ORBIMED ADVISORS LLC

OrbiMed is an investment manager focused exclusively on the healthcare sector. OrbiMed’s predecessor was founded in 1989, and OrbiMed is owned by Carl L. Gordon, W. Carter Neild, Geoffrey C. Hsu, C. Scotland Stevens, David P. Bonita, Matthew S. Rizzo, Peter A. Thompson, and Mona Ashiya. As of December 31, 2025, OrbiMed managed approximately $13.6 billion on a discretionary basis on behalf of 32 clients. This Brochure generally includes information about us and our relationships with our clients. While much of this Brochure applies to all such clients, certain information included herein applies to specific clients only. OrbiMed provides discretionary investment management services to U.S. private funds and non-U.S. public and private funds. In providing such services, OrbiMed utilizes strategies based on evaluating pharmaceutical, biotechnology, medical device, healthcare services and other companies in the global healthcare sector. Such strategies generally include, within the healthcare sector and subject to the investment program of each client, investments in the securities of U.S. and non-U.S. public and/or private companies. The descriptions set forth in this Brochure of specific advisory services that we offer to our

clients, and investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. Our investment decisions and advice with respect to each client will be subject to each client’s investment objective and guidelines, as set forth in its respective offering documents. Clients are permitted to set guidelines for their accounts which customize OrbiMed’s core strategies, including restrictions related to sub-sector, geographic and other weightings. In providing its investment advisory services, OrbiMed determines when and which investments will be acquired, disposed of, or exchanged on behalf of its clients to maintain a portfolio consistent with each client’s objectives. OrbiMed does not currently participate in any Wrap Fee Programs.

OrbiMed’s fees for advisory services vary among its clients and are separately set with each client. OrbiMed typically charges investment management or advisory fees based on a percentage of the net assets under management, such fees vary based on the amount and type of assets involved but are generally not expected to exceed 2% for public fund clients and 2.5% for private fund clients (subject to such conditions and other terms as are set out in each fund’s offering and other organizational documents). Such fees are typically payable in arrears based on the average monthly or quarterly net assets of the client’s account. Detailed information regarding the fees or expenses for a specific client or fund is set out in the applicable investment management agreement or fund documents. OrbiMed also enters into investment management agreements or similar arrangements that provide for performance-based compensation as well as a base management fee. With respect to OrbiMed’s private fund clients, such performance-based compensation generally takes the form of an allocation or fee and includes a portion (typically 20% or 25%) of the relevant fund or account’s net capital appreciation, calculated after deduction of the base management fee and adjusted to reflect additions to, and deductions from, the client’s assets during the relevant period. In some cases, the performance-based compensation is based on the extent to which the performance of the fund or account exceeded a specified rate of return. For certain, but not all, client accounts, performance-based compensation is calculated on a cumulative or annual “high-watermark” basis. Thus, any deficiency in performance for a period may have an offsetting effect on performance-based compensation (but not other compensation) for subsequent periods until fully applied. Adjustments to high-watermarks will be made to reflect subsequent withdrawals of capital prior to the elimination of the high-watermark. OrbiMed is typically not required to refund any performancebased compensation received with respect to measurement periods prior to any period in which an underperformance occurs, although such a requirement may apply in a particular case. OrbiMed’s fee arrangements with its public fund clients also include performance-based compensation components, although the specific structure and terms of such compensation varies by fund. Such performance-based compensation is more fully described in each particular fund’s publicly available disclosure documents. Clients also incur custodial, brokerage, legal, due diligence, and other transaction costs payable to third parties, which are in addition to OrbiMed’s investment management/advisory fees and any performancebased compensation. OrbiMed’s clients also incur the costs of their third party fund administration, third party valuation agents, and corporate entity filing fees. Newly created private funds also incur their respective organizational expenses as more fully detailed in their applicable governing fund documentation.

