D. E. Shaw Investment Management, L.L.C.

DESIM is a Delaware limited liability company and an investment adviser registered with and regulated by the SEC under the Advisers Act. DESIM serves as an investment adviser to certain clients through separately managed accounts and as the managing member or manager of, and/or the investment adviser to, certain affiliated collective investment vehicles and other entities in the D. E. Shaw group (such investment vehicles and other entities, collectively, the “Funds”). With respect to certain Funds, the Adviser provides investment advice to such Funds in its capacity as their managing member or manager. (As used in this brochure, the term “clients” refers both to the Adviser’s separately managed account clients and to the Funds, as applicable.) The investor base of the Funds comprises institutions and other sophisticated investors, including highnet-worth individuals. These investors must meet certain minimum financial requirements (e.g., an institution generally must own and invest on a discretionary basis at least $25 million of certain investments), among other requirements, to be eligible to participate in the Funds, which are structured as private investment companies that are exempt from registration as investment companies under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). The D. E. Shaw group was founded in 1988. DESIM was formed in and has been a registered investment adviser since 2005. The D. E. Shaw group invests globally in both public and private markets and uses a broad array of strategies, including systematic strategies based on quantitative and computational techniques, discretionary strategies based primarily on human analysis, and hybrid strategies that combine systematic and discretionary approaches to investing. D. E. Shaw & Co., L.P. (“DESCO LP”) is the managing member and sole owner of DESIM. DESCO LP’s principal owner is Dr. David Elliot Shaw. Other entities and individuals hold minority stakes in DESCO LP. DESIM bases its advice to clients on the investment objectives and restrictions (if any) set forth in such clients’ applicable investment management agreements, offering memoranda, organizational documents, and/or subscription agreements, as the case may be (each, a “Governing Document,” and collectively, the “Governing Documents”). DESIM managed approximately $31,002,600,000 in investment capital on a discretionary basis as of June 1, 2026.

DESIM acts as an investment adviser on a discretionary basis to managed accounts and to Funds. DESIM’s compensation for such services comprises an asset-based fee (a “Management Fee”) and in some cases also includes a performance-based fee, charge, or allocation (each, a “Performance Charge”). The definitive terms of such compensation, including whether DESIM deducts or invoices for fees, are generally set forth in the applicable Governing Document. Management Fees generally are paid monthly or quarterly in arrears, unless otherwise set forth in the applicable Governing Document.

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DESIM may enter into Performance Charge arrangements with clients that fall within the definition of a “qualified client” pursuant to Rule 205-3 under the Advisers Act or as permitted under Section 205(b) of the Advisers Act. Performance Charges generally are paid in arrears but, where applicable, may be paid at the time of termination of the advisory agreement (with respect to a managed account) or at the time of a withdrawal or distribution of capital (with respect to a Fund), in each case unless otherwise set forth in the applicable Governing Document. The fee schedule for managed account clients that deploy DESIM’s “Active Equity Strategies” (as outlined in “Methods of Analysis and Investment Strategies” in Item 8 below) typically comprises a Management Fee that ranges from 24 basis points annually to 99 basis points annually, depending on a client’s account size, expected risk level, benchmark index, and investment approach. The Management Fee is for investment management services only; third-party custodial fees and brokerage commissions and other fees are not included. Fund clients that deploy DESIM’s “Active Equity Strategies” (as outlined in “Methods of Analysis and Investment Strategies” in Item 8) generally have two series of regular member interests. One series is assessed a Management Fee that generally is comparable to the Management Fee applied to managed accounts utilizing the corresponding investment strategy. The other series is assessed a reduced Management Fee as well as a Performance Charge, typically equal to 20% of the Fund’s outperformance relative to the stated benchmark for the relevant investment strategy, subject to a relative loss carryforward provision. Fund clients that deploy strategies on DESIM’s “Orienteer Platform” (as outlined in “Methods of Analysis and Investment Strategies” in Item 8 below) have only a single series of regular member interests; such series is assessed a Management Fee that ranges from 78 basis points annually to 117 basis points annually. Fund clients that deploy the investment strategies on DESIM’s “Lithic Platform” (as outlined in “Methods of Analysis and Investment Strategies” in Item 8 below) have two series of regular member interests. One series is assessed a Management Fee that ranges from 180 basis points annually to 235 basis points annually. The other series is assessed a Management Fee that ranges from 100 basis points annually to 135 basis points annually as well as a Performance Charge of 20% of net profits, subject to a loss carryforward provision. In general, if a Management Fee has been paid in full in advance for a period in which the advisory contract with the relevant client has been terminated, or, with respect to a Fund, for the period in which an investor has withdrawn its investment in such Fund, the applicable portion of such Management Fee paid relating to the portion of the period after such termination or withdrawal will be returned or credited to the client or to the withdrawing or redeeming Fund investor, subject to the terms of the applicable Governing Document; however, Governing Documents related to Funds typically do not permit such intraperiod terminations or withdrawals. A client may terminate an advisory contract before its expiration date by complying with the provisions regarding termination provided in the advisory contract. The Adviser negotiates fees and other terms in certain cases. From time to time, the Adviser has entered into agreements with certain underlying investors in the Funds that provide for terms of investment that

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are more favorable than the terms set forth in the applicable Governing Document. Such terms may include, among other things, the waiver, reduction, or rebate of Management Fees, Fund expenses, and/or Performance Charges; the provision of additional information or reports; more favorable transfer and/or withdrawal rights; provisions regarding indemnification and/or the jurisdiction and choice of law for disputes regarding the investment; provisions regarding the investor’s and/or the Adviser’s confidentiality obligations; and “most-favored-nation” provisions covering one or more terms or rights. No such agreement necessarily entitles any other Fund investor to the same terms of investment as offered in such agreement. Clients incur expenses in connection with custodial or brokerage services outlined in Item 12. In addition, as set forth in the applicable Governing Document, each Fund incurs operating costs and expenses (collectively, “operating costs”) that are borne by the investors in the applicable Fund. DESIM’s separately managed account clients generally are not charged any operating costs relating to services provided by DESIM. For certain Funds, and subject to the applicable Governing Document, examples of operating costs include, without limitation: (a) organizational costs of a Fund, generally subject to a cap; (b) costs related to the acquisition, holding, monitoring, maintenance, or disposition of investments held or pursued by a Fund (whether or not such investments are consummated), such as transaction costs (including without limitation commissions; brokerage, exchange, clearing, and other similar costs; and finder’s, break-up, success, and other similar fees); costs related to exchange memberships; financing costs; costs related to data and information services; due diligence and research costs; travel costs (including without limitation transport, food, and lodging costs); management fees, performance charges, and other expenses and costs imposed by unaffiliated funds (including exchange-traded funds and money market mutual funds) or otherwise paid or reimbursed to third parties; and costs for accounting, consulting, valuation, legal, tax, or other services and technology; (c) costs related to the general operations of a Fund, such as costs related to administration (including costs associated with services provided by any third-party administrator to a Fund); costs related to accounting, audit, consulting, financial operations, legal, reporting, tax, post-trade support (including costs associated with technology and services provided by Arcesium LLC, as discussed in “Services Provided by Arcesium LLC” below), treasury, valuation, independent agent, and other services and technology; costs related to the preparation and provision of certain additional information provided to some or all underlying investors and/or prospective investors in a Fund; costs related to data and information services; costs related to the ongoing offering of Fund interests (including costs related to U.S. and/or non-U.S. registrations or filings (on behalf of a Fund, the Adviser, or any other related person) required for the offering and/or distribution of Fund interests); costs related to amendments or other modifications to any Governing Document or other document relating to a Fund; insurance costs; costs related to regulatory compliance, including without limitation regulatory filings, registrations, licenses, inquiries, and examinations; costs associated with the formation and operation of subsidiaries and other Page 6 of 122

