ARDSLEY ADVISORY PARTNERS LP

Ardsley Advisory Partners LP (“Ardsley”) is a Delaware limited partnership that began providing investment advisory services in March 1987 as Ardsley Advisory Partners. Ardsley succeeded the investment advisory business of Ardsley Advisory Partners in November 2018. Ardsley currently offers investment advisory services to private investment funds (each one a “Fund” and collectively the “Funds”). • • • • • •

Ardsley Partners Fund II, L.P., a Delaware limited partnership (“Flagship Fund”); Ardsley Sustainable Opportunities Fund, L.P., a Delaware limited partnership (“Sustainable Opportunities Fund”); Ardsley World Information Technology Fund, L.P., a Delaware limited partnership (“World Information Technology Fund”); Ardsley World Information Technology Offshore Fund, Ltd., a Cayman Islands exempted company (“WITO”); Ardsley Partners Advanced Healthcare Fund, L.P., a Delaware limited partnership (“Advanced Healthcare Fund”); and Ardsley Duckdive Fund, L.P., a Delaware limited partnership (“Duckdive Fund”).

Ardsley provides discretionary investment advisory and sub-advisory services to separately managed account clients (the “Managed Accounts” and together with the Funds, the “Advisory Clients”). It should be noted that Advanced Healthcare Fund, World Information Technology Fund and Duckdive Fund are solely held by investments by Ardsley employees, personnel and family members/close friends (collectively known as the “Employee Funds”). The Flagship Fund, Sustainable Opportunities Fund and WITO are held by investments from both affiliated parties and unaffiliated investors (the “External Funds” and together with the Employee Funds, collectively referred to herein as the “Funds”). The Funds and the Managed Accounts are referred to together in this Brochure as the “Advisory Clients”. “Investors” are investors in or the beneficial owners of interests or shares in the Funds. An affiliate of Ardsley, Ardsley Partners I GP, LLC (“Ardsley Partners I” or the “General Partner”), a Delaware limited liability company, serves as the General Partner to the Funds. It should be noted that Ardsley Partners I, as General Partner, has the sole power and authority to manage the business and legal affairs of the Funds. Philip Hempleman is the principal owner of Ardsley. Ardsley provides investment advisory services to the Advisory Clients. As described in further detail in Item 8 below, these Advisory Clients seek to generate capital appreciation. The investment objective of the Flagship Fund is to seek above-average capital appreciation (rather than current income) by emphasizing active management of the Flagship Fund’s portfolios (including the use of leverage and short selling) and investment in growth stocks. The Flagship Fund invests primarily in equity securities of U.S. corporations traded on national securities exchanges and in the over-the-counter market. The Flagship Fund may also trade securities of U.S. special purpose acquisition companies (“SPACs”). In circumstances deemed appropriate by Ardsley, the Flagship Fund also makes investments in bonds or other fixed income securities issued by U.S. corporations, the U.S. Government or foreign governments.