Fees and compensation paid to OrbiMed or its affiliates by clients are generally deducted from the assets of such clients. As discussed above, management fees are generally charged on a quarterly basis and performance compensation is generally charged on an annual basis. From time to time, OrbiMed’s members or employees receive director’s or other fees or remuneration (whether in the form of cash, securities or otherwise) from portfolio companies of OrbiMed private equity/venture capital and royalty funds in connection with such members’ or employees’ service on the boards of directors of such companies. Such fees or remuneration will be used to reduce certain fees owed to OrbiMed by the applicable client(s), or the economic benefit thereof will otherwise be provided to such client(s), in each case in accordance with and subject to the applicable terms of the clients’ respective governing documents. Any such fee reduction is allocated among the applicable client funds on a fair and equitable basis, which is generally pro-rata based on the clients’ relative ownership of the portfolio company. OrbiMed will pay any such remuneration in excess of a client’s fees that exists at the time of a client’s final liquidation directly to the client or its underlying investors (unless such underlying investor has waived their prorate share of such excess remuneration). The fee or remuneration is generally received directly by such OrbiMed member or employee or by OrbiMed or an affiliated entity, in which case OrbiMed then provides offsetting credits or makes commensurate payments to the relevant clients. Any such fee or remuneration must be at the standard rate proposed by the portfolio company and may not be dependent on the performance of the portfolio company (except to the extent that such compensation includes securities issued by the company) or the size of the investment in the portfolio company by OrbiMed and its clients. OrbiMed members and employees generally do not receive break-up, success, monitoring, or other similar fees in connection with their board of directors or other service to portfolio companies, but if they did it is expected that such fees would be treated in the same manner as director’s fees. Venture Partners and Entrepreneurs-in-Residence engaged by OrbiMed or its affiliates as consultants are generally permitted to retain compensation they receive from OrbiMed private equity/venture capital and royalty fund portfolio companies for services to such companies as executives, directors or consultants. Such consultant compensation is not generally allocated to the OrbiMed funds invested in such companies and does not generally create an offsetting credit to investment management or advisory fees or any performance-based compensation due to OrbiMed or its affiliates. In some cases, OrbiMed negotiates on behalf of a client, typically a private equity/venture capital or royalty fund, to have a portfolio company of the client pay for transaction-related expenses related to the client’s investment in the portfolio company that would otherwise be payable by the client fund or OrbiMed. Fund clients’ governing documents also generally permit the applicable fund to incur expenses for “broken deals” (i.e., transactions which are not ultimately consummated by the fund). Legal fees associated with the preparation of beneficial ownership regulatory filings are generally treated as fund expenses for OrbiMed’s clients. Certain investors in OrbiMed’s funds (generally OrbiMed principals or employees and their relatives and investment or estate planning vehicles) do not pay management fees and/or performance-based compensation on their fund investments. However, such investors are still assessed their pro-rata share of fund expenses, which will either be paid by such investors directly or allocated to OrbiMed. To the extent that clients invest in mutual funds, exchange-traded funds (“ETFs”), or other investments with underlying fees, clients will bear their proportionate share of such asset’s management, trading, or administrative expenses.

OrbiMed generally seeks long-term capital appreciation through investments in companies in the global healthcare sector. The instruments in which OrbiMed invests include U.S. and non-U.S. equities, both long and short, as well as privately placed securities, debt securities, royalty bonds and other royalty instruments, currencies, private investments in public equity securities (“PIPEs”), ETFs, index options, and derivatives (including swap agreements). OrbiMed attempts to employ a disciplined investment style and achieve diversification within the global healthcare sector, with the goal of creating attractive risk-adjusted returns. When evaluating securities for investment, OrbiMed employs various valuation techniques and conducts extensive due diligence, including, but not limited to, company visits, discussions with company management, and qualitative and quantitative screening. Additionally, OrbiMed representatives also serve as members of, or observers on, certain portfolio companies’ boards of directors.

Material, Significant, or Unusual Risks Relating to Investment Strategies. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the funds advised by OrbiMed. These risk factors include only those risks OrbiMed believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by OrbiMed. Risk of Loss. The strategies OrbiMed employs in the client funds it manages and the financial instruments used to implement those strategies are highly speculative. The strategies may not be successful in meeting their performance objectives, and potential clients and fund investors should not invest with OrbiMed unless they can bear the risk of a complete loss of their capital. There is no assurance that the strategies will be able to generate returns or that the returns will be commensurate with their inherent risks. The past investment performance of any funds or accounts managed and/or sponsored by OrbiMed cannot be taken to guarantee future results of those or any other OrbiMed clients. Relationships with Portfolio Investments. Publicly traded companies in which OrbiMed public equity funds invest (“Corporate Investors”), may themselves (either directly or through a subsidiary focused on investing in funds) invest in the private funds advised by OrbiMed. This has happened in the past and OrbiMed expects it to occur in the future. These investments present at least three potential conflicts of interest. First, OrbiMed charges the Corporate Investors fees, including assetbased fees and performance-based compensation (just as it would any other investor in its funds). The compensation received is expected to be commensurate with fees charged by other third-party alternative investment managers. These fees and other compensation by their nature reduce the revenue of the given Corporate Investor; however, none of these fees or compensation has been or will be rebated to any investor or to any OrbiMed client fund. Second, the portfolio manager of an OrbiMed public equity fund could potentially be influenced in the decision to purchase or sell a security by the fact that such security was issued by a Corporate Investor because, for example, OrbiMed might not want that Corporate Investor to redeem from the relevant public equity fund or not invest in a future venture capital fund. Prospective investors should consider the effects of possible reduced investment opportunities resulting from these relationships (although OrbiMed has implemented measures to mitigate such conflicts, as noted below). Third, OrbiMed may decide to restrict trading in the shares of a Corporate Investor, which could reduce the investment opportunity set for its client fund investors (assuming the Corporate Investor operates in the healthcare space, which is often the case). However, OrbiMed has adopted policies and procedures designed to address such conflicts, including actively reviewing and monitoring all activity related to Corporate Investors. Further, OrbiMed does not provide services to its Corporate Investors other than indirectly through investment advice to the OrbiMed funds nor does OrbiMed accept fees or payments directly from Corporate Investors other than indirectly through fees charged to the clients. Valuation of Assets. There is not expected to be an actively traded market for some of the securities owned by OrbiMed clients. When estimating fair value, OrbiMed will apply a methodology it determines to be appropriate based on accounting guidelines and the applicable nature, facts and circumstances of the respective investments. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities ultimately may be sold. The exercise of discretion in valuation by OrbiMed may give rise to conflicts of interest, including in connection with determining the amount and timing of distributions of carried interest and the calculation of management fees.