entities owned in whole or in part by a Fund; and costs associated with any restructuring, liquidation, winding up, or dissolution of a Fund; (d) costs related to information technology used in connection with investments held or pursued by a Fund (whether or not such investments are consummated), research and development in respect of investment strategies that may be deployed by a Fund, and/or the general operations of a Fund, such as computer and communications hardware and related storage, hosting, connectivity, and maintenance costs; software licensing, servicing, and development costs; and costs associated with disaster recovery programs; (e) taxes, duties, or other related costs (other than amounts treated as distributions); (f) certain other costs that may be charged or withheld, or for which reserves may be established, upon an underlying investor’s withdrawal from a Fund or upon a distribution to an underlying investor in a Fund, as outlined in the applicable Governing Document; (g) costs associated with indemnification, including without limitation any indemnification payment or contribution by a Fund to any person, whether pursuant to a Governing Document or any other agreement; (h) costs associated with any actual or potential litigation, arbitration, mediation, investigation, examination, information request, proceeding, or other similar matter (including without limitation matters involving any regulatory or self-regulatory body or any governmental or tax authority), including without limitation the amount of any judgment, settlement, fine, penalty, or other amount related to any such matter, except in each case to the extent that such costs are treated as distributions; and (i) actual or estimated costs of, and reserves for, any other expense, liability, or obligation arising out of or related to the operations of a Fund. Operating costs may include costs in addition to or different from those outlined above. Operating costs may be fixed or variable. Variable costs may be determined by reference to, among other things, a Fund’s usage of the applicable technology or service (e.g., commissions paid per trade); the aggregate assets of the applicable Fund or the capital deployed and/or committed (as applicable) in connection with a particular investment or investment strategy (e.g., an asset-based administration or management fee or a finder’s fee); the costs incurred by the applicable service provider or other person (e.g., the reimbursement of such person’s incidental expenses); and/or the performance of investments held or pursued by a Fund (whether or not such investments are consummated). The Adviser will make all computations, determinations, and designations regarding operating costs, including whether a particular item constitutes an operating cost; any adjustment to operating costs; the allocation of any particular operating cost to one or more clients or categories of client interests; the fiscal period(s) in which any particular operating cost will be charged; whether a particular operating cost constitutes an organizational cost; and the allocation of operating costs (or elements of particular operating costs) between the Adviser’s clients and the Adviser and/or its affiliates. The allocation of operating costs (or their elements) between the Adviser’s clients and the Adviser and/or its affiliates, as well as between clients or categories of client interests, will be determined by the Adviser and/or its

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The Adviser primarily deploys three types of investment strategies—its “Active Equity Strategies,” strategies on its “Orienteer Platform,” and the strategies on its “Lithic Platform.” With respect to its Active Equity Strategies, the Adviser applies the D. E. Shaw group’s quantitative and computational techniques, based on the D. E. Shaw group’s experience in managing alternative investment strategies, to construct benchmark-relative equity strategies for both separately managed accounts and Funds. The Adviser can customize its Active Equity Strategies by allowing a client to select a portfolio benchmark from a number of U.S., international, and global equity indices. The Adviser can manage its Active Equity Strategies on either a long-only basis or using a “130/30,” “150/50,” or similar investment approach. The portfolios of Funds and managed accounts in which the Adviser deploys its Active Equity Strategies are generally expected to include common and preferred stock (including ETFs and other investment companies), swaps and other derivative instruments and contracts related to the foregoing, and money market instruments. In particular, such portfolios are expected to be focused on corporate equity securities publicly traded in U.S. and foreign markets (whether held directly or via swap) and ETFs.

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With respect to the strategies on its Orienteer Platform, the Adviser seeks to generate attractive riskadjusted returns across various asset classes through asset allocation and alpha generation. The Adviser can deploy the strategies on its Orienteer Platform at varying levels of targeted volatility, as well as offering non-U.S. dollar-denominated vehicles that deploy currency hedging strategies. In deploying the strategies on its Orienteer Platform, the Adviser is expected to make extensive use of subjective, qualitative evaluation in the formulation and/or execution of many of its investment decisions. The Adviser also is expected to make use of computer technology and/or quantitative analysis in the formulation and/or execution of certain investment decisions. With respect to the strategies on its Lithic Platform, the Adviser pursues what it considers to be an active, multi-asset class investment strategy that generally seeks exposure to (a) (i) global single stocks, (ii) global macro assets, and (iii) opportunistic trades sourced primarily from the D. E. Shaw group’s alternative investment strategies, and/or (b) positions intended to mitigate exposure to sharp drawdowns in U.S. equity markets during periods of high volatility in such markets. The Adviser can deploy strategies including all such exposures or a subset of such exposures for clients on its Lithic Platform and can offer such strategies at varying levels of targeted volatility. In deploying the strategies on its Lithic Platform, the Adviser is expected to make extensive use of computer technology and quantitative analysis in the formulation and/or execution of many of its investment decisions. The Adviser also is expected to make extensive use of subjective and/or qualitative evaluation in the formulation and/or execution of certain of its investment decisions. The instruments in which Funds deploying strategies on the Adviser’s Orienteer Platform or Lithic Platform may invest include without limitation common and preferred stock; futures, options on futures, and forward contracts (including bond, commodity, currency, equity, and equity index futures and currency forwards); volatility-related instruments (including volatility index futures and interest rate swaptions); options, rights, warrants, exchangeable securities, and participation instruments; convertible bonds, convertible preferred securities, other convertible securities, and/or other similar securities, instruments, or interests; synthetic and/or structured convertible or exchangeable products; investment contracts (including bond future, commodity, equity index, and foreign exchange options); swaps (including total return, variance, volatility, asset, credit default, equity, interest rate, commodities, and/or currency swaps, as well as swaps on futures), swaptions, and equity and other derivative instruments (and indices of any of the foregoing); indices; business development companies, exchange-traded funds, exchange-traded notes, and interests in other investment companies or unit investment trusts; currencies and currency-related instruments; bonds, notes, debentures, bills, trade claims, and other forms of indebtedness or liability issued or incurred by corporations, banks, sovereign nations, governmental agencies and instrumentalities, municipalities, or any other persons; energy-related products and instruments; weather-related instruments; emissions allowances and transmission rights; Commodity Interests (as defined below); structured debt or equity investments, including collateralized loan obligations, credit risk transfer securities, mortgage-backed securities, and other asset-backed securities, including securities backed by various forms of consumer and asset-based finance receivables; mortgages, receivables, and other assets of the type that could underlie the instruments, securities, and/or indebtedness in which the Fund may invest (whether acquired as a result of foreclosure or otherwise); Mortgage TBAs (as defined below); interests in real estate investment trusts, real estate operating companies, and other forms of real property-related instruments; American depositary receipts and Page 12 of 122

