Ardsley Advisory Partners

ITEM 5 – FEES AND COMPENSATION
The Ardsley Funds offer private investment fund interests/shares only to certain qualified investors and
admission to the Ardsley Funds is not open to the general public. Private investment fund interests/shares
are sold only to qualified investors who are “Accredited Investors” under Rule 501 of Regulation D of the
Securities Act of 1933, as amended, and “Qualified Eligible Persons” under Regulation 4.7 of the
Commodity Exchange Act. Given the Ardsley Funds’ ownership restrictions, Ardsley has determined to
limit the sale of private investment fund interests/shares to “Qualified Purchasers”; as such term is defined
in Section 2(a) (51) of the Investment Company Act of 1940, as amended.

Please refer to the applicable Fund’s PPMs for a complete description of that Fund’s fee schedule.

Ardsley deducts fees from each Fund’s assets at the beginning of each fiscal quarter. In the case of a partial
fiscal quarter; the Management Fee is calculated on a pro rata basis, based on the applicable percentage for
the partial quarter and is repaid to the Fund and distributed to the investor. To the extent a capital
contribution or withdrawal is made as of any day that is not the first day of a fiscal quarter, the Management
Fee is prorated.

Ardsley also charges performance based compensation in the form of an incentive allocation (the “Incentive
Allocation”) for all Funds except the Advanced Healthcare Fund/Ridgecrest Fund. The Incentive
Allocation is generally calculated each month and paid as of the last day of each fiscal year. Under the loss
carryforward provision, generally an Investor will not be charged an Incentive Allocation until any net loss
previously allocated to such Investor has been offset by subsequent net profits.

Ardsley or the General Partner, in their respective sole discretion, may, in effect, waive, reduce or rebate
the Management Fee or the Incentive Allocation for certain Investors. It should be noted that Ardsley
employees and personnel do not pay an Incentive Allocation in connection with their investments in the
Funds. Further, the Management Fee for all internal capital (i.e., an investment from an Ardsley employee
and personnel) in the Funds is typically 0.50% (annualized). The Management Fee for all other Investors
in the Ardsley Funds (except Ridgecrest Fund, which is not subject to a Management Fee) is typically
0.25% (annualized).

The Funds’ PPMs set forth the fees and expenses to be paid by Investors. Prospective Investors should
carefully review the PPMs and a Fund’s governing documents prior to investing in a Fund.

Ardsley will bear all expenses incurred in connection with the offer and sale of interests in the Flagship
Fund, Renewable Energy Fund, and the Healthcare Fund.

The Ardsley Funds will also bear all legal, accounting expenses, administrative and all other operating
expenses.

The Funds bear all investment expenses, including interest expenses, brokerage commissions, custodial
fees, taxes, expenses related to the purchase and sale of illiquid securities, and any other expenses which
the General Partner reasonably determines should not be considered Administrative Expenses of the
applicable Fund.

It should also be noted that to the extent a trade error occurs, Fund losses caused by trade errors due to gross
negligence, bad faith or willful misconduct on the part of Ardsley or its employees will be reversed with
Ardsley being responsible to make the affected Funds whole. However, pursuant to Ardsley’s offering
documents, the applicable Funds are required to bear the costs of any other trading errors.

Investors in the Flagship Fund, may generally make withdrawals from their capital account in the Flagship
Fund as follows: (i) at the end of any fiscal quarter, upon 45 days’ prior written notice, an Investor may
withdraw up to 25% of its capital account; and (ii) at the end of any fiscal year, upon 30 days’ prior written
notice, an Investor may withdraw any amount from their capital account.

Investors in the Renewable Energy Fund can exercise 100% liquidity upon 30 days’ notice at the end of
any quarter. Ardsley or the General Partner may require or permit the withdrawal of an Investor under such
other circumstances as they, in their sole discretion, deem appropriate for any of the Funds.

It is critical that Investors refer to their respective Fund’s offering documents for a complete
understanding of how fees are calculated and deducted from their assets. The information contained
herein is a summary only and is qualified in its entirety by the relevant Fund’s offering documents.

ITEM 7 – TYPES OF CLIENTS
As described in Item 4, Ardsley offers investment advisory services to pooled investment vehicles operating
as private investment funds.

As described in Item 5.A, above, each Investor must meet certain suitability requirements. In addition, the
minimum initial investment for the Ardsley Funds is $1,000,000, and the minimum additional contribution
is $100,000. The minimum initial investment for the Renewable Energy Fund is $1,000,000, and the
minimum additional contribution is $250,000.

As stated in Item 4.A, the Employee Funds solely accept investments from Ardsley employees and
personnel and the Advanced Healthcare Fund is open only to Ardsley employees, personnel, and Philip
Hempleman’s family members.