Significant Positions in Securities; Regulatory Requirements. In the event an OrbiMed client acquires a significant stake in certain issuers of securities and such stake exceeds certain percentage or value limits, the client may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on the client and OrbiMed. Any such requirements may impose additional costs on the client and may delay the acquisition or disposition of the securities or the client’s ability to respond in a timely manner to changes in the markets with respect to such securities. In addition, if the clients, acting alone or as part of a group, acquires beneficial ownership of more than 10% of a certain class of securities of a public company or places a director on the board of directors of such a company, under Section 16 of the Exchange Act, the clients may be subject to certain additional reporting requirements and may be required to disgorge certain short-swing profits arising from purchases and sales of such securities. Furthermore, in such circumstances the clients will be prohibited from entering into a short position in such issuer’s securities, and therefore limited in its ability to hedge such investments. Similar restrictions and requirements may apply in non-U.S. jurisdictions. As noted herein, the clients, acting either alone or as part of a group, may acquire a “control” position in an issuer’s securities. This may subject the clients to additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability in which the limited liability generally characteristic of business operations may be ignored. Commodity Interest Trading Limit. Most clients do not trade in commodity interests. OrbiMed currently operates the clients that do trade commodity interests subject to the CFTC Rule 4.13(a)(3) de minimis exemption (the “4.13(a)(3) Exemption”). While the 4.13(a)(3) Exemption provides relief from certain CFTC reporting and recordkeeping requirements, it generally requires the clients to, among other things, have de minimis levels of commodity interest trading. Accordingly, the clients will operate with significant restrictions upon its trading of the instruments that are restricted under the 4.13(a)(3) Exemption, such as commodity futures, security futures options thereon and certain swaps. As a substitute for such instruments, the clients may trade other instruments that are not restricted under the 4.13(a)(3) Exemption. As a result, the clients may incur higher transaction costs or effect a less optimal hedge than it would otherwise be able to if it were not operated subject to the 4.13(a)(3) Exemption. Long/Short. The success of certain clients’ long/short investment strategy depends upon OrbiMed’s ability to identify and purchase securities that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities in the implementation of the clients’ long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying the clients’ positions were to fail to converge toward or were to diverge further from values expected by OrbiMed, the clients may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the clients to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with OrbiMed’s long/short strategies may become outdated and inaccurate as market conditions change. Short Selling. The success of certain clients’ short selling investment strategy depends upon OrbiMed’s ability to identify and sell short securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the clients of buying those securities to cover the

short position. There can be no assurance that the clients will be able to maintain the ability to borrow securities sold short. In such cases, the clients can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-thecounter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the clients may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Lastly, even though the clients secure a “good borrow” of the security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing the clients to purchase the security at the then-prevailing market price, which may be higher than the price at which such security was originally sold short by the clients. Long-Term. The success of the clients’ long-term investment strategy depends upon OrbiMed’s ability to identify and purchase securities that are undervalued and hold such investments so as to maximize value on a long-term basis. In pursuing any long-term strategy, the clients may forego value in the short-term or temporary investments in order to be able to avail the clients of additional and/or longer-term opportunities in the future. Consequently, the clients may not capture maximum available value in the short-term, which may be disadvantageous, for example, for investors who withdraw all or a portion of their investment before such long-term value may be realized by the clients. Merger Arbitrage. The success of the clients’ merger or “risk” arbitrage strategy depends upon OrbiMed’s ability to identify and exploit merger activity to capture (or sell short) the spread between current market values of securities and their values after successful completion of a merger, restructuring or similar corporate transaction. Merger arbitrage investments often incur significant losses when anticipated merger or acquisition transactions are not consummated. The consummation of mergers, tender offers and exchange offers can be prevented or delayed, or terms can be changed, as a result of a variety of factors, including: (i) regulatory and antitrust restrictions; (ii) political factors; (iii) industry weakness; (iv) stock-specific events; and (v) failed financings. Merger arbitrage positions also are subject to the risk of overall market movements. To the extent that a general increase or decline in equity values affects the stocks involved in a merger arbitrage position differently, the position may be exposed to loss. Merger arbitrage strategies also depend for success on the overall volume of merger activity, which historically has been cyclical in nature. Proxy Contests and Unfriendly Transactions. The clients may purchase securities of a company that is the subject of a proxy contest on the expectation that new management will be able to improve the company’s performance or effect a sale or liquidation of its assets so that the price of the company’s securities will increase. If the incumbent management of the company is not defeated or if new management is unable to improve the company’s performance or sell or liquidate the company, the market price of the company’s securities will typically fall, which may cause the clients to suffer a loss. In addition, where an acquisition or restructuring transaction or proxy fight is opposed by the subject company’s management, the transaction often becomes the subject of litigation. Such litigation involves substantial uncertainties and may impose substantial cost and expense on the company participating in the transaction.

