accounts. Orders may be combined for all such Accounts, and if an order is not filled at the same price, it may be allocated on an average price basis. Similarly, if an order on behalf of more than one Account cannot be fully executed under prevailing market conditions, the securities that are 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 may an Account to participate in an investment and another Account not to do so, notwithstanding that such Account could, under its investment mandate, make the same investment and vice versa. For similar reasons, the Accounts may participate in certain investments in a different manner from one another. For example, one Account may participate in an investment opportunity through the purchase of an equity interest while another participates through an extension of credit.

Hudson Bay Capital does not currently have any arrangements with third parties whereby such third parties are 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 206(4)-1 under the Advisers Act.

In the past ten years, there have been no legal or disciplinary events involving either Hudson Bay Capital or any of its management persons that are material to Hudson Bay Capital’s advisory business.

Review of Accounts Hudson Bay Capital will review, as pertinent, each Client’s portfolio holdings to determine that the investments held by each Client remain consistent with the pertinent Operative Documents and will generally review each Client’s performance on an ongoing basis. Reports to Clients The Multi-Strat, Capital Structure, Special Opportunities and Real Estate Opportunities Funds investors receive unaudited performance information periodically and audited financial statements on an annual basis. A Fund may offer certain investors additional information and reporting that other investors may not receive, and such information may affect an investor’s decision to request a withdrawal from its capital account. (See Side Letters, Item 8, above.)

Hudson Bay Capital is deemed to have custody of the assets contained in the Fund portfolios, since a Hudson Bay Capital affiliate serves as general partner or managing member for certain of the Funds, or because Hudson Bay Capital has the ability to withdraw advisory fees directly from certain Fund accounts and/or to obtain possession of other Fund assets. Accordingly, Hudson Bay Capital is subject to the relevant provisions of Rule 206(4)-2 of the Advisers Act. Fund assets covered by Rule 206(4)-2 of the Advisers Act are held in custody by unaffiliated qualified custodians. Multi-Strat, Capital Structure, Special Opportunities and RE Opportunities Funds’ investors do not receive account statements from the custodian; rather, these Funds are subject to an annual audit and the audited financial statements are distributed to each of these Fund investors, pursuant to Rule 206(4)-2(b)(4).

Hudson Bay Capital provides discretionary investment advisory services to the Funds. Hudson Bay Capital makes investment decisions, without consultation with the Funds or the Fund investors regarding which securities are bought and sold for the Client account, the total amount of the securities to be bought and sold, the broker-dealers with which orders are placed for execution and the commission rates at which securities transactions are effected. Such discretionary authority is granted to Hudson Bay Capital in the applicable limited partnership agreement or investment management agreement.

Hudson Bay Capital has voting authority and responsibility with respect to securities held by the Funds and may in the future have voting authority with respect to securities held by other clients. In compliance with Rule 206(4)-6 under the Advisers Act, Hudson Bay Capital has adopted proxy voting policies and procedures. Hudson Bay Capital’s proxy voting policy is overseen and implemented by a Proxy Voting Committee, consisting of the Chief Compliance Officer and the Chief Operating Officer and such other persons as may be appointed from time to time. In voting proxies relating to securities held by its Clients (each, a “Client Proxy”), Hudson Bay Capital is guided by general fiduciary principles and votes in the manner it believes is consistent with efforts to achieve a Client’s stated investment objectives. Hudson Bay Capital has appointed an unaffiliated third-party proxy voting service, Institutional Shareholder Services (“ISS”), to assist with the management of proxy voting. Hudson Bay Capital retains the discretion to take no action with respect to a proposed vote if it determines that doing so is in the best interests of a Client (for example, where Hudson Bay Capital determines that the cost of voting exceeds the expected benefit to the Client). Hudson Bay Capital has determined that in a large majority of voting situations, given the time and effort necessary in order to vote a Client Proxy, it is generally in its Clients’ best interests for Hudson Bay Capital to rely on the analyses and vote recommendations provided by ISS (each, an “ISS Recommendation”). In those situations, Hudson Bay Capital need not take any further action, and ISS will vote the Client Proxy on Hudson Bay Capital’s behalf in accordance with the ISS Recommendations. 5 Notwithstanding the foregoing, Hudson Bay Capital always maintains ultimate voting discretion and may disregard an ISS Recommendation at any time, including where ISS has disclosed that it has a conflict of interest. In particular, in situations where Hudson Bay Capital determines that it is in a Client’s best interest to vote a Client Proxy in a particular way (the “HBC Proxy Voting Decision”), Hudson Bay Capital will review the ISS Recommendation relating to such Client Proxy, and where the ISS Recommendation differs from the HBC Proxy Voting Decision (or where there is no ISS Recommendation with respect to such Client Proxy), Hudson Bay Capital will specifically instruct ISS to vote the Client Proxy in accordance with the HBC Proxy Voting Decision, in accordance with certain internal procedures applicable to the Proxy Voting Committee. Included in these procedures are steps Hudson Bay Capital takes that are designed to identify conflicts or potential conflicts that could arise between its own interests and those of its Clients or between one Client and another Client. If it is determined that any such conflict or potential conflict is not material, Hudson Bay Capital may vote Client Proxies notwithstanding the existence of the conflict. If it is determined, however, that a conflict of interest is material, Hudson Bay Capital may use one or more methods to resolve the

The ISS Proxy Voting Summary Guidelines can be accessed at http://www.issgovernance.com/policygateway/voting-policies.

conflict, including directing ISS to recommend a vote with respect to the Client Proxy, disclosing the conflict to the Client(s) and obtaining its consent before voting or such other method as is deemed appropriate under the circumstances. Since a Client’s best interests must, by necessity, be determined on a case-by-case basis, there are no “hard and fast” guidelines that can be applied to Hudson Bay Capital’s determination of how to vote Client Proxies to cover all situations. Among the factors Hudson Bay Capital may consider in reaching a HBC Proxy Voting Decision are how a particular Client Proxy vote would affect: (i) fulfillment of an investment thesis concerning a particular strategy (e.g., consummation of a merger or other corporate event); (ii) Client portfolio positions in other parts of the issuer’s capital structure; (iii) other contractual rights held by the Client in connection with the securities at issues; (iv) the Client’s and/or Hudson Bay Capital’s relationship with the issuer; (v) tax and/or regulatory issues relating to the securities or issuer at issue; and (vi) other facts as circumstances the Proxy Voting Committee identifies depending on the particularities of the situation at hand. Clients and Fund investors may request a copy of Hudson Bay Capital’s proxy voting policy, as well as applicable proxy voting records, by contacting the Chief Compliance Officer at Hudson Bay Capital.

Hudson Bay Capital is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to its Clients, and Hudson Bay Capital has not been the subject of a bankruptcy petition.