Ardsley pursues this objective for the Sustainable Opportunities Fund by investing principally in equity securities of public and private companies engaged in the development, production and distribution of Renewable Energy/ Clean Tech products and services, and of companies which derive a major portion of their revenue directly or indirectly from business lines which benefit from technological events and advances with respect to such products and services. The Sustainable Opportunities Fund also may invest (by selling short or otherwise) in equity securities of companies whose revenues or stock prices Ardsley believes may be adversely affected by the development, production and distribution of renewable energy products and services. The Sustainable Opportunities Fund may also trade securities of SPACs. As previously noted, the Advisory Clients' primary investment objective is to generate capital appreciation. The Sustainable Opportunities Fund pursues this objective by investing principally in companies in the renewable energy and clean tech sector. It should be noted that Advanced Healthcare Fund and Duckdive Fund generally pursue the Flagship Fund’s objective by investing in domestic and international financial instruments, including equity, interest rate, and, subject to all applicable rules and regulations, commodity instruments, generally with a more aggressive approach than that employed for any other Advisory Client. It should be noted that the Advanced Healthcare Fund and Duckdive Fund do not trade pari passu with Ardsley’s other accounts; the Advanced Healthcare Fund and Duckdive Fund have different risk limitations and thus may be more concentrated in certain positions than would be appropriate for any other Ardsley client account. The World Information Technology Fund and WITO (through its investment in the World Information Technology Fund) focus on the TMT sectors with specific emphasis on global technologies. The Funds’ structures, investment objectives and strategies are set forth in a confidential private offering memorandum (each a “PPM”) provided to each Investor in the relevant Fund. With respect to the Funds, Ardsley generally does not tailor its advisory services to the individual needs of Investors. Although there are none in place as of the date of this Brochure, Ardsley may in the future, enter into side letter agreements or other similar agreements (collectively, “Side Letters”) with one or more Investors that provide such Investors with additional and/or different rights or terms than those set forth in the Funds’ PPMs. The Managed Accounts’ investment objectives and the types of investments that such portfolios will hold are individually negotiated and established between Ardsley and the respective Managed Account. As of December 31, 2025, Ardsley manages approximately $1,635,701,621 of “Regulatory Assets Under Management” (as defined by the SEC), all on a discretionary basis.

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”) which currently ranges from 15% to 20% of net profits depending on the Fund, except the Advanced Healthcare Fund, which is not subject to performance-based compensation. The Incentive Allocation is generally calculated each month and paid (deducted) 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 Funds ranges from 1.00% to 1.50% (annualized). The Funds’ governing documents set forth the fees and expenses to be paid by Investors. Prospective Investors should carefully review 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 and Sustainable Opportunities Fund. The 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. The Funds are deemed to be paying for research and other services with “soft” or commission dollars. Refer to Item 12 – Brokerage Practices for further information. 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 Sustainable Opportunities Fund, World Information Technology Fund and WITO 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.

The Managed Accounts are subject to different terms and fees as such fee arrangements and terms are individually negotiated between Ardsley and the respective Managed Account. A complete description of all fees, expenses and the methods of billing and how often such fees are charged for the Managed Accounts is disclosed within the investment management agreement/sub-advisory agreement which is entered into by Ardsley and the respective Managed Account. 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.

Methods of Analysis and Investment Strategies Ardsley’s core area of expertise is long/short equity and global macro investing. Ardsley utilizes long/short global equity dedicated to Sustainable Opportunities / Clean Tech. in diversified sectors including Technology, Healthcare, Biotechnology, Cap Goods & Industrials, Alternative Energy, Energy and Consumer Related. The Flagship Fund utilizes a global long/short hedge fund, whose style is categorized as Growth At a Reasonable Price (GARP), supplemented by value and special situations. The investment objective of the Flagship Fund is long term wealth creation through a portfolio of selected long and short investments in public securities. The Sustainable Opportunities Fund’s strategy is similar to the strategy of the Flagship Fund in that it is a long/short fundamentally driven fund with a bottom-up approach. However, unlike the multi-sector Flagship Fund, the Sustainable Opportunities Fund focuses solely on opportunities in the Sustainable Opportunities / Clean Tech sector. The Sustainable Opportunities Fund will be capitalization agnostic, taking advantage of a range of opportunities from large-cap to micro-cap. The Sustainable Opportunities Fund will be very global in nature with many of the best opportunities and companies in the sector located abroad. Ardsley will apply its expertise on a global scale to capture these opportunities. It should be noted that both the Flagship Fund and Sustainable Opportunities Fund may both invest in SPACs. Ardsley has utilized its investment approach for the past 20+ years with its Flagship Fund, and applies a similar approach for the Sustainable Opportunities Fund. Ardsley utilizes three basic investment styles. For the Sustainable Opportunities Fund, these three investment styles will focus on the Renewable Energy sectors from a global perspective. 1) The first style is a core investment style in which the firm utilizes a fundamentally driven bottom up approach to identify specific securities of companies that it believes will be successful and whose prices in the market do not reflect the value of the firm. These companies tend to be longterm investments, typically ranging from a year to several years. The Ardsley research team performs in-depth proprietary fundamental analysis to identify issues and to make recommendations for the portfolio. Ardsley subscribes to a rigorous, bottom-up analysis typically associated more with equity holders than with debt holders. Ardsley carefully examines historic cash flow, model future projections, meet with company management, and consult with industry specialists, competitors, suppliers, and customers of each of our prospective investment targets. Ardsley prepares its own spreadsheets and company specific models for every company that it includes in the portfolio as well as its comparables. Ardsley supplements this research with street research, industry media, industry forums, sector consultants, conference calls, peer idea sharing groups and technical screens, but never relies on external modeling for its decisions. Ardsley also utilizes consultants for analysis on global legislative trends. 2) The second style is an opportunistic event-driven style still focusing on the fundamentals of companies but taking advantage of shorter terms events such as earnings announcements, new company announcements, M&A activity, etc. These positions are traditionally held shorter-term, roughly a quarter. 3) The third style is a short-term trading style that takes advantage of market inefficiencies. For example, liquidity events, volatility, and technical. Typically these investments are held for a week or less and are primarily equity securities.