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OrbiMed currently provides investment management services to a number of investment funds (U.S. and non-U.S.) that are not required to register under the Investment Company Act or register their securities under the U.S. Securities Act of 1933, as amended, pursuant to various exceptions and exemptions provided under those statutes. The private investment funds for which OrbiMed serves as the investment adviser, general partner or in a similar capacity generally require investors to meet certain eligibility criteria under the applicable securities laws. These funds also generally require substantial minimum initial investments, which vary by fund. These minimum initial investments are waived or reduced in certain circumstances, and lower minimum initial investment requirements apply in some cases to OrbiMed personnel and certain related investors. OrbiMed and certain funds that it manages are authorized to issue classes of interests or enter into “side letters” or similar written agreements that provide certain investors in such funds with particular terms that differ from those of other investors, such as with respect to fees or minimum subscription amounts.

As stated in Item 5 above, OrbiMed receives different levels or types of performance-based compensation with respect to different client funds. Such differences in fee structures potentially create an incentive for OrbiMed to favor certain clients. OrbiMed does not, however, take such differing fees structures into account in making investment recommendations or allocating trades. OrbiMed has adopted policies and procedures designed to address such potential conflicts, including policies that govern OrbiMed’s trading practices. Such policies address, among other practices, personal trading by OrbiMed personnel, the aggregation and allocation of trades among clients, brokerage allocation, cross trades (as defined in Item 12 below), and best execution. The potential for performance-based compensation, or different levels or types of performance-based compensation, potentially creates an incentive for OrbiMed to make investments on behalf of the relevant clients that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. However, OrbiMed manages each such fund in accordance with the investment strategies disclosed in the fund’s offering document to ensure that fund investors and clients are aware of the relevant strategies and related risks.

OrbiMed and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. OrbiMed and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. OrbiMed Capital LLC (“Capital”) is a relying adviser of OrbiMed and serves as the investment adviser to a number of non-U.S. funds that invest in public and private securities of U.S. and non-U.S. companies, primarily in the pharmaceutical, biotechnology, medical device and healthcare services industries. Capital is deemed to be registered with the SEC as an investment adviser. Capital’s investment advisory activities are subject to the Investment Advisers Act of 1940, and the rules thereunder (the “Investment Advisers Act”). In addition, all OrbiMed employees and persons acting on behalf of Capital are subject to the supervision and control of OrbiMed. OrbiMed and Capital have the same primary place of business and are under common control. OrbiMed’s risks, conflicts of interest, and policies and procedures described in more detail throughout this brochure apply equally to Capital unless otherwise noted. OrbiMed is also affiliated with entities that provide investment advisory and/or management services but are not registered as investment advisers with the SEC, including: OrbiMed Capital GP V LLC, OrbiMed Capital GP VI LLC, OrbiMed Capital GP VII LLC, OrbiMed Capital GP VIII LLC, OrbiMed Capital GP IX LLC, OrbiMed Capital GP X LLC, OrbiMed Asia GP, L.P., OrbiMed Asia GP II, L.P., OrbiMed Asia GP III, L.P., OrbiMed Asia GP IV, L.P., OrbiMed Asia GP V, L.P., OrbiMed Asia GP VI, L.P., OrbiMed Advisors India Private Limited, OrbiMed Israel BioFund GP Limited Partnership, OrbiMed Israel Partners Limited, OrbiMed Israel GP II, L.P., OrbiMed Advisors Israel II Limited, OrbiMed ROF III LLC, OrbiMed ROF IV LLC, OrbiMed ROF V LLC, OrbiMed Genesis GP LLC, and OrbiMed New Horizons GP LLC (together, the “Related Advisers”). The Related Advisers generally serve as general partners of or in similar capacities for certain funds, and OrbiMed or the relevant Related Adviser is generally responsible for all decisions regarding portfolio transactions of such funds and has full discretion over the management of the applicable fund’s investment and trading activities. While the Related Advisers are not SEC-registered investment advisers, their investment advisory activities are subject to the Investment Advisers Act and the rules thereunder. In addition, employees and persons acting on behalf of the Related Advisers are subject to the supervision and control of OrbiMed. OrbiMed, Capital, and most of the Related Advisers have the same primary place of business, and all of the Related Advisers are under common control by OrbiMed or its affiliates. Certain of OrbiMed’s principals have a minority financial interest in Frostrow Capital LLP (“Frostrow”). Frostrow is the alternative investment fund manager of Worldwide Healthcare Trust PLC and The Biotech Growth Trust PLC (the “UK Trusts”), which are closed-end UK investment trusts listed on the London Stock Exchange. Capital is the investment manager of both funds, and a principal of OrbiMed serves on each fund’s board of directors.