global depositary receipts; cash and cash equivalents; money market instruments; credit-linked notes, financial guarantees, financial guarantee-linked notes, and credit protection agreements; instruments related to capital relief, capital optimization, risk sharing, risk transfer, or other similar transactions; bank notes, term loans, debtor-in-possession loans, revolving loans, bank guarantees, letters of credit, secured and unsecured loans, syndicated loans, portfolios of loans, and other forms of lender assets or obligations; Insurance-Related Investments (as defined below); royalty trusts; Digital Assets (as defined below); hybrid securities combining features of debt and equity investments; shares of or related to SPACs (as defined below) (including founder shares); limited partnership, limited liability company, and other limited liability interests; general partnership and other unlimited liability interests; master limited partnership interests; interests in portfolio funds; financial interests in settlements of legal disputes; and/or any other security, instrument, interest, or property selected by the Adviser (collectively, “Investments”). For the avoidance of doubt, the securities, instruments, interests, and property described in this paragraph may be held directly, indirectly, synthetically, and/or in any other manner, subject to the applicable Governing Document. Investments held in connection with the strategies on the Adviser’s Orienteer Platform and/or Lithic Platform are expected to relate to markets and/or issuers both in the United States and outside the United States. Moreover, the types of Investments held, the countries in which the issues of such Investments are located or to which such Investments have exposure, the percentage of the applicable markets or instruments that such Investments represent, and the concentration of particular Investments and/or investment activities for a client are expected to vary significantly from client to client and, with respect to each client, will vary over time. Such Investments may be traded on exchanges, “over-the-counter,” or on any other markets, or may not be traded on any exchange or other market. In addition, subject to the applicable Governing Document, the Adviser is expected to cause clients to hold (potentially significant) “buffers” of cash and cash equivalents to support their activities. Any such buffers may be held for any purpose, including without limitation in connection with investment activities, financing activities, or hedging activities and/or to pay (or establish reserves for) operating costs, Management Fees, Performance Charges, or other expenses, obligations, and/or operating needs of the applicable client. The Adviser’s trading and other authority with respect to a particular client is outlined in the applicable Governing Document. Certain Risk Factors An investment in a managed account or Fund managed by the Adviser involves substantial risks that should be carefully considered by a prospective client or investor, respectively. Certain risk factors that are applicable to such an investment are outlined below. With respect to Funds, additional risk factors are outlined in the applicable Governing Document. It should be noted, however, that there likely are other risk factors applicable to such an investment that are not identified in this brochure (e.g., risk factors that arise only after the date hereof). The realization of any of the risks outlined below and/or in the applicable Governing Document, as well as any other risks that are not identified, could result in material losses to investors and/or otherwise could have a material adverse effect on a client, some or all of its Investments, and/or one or more investors. Moreover, certain such risk factors could interact with and/or exacerbate each other, which could significantly increase the resulting losses and/or other adverse effects on a client, such Investments, and/or such investors. Prospective investors should also consult Page 13 of 122

their own legal, investment, tax, and other advisers, and the applicable Governing Document, as to whether such an investment is appropriate for them. It should be noted that many of the risk factors outlined under one caption or heading are applicable to one or more other captions and headings. No Assurance of Investment Return An investment in a managed account or Fund managed by the Adviser involves a high degree of risk, including the risk that the entire amount invested will be lost. An investment in a managed account or Fund managed by the Adviser is not intended as a complete investment program. Such an investment should be regarded as highly speculative in nature and appropriate only for a sophisticated investor that can afford a loss of its entire investment and that is financially able to invest for an indefinite period. It should not be assumed that an investment in a managed account or in a Fund managed by the Adviser will be profitable. In addition to the risk of loss on such a managed account’s or Fund’s Investments, an investment in a managed account or Fund managed by the Adviser is subject to the direct and indirect fees and expenses outlined elsewhere in this brochure or in the applicable Governing Document, including any applicable Management Fee and operating costs, which will reduce returns (possibly materially) and require that the managed account or Fund make a certain amount of profit from its investing activities in order for an investment in such managed account or Fund simply to break even. With respect to any particular investment vehicle sponsored, advised, and/or managed by the Adviser, neither the past, current, and/or simulated performance of such vehicle, nor the past, current, and/or simulated performance of any other vehicle sponsored, advised, and/or managed by the Adviser or any related person, nor the past, current, and/or simulated performance of any investment strategy deployed by the Adviser or any related person (including any strategy that is substantially the same as, or substantially similar to, all or certain elements of the strategy pursued by such investment vehicle), is indicative of the results that will be achieved in the future by such investment vehicle (or by any other investment vehicle). Further, such past, current, and/or simulated performance provides no assurance of the success of any strategy or vehicle in achieving its investment objectives. Managed accounts and Funds managed by the Adviser have (or have had) investment strategies; personnel; access to capital; structures and terms; hedging strategies; financing, trading, and/or other counterparty relationships; and/or other attributes that differ significantly from (and, in certain cases, are more favorable than) those of another client. Moreover, such managed accounts and Funds might have operated in market conditions that were more favorable to the investment strategies deployed by such managed account or Fund than current or future market conditions are or will be. General Factors The operating results, financial condition, activities, and prospects of a managed account or Fund managed by the Adviser could be materially adversely affected by changes or instability in market, economic, political, technological, regulatory, and social conditions, as well as by many other factors outside the control of the Adviser.

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DESIM’s clients include public and private pension plans, investment companies registered under the Investment Company Act, Undertakings for the Collective Investment in Transferable Securities (“UCITS”) governed by Directive 2009/65/EC, and certain other institutional investors. DESIM’s clients also include the Funds, which are structured as private investment companies that are exempt from registration under the Investment Company Act. A minimum dollar value of assets and other conditions are typically imposed on clients. DESIM advises clients that are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). DESIM qualifies as a “qualified professional asset manager” (“QPAM”) as defined by ERISA. As a result, client transactions directed by the Adviser may be exempt from certain prohibited transaction rules under ERISA.

As outlined in Item 5, the Adviser and/or its related persons accept Performance Charges, the terms of which are set forth in the applicable Governing Document; the amount of such Performance Charges varies, whether in percentage terms or in absolute dollar amounts, among clients. Furthermore, the Adviser and/or its related persons receive the benefit of other more favorable terms (such as with respect to Management Fees or the reimbursement of expenses) in connection with their management of certain clients than in connection with their management of other clients.