In order to optimize returns in down market phases, Ardsley utilizes derivatives, options, and other defensive investment vehicles, as well as employing a highly responsive portfolio management approach that focuses on adjusting invested exposure through cash levels and short positions, where appropriate. In addition, Ardsley is constantly vigilant to opportunities that arise globally in all types of financial markets as a supplement to equity investments. Ardsley supplements this research through outside subscriptions provided by service providers such as Moody’s, Credit Sight, and S&P and a variety of industry periodicals. Ardsley also receives research provided by the major Wall Street investment firms, but never relies on external modeling for its decisions. It should be noted that certain of the Employee Funds, which do not currently have outside investors, have different risk limitations (including, different exposure mandates) and thus may be more concentrated in certain positions than would be appropriate for any other Ardsley client account, including the External Funds and/or Managed Accounts. The Employee Funds have a flexible mandate to focus on high conviction ideas across multiple asset classes, including securities that may or may not be held by the other Advisory Clients. Certain of the Employee Funds do not trade pari passu with Ardsley’s other accounts and it may not be appropriate for trades to be allocated on a pro rata basis. As a result of certain of the Employee Funds’ more aggressive investment strategy, certain of the Employee Funds could be allocated a larger portion of certain securities or could add or sell securities the same day as the External Funds/Managed Accounts in a manner that would not merit allocation among the External Funds/Managed Accounts. It should be noted that there may and will be instances where certain of the Employee Funds will get a better price than the External Funds/Managed Accounts, if they trade on the same day but at a different time than the External Funds/Managed Accounts. For example, all applicable Advisory Clients, including the Employee Funds, could be allocated a pre-determined portion of a trade that occurs at market open, but later in the day certain of the Employee Funds/Managed Accounts may add to this position at a price that could be better or worse than the price obtained by all relevant Advisory Clients at the open. Material Risks Prospective Investors should consider the following factors in determining whether an investment in the Funds is a suitable investment: Risks of Investing in the Renewable Energy Sector. Investments in renewable energy and companies with environmentally-friendly products are subject to political priorities and changing government regulation, which may not be enforced. New renewable energy technologies may be feasible, but not cost effective, as research and development costs for such technologies are high. Potential advantages of renewable energy may be slow in development and recognition. Additionally, interest in achieving a clean environment may diminish, particularly if the cost of non-renewable energy declines. Risks of Investing in Energy−Related Securities. The Funds are subject to the risk that the earnings, dividends, and securities prices of energy companies will be greatly affected by changes in the prices and supplies of oil and other energy fuels. Prices and supplies of energy may fluctuate significantly over any time period due to many factors, including international political developments; production and distribution policies of the Organization of Petroleum Exporting Countries ("OPEC") and other oil−producing countries; relationships among OPEC members and other oil−producing countries and between these countries and oil−importing nations; energy conservation; the regulatory environment; tax policies; and the economic growth and political stability of the key energy−consuming countries. Limited Diversification; Concentration of Investments. The Sustainable Opportunities Fund’s portfolios are expected to be concentrated in a single sector. Accordingly, the risk of loss to a Fund is greater than if its portfolio were invested in a more diversified manner among various industry sectors. In addition, although the Sustainable Opportunities Funds’ investments among a variety of different securities is intended to reduce exposure to adverse events associated with specific issuers, the number of investments

