Princeton Alpha Management LP

Fees and Compensation
General
Princeton Alpha provides investment advisory services to each of the Funds pursuant to
separate investment management and/or limited partner agreements (the “Agreements”). The
Agreements for each Fund, along with specific organizational documents of the Fund, set forth
in detail the fee structure relevant to each such Fund. The terms of the Agreements are
generally established at the time of the formation of the applicable Fund.

Princeton Alpha will receive compensation from fees based on a percentage of assets
under management, incentive allocations and fees and certain other fees or expenses related
to transactions (see below). Investors should review all fees charged by Princeton Alpha and
others to fully understand the total amount of fees to be paid by a Fund and, indirectly, by
their Investors.

Asset-Based Charges and Payments
Each Investor will effectively be charged an annual asset based charge and payment (the
“Asset Based Charges and Payments”) equal to no more than 2.5% per annum of the net
asset value of Investor’s investment in each feeder fund. The asset-based charge will be
calculated and payable quarterly in advance as of the beginning of each calendar quarter. A
portion of such charge will be paid by the Fund to Princeton Alpha as a fee for its services
(the “Management Fee”), and the Strategic Investor will receive a Guaranteed Payment as
described above. The General Partner, at its sole discretion, may elect to reduce, waive or
calculate differently the Asset Based Charges and Payments with respect to any person,
including through separate written agreements with Investors.

Form ADV Part 2 Brochure | Princeton Alpha                                    March 20, 2017

Performance Charge
The Agreements also provide that the Investors bear an annual performance-based amount
(the “Performance Charge”) which is calculated and charged separately with respect to each
Investor’s investment, equal to no more than 25% of the performance (for that year)
attributable to each Investor’s investment, subject to a high water mark. In the event that an
Investor subscribes as of different dates, the Performance Charge will be determined and
debited separately with respect to each investment.

A portion of such Performance Charge will be paid by the Master Fund to Princeton Alpha as a
performance fee for its services (the “Performance Fee”), and a portion of such amounts will
be paid by the Master Fund to the Strategic Investor as the Strategic Payment.

The Performance Charge with respect to any Investor may be waived or altered by the
General Partner, in its sole discretion, including through separate written agreements with
Investors.

Other Expenses Charged to the Funds
In addition to the Asset-Based Charges and Payments and the Performance Charge, each
Fund will bear all costs and expenses directly related to its investment program,
including, without limitation, expenses related to proxies, brokerage commissions, dealer
spreads, mark-ups, securities lending fees and expenses, interest on debit balances or
borrowings, exchange fees, give-up fees, NFA fees, dividends payable with respect to
securities sold short, custody fees, any withholding or transfer taxes imposed on the Fund
and certain fees and expenses related to the implementation of the Investment Manager’s
trading strategies including, without limitation, hardware used for strategy model research and
production systems, real time market data and historical data used for strategy model building
and server rack rent and server fees. The Funds will also bear the fees and expenses
incurred in connection with the administration of the Fund, accounting, audit and legal fees
and expenses, directors fees and expenses, the fees and expenses of preparing and filing any
reports which seek information about the Funds and its Master Fund’s investments,
insurance premiums including premiums for professional liability (errors and omissions)
and directors’ and officers’ insurance covering the Princeton Alpha and its affiliates,
including the governance committee of the Funds, the costs of any litigation or investigation
involving the Fund’s activities and costs associated with reporting and providing
information to existing and prospective Investors.

However, the General Partner may, in its sole discretion, choose to absorb any such expenses
incurred on behalf of a fund.

A portion of the commissions generated on the Master Fund’s brokerage transactions may
generate “soft dollar” credits that the General Partner and Princeton Alpha are authorized to
use to pay for research and other non-research related services and products used by the
General Partner and Princeton Alpha. For more information regarding Princeton Alpha’s
brokerage practices and brokerage expenses see “Brokerage Practices” below.

Form ADV Part 2 Brochure | Princeton Alpha                                     March 20, 2017

Organizational and Offering Expenses
The Master Fund will bear the expenses of the organization of the Funds and the offering
of interests (including legal and accounting fees, printing costs, out-of-pocket expenses and
“blue sky” filing fees and expenses). In general, the Fund’s financial statements will be
prepared in accordance with generally accepted accounting principles in the United States
(“GAAP”). However, it is anticipated that the Funds will amortize their organizational
expenses over a period of 60 calendar months from the date the Funds commence operations
because it is believed that such treatment is more equitable than expensing the entire
amount of the organizational expenses in the Fund’s first year of operation, as is required by
GAAP.

Investors should review all fees charged by Princeton Alpha, its affiliates, and others to
fully understand the total amount of fees to be paid by the Funds and, indirectly, their
Investors.