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The Adviser and/or its related persons hold significant ownership interests in certain Funds. For purposes of this brochure, (a) “Significant Management Capital Entity” refers to any Fund or other entity that is beneficially owned (directly or indirectly) by the Adviser and/or one or more of its related persons, who together hold twenty-five percent (25.0%) or more of the entity’s ownership interests (possibly including a substantial majority or all of such ownership interests), as determined by the Adviser and/or its related persons, and (b) “DESCO Favorable Entity” refers to any Fund or other entity (i) in which the Adviser and/or its related persons receive the benefit of more favorable terms (including without limitation higher Performance Charges, higher Management Fees, and/or more generous expense reimbursement provisions) than those applicable to a particular Fund or (ii) that is beneficially owned (directly or indirectly) by the Adviser and/or other related persons, who together hold a substantial percentage of the entity’s ownership interests (possibly including a substantial majority or all of such ownership interests); in the case of each of clauses (i) and (ii), as determined by the Adviser and/or its related persons. For the avoidance of doubt, each Significant Management Capital Entity is also a DESCO Favorable Entity. Certain clients and related persons currently qualify as Significant Management Capital Entities or DESCO Favorable Entities. In the future, (x) any client and/or related person could become a Significant Management Capital Entity or other DESCO Favorable Entity, (y) the Adviser’s and/or its related persons’ ultimate beneficial ownership of a Significant Management Capital Entity or other DESCO Favorable Entity may increase, and/or (z) the Adviser or its related persons may receive more favorable terms with respect to a DESCO Favorable Entity. Clients and prospective clients should note that certain Significant Management Capital Entities currently are or in the future might become (or might cease to be) principals for purposes of Section 206(3) of the Advisers Act, in each case based on current SEC staff guidance and the direct or indirect investments in such Significant Management Capital Entities by one or more of the Adviser and its related persons and/or controlling persons. Further, clients and prospective clients should note that certain Significant Management Capital Entities and other DESCO Favorable Entities currently invest in various asset classes in which other clients also invest and, in certain cases, pursue investments and/or investment strategies (or elements thereof) that are substantially the same as, or substantially similar to, one or more of the investments and/or investment strategies pursued by clients that are not DESCO Favorable Entities. The Adviser and/or other related persons (a) hold investments in DESCO Favorable Entities that are larger, whether in percentage or absolute dollar terms, than investments they hold in certain other clients and/or (b) provide services to DESCO Favorable Entities that generate higher compensation (e.g., in the form of Management Fees, Performance Charges, and/or other amounts), whether in percentage or absolute dollar terms, than the compensation generated by certain other clients. As a result, the Adviser and/or its related persons have incentives to deploy more profitable investment strategies (including investment strategies with higher returns and/or Sharpe ratios) on behalf of, or to allocate more profitable investment opportunities to, such DESCO Favorable Entities instead of other clients, and have in fact done so on behalf of certain DESCO Favorable Entities (including Significant Management Capital Entities and/or other DESCO Favorable Entities) and expect to continue doing so in the future. Deployment or allocation of such investment strategies or opportunities to a DESCO Favorable Entity decreases the number and quality of investment strategies and opportunities available to such other clients. Further, the Adviser and its related persons have incentives to increase the capital invested by such persons in Significant Management Capital Entities and other DESCO Favorable Entities, even if

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such increase would exacerbate the conflicts of interest described in this paragraph. More generally, the divergent interests of DESCO Favorable Entities, on the one hand, and other clients and/or the underlying investors of Fund clients, on the other hand, create incentives for the Adviser and certain of its related persons to devote more time and resources to such DESCO Favorable Entities rather than to other clients. For all of the foregoing reasons, the Adviser and/or its related persons face conflicts of interest in respect of the allocation of investment opportunities among clients. Please see Item 10 for information regarding certain such conflicts and Item 12 for a discussion of aggregated client orders.

particular client, (b) other activities that are unrelated or only partly related to the business and affairs of any particular client (e.g., but without implied limitation, advising or managing other clients) that are pursued by the Adviser and/or by other related persons (“Other Activities”), (c) the allocation of resources and opportunities among clients and/or other related persons, (d) the existence of positions held by certain clients and/or related persons that are the same as or related to, or that conflict with, positions held by other clients, (e) the incurrence of operating costs on behalf of one or more Fund clients and, more generally, the allocation of expenses among clients and/or other related persons, (f) principal, cross, Page 96 of 122

and other transactions involving a client and one or more other clients and/or other related persons, and (g) access to and use of sensitive non-public information. As noted in Item 6, certain clients and related persons currently qualify as Significant Management Capital Entities or other DESCO Favorable Entities. The conflicts of interest outlined in this Item 10 are expected to be particularly acute with respect to such entities. Moreover, in the future, (a) any client and/or related person could become a Significant Management Capital Entity or other DESCO Favorable Entity, (b) the Adviser’s and/or its related persons’ ultimate beneficial ownership of a Significant Management Capital Entity or other DESCO Favorable Entity may increase, and/or (c) the Adviser or its related persons may receive more favorable terms with respect to a DESCO Favorable Entity, exacerbating the conflicts of interest outlined in this brochure. Clients and prospective clients should note that certain Significant Management Capital Entities currently are or in the future might become (or might cease to be) principals for purposes of Section 206(3) of the Adviser Act, in each case based on current SEC staff guidance and the direct or indirect investments in such Significant Management Capital Entities by one or more of the Adviser and its related persons and/or controlling persons. Further, clients and prospective clients should note that certain Significant Management Capital Entities and other DESCO Favorable Entities currently invest in various asset classes in which other clients also invest and, in certain cases, pursue Investments and/or investment strategies (or elements thereof) that are substantially the same as, or similar to, one or more of the investments and/or investment strategies pursued by clients that are not DESCO Favorable Entities. Although this section outlines certain conflicts of interest, it does not purport to identify or describe all such conflicts. Disclosures regarding conflicts of interest and their resolution generally will be contained in the applicable Governing Document, this brochure, and/or another document. Other documents, such as financial or periodic reports, furnished to clients or investors also may contain disclosure regarding conflicts of interest. Any of the conflicts of interest outlined below and/or in the Governing Document for the applicable client, as well as any other conflicts of interest that are not identified, could result in material losses to such client and/or the underlying investors of a Fund client and/or otherwise could have a material adverse effect on a client, some or all of its Investments, and/or one or more such underlying investors. Moreover, certain such conflicts of interest could interact with and/or exacerbate each other, which could significantly increase the resulting losses and/or other adverse effects on a client, such Investments, and/or such underlying investors. It should be noted that many of the conflicts of interest outlined under one caption or heading are applicable to one or more other captions and headings. The Adviser and its related persons have policies to address certain of the conflicts of interest outlined in this Item 10 and elsewhere in this brochure. However, any such policies will not necessarily eliminate the effects of such conflicts. Moreover, in certain instances the application of such policies is likely to result in an economic benefit to certain clients (including Significant Management Capital Entities or other DESCO Favorable Entities) or to the Adviser’s related persons and not to other clients and/or an economic harm to one or more clients. No assurances can be given that any of the matters outlined in this Item 10 or elsewhere in this brochure, or any decision made by the Adviser and other related persons with respect to