will be limited. As a consequence, the Sustainable Opportunities Fund’s returns as a whole may be adversely affected by the unfavorable performance of even a single investment. General Economic and Market Conditions. The success of a Fund's activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of a Fund's investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices of securities, commodities or other financial instruments and the liquidity of a Fund's investments. Volatility or illiquidity could impair a Fund's profitability or result in losses. A Fund may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets; the larger the positions, the greater the potential for loss. The economies of non-U.S. countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource self-sufficiency and balance of payments position. Further, certain non-U.S. economies are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of certain non-U.S. countries may be based, predominantly, on only a few industries and may be vulnerable to changes in trade conditions and may have higher levels of debt or inflation. Non-U.S. Investments. A Fund may invest in financial instruments of non-U.S. corporations and governments. Investing in the financial instruments of companies (and, from time to time, governments) outside of the U.S. involves certain considerations not usually associated with investing in financial instruments of U.S. companies or the U.S. Government, including political and economic considerations, such as greater risks of expropriation, nationalization, confiscatory taxation, imposition of withholding and other taxes on interest, dividends, capital gains and other income, limitations on the removal of assets and general social, political and economic instability; the relatively small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; the evolving and unsophisticated laws and regulations applicable to the securities and financial services industries of certain countries; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict a Fund's investment opportunities. The legal and regulatory environment also may be different, particularly as to bankruptcy and reorganization. In addition, accounting and financial reporting standards that prevail outside of the U.S. generally are not as high as U.S. standards and, consequently, less information is typically available concerning companies located outside of the U.S. than for those located in the U.S. As a result, a Fund may be unable to structure its transactions to achieve the intended results or to mitigate all risks associated with such markets. It also may be difficult to enforce a Fund's rights in such markets. For example, financial instruments traded on non-U.S. exchanges and the non-U.S. persons that trade these instruments are not subject to the jurisdiction of the SEC or CFTC or the securities and commodities laws and regulations of the U.S. Accordingly, the protections accorded to a Fund under such laws and regulations are unavailable for transactions on foreign exchanges and with foreign counterparties. Currency Exchange Exposure. A Fund may invest a portion of its assets in the securities of non-U.S. issuers and other instruments denominated in non-U.S. currencies, the prices of which are determined with reference to currencies other than the U.S. dollar. A Fund, however, values its securities and other assets in U.S. dollars. A Fund may or may not seek to hedge its non-U.S. currency exposure by entering into currency hedging transactions, such as treasury locks, forward contracts, futures contracts and crosscurrency swaps. There can be no guarantee that instruments suitable for hedging currency or market shifts will be available at the time when a Fund wishes to use them, or that hedging techniques employed by a Fund will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of a Fund's positions in non-U.S. investments will fluctuate with U.S. dollar exchange rates as well as the price changes of the investments in the various local markets and currencies. In such cases, an increase in the value of the U.S. dollar compared to the other currencies in

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As described in Item 4, Ardsley offers investment advisory services to pooled investment vehicles operating as private investment funds and the Managed Accounts, which are a family office and 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 Funds is $1,000,000, and the minimum additional contribution is $100,000. The minimum initial investment for the Sustainable Opportunities Fund is $1,000,000, and the minimum additional contribution is $250,000. As stated in Item 4.A, the Employee Funds have only accepted investments from Ardsley employees, personnel and their family members/close friends. The Managed Accounts are subject to different terms and fees than the Funds. Such fee arrangements and terms are individually negotiated. It should be noted that any Managed Account relationships are generally subject to significant account minimums.