From time to time, OrbiMed or an affiliate structures and serves as the general partner of, investment adviser to, or in a similar capacity for special-purpose vehicles (“SPVs”) formed for the purpose of acquiring and holding assets of a fund client in a manner that addresses specific tax, legal or regulatory concerns. The SPVs are typically pass-through entities that receive no management fees, performance fees or other economic benefit in connection with the acquisition of such fund assets. As described above, OrbiMed and its affiliates act as investment adviser, sponsor, general partner or in similar capacities for a number of pooled investment vehicles, some of which follow substantially similar investment programs. While the management of those client accounts create potential conflicts of interest, OrbiMed and its affiliates have adopted policies and procedures designed to prevent such conflicts from having an adverse effect on any particular client. For example, when it is determined that it would be appropriate for certain clients to participate in an investment opportunity, based on the nature of the opportunity and each client’s investment guidelines, OrbiMed seeks to allocate the opportunity for all of the participating client accounts on an equitable basis, taking into account such factors as the relative amounts of capital available for new investments, relative exposure to short-term market trends, and the investment programs and portfolio positions of the client accounts for which participation may be appropriate. With respect to public securities, orders are typically combined for all such accounts, and if any order is not filled at the same price, they may be allocated on an average price or other equitable basis. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis which OrbiMed or its affiliates consider equitable. OrbiMed does not believe that the affiliations and client relationships described above create any material conflicts of interests with its clients or fund investors.

Transactions and Personal Trading To avoid potential conflicts of interest involving personal trading by its personnel, OrbiMed has adopted a Code of Ethics (the “Code”). The Code requires all OrbiMed personnel to follow broad ethical principles and adhere to all applicable legal requirements in carrying out their professional obligations. The Code also establishes detailed policies and procedures governing personal trading by OrbiMed personnel, which include specific restrictions and prohibitions on certain personal trades, reporting requirements and monitoring procedures. Any existing or potential OrbiMed client or fund investor may request a copy of the Code by contacting us at the address or telephone number listed on the first page of this document. Subject to the requirements of the Code, OrbiMed and its principals, employees and other affiliates, either directly or through investment vehicles, often invest in certain of its client funds. However, such investments are not considered in OrbiMed’s management of those funds, and the funds are treated without preference in relation to OrbiMed’s other clients. In addition, OrbiMed and its principals, employees and other affiliates, either directly or through investment vehicles, often invest on a joint and side-by-side basis with its clients in private transactions that are typically entered into directly with the issuer of the securities being purchased. OrbiMed may on occasion effect, as agent and pursuant to OrbiMed’s trading procedures, a purchase/sale of securities between two or more advisory clients or with a client of an affiliate (including, for these purposes, two or more separate series of a single entity). Such “cross trades” will only be permitted in the event that the transaction is a purchase or sale, for no consideration other than cash payment against prompt delivery, of a security for which a market quotation or other independent pricing is available, and which is effected at its current market price as provided by an independent pricing source.

Any cross trade transactions carried out by OrbiMed must be consistent with the investment objectives, policies and restrictions of the participants. The transaction must represent best execution for the participants in accordance with OrbiMed’s fiduciary duties to its clients and none of the participants may be disfavored by the terms of the transaction. In addition, no brokerage commission, fee or other remuneration may be received directly or indirectly by OrbiMed in connection with the transaction, other than OrbiMed’s typical investment advisory fees and expenses. To the extent that cross trades may be viewed as principal transactions due to the ownership interest in a client by OrbiMed or its personnel, or to the extent OrbiMed otherwise engages in principal transactions, OrbiMed will comply with the requirements of Section 206(3) of the Advisers Act. OrbiMed generally does not buy securities from, or sell securities to, investment advisory clients. However, from time to time, OrbiMed or its principals or employees may purchase, hold or sell securities that are recommended to clients. In particular, this may be the case where OrbiMed or its principals or employees invest in a private equity vehicle managed by OrbiMed or its affiliates and receive a distribution of securities from such a vehicle. However, OrbiMed has adopted policies and procedures, primarily as reflected in the Code, to ensure that neither it nor its principals or employees personally benefit from the recommendations to clients. Dispositions of the securities described above by OrbiMed or its principals or employees would be subject to those policies and procedures.

