Princeton Equity Advisors LP

Item 5 - Fees and Compensation

A. Below is a discussion of how the Adviser is compensated in connection with providing advisory
   services to its Clients. The Adviser reserves the right to enter into different fee arrangements on a
   client-by-client basis. It is critical that all investors refer to the applicable Client’s Governing
   Documents for a complete understanding of how the Adviser and its affiliates are compensated for
   advisory services. The Funds generally invest on a long-term basis. Accordingly, investment
   advisory and other fees are expected to be paid, except as otherwise described in the Governing
   Documents, over the term of the relevant Fund, and investors generally are not permitted to
   withdraw or redeem interests in the Funds except for rare circumstances described in the Governing
   Documents or in an investor’s side letter. The information contained herein is a summary only and
   is qualified in its entirety by each applicable Client’s Governing Documents.

    Management Fee. As is generally the case in private equity funds, the Governing Documents
    provide that a Fund’s Management Fees will be calculated and charged on a basis that generally is
    not tied to the Fund’s then-current net asset value. Each Fund pays management fees (the
    “Management Fee”) to the Adviser or its affiliate in accordance with such Fund’s limited
    partnership agreement. During each Fund’s commitment period, the Management Fee is typically
    2% per annum of the aggregate commitments of each investor. Upon a date specified in the
    Governing Documents (the “Stepdown Date”), the Management Fee is typically reduced to 2% per
    annum of the portion of aggregate Investment Contributions (as defined in the Funds’ respective
    Governing Documents) which are used to make investments that have not been sold, disposed of,
    distributed by such Fund, or completely written off for U.S. federal income tax purposes (such
    investments, “Impaired Value Investments”). Due to differences in the criteria set forth in their
    respective Governing Documents, in the event where more than one Fund participates in an
    investment, there is the possibility that an investment will become an Impaired Value Investment
    for purposes of one Fund’s Governing Documents but not those of one or more other Funds.

    Under the Governing Documents, where the fair market value of an investment exceeds the total
    amount of investment contributions relating to such investment, post-Stepdown Date Management
    Fees will not be calculated based upon such appreciated value, and will instead continue to be
    calculated based on the amount of applicable investment contributions. Conversely, the Governing
    Documents do not require Management Fees to be reduced or refunded following the occurrence
    of a writedown, decrease (including a significant decrease) in fair value or other event not
    constituting a complete realization, such as a partial sale or disposition, reorganization,
    recapitalization (including recapitalizations involving dividends), roll-over investment in
    connection with a sale or dividend distribution, except in the case of investments meeting the
    relevant Impaired Value Investment standard under the Governing Documents. For the avoidance
    of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment
    is less than the total amount of investment contributions relating to such Impaired Value
    Investment, then the amount of Management Fees otherwise payable relating to such investment
    will be reduced solely to the extent that the fair market value of each relevant remaining
    investment(s)is less than the amount of total investment contributions relating to such investment(s)
    as of the date of the relevant event. As a result, and as is generally the case for private equity funds,
    the amount of Management Fees generally will not correspond with fluctuations in the net asset
    value of individual investments or of a Fund, including following the relevant investment period,
    and will not be reduced in connection with any write downs (whether temporary or permanent),
    except in the case of Impaired Value Investments.

In many circumstances, the post-Stepdown Date Management Fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees (such as
Transaction Fees) and expenses paid to service providers (including suppliers, vendors, consultants,
lenders, law firms (including Fund or transaction counsel), transaction service providers and their
respective affiliates, personnel and related investment vehicles (together, “Service Providers”)), the
Adviser or its affiliates. Further, Management Fees generally will not be reimbursed or refunded
under the Governing Documents in the event of realizations, dispositions or partial write-downs or
write-offs that occur partway through the relevant calculation period.

The Management Fee is payable by a Fund to the General Partner quarterly and in advance, as
described in each Fund’s respective Governing Documents. The Management Fee will be
appropriately prorated for any period that is less than a full calendar quarter. In addition, the
General Partner reserves the right to elect to reduce a portion of the Management Fee in accordance
with a formula specified in the Governing Documents in exchange for a reduction in the General
Partner’s cash capital contribution obligation and/or a corresponding interest in Fund profits. The
Governing Documents set forth the full list of terms under which Management Fees will be
reduced, offset or otherwise be limited, and consequently investors should expect to bear the full
specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.
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Item 7 - Types of Clients

As described in Item 4, the Adviser provides investment advisory services to private funds that are
exempt from registration under the Investment Company Act of 1940, as amended. The offering of
interests to investors in the Funds are not registered under the Securities Act of 1933, as amended (the
“Securities Act”), or the securities laws of any U.S. state or any other jurisdiction. The offering of the
Funds’ interests is made to U.S. persons in accordance with Regulation D promulgated under the
Securities Act by the SEC and to non-U.S. persons in accordance with Regulation S promulgated under
the Securities Act by the SEC.

Generally, each Fund requires a minimum commitment of $5 million, but such amount is generally
permitted to be waived by the General Partner, subject to applicable legal requirements.