As noted in Item 5 above, Ardsley receives performance-based compensation in the form of an Incentive Allocation for all Funds, except for the Advanced Healthcare Fund. Ardsley will also be entitled to receive performance-based compensation from the Managed Accounts. While each Fund, except for the Advanced Healthcare Fund, and the Managed Accounts managed by Ardsley pay performance-based compensation, it should be noted that Ardsley does not charge an Incentive Allocation with respect to members, employees, and affiliates of either Ardsley or the General Partner. The fact that Ardsley receives performance-based compensation may create a potential conflict of interest in that it may create an incentive to make investments that are riskier or more speculative than in the absence of such a performance-based fee. Investors are provided with clear disclosure as to how performance-based compensation is charged with respect to a particular Fund and the risks associated with such performancebased compensation prior to making an investment.

As described in Item 4, an affiliate of Ardsley, Ardsley Partners I GP, LLC, a Delaware limited liability company (“Ardsley Partners I” or the “General Partner”), serves as the General Partner of the Funds. In its role as General Partner, Ardsley Partners I has absolute legal authority for such entities. The General Partner invests directly in the Funds, and employees of Ardsley also invest directly in the Funds. It should be noted that investments made by such parties generally are not subject to the Incentive Allocation noted in Item 5, above. It should also be noted that Ardsley Advisory Partners LP has its own general partner entity.

Ardsley has adopted a Code of Ethics (the “Code”) designed to meet the requirements of Rule 204A-1 of the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Code sets forth a standard of business conduct that takes into account Ardsley’s status as a fiduciary and requires Access Persons to place the interests of Advisory Clients and Investors above their own interests. Each employee of Ardsley is deemed to be an Access Person. The Code requires Access Persons to comply with applicable federal securities laws. Further, Access Persons are required to promptly bring violations of the Code to the attention of Ardsley’s Chief Compliance Officer. All Access Persons are provided with a copy of the Code and are required to acknowledge receipt of the Code on at least an annual basis. As required by Rule 204A-1 of the Advisers Act, and as further discussed below, the Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by Access Persons. Access Persons must pre-clear certain transactions in covered securities (as defined in the Code), specifically those involving initial public offerings, limited offerings, equities, options, among others as detailed in the Code. Access Persons must also provide the Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming an Access Person. In addition, Access Persons must provide annual holdings reports and quarterly transaction reports in accordance with Rule 204A-1. In summary, the Code is designed to (i) prevent improper personal trading by Ardsley’s Access Persons; (ii) prevent improper use of material, non-public information about securities recommendations made by Ardsley or securities holdings of Ardsley’s Advisory Clients; (iii) identify conflicts of interest; and (iv) provide a means to resolve any actual or potential conflict in favor of Advisory Clients and Investors. Further, Ardsley’s Code ensures the protection of non-public proprietary information about the activities of the Advisory Clients. Advisory Clients, Investors or prospective Investors/Advisory Clients may obtain a copy of Ardsley’s Code by contacting the Chief Compliance Officer, Steven Napoli at 203-564-4230 or steve@ardsley.com. As described above, Ardsley serves as the investment manager of the Funds and its affiliate serves as the General Partner of the Funds. Ardsley and the General Partner recommend interests in the Funds to prospective Investors. As noted in Item 10 above, Ardsley does not charge an Incentive Allocation to Investors that are members, employees or affiliates of Ardsley or the General Partner. The fact that Ardsley, the General Partner and Access Persons may each have financial ownership interests in the Funds creates a potential conflict in that it could cause Ardsley to make different investment decisions than if such parties did not have such financial ownership interests. Ardsley addresses these potential conflicts through regular monitoring of the Funds’ portfolios for consistency with the Funds’ objectives, strategies, and target capacity. Further, Ardsley carefully considers the risks involved in any investments and provides extensive disclosure to Investors regarding the potential risks that come with an investment in the Funds. Ardsley’s Code requires Access Persons to place the interests of Advisory Clients and Investors over their own or those of Ardsley, and all Access Persons are required to acknowledge their receipt and understanding of the Code. Also, as noted in this Item, Access Persons are subject to certain personal securities transaction restrictions and reporting, including: preclearance for certain securities transactions, and initial, quarterly and annual reporting requirements to ensure all Access Persons place the interests of the Advisory Clients above their own.