Selection of Broker-Dealers. OrbiMed has full discretion to select brokers-dealers with or through which to execute transactions for advisory accounts and to negotiate and determine any commission rates to be paid for such transactions. OrbiMed has no affiliated broker-dealer. OrbiMed considers a number of factors when selecting a broker-dealer, which typically include one or more of the following: general execution capability; commission or other compensation rates; operational capability to clear and settle transactions; historical trading experience in the security; integrity of personnel; quality of research and brokerage services and products; importance to the client of speed, efficiency or confidentiality; willingness to commit capital; financial strength and stability; access to the markets for the security being traded; access to new investment opportunities; and access to liquidity. Research and Other Soft Dollar Benefits. Due to consideration of the factors listed above, OrbiMed does not always select the broker-dealer offering the lowest commission or compensation rates, although in such cases it is OrbiMed’s policy to make a good faith determination that the commission or other compensation rates are nevertheless reasonable in relation to the other factors affecting the selection. OrbiMed may select a broker-dealer that charges a commission or otherwise receives compensation in excess of that which another firm might have charged for effecting the same transaction in recognition of the value of research and brokerage services and products that OrbiMed receives. Those benefits may include (i) research and brokerage products and services provided by the executing broker itself; (ii) research products and services provided by a third party but delivered through the broker; and (iii) research products and services provided by a third party directly to OrbiMed but paid for with credits generated by trades executed with the broker. The third category listed above includes arrangements sometimes referred to as “client commission arrangements” (“CCAs”). OrbiMed has established CCAs with multiple brokers. The commission credits generated through CCA trading for OrbiMed’s client accounts with those brokers are collected in a centralized account at an aggregator, which has established its own arrangements with the participating brokers to facilitate CCAs, including the aggregator’s receipt of fees from the brokers. OrbiMed then uses those credits to obtain research products and services provided by third parties directly to OrbiMed. The

use of such CCAs provides OrbiMed with improved access to research resources and a more cost-effective brokerage credit administration system. The research products and services received by OrbiMed under the CCAs described above assist OrbiMed in providing investment advisory services to its client accounts. OrbiMed utilizes those arrangements to obtain products and services within the safe harbor of Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related regulatory guidance, as well as in compliance with OrbiMed’s policies and any applicable client guidelines. Those products and services may include: industry publications and periodicals; specific company research, analyses and recommendations, including as provided by physicians, medical researchers, attorneys or other consultants; economic forecasts; access to industry/market information and legal and regulatory filings; and research and modeling-related software. OrbiMed uses products or services (which sometimes includes quotation and market information services, trade order management systems, and/or trading, settlement, portfolio accounting and risk management tools) that constitute part eligible research products or services and part administrative or other functions not related to the investment decision-making process. In such instances, OrbiMed makes a good faith allocation of brokerage commissions only for the research or brokerage portion of the service and pays out of its own resources for the non-research or brokerage portion. OrbiMed may also elect to pay out of its own resources for all or part of the portion attributable to research or brokerage functions, although it is not required to do so. OrbiMed’s receipt of these products and services through the CCAs described above provide a benefit to OrbiMed because OrbiMed does not have to produce or pay for those products and services itself. As a result, OrbiMed potentially has an incentive to select a broker-dealer based on OrbiMed’s interest in receiving such products and services, rather than on its clients’ interest in receiving most favorable execution. However, OrbiMed has adopted policies and procedures designed to address such potential conflicts of interest and to help ensure that OrbiMed continues to meet its obligation to seek best execution for trades on behalf of its clients. Research products and services acquired through these CCAs are used in servicing some or all of OrbiMed’s advisory accounts, regardless of which account actually paid the commissions that generated the credits used to purchase a particular product or service. As a result, research products and services are used in servicing accounts that pay fewer (or potentially none) of the commissions that generated the credits used to purchase those particular services and products, including accounts that do little or no trading. Some products or services may be used primarily or exclusively by clients invested primarily in private companies but paid for entirely with soft dollar commissions generated by clients invested primarily in public securities. While OrbiMed itself is not subject to the Markets in Financial Instruments Directive (“MiFID II”), the UK Trusts are subject to certain MiFID II provisions. OrbiMed provides the UK Trusts with an equivalent level of protection as required by the FCA’s Policy Statement on payment optionality for investment research as implemented on August 1, 2024. OrbiMed does not recommend, request or require that a client direct OrbiMed to execute transactions through a specified broker-dealer. Aggregating Trades. OrbiMed will generally combine purchases or sales of the same security executed at the same broker on the same day for multiple clients if OrbiMed makes a good faith determination that such aggregation is likely to result in an improvement in the execution and/or price of such transactions. Under such circumstances, transactions will generally be combined or aggregated unless:

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the trades to be executed for a particular client account are subject to limits or have to be entered at different times, such that aggregation would be inappropriate or impractical; OrbiMed is otherwise prohibited from aggregating the trades due to legal or contractual obligations; or OrbiMed determines in good faith that allocation on another basis is more appropriate in the circumstances, and such allocation does not result in an improper disadvantage to any of the participating clients.

Clients whose trades are aggregated in such an order will generally participate at the average price obtained for the aggregated order on a given trading date. Securities purchased in an initial public offering or subsequent offerings are considered to be separate transactions from subsequent purchases of the same security in the secondary market on the same day. If an order on behalf of more than one account cannot be fully executed under prevailing market conditions, securities are generally allocated among the different accounts pro-rata or on another basis which OrbiMed considers equitable. In addition, OrbiMed may engage in transactions on behalf of client accounts in which opposite trading may be effected during OrbiMed’s trading program, such as where a particular client’s need for liquidity or redemption proceeds may cause OrbiMed to sell a security for that client account while OrbiMed has a buy program in place for the same security for other accounts. In such instances, OrbiMed may engage in brokered riskless principal transactions, may execute both sides of the trade through one broker at different times, or may engage in cross trades. Clients whose orders do not participate in such forms of trading may incur higher transaction costs as a result. Allocations of Limited Investment Opportunities. Conflicts may arise in the allocation of investment opportunities among accounts that OrbiMed advises. OrbiMed seeks to allocate investment opportunities that it believes are appropriate for one or more of its client accounts equitably, consistent with the respective governing documents for the participating client accounts, and consistent with the best interests of all accounts involved, in light of each client’s general investment strategy and guidelines, including whether the client’s investment mandate specifically focuses on the type of investment opportunity presented, and any applicable regulatory considerations, as well as the nature of the investment opportunities. OrbiMed has adopted policies and procedures designed to ensure the fair and equitable allocation of such opportunities. Pursuant to such policies and procedures, OrbiMed’s investment allocation process may vary based on the type of investment strategy the relevant client account is pursuing (e.g., the allocation process applicable to clients pursuing a private equity strategy may differ from the process applicable to clients pursuing a public equity strategy). However, there can be no assurance that a particular investment opportunity that comes to OrbiMed’s attention will be allocated in any particular manner. The investment program and/or strategy for certain client accounts may specifically focus on a particular type of investment opportunity, such as a particular form of financial instrument or a particular geographic region. When OrbiMed’s investment team is presented with a particular type of investment opportunity, the client accounts with an investment strategy that specifically focuses on this particular type of opportunity, as a matter of course, will generally have priority over other client accounts with respect to that opportunity, even if that opportunity would otherwise be a suitable investment for other client accounts. OrbiMed has full discretion to determine which client accounts participate in any investment opportunity that is presented to OrbiMed’s investment team. There may be circumstances under which OrbiMed will allocate an investment opportunity to the particular client for which that opportunity is most suitable but an additional client(s) is also able to participate in that opportunity because the investment exceeds the appropriate investment size for the client for which the opportunity is most suitable.

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OrbiMed does not receive economic benefits from non-clients for providing investment advice and other advisory services. At various times and subject to applicable regulatory requirements, OrbiMed pays solicitors who refer potential investors for OrbiMed client funds. In such cases, OrbiMed will benefit when such investors are referred because its management fees are generally based upon a percentage of the relevant fund’s assets and its performance-based compensation is generally based upon a percentage of net profits on such assets. Accordingly, the more assets OrbiMed has under management for a given fund, the higher its management fee income and, potentially, its performance-based compensation. The compensation paid to certain solicitors consists of a portion of certain of the fees earned by OrbiMed. Solicitors used by OrbiMed may also be broker-dealers, or affiliates of broker-dealers, through which OrbiMed transacts client orders, although such trading remains subject to the policies and procedures described above in Item 12. In addition, individuals employed by solicitors used by OrbiMed are sometimes investors in private funds managed by OrbiMed or its affiliates.

OrbiMed and its employees have not been involved in any legal or disciplinary events in the past 10 years that would be material to a client’s evaluation of the firm or its personnel.