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such matters, would not benefit one or more clients and/or related persons and/or would not materially adversely affect one or more clients and/or one or more particular underlying investors of a Fund client. The Adviser and other related persons have the authority to make all determinations with respect to any actual or potential conflicts of interest, including whether and how such conflicts of interest will be mitigated or resolved. Subject to applicable law, such determinations will be made without notice to or the consent of any client or the underlying investors of any Fund client. Conflicts Arising from Management and Operations of Clients Various conflicts of interest arise from the management and operations of the Adviser’s clients, certain examples of which are outlined in this Item 10 or elsewhere in this brochure. For example, for clients from which the Adviser or its related persons receive a Performance Charge, the existence of such Performance Charge, along with the absence of provisions requiring the Adviser or such related persons to absorb an equivalent percentage of any cumulative losses (other than as specified in the relevant provisions outlined in the applicable Governing Documents), creates an incentive for the Adviser and/or such related persons to make decisions and/or investments on behalf of a client that are riskier and/or more speculative than those that would be made in the absence of a Performance Charge. Another example of such conflicting incentives relates to the authority of the Adviser and its related persons to value each client’s portfolio and to make determinations about a client’s Management Fee and/or Performance Charge. Because such valuations and such determinations affect the amount of the Management Fee and/or Performance Charge payable or allocable by a client to the Adviser and its related persons, the Adviser and its related persons have an incentive to overvalue a client’s Investments. Similarly, the Adviser and its related persons have incentives to secure a large capital base in order to increase the amount of the Management Fee and to increase the potential amount of any Performance Charge. However, a large capital base could make it difficult to generate returns for a client as favorable as those that could be generated if the client had a smaller capital base. The Adviser and/or its related persons have incentives to allocate expenses to a Fund to the extent that doing so would (a) reduce the amount of expenses that would be borne by the Adviser or such related persons (either directly or, for example, indirectly through their ownership of other Funds) and/or (b) increase the fees and other compensation the Adviser and/or its related persons receive from other clients (e.g., if such expenses would otherwise be allocated to such other clients). Such conflicts arise in a variety of scenarios, including in determining which expenses (i) relate to the general operations of a Fund and/or to the acquisition, holding, monitoring, maintenance, or disposition of actual or potential Investments, in which case they will be deemed to be “operating costs” and will be borne by the relevant Fund, and which expenses relate to other clients, which may or may not permit reimbursement of such expenses, or (ii) are solely costs of the Adviser or its related persons that should not be borne by the relevant Fund. In addition, the breadth of the definition of “operating costs” creates an incentive for the Adviser or its related persons to incur greater expenses than such entities would incur if such expenses would not be borne by a Fund. Such conflicts are also expected to arise when determining which portions of operating costs are allocable to clients of the Adviser or its related persons that have different expense reimbursement provisions Page 98 of 122

according to their respective Governing Documents. For example, certain Funds have more generous expense reimbursement provisions (including with respect to reimbursement of compensation and rent, other occupancy costs, and/or other overhead costs associated with services provided to the applicable Funds by personnel of one or more of the Adviser or its related persons) than one or more other Funds, which gives the Adviser or its related persons an incentive to (a) deploy more resources (including the services of such personnel) on behalf of the original Funds and/or (b) allocate a greater portion of any shared expenses to the original Funds. The incentives described in this paragraph could lead to decisions or actions by the Adviser or its related persons that have a material adverse effect on a Fund. The Adviser and its related persons also have conflicting incentives with respect to (a) their determinations of whether, when, under what circumstances, and in what manner to permit, require, and/or effect any contributions, withdrawals, and distributions to or from, as applicable, any client or portfolio fund, and (b) their valuation of Investments in connection with any such transactions; in the case of each of clauses (a) and (b), whether such transactions involve one or more third parties, clients, and/or other related persons and whether they are effected on an intra-month basis or otherwise. Among other reasons, such conflicts could arise from the fact that (x) in the case of transactions involving clients and related persons, one or more such clients and/or related persons could include DESCO Favorable Entities, and (y) in the case of transactions involving third parties, one or more such third parties could have other relationships with the Adviser and/or other related persons (e.g., investments in certain of the Adviser’s clients; investments by related persons in any such parties; and/or trading, service, and/or advisory relationships). Accordingly, the Adviser and related persons could have incentives to favor certain other clients, related persons and third parties in connection with any such transactions and valuations, and such transactions and valuations could have a material adverse effect on a client and/or its underlying investors, including (v) by causing a client and/or the underlying investors of any Fund client, directly or indirectly, in effect to overpay for Investments in connection with any such transactions (thereby benefiting one or more third parties, other clients, and/or other related persons, including such DESCO Favorable Entities, at the expense of such client and any such underlying investors), (w) by allowing such other clients, related persons and/or third parties, directly or indirectly, in effect to underpay for Investments in connection with any such transactions at the expense of such client and any such underlying investors, (x) by reducing a client’s access to, and/or its ability to deploy, one or more profitable investment opportunities and/or investment strategies (and/or elements thereof), (y) by requiring the liquidation of Investments more rapidly than otherwise would be desirable and/or at inopportune times, including during times of pronounced market volatility and/or negative performance in markets generally and/or of the relevant portfolio funds or clients, and/or (z) by exposing the client and/or the underlying investors of a Fund client to the risk of adverse selection (i.e., that the client’s portfolio following such liquidation will be less desirable in one or more dimensions than the client’s portfolio prior to such liquidation). Conflicts Arising from Other Activities The Adviser and its related persons (including various DESCO Favorable Entities) currently engage in a range of Other Activities, including Other Activities pursued, directly or indirectly, by such persons on their own behalf and for their own benefit (whether in whole or in part), and there are no limits on the nature or the extent of the Other Activities in which they may engage in the future. Such Other Activities

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Transactions, and Personal Trading The Adviser and its affiliated investment advisers have adopted a code of ethics (the “Code”) that establishes the standard of business conduct that must be followed by, among others, all partners, directors, officers, and employees of the Adviser and these investment advisers (collectively, “Supervised Persons”). The Code incorporates the following general principles, which all Supervised Persons are expected to uphold: act in the best interests of clients; conduct activities and personal securities transactions in a manner consistent with the Code, which seeks to address certain conflicts of interest in this regard; avoid taking any inappropriate advantage of one’s position at the Adviser; maintain confidentiality of information concerning the Adviser’s investment recommendations and client holdings and transactions; and provide accurate disclosure in reports required by auditors, regulators, or government bodies. The Adviser believes that these general principles not only help the Adviser fulfill its obligations undertaken as an investment adviser, but also protect the Adviser’s reputation and instill in employees the Adviser’s commitment to honesty, integrity, and professionalism. The Code also provides guidelines for Supervised Persons regarding adherence to securities laws generally, transactions in personal accounts involving public and private securities and commodities, activities outside of the investment adviser’s business, giving and receiving business-related gifts, and the maintenance and memorialization of certain family and/or close personal relationships. For example, the Code generally requires that Supervised Persons obtain approval prior to effecting a securities or derivatives transaction in a personal or related account over which such person exercises trading

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authority. In addition, the Code requires Supervised Persons to report Code violations and outlines potential sanctions for Code violations. The Adviser’s Chief Compliance Officer is responsible for the Code’s administration, including without limitation the monitoring and review of personal trading of such Supervised Persons, and is available for any questions Supervised Persons have regarding the Code. The Adviser will provide a copy of the Code to any client or prospective client upon request and may choose to provide a copy of the Code to investors in the Funds. Please see Item 10 for additional information regarding certain conflicts of interest arising from circumstances in which the Adviser recommends to clients, or buys or sells for client accounts, securities in which the Adviser or its related persons is invested (or is buying or selling) or otherwise has a financial interest.