Ardsley may also employ, at its discretion, the services of consulting firms or experts (“Consultants”) to supplement their research processes with expert advice on technical or other specialized matters relevant to the investment decision making process. Ardsley monitors all Access Persons’ personal securities transactions through the reporting and preclearance requirements described within this Item. Such employee transactions will be reviewed by the Chief Compliance Officer (or his designee) on an on-going basis. It should be noted that to the extent Access Persons invest in any of the Advisory Clients (including the Employee Funds that are solely comprised of investments by Ardsley employees, personnel and their family members), such portfolio holdings will overlap with other Advisory Clients. Ardsley also maintains a “Restricted List” of securities and/or issuers of securities about which a determination has been made that it is prudent to restrict trading activity. This might include, for example, a company about which investment personnel may have acquired material, nonpublic information. Generally, any security appearing on the Restricted Securities list will not be approved for personal trading. The Chief Compliance Officer and/or his designee reviews each Access Person’s personal transaction reports to make sure each Access Person is conducting his or her personal securities transactions in a manner that is consistent with the Code.

Ardsley recognizes its duty to obtain “best execution” for its Advisory Clients. In selecting the brokerdealers to execute securities transactions, Ardsley will select brokers on the basis of best execution and in consideration of factors such as the broker’s trading expertise, reputation, facilities, willingness to commit capital and access to a particular trading market. Accordingly, the commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to the Funds by brokers in the foregoing circumstances are higher than those charged by other brokers who may not offer such services. Ardsley utilizes the brokerage and execution services of outsourced broker-dealer firms (the “Outsourced Traders”). Utilization of the Outsourced Traders may result in brokerage commissions paid for by the Advisory Clients that are higher than if such trades were executed directly by Ardsley. The Outsourced Traders may provide direct execution and outsourced trading services to Ardsley in order to provide increased liquidity, the ability to access a variety of market venues, enhanced and more timely execution capability, anonymity, and access to research from sell side broker-dealers with whom the Outsourced Traders maintain trading relationships that otherwise may not be available to Ardsley. Ardsley believes that the use of the Outsourced Traders as both executing broker and outsourced execution provider is consistent with its duty of seeking best execution for the Advisory Clients. Scope of Products and Services. Research-related services rendered to Ardsley by brokers selected to execute transactions generally benefit all Advisory Client accounts. Certain brokers that supply research services at times suggest a level of brokerage commissions they would expect to receive in return for supplying the services. Ardsley monitors the level of commissions allocated to such brokers relative to the value of the research services it receives. Ardsley also, to the extent permitted under its investment advisory agreements with Advisory Clients (including the applicable organization documents of investment funds), directs client brokerage transactions to brokers that have entered into arrangements with Ardsley pursuant to which the brokers, in consideration of the commissions they receive on transactions for accounts of Ardsley's clients, provide or agree to pay (out of commissions received from executing transactions for clients of the Ardsley) all or a portion of the expenses incurred in obtaining certain research and non-research related products and services used by Ardsley in servicing client accounts. Ardsley also directs certain brokers to pay (out of such commissions) third-party research providers and third-party vendors of non-research products and services. The brokerage and research-related products and services provided by brokers and third parties to Ardsley (which may be, and at times are, paid for with client brokerage commissions) include economic, political and social trend analyses; reports on the equity and credit markets; research-related periodicals; analyses of industries and individual companies; access to consultants, including those with expertise relating to domestic and global economics, research for model building and maintenance, specific companies, technologies or industries; use of expert networks; certain telecommunications and technology hardware, software, connectivity and maintenance; quotation systems; and other brokerage and research-related products and services that assist Ardsley in rendering investment management services to its clients. Regulatory Categorization of Products and Services. Ardsley believes that the arrangements described herein assist it in managing and servicing client accounts and are therefore beneficial to its Advisory Clients. Section 28(e) of the Securities Exchange Act of 1934 provides a "safe harbor" for the use of brokerage commissions generated on client transactions to obtain services. Under Section 28(e), an investment adviser will not be deemed to have acted unlawfully or to have breached its fiduciary duty by causing a client to pay higher commissions to a broker because of "brokerage and research services" provided by the broker.