OrbiMed’s client portfolios are generally reviewed on a daily basis by multiple personnel, including the portfolio managers, the Operations Team, the Chief Risk Officer, and the Compliance Team. The scope of these reviews typically includes the composition of the portfolios, relevant pricing information, risk exposure and compliance with any specific portfolio guidelines. Clients generally receive information about their accounts with a frequency ranging from daily to quarterly and quarterly account statements. Account statements generally outline the type and size of the investments comprising the relevant client’s portfolio.

As applicable, OrbiMed client funds and securities are held by qualified custodians such as broker-dealers or banks that are unaffiliated with OrbiMed. From time to time, OrbiMed maintains some client assets under the “privately offered securities” exemption from Rule 206(4)-2 under the Investment Advisers Act (the “Custody Rule”). With respect to clients that are private funds for which OrbiMed or one of its affiliates serves as the general partner or in a similar capacity, OrbiMed (or an affiliate, as applicable) is generally deemed to have custody of the fund’s assets by virtue of OrbiMed’s (or an affiliate’s) position

with the fund. In such cases, the funds are subject to an annual audit and the audited financial statements are distributed to each fund investor. The audited financial statements are prepared in accordance with generally accepted accounting principles, issued with an unqualified opinion, and are distributed within 120 days of the fund’s fiscal year ends. In addition, OrbiMed has developed procedures governing its personnel’s access to the assets of such funds that are designed to ensure the safeguarding and protection of the assets. Such procedures include, among other things, the separation of functions and dual signatory approvals for the distribution of fund capital.

OrbiMed has the authority to make investment decisions regarding the type and size of securities to be purchased or sold without its clients’ specific consent. However, such decisions are limited in that they must be consistent with the investment policy and objectives of OrbiMed’s clients.

OrbiMed has adopted a proxy voting policy pursuant to which it generally follows the guidelines and recommendations of governance analysis and proxy voting firm, Glass Lewis & Co., LLC (“Glass Lewis”). OrbiMed has determined that those guidelines and recommendations are generally consistent with OrbiMed’s own views of common types of proxy proposals, although under its proxy voting policy OrbiMed is permitted to deviate from those guidelines and recommendations in any given case. Voting for any particular client may also be subject to oversight by such client’s board of directors or comparable governing body. In the event that, with respect to a particular proxy vote, Glass Lewis does not issue a recommendation or OrbiMed has determined to depart from Glass Lewis’s recommendation, OrbiMed will vote in accordance with additional guidelines that OrbiMed has established. Such guidelines generally seek to direct votes in a manner that will maximize the returns on the investments held by OrbiMed’s clients. In voting proxies for its clients and otherwise implementing its proxy voting policies, OrbiMed may face potential conflicts of interest with its clients, including but not limited to: (i) where OrbiMed (or an affiliate) manages assets or provides other financial services or products to a company whose management is soliciting proxies; (ii) where an OrbiMed representative serves on the board of directors of a public company soliciting proxies; (iii) where OrbiMed (or an affiliate) may have a business relationship with the proponent of a non-management proxy proposal; or (iv) where OrbiMed (or an affiliate) or any OrbiMed principal or employee involved in casting proxy ballots may have a personal interest in the outcome of a particular matter before shareholders. OrbiMed has adopted policies and procedures designed to ensure that such potential conflicts do not affect the outcome of any proxy votes. Those include the use of Glass Lewis’s guidelines and recommendations, which provide an independent source for voting determinations, as well as OrbiMed’s own guidelines for the occasional votes that do not follow Glass Lewis’s guidelines and recommendations. In addition, OrbiMed may seek instruction from the affected clients on the specific votes involved, or abstain from voting altogether. In certain circumstances OrbiMed refrains from voting, or is unable to vote, the shares of particular issuers. This may occur where, for example, OrbiMed refrains from voting because the associated costs outweigh

the potential benefits of exercising the right to vote, such as where a country requires so-called “shareblocking.” In addition, OrbiMed is sometimes unable to vote proxies where the relevant issuer’s shares have been rehypothecated by the client’s prime broker or are otherwise unavailable to vote pursuant to a securities lending arrangement into which the client has entered. OrbiMed has adopted different proxy voting policies and procedures with respect to private equity/venture capital and royalty funds that OrbiMed manages, in light of the specific strategies of such funds and the more active role OrbiMed often takes in those funds’ portfolio companies. Proxy and other voting decisions for such funds’ holdings are generally determined by the relevant investment team members, and not pursuant to recommendations from Glass Lewis. Such votes will generally be cast in the best interests of the relevant funds, based on the investment team’s assessment of the particular matter and OrbiMed’s strategy for the investment, subject (if applicable) to such other duties as OrbiMed or its representatives on a portfolio company’s board of directors or equivalent body may have with respect to the company and its shareholders. A copy of OrbiMed’s proxy voting policies and procedures is available upon request, and clients or fund investors may receive information on how securities in their accounts have been voted, by contacting OrbiMed.

OrbiMed has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts.