D. E. SHAW & COMPANY ., INC.

The Adviser and its related persons devote a portion of their time to clients, while also dedicating a substantial amount of time to Other Activities, including the business and affairs of DESCO Favorable Entities. Information and expertise gained from client work may be used for Other Activities, potentially decreasing its utility to the client, especially if those activities compete with the client. Other Activities also expose the Adviser and its related persons to risks independent of those associated with any particular client. Certain clients may acquire control positions in companies and become involved in managing them. The Adviser may retain existing management, even with a negative track record, or install new management without relevant experience. For each of the Adviser’s investment strategies, a strategy head and/or one or more other supervisors are responsible for reviewing trading data and other reports on a regular basis and overseeing the associated trading activity. The Adviser also uses one or more independent third parties to conduct financial audits of the accounts of the Funds.

The Adviser's investment activities are divided into three categories: systematic, discretionary, and hybrid strategies. Systematic strategies use quantitative models embodied in computer software to identify underpriced and overpriced securities, manage portfolio risk, and reduce transaction costs. Discretionary strategies are based on the analysis of companies, resources, industries, economies, and entrepreneurial opportunities by professionals with asset- and market-specific knowledge. Hybrid strategies combine systematic and discretionary approaches. The investment strategies may be distinguished by asset class, instrument type, industry sector, geography, data inputs, time horizon, and investment approach. Each strategy may comprise multiple elements, reflecting distinct investment theses based on quantitative and/or qualitative factors. The Adviser may alter its investment approach and/or risk tolerances to deploy capital, which could have a material adverse effect on the Adviser’s investment strategies.

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