The use by Ardsley of brokerage commissions generated on transactions for the Advisory Clients to obtain services fall within the scope of the "safe harbor" provided by Section 28(e) of the Securities Exchange Act of 1934 to the extent commissions are used to pay for research-related or brokerage-related products and services. In the case of the External Funds and the Managed Accounts, the use of client brokerage commissions in connection with arrangements fall within the safe harbor of Section 28(e) and any commissions generated by those accounts are excluded from any arrangements to obtain non-research related products and services that fall outside the safe harbor of Section 28(e). In the case of the Employee Funds, Ardsley directs transactions to a particular broker to pay for products or services that are outside of the Safe Harbor of Section 28(e). The Advisory Clients nevertheless derive benefits from these products and services Ardsley obtains, notwithstanding the fact that brokerage commissions of the Employee Funds are used to pay for those nonresearch related products and services that fall outside the safe harbor of Section 28(e). The products and services provided by brokers and third-party vendors to Ardsley outside of the Section 28(e) safe harbor are solely paid for with the Employee Funds’ client brokerage commissions. Such products and services include computer and technology infrastructure; computer hardware as well as support and maintenance for the computer hardware (including dedicated redundancies) and the dedicated physical infrastructure to support all of the above; software and support and maintenance, including certain portfolio management and compliance software; independent contractors and/or consultants; Slack; electronic communication archiving (Global Relay Communications, Inc.), client relationship management software and reporting, state notice filing fees, cybersecurity monitoring and testing and other products and services that assist Ardsley in rendering investment management services to its clients. Where Ardsley purchases or sells particular securities for two or more Advisory Clients (or for Advisory Clients and one or more accounts affiliated with Ardsley or its controlling person), Ardsley will generally seek to aggregate orders for execution as a single transaction. It is noted that multiple orders for a single security broker combination will generally be aggregated into a single transaction at the average price and allocated at the end of the day. Each Advisory Client participating in an aggregate transaction will participate at the average share price obtained in transactions for Ardsley's Advisory Clients in the security on that business day. Securities that are bought and sold in aggregated transactions are normally allocated pro-rata to the participating Advisory Client accounts in proportion to the size of the orders placed for each account to the extent practicable.

Ardsley has entered into a placement agent arrangement pursuant to which it compensates a third-party for referrals that result in a potential investor becoming an Investor in a Fund. The fees payable to the placement agent will be borne by Ardsley/the General Partner indirectly through an offset against the Management Fee and Performance Fee.

No disciplinary information to disclose.

Client accounts are under continuous review and performance is analyzed on a daily basis. Ardsley’s Chief Compliance Officer, the Portfolio Managers, an Analyst and the General Partner (who may also rely on outside counsel) are responsible for ensuring the accuracy of trade confirmations and related documents. Trades are maintained via an internal Trade Order Management System (OMS). Daily position reports are created and distributed to the Advisory Clients’ Portfolio Managers (Philip Hempleman, Spencer Hempleman, Benjamin Block and Ryman Gwon) and an Analyst (Kirk Balzer). The Portfolio Managers and Analyst review the reports for internal portfolio management and risk management purposes. Further, the Chief Compliance Officer, the Portfolio Managers, Analyst and the General Partner periodically review the firm’s trading and current practices to ensure consistency with applicable law and regulations. On a monthly basis, Investors receive notice of their capital balance and transparency indicating performance. On a quarterly basis, Investors receive unaudited financial and capital statements. Investors also periodically receive an investor letter. On an annual basis, Investors will receive audited financial, capital statements and Form K-1s. Other periodic reports may be provided to certain Investors in a particular Fund, including more detailed portfolio transparency and attribution analysis. The frequency and type of reporting to the Managed Accounts is subject to terms that are individually negotiated.