Generally, the Adviser has the authority to determine the financial institution or counterparty, if any, to be used for each transaction executed on behalf of each client within the objectives and policies (if any) outlined in the applicable Governing Document or another written agreement with a particular client. In selecting any such financial institution or counterparty, the Adviser seeks to obtain the best execution of transactions for its clients under the circumstances (consistent with what it believes to be the best overall interests of the client) but need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or otherwise to minimize the transaction costs incurred directly or indirectly in such transaction. In particular, the Adviser is expected to consider the overall quality of the execution services offered, which is expected in any particular case to include consideration of some or all of the following factors, as determined by the Adviser: commission costs, transaction costs, inventory and liquidity (including the ability to transact at a given order size), the trading characteristics of the applicable securities, creditworthiness and financial stability, clearance and settlement capability, customer service, the ability to maintain confidentiality, the provision of research and other services (including access to analysts and subject matter experts), potential or perceived conflicts of interest, speed of execution, and/or the ease or difficulty of executing orders (whether due to operational or other considerations), as well as any other financial or non-financial considerations that it determines to be appropriate in connection with making any such selection. Accordingly, transactions will not always be executed at the best price or the lowest available commission. Further, the Adviser is not required to negotiate “execution only” commission rates; thus, the applicable client may be deemed to be paying for other services provided by the relevant financial institution or counterparty that are included in the commission rate, and the Adviser may benefit to the extent it does not itself produce or pay for such services. See “Brokers; Custodians; Other Counterparties” in Item 8 for a discussion of the risks associated with financial institutions and counterparties. Subject to its obligations under the express terms of any applicable agreement and under applicable law, the Adviser may determine the eligibility of, and/or engage and/or direct transactions or commissions to, certain financial institutions and/or counterparties (a) that are directly or indirectly affiliated with the Adviser, (b) that have made (or whose affiliates have made or directed) investments in Funds advised by the Adviser or a related person and/or in other affiliates of the Adviser (including Arcesium), (c) that have Page 116 of 122

certain other relationships with one or more related persons, as outlined in “Conflicts Arising from Other Activities” in Item 10), and/or (d) that may be willing to furnish other services for the benefit of the Adviser and/or other related persons. It is expected that such other services contemplated by clause (d) of the preceding sentence (if any) would include only brokerage and research services that are deemed to fall within the safe harbor provided by Section 28(e) of the Exchange Act or any amendment or successor to such provision. Such services may include the provision of information on economic trends or conditions, political developments, industries, groups of securities, individual countries, and individual companies, as well as brokerage services or communication services related to the execution, clearing, and settlement of transactions. Research or other services obtained in this manner may be used in servicing any or all clients of the Adviser and may be used in connection with advisory accounts other than those that pay commissions and commission equivalents to the financial institution relating to the research or other service arrangements. The receipt of such services from particular financial institutions or counterparties may cause the Adviser to have an incentive to select or recommend such financial institutions or counterparties rather than financial institutions or counterparties from which the Adviser’s clients would receive the most favorable execution. The appropriateness of brokerage commissions is evaluated by the Adviser on an ongoing basis. Shared Positions When trading on behalf of multiple clients, the Adviser and its related persons endeavor to allocate investment opportunities among such clients in a fair and equitable manner. The allocation of trades may vary based on, among other things, differences in investment objectives, capital constraints, and/or leverage preferences among clients, and any anticipated increase or decrease of any particular client’s assets under management. The policies and procedures of the Adviser and its related persons for allocating trades among multiple clients were developed by the firm’s relevant senior management and compliance personnel, and the Adviser and its related persons do not alter such allocation policies without the approval of such personnel. In particular, when portfolio decisions regarding the same instrument are made contemporaneously for multiple clients (including Significant Management Capital Entities and/or other DESCO Favorable Entities), the Adviser may, if consistent with market conditions, client characteristics, and applicable law, bunch or aggregate client orders (including orders for clients in which the Adviser, its related persons, and/or its personnel have beneficial interests) for execution. Such bunching or aggregating of orders might facilitate execution and reduce brokerage and other costs. It is expected that, in some cases, the Adviser (acting alone or together with a related person) will execute a single bunched or aggregated transaction on behalf of multiple entities, while in other cases, the Adviser or a related person will execute separate trades on behalf of each applicable entity. The Adviser reserves the right to determine in each case whether to bunch or aggregate orders or to employ a separate-trade approach. In particular, the Adviser does not expect to bunch or aggregate orders if (a) portfolio management decisions are not made contemporaneously, (b) the Adviser determines that it would be inconsistent with its investment management duties or the interests of its clients to do so, or (c) bunching or aggregating is not practical operationally or otherwise. Because of prevailing trading activity, it is frequently not possible to receive

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the same price or execution on the entire volume of positions purchased or sold in such bunched or aggregated orders. In cases in which positions are purchased or sold in a bunched or aggregated transaction, the Adviser (acting alone or together with another related person) will allocate the resulting position between each participating client using any method chosen by the Adviser in its sole discretion (which is generally expected to be pro rata by each applicable client’s desire to participate in such transaction, pro rata by the capital allocated by each applicable entity to a particular investment strategy (or element thereof), pro rata by each applicable client’s assets under management, pro rata by each applicable client’s existing position size in the pro rata by each applicable client’s order size, pro rata by each applicable client’s existing position size in the relevant investment, or, as applicable, another method consistent with the Shared Strategies preferences outlined in “Deployment and Modification of Investment Strategies and Tools; Exclusive Access; Shared Strategies and Tools; Preferential Access” in Item 10). The Adviser has the authority to increase or decrease the transaction amount allocated to each client to avoid holding odd lots or small numbers of positions for particular clients. If the Adviser is unable to or does not fully execute a bunched or aggregated transaction, determines that it would be impractical to allocate a small number of positions among all of the accounts initially intended to participate in the transaction, or determines to employ an allocation method not described above, the Adviser has the authority to allocate such positions in a manner it determines in good faith to be an appropriate allocation. In addition, the Adviser has the authority to charge or credit each client participating in the transaction (a) with the prices applicable to any filled orders allocated to such client, (b) with the average price of the various prices received for that order, or (c) with a price determined to be an appropriate price. Many of the determinations outlined in this paragraph depend, in whole or in part, on subjective judgments made by the Adviser or the applicable related person of the Adviser. Although it is anticipated that the bunching or aggregating of orders will benefit each participating client in the aggregate over time, such approach may disadvantage certain clients, including without limitation by resulting in partial allocations of filled orders or worse execution prices for such orders. Alternatively, not bunching or aggregating orders may disadvantage certain clients, including without limitation by resulting in higher costs or worse execution prices for such orders. In cases in which orders are bunched or aggregated, the trading activity of multiple clients may be covered by a single contract. In addition, the Adviser and/or related persons have the authority to determine that one or more clients will be party to such contract while one or more other clients will not be party to such contract. In any situation in which the trading activity of multiple clients is covered by a single contract, all applicable clients will be subject to the risk of default by any other applicable client, in each case whether or not such client is party to the contract. Further, to the extent that one or more particular clients are parties to any such contract, such clients and the underlying investors of Fund clients will be exposed to greater risks in the event of a dispute with the counterparty to any such contract than the risks to which any clients that are not party to such contract are exposed. In effecting transactions for multiple clients, it will not always be possible or consistent with the investment objectives of such clients for the Adviser to cause all applicable clients to take or liquidate the same or similar investment positions at the same time or at the same prices. The market and/or other impact associated with certain transactions by one or more clients is expected to materially adversely

