Capital Company is registered as an investment adviser with the Securities and Exchange Commission (the "SEC"). The General Partner, by virtue of the Management Company's registration with the SEC, is considered to be registered as an investment adviser with the SEC. The Management Company is responsible for the in

nts to solicit investors in the Partnership, and such arrangements may provide for the compensation of such placement agents for their services at the Management Company's expense on a fully-disclosed basis to the solicited investors. A prospective investor solicited by a placement agent will be advised, and asked to

HUBUS133 Alpha Group Capital Asset allocations among strategies are generally based on a bottom-up approach, but are bounded based on the Management Company's ongoing analysis of prevailing market conditions. The Underlying Funds neither focus on, nor limit their trading to, any geographic area, industry

utilized by the Management Company at the time of the preparation of this Memorandum. The Guidelines may be adjusted and/or change in the future at the Management Company's discretion provided that the Management Company believes that such an adjustment or change is in keeping with the definition of a Longer Term Inves

s to a withdrawing Limited Partner in a timely manner. Illiquidity can also disconnect market values from the historical pricing indicators used in the Management Company's investment analysis. Generally, the fewer transactions that take place, the greater the risk of market values not reflecting true pricing relationsh

benefit the Partnership or its affiliates, corporate access, access to deal flow and other services or items. Such services and items may influence the Management Company's selection of brokers. (See "Brokerage Practices.") Counterparty Risk Each Underlying Fund has established relationships and expects to establish a

fiable information of the Limited Partners may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of the Management Company's or the Partnership's proprietary information may cause the Management Company, the Partnership, or an Underlying Fund to suffer, among other things

he investment program. New rules requiring unbundling the costs of research and other services from dealing commission and further restrictions on the Management Company's ability to receive certain types of goods and services from brokers may also result in an increase in the investment-related expenditure of an Unde

g to potential disputes or misunderstanding with counterparties. Whether an Underlying Fund's use of derivatives will be successful will depend on the Management Company's ability to select appropriate transactions for such Underlying Fund. Regulation in the Derivatives Industry There are now many rules related to de

PM Tranche that exceed the assets associated with such PM Tranche's investment strategy, and such strategy is leveraged (which may be the case for the Management Company's strategies), losses in such PM Tranche in excess of aggregate balances of the Capital Accounts attributable to such PM Tranche will be allocated am

The Underlying Funds purchase and sell credit derivatives contracts (primarily credit default swaps). Credit default swaps can be used to implement the Management Company's view that a particular credit, or group of credits, will experience credit improvement or deterioration. In the case of expected credit improvement

sful in continuing to develop and maintain effective quantitative models, and the necessity of continuously updating these models demonstrates that the Management Company's past successful results may not be representative of the Partnership's future performance. Models are subject to limitations, including, but not li

th the Regular Portfolio as more particularly set forth above. As a consequence, the non-SRI Investors may be adversely (or positively) affected by the Management Company's compliance with the specific investment criteria applicable to the SRI Shares to the extent such investment criteria cause the non-SRI Investors to

Management Company deems suboptimal, alternate rules may be applied. Because Restricted Investments may include hedges (internal and otherwise) in the Management Company's discretion, the Restricted Investments Reallocation may result in a different allocation of profits and losses to the SRI Investors and the non-SRI

(i) the relationships among the Underlying Funds, the Other Accounts, the Management Company and its affiliates are complex and dynamic and (ii) as the Management Company's, the General Partner's and the Underlying Funds' respective businesses change over time, the Management Company, the General Partner and their affi

Providers to the Partnership as well as parties that trade in the same markets as the Underlying Funds. These investments create a conflict between the Management Company's duty to act in the best interests of the Underlying Funds and its incentive to generate revenue for the companies in which the Hudson Bay Parties i

or pay for such products or services. In such case, the Management Company would have an incentive to select or recommend a broker-dealer based on the Management Company's interest in receiving research or other products or services, rather than on an Account's interest in receiving most favorable execution. At least

is a transaction that is prohibited by ERISA or the Code. Eligible Indirect Compensation. The disclosures set forth in this Memorandum constitute the Management Company's good faith efforts to comply with the disclosure requirements of Form 5500, Schedule C and allow for the treatment of its compensation as eligible i