Ardsley and the General Partner are deemed to have custody of Fund assets by virtue of their respective status as investment manager and general partner. Ardsley and the General Partner maintain the assets of Advisory Clients in accounts with “qualified custodians” pursuant to Rule 206(4)-2 under the Advisers Act. The qualified custodians presently utilized by Ardsley for the Funds is Goldman, Sachs & Co. (“Goldman Sachs”), 200 West Street, 3rd Floor; New York, New York 10282, Morgan Stanley & Co., LLC (“Morgan Stanley”), 1585 Broadway, 11th Floor; New York, New York 10036, Marex Capital Markets Inc. (“Marex”), 360 Madison Avenue, New York, NY 10017, BTIG LLC, 65 East 55th Street, New York, NY 10022 and Northern Trust, 50 South La Salle Street; Chicago, IL 60603. Ardsley reasonably believes that all Investors in the Flagship Fund, Sustainable Opportunities Fund, World Information Technology Fund and WITO will be provided with audited financial statements, prepared by an independent accounting firm that is registered with and subject to review by the Public Company Accounting Oversight Board, in accordance with U.S. Generally Accepted Accounting Principles, within 120 days of each Fund’s fiscal year. Investors should carefully review the audited financial statements upon receipt. Ardsley will use an independent public accountant to verify the funds and securities for Investors in the Advanced Healthcare Fund and Duckdive Fund by an annual surprise examination pursuant to Rule 206(4)2 under the Advisers Act. Ardsley is of the view that it does not have custody over the cash or securities of the Managed Accounts.

Ardsley has discretionary authority to manage securities accounts on behalf of its Advisory Clients. Ardsley is authorized to make purchase and sale decisions for Advisory Clients. As explained in Item 4 above, individual Investors in the Funds do not have the ability to impose limitations on Ardsley’s discretionary authority. Prospective Investors in the Funds are provided with an offering memorandum prior to their investment and are encouraged to carefully review the offering memorandum, along with all supplements and other relevant offering documents, and to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. Prospective Investors to the Funds must execute a subscription agreement, in which they make various representations, including representations regarding their suitability to invest in a high-risk investment pool. Prospective Investors must also execute a limited partnership agreement. The subscription agreement and limited partnership agreement each constitute a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms.

Ardsley understands and appreciates the importance of proxy voting. Rule 206(4)-6 under the Advisers Act (the "Proxy Voting Rule") places specific requirements on registered investment advisers with proxy voting authority. Because Ardsley has discretionary authority over the securities held by its clients, Ardsley is viewed as having proxy voting authority. Accordingly, Ardsley is subject to the Proxy Voting Rule. To meet its obligations under this rule, Ardsley has retained a third party proxy voting agent, Broadridge, to coordinate and vote all proxies on behalf of the Advisory Clients. The Chief Compliance Officer or his designee will monitor Broadridge to ensure that all proxies are being properly voted and appropriate records are being retained. Ardsley may revoke from Broadridge authority to vote any particular proxy and vote the proxy itself. Policies and Procedures for Situations in Which Ardsley Directly Votes Proxies In the event that Ardsley decides to directly exercise discretion to vote a proxy, it will vote in the best interests of its Advisory Clients and in accordance with its policies and procedures for voting proxies. In such situations, the general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, "Proxies") in a prudent and diligent manner that will serve the applicable client's best interests and is in line with each client's investment objectives. Generally, clients may not direct Ardsley’s vote in a particular solicitation. Conflicts of interest may arise between the interests of the Advisory Clients on the one hand and Ardsley or its affiliates on the other hand. If Ardsley determines that it may have, or is perceived to have, a conflict of interest when voting proxies, Ardsley will vote in accordance with its proxy voting policies and procedures. If you have any questions about Ardsley’s proxy policy, its proxy record-keeping procedures or if you would like any detailed information about how proxies are actually voted, please contact Steven Napoli at 203-564-4230 or steve@ardsley.com.

Not applicable to Ardsley.