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affect (a) the ability of one or more such other clients to liquidate their positions, (b) the price at which such liquidation occurs, and/or (c) if a client does not liquidate its position, the mark-to-market value of such client’s position; in each case potentially resulting in the conferral of an economic benefit on one or more clients at the expense of one or more other clients. The determinations outlined in this paragraph give rise to certain risks and potential conflicts of interest, including risks and conflicts that are substantially similar to those outlined in “Shared Strategies and Tools; Preferential Access” in Item 10 with respect to the allocation of Shared Strategies and Shared Tools. Notwithstanding the foregoing, all such determinations, any of which could have a material adverse effect on the applicable client, will be made without notice to or the consent of a client or the underlying investors of a Fund client. Additional Brokerage Practices Subject to applicable law and the terms of the applicable Governing Document, the Adviser or its related persons may execute transactions in which it or its related persons act as broker or principal, as applicable, and may also execute transactions in which the Adviser and/or its related persons (including one or more DESCO Favorable Entities) have an interest, as outlined in Item 10. The Adviser’s related persons may also have independent authority to determine and direct the execution of the Adviser’s clients’ portfolio transactions, within the objectives and policies (if any) outlined in the applicable Governing Document or another written agreement with a particular client. Subject to the terms of the applicable Governing Document, the Adviser attempts to correct any identified trade errors unless it determines that doing so would not be in the interest of the applicable client. As with all other financial gains and losses attributable to Investments, any financial gains or losses resulting from trade errors generally are borne by the applicable client and, with respect to a Fund client, its underlying investors, subject to the terms of the applicable Governing Document. The Adviser does not currently participate in directed brokerage.

The Adviser and its related persons currently do not directly or indirectly compensate any person (other than supervised persons of the Adviser or its related persons) for client referrals. The Adviser and/or its related persons may enter into capital introduction agreements with certain financial institutions; it is generally expected that the financial institutions would not receive compensation under any such arrangement. Further, the Funds engage internal, and may engage external, placement agents for placement of interests in the Funds.

On September 29, 2023, the SEC issued a settled order finding that language in certain employmentrelated agreements used by DESCO LP raised impediments to employees’ participation in the SEC’s whistleblower program in violation of Rule 21F-17(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). In the order, DESCO LP, without admitting or denying the findings, agreed to a censure, to cease and desist from committing or causing any violations and any future violations of Rule 21F-17(a), and to pay a $10 million penalty. The SEC’s order acknowledged that DESCO LP took a number of steps dating back to 2017 to affirm employees’ whistleblowing rights, including by sending a firmwide email emphasizing those rights and adding specific whistleblower protection language to the firm’s policy materials; however, similar whistleblower protection language was not included directly in DESCO LP’s employment agreements until April 2019 or in its form of separation release until June 2023. DESCO LP remediated the relevant language in all applicable employment-related agreements prior to the issuance of the SEC’s order. DESIM believes there are no other legal or disciplinary events that are material to a client’s or prospective client’s evaluation of its advisory business or the integrity of its management.

Item 10:

Other Financial Industry Activities and Affiliations

Certain management persons of DESIM are registered representatives of D. E. Shaw Securities, L.L.C. (“Securities LLC”), which is a related person of DESIM and a broker-dealer registered under the Exchange Act and a member of the Financial Industry Regulatory Authority, Inc. DESIM and certain of its related persons are currently registered as commodity pool operators (each, a “CPO”) pursuant to the Commodity Exchange Act (the “CEA”) and are members of the National Futures Association (the “NFA”). Certain other of DESIM’s related persons have been listed with the CFTC as commodity pools and will be operated as “exempt pools” in accordance with Commodity Futures Trading Commission Rule 4.7. DESIM is also registered as a commodity trading advisor with the CFTC. Certain management persons of DESIM are registered with the NFA as associated persons of DESIM and each of DESIM’s related persons that is registered as a CPO. Page 94 of 122

Related Persons The Adviser is part of an international financial services firm. The Adviser acts as managing member and/or manager for certain of its related persons, and this activity may be considered to be separate from the provision of investment advice. For purposes of this brochure, the Adviser does not consider itself to be engaged in the business of its related persons. The Adviser provides investment advice to certain Funds in its capacity as their managing member or manager and also acts as investment adviser to other clients. Subject to applicable law, the Adviser may use for clients, or suggest or recommend to clients, placement agent services offered by the Adviser’s related person, Securities LLC. It is expected that Securities LLC will not be compensated by clients for such services. The Adviser’s related person, DESCO LP, is registered with the SEC as an investment adviser under the Advisers Act, is registered as a CPO pursuant to the CEA, and is a member of the NFA. The Adviser licenses certain intellectual property from DESCO LP and utilizes certain assets and resources of DESCO LP or the Adviser’s other related persons (including without limitation certain employees of DESCO LP or such other related persons) in connection with its own investment advisory activities. All of the persons treated as the Adviser’s employees in this Form ADV are employees of DESCO LP or such other related persons; may share their time among the Adviser, DESCO LP, such other related persons, and/or affiliates of the foregoing; and receive compensation and other benefits from DESCO LP, such other related persons, and/or such affiliates. Certain such persons devote a significant portion (and in some cases substantially all) of their professional time and attention to the conduct of the Adviser’s activities generally. The Adviser makes all determinations regarding whether, when, how, and to what extent to deploy such persons and the intellectual property licensed from DESCO LP; accordingly, any such deployment will be subject to the overall supervision of the Adviser. Moreover, neither DESCO LP nor any of its majority-owned subsidiaries (other than DESIM) has any portfolio management, investment advisory, or fiduciary responsibilities with respect to any client of the Adviser, and neither DESCO LP nor any such subsidiary (other than DESIM) manages, monitors, or oversees any trading decisions, compliance with applicable investment objectives, or any other aspects of the portfolio management activity of any such client. In addition, as agreed between the entities, the Adviser may reimburse DESCO LP for certain expenses and DESCO LP may reimburse the Adviser for certain expenses. The Adviser’s related person, D. E. Shaw & Co. (London), LLP (“DESCO London”), has received permission from the UK Financial Conduct Authority under Part 4A of the Financial Services and Markets Act 2000, authorizing it to engage in certain regulated activities in the United Kingdom. Pursuant to that authorization, DESCO London provides investment management and other services to the Adviser that ultimately are for the benefit of certain of the Adviser’s advisory clients; the Adviser or DESCO LP (on behalf of the Adviser) compensates DESCO London for those services. DESCO London may utilize certain of the Adviser’s employees in connection with its own investment management activities. In addition, as agreed between the entities, the Adviser may reimburse DESCO London for certain expenses and DESCO London may reimburse the Adviser for certain expenses. Chris Zaback, Kevin Krist, Eoin Ward, and Jameson Moody are Management Committee members of DESCO London. Mr. Zaback joined DESCO LP