Performance Based Fees and Side-by-Side Management
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Types of Clients
Princeton Alpha provides discretionary management and advisory services to the Funds
directly, subject to the direction and control of the General Partner (or board of directors, in
the case of the Offshore Fund) and not individually to the Investors. Investors in the Funds
may include, but are not limited to, high net worth individuals, pension plans (corporate, state
and foreign), sovereign wealth funds, endowments, foundations, banks, pooled investment
vehicles (e.g., funds-of-funds), trusts, estates or charitable organizations and corporate or
business entities.

The minimum commitment for an Investor is outlined in the Governing Fund Documents;
however, Princeton Alpha and/or its affiliates maintain discretion to accept less than the
minimum investment threshold. Investors in the Onshore Fund and US investors in the
Offshore Fund will be required to meet certain suitability qualifications, such as being an
“accredited investor” within the meaning set forth in Rule 501(a) of Regulation D under the
Securities Act and also “qualified purchasers” within the meaning set forth in Section
2(a)(51) of the Investment Company Act and the regulations thereunder.

Form ADV Part 2 Brochure | Princeton Alpha                                      March 20, 2017

In addition to the Strategic Investor Agreement, the General Partner and/or Princeton
Alpha, in their sole discretion, may enter into a side letter or similar agreement with one or
more Investors that has the effect of establishing rights under, or altering or
supplementing the terms of the Governing Fund Documents (including, without limitation,
those relating to management fees, performance fees, transparency and withdrawals) with
respect to such Investor. The General Partner and/or Princeton Alpha generally grant
waivers of the asset-based charges and the Performance Charge to principals and employees of
Princeton Alpha and its affiliates, as well as their related family members and affiliates.

Methods of Analysis, Investment Strategies and Risk of Loss
Overall Investment Strategy and Methods of Analysis
The Master Fund will trade liquid, exchange traded equities (including ETFs), swaps and
futures in developed and developing markets and may trade other asset classes such as
foreign exchange, options or other derivatives.

The Master Fund deploys a range of quantitative strategies which aim to be market neutral
within its equities strategies and may take risk-constrained directional positions in its futures
strategies. The portfolio will be diverse, covering a wide range of liquid, exchange traded
instruments. The models may use a variety of input data sources such as technical data
based on prices and volumes, or fundamental data such as earnings estimates. The quantitative
models will use statistical and mathematical models based on historical and real time data to
forecast relative asset price movements and construct market neutral portfolios, within the
equities strategies, based on these forecasts. The models will have average daily holding
periods ranging from hours to several weeks.

The details of the Advisor’s trading strategies may vary over time, as Princeton Alpha
frequently modifies and revises its trading strategies. Additionally, the Advisor may employ
additional trading strategies in the future not yet described or disclosed in this Brochure.
Investors should review the respective Governing Fund Documents for more details on the
manner in which Princeton Alpha intends to implement the Fund’s investment strategy and
the methods of analysis that the Advisor seeks to utilize in order to reach these investment
objectives.

The method(s) and investment strategies described above involve certain risks. A summary of
the principal risks are set out below.

Summary of the Principal Investment Risks
Investing involves substantial risks, including the risk of total loss of capital, and may not
be suitable for all investors. No guarantee or representation is made that the Fund’s
investment program, including, without limitation, the Fund’s investment objective,
diversification strategies or risk monitoring goals will be successful. Investment results may
vary substantially over time. No assurance can be made that profits will be achieved or that
substantial or complete losses will not be incurred. Past investment results of investments
otherwise made by the investment professionals of the Advisor are not necessarily
indicative of the Fund’s or the Advisor’s future performance.

Form ADV Part 2 Brochure | Princeton Alpha                                   March 20, 2017

The following are certain of the principal risks associated with the investment activities of
the Fund:

General Investment Risk. Investments in securities are subject to the general risks associated
with the underlying businesses, including market conditions, changes in regulatory
requirements, reliance on management at the company level, interest rate and currency
fluctuations, general economic downturns, domestic and foreign political situations, and
other factors. All Fund investments risk the loss of capital. There can be no assurance that
the Fund’s program will be successful or that an investor will not lose some or all of its
investment in the Fund.

Recent Developments in Financial Markets. Recent developments in the global financial
markets illustrate that the current environment is one of extraordinary and possibly
unprecedented uncertainty. In light of such recent market turmoil, the Fund, the General
Partner, Princeton Alpha, the prime brokers (and their respective affiliates) and other
financial institutions’ financial condition may be adversely affected and they may become
subject to legal, regulatory, reputational and other unforeseen risks that could have a
material adverse effect on the Fund’s business and operations.

Financial Markets and Regulatory Change. Market disruptions and the dramatic increase in
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