Case File
efta-01384561DOJ Data Set 10OtherEFTA01384561
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DOJ Data Set 10
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efta-01384561
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1
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HUBUS133 Alpha Group Capital
The application of non-U.S. tax laws (e.g., the imposition of withholding taxes on
dividend or interest payments, income taxes and excise taxes) or confiscatory taxation, as
well as various other laws and regulations, including anti-money laundering laws, may
also affect the Capital Structure Fund's investment in non-U.S. securities and its other
investments in entities located outside the United States. The Fund may incur higher
expenses from investment in non-U.S. securities and outside the United States, in
particular, in emerging markets, than from investment in U.S. securities and in non-
emerging markets because of the costs that must be incurred in connection with
conversions between various currencies and because non-U.S. brokerage commissions
may be higher than commissions in the United States. Non-U.S. markets also may be
less liquid, more volatile and subject to less stringent governmental supervision than in
the United States. The Capital Structure Fund's investments in non-U.S. countries could
be adversely affected by other factors not present in the United States, including lack of
uniform accounting, auditing and financial reporting standards and potential difficulties
in enforcing contractual obligations and in hedging market risk.
Valuation Risk; Use of Estimates
Valuation agents value the Capital Structure Fund's positions using the methodologies set
forth in the Capital Structure Fund's PPM and the administrator calculates the net asset
value of the Capital Structure Fund based on pricing information gathered. Such
valuations will affect the Capital Structure Management Fee and the Capital Structure
Incentive Fee received by Hudson Bay Capital and its affiliates.
The values of the Capital Structure Fund's positions are based, to the extent possible, on
independent third-party pricing sources, which may include quotes provided by brokers
and dealers and valuation agents. However, it is not unusual for the prices quoted by
dealers for informational purposes to materially differ from the prices at which the same
dealers are willing to actually enter into transactions. This discrepancy can cause
unexpected net asset value declines if the Capital Structure Fund is required to sell a
position which it had been valuing based upon dealers' marks. Moreover, certain
valuations cannot be made on the basis of third-party pricing sources. The fair market
value of those investments of the Capital Structure Fund for which a reliable third-party
quote is not available is based on other relevant sources deemed reliable by a 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
by it to be an accurate valuation of a particular direct or indirect investment of the Capital
Structure Fund, is subsequently found to be inaccurate.
The Corporate Value Fund
Methods of Analysis, Investment Strategies and Risk of Loss
The Corporate Value Fund's strategy is focused on identifying and investing in the
securities of companies (as previously defined, "Targets") that are targets of buyouts or
63
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0084847
CONFIDENTIAL
SONY GM_00231031
EFTA01384561
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