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in 2008 and is a Managing Director of DESCO LP. Mr. Zaback graduated from the University of Notre Dame with a degree in accounting and received his M.B.A. with honors from Columbia University’s Graduate School of Business. Mr. Krist, who joined the D. E. Shaw group in 2010, received his B.A. and B.S. with high honors from the University of California, Berkeley and his J.D. from New York University School of Law. Mr. Ward, who joined the D. E. Shaw group in 2007, received his B.Comm and M.B.S. from University College Dublin. Mr. Moody, who joined the D. E. Shaw group in 2016, received his B.Eng. in mechanical engineering with first class honors from the University of Sheffield. The Adviser’s related person, D. E. Shaw & Co. (Asia Pacific) Limited (“DESCO AP”), is licensed with the Securities & Futures Commission in Hong Kong to engage in certain regulated activities, pursuant to which DESCO AP provides asset management and other services to the Adviser that ultimately are for the benefit of certain of the Adviser’s advisory clients; the Adviser or DESCO LP (on behalf of the Adviser) compensates DESCO AP for those services. DESCO AP may utilize certain of the Adviser’s employees in connection with its regulated activities. In addition, as agreed between the entities, the Adviser may reimburse DESCO AP for certain expenses and DESCO AP may reimburse the Adviser for certain expenses. The directors of DESCO AP are Kristen Chalupa and Kevin Patric. Ms. Chalupa, who joined the D. E. Shaw group in 2006, received her B.B.A with honors and M.B.A from Loyola University Maryland (formerly Loyola College). Mr. Patric, who joined the D. E. Shaw group in 2003, received his B.S. from the University of Pennsylvania. The Adviser’s related person, D. E. Shaw & Co. (Singapore) Pte. Ltd. (“DESCO SG”), is licensed with the Monetary Authority of Singapore to engage in certain regulated activities in Singapore, pursuant to which DESCO SG provides fund management services to the Adviser that ultimately are for the benefit of certain of the Adviser’s advisory clients; the Adviser or DESCO LP (on behalf of the Adviser) compensates DESCO SG for those services. DESCO SG may utilize certain of the Adviser’s employees in connection with its regulated activities. In addition, as agreed between the entities, the Adviser may reimburse DESCO SG for certain expenses and DESCO SG may reimburse the Adviser for certain expenses. The directors of DESCO SG are Kristen Chalupa, Kevin Patric, Joshua Engelman, and Siu Taur Pang. Please refer to the preceding paragraph for the education and business backgrounds of Ms. Chalupa and Mr. Patric. Mr. Engelman, who joined the D. E. Shaw group in 2001, received his B.A. from Columbia University. Mr. Pang, who joined the D. E. Shaw group in 2005, received his M.S. and B.A.S. from Stanford University. Certain Conflicts of Interest The Adviser, its related persons, and its and their directors, partners, officers, and employees have actual and potential conflicts of interest with respect to the Adviser’s clients, certain of which are outlined in this

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. Such reviews include without limitation a verification that actual trading activity is consistent with the intended strategy and any investment guidelines and/or restrictions, an analysis of risks associated with such strategy, and a determination that trading is undertaken in compliance with applicable regulations; compliance personnel also review certain aspects of regulatory compliance. Certain of the principal executive officers of the Adviser or its related persons may review investment strategies periodically. In addition, the Adviser uses one or more independent third parties to conduct financial audits of the accounts of the Funds. The frequency of all such reviews is determined as warranted by the purpose of the review and other circumstances. In addition to providing reports required by applicable law, the Adviser provides reports to clients and/or underlying investors in Funds in accordance with the applicable Governing Document or other written agreements with such recipients. These reports include those that present, among other things, the net asset value or the capital balance of such client’s or investor’s account and a measure of performance

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based on the change in valuation of such account or the applicable Fund during the period covered by the report. In addition, with respect to certain Funds, an independent third-party administrator periodically conducts an independent verification of the Adviser’s pricing of the investment positions held directly or indirectly by such Funds. The independent third-party administrator typically provides a letter to investors in such Funds that confirms, among other things, the accuracy of the capital balances and of certain performance information reported by the Adviser or the Adviser’s related persons to those investors, the performance of an independent pricing verification, and the percentage of the relevant Fund’s investments for which the independent third party was able to verify prices.

Client assets are generally held in custody by unaffiliated qualified custodians; however, the Adviser or its related persons are deemed to have custody of certain assets of the Funds (but generally not of the Adviser’s separately managed account clients). Fund investors do not receive account statements from the custodian; rather, the Funds are subject to an annual audit, and the audited financial statements are distributed to each Fund investor.

The Adviser accepts discretionary authority to manage securities accounts on behalf of its clients. The terms and procedures governing assumption of this authority, including any applicable investment objectives or guidelines, are set forth in the applicable Governing Document.

The Advisers Act generally requires investment advisers to vote all proxies within their authority. The Adviser does not vote proxies where it does not have the authority to do so, where it has agreed with the applicable client to limit the conditions under which the Adviser will exercise its proxy voting authority, or where the cost of doing so, in the opinion of the Adviser, would exceed the expected benefit to the applicable client. The Adviser generally votes most proxies through and in accordance with the recommendations of an independent third-party proxy voting service (the “Voting Service Recommendations”). The Adviser believes that the independent third-party proxy voting service’s internal policy regarding conflicts of Page 120 of 122

interest, including the use of information barriers, adequately addresses its potential conflicts of interest. Notwithstanding the foregoing, at the request of a client, the Adviser may determine in its sole discretion to vote as requested by the applicable client. The Adviser has designated particular employees to review certain proxy matters. When the designated employees believe that the Voting Service Recommendation may be contrary to the best interest of a client, the designated employees may consider an alternative vote, in which case they must obtain the approval of the Chief Compliance Officer and a Managing Director, or their respective designees, before instructing the proxy voting service to vote the applicable proxy. For the avoidance of doubt, the Adviser retains the authority to vote proxies, has not delegated such authority to any other party, and may vote contrary to any Voting Service Recommendation if it determines that doing so is in the client’s best interests. Additionally, the Adviser has established written policies and procedures designed to ensure that proxies are voted in the best interest of the applicable client (the “Proxy Voting Policy”). The Adviser seeks to avoid material conflicts of interest between the Adviser and a client in voting such client’s proxies. Where a material conflict of interest between the Adviser and a client is identified in connection with a particular proxy vote, the Adviser will vote in a manner determined to be in the best interests of the applicable client or take some other appropriate action, which may include refraining from voting the applicable proxy. In making any determination outlined in this Item 17 regarding the best interests of a client, the Adviser has discretion to take into account any factors or considerations that it determines to be relevant, including without limitation those outlined in this brochure or in the applicable Governing Document. For clients whose Governing Documents require it and/or where it is consistent with clients’ specific investment objectives, the Adviser expects to vote most proxies in accordance with alternative voting service recommendations (e.g., recommendations that take into account certain environmental factors or that are aligned with the recommendations of issuers’ boards of directors) (“Alternate Voting Recommendations”). The application of Alternative Voting Recommendations is expected to result in the Adviser casting different proxy votes in some instances than it casts for clients for whom the default Voting Service Recommendations are applied. The Adviser will provide a copy of the Proxy Voting Policy to any client or prospective client upon request and may choose to provide a copy to underlying investors in the Funds. Upon written request by any separately managed account client for which the Adviser has the authority to vote proxies, the Adviser will provide such client with a tabulation of how such client’s proxies were voted by the Adviser. Unless expressly agreed otherwise with the applicable client, the Adviser generally believes the costs of voting proxies would exceed the expected benefits, and generally does not vote proxies, in the following circumstances: (a) the proxies must be voted in-person; (b) the proxies are in jurisdictions that impose restrictions on the sale of the securities in order to vote (e.g., share-blocking jurisdictions); (c) the relevant securities are on loan pursuant to a securities lending program; (d) the proxies require execution of a power of attorney; (e) the relevant securities must be re-registered to the shareholder’s name and not held in “street name”; and (f) the proxies require a certain client status with respect to the relevant resolutions, issuer, or jurisdiction to be voted.

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The Adviser does not require or solicit prepayment of fees more than six months in advance. The Adviser has not been the subject of a bankruptcy petition at any time during the past ten years and is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its clients.

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