Hudson Bay Capital Management LP

Item 5.        Fees and Compensation

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,
...

Item 7.        Types of Clients

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.