Princeton Capital Management Inc

Item 5         Fees and Compensation

                              Investment Supervisory Services ("ISS")

The maximum annualized fees for Investment Supervisory Services are charged as a percentage of
assets under management according to the following schedule:

                                                     Core Equity
                                                        and
                                                    Growth Equity         YES*
                                                      Accounts           Accounts
                  Assets up to $1 million                 1.25%             1.5%
                  Assets of $1 - $5 million                1.0%             1.5%
                  Assets above $5 million              negotiable        negotiable

            * YES is an acronym for Young Enterprise Shares, a service that
              invests in small-cap companies providing products or services drawn
              primarily from applied sciences.

Our fees are paid in advance, quarterly, based on the value of the portfolio on the last business day
of the calendar quarter preceding the calendar quarter to which the fee relates, multiplied by one-
fourth (1/4) of the annual fee rate. If the value of related client accounts totals more than $1,000,000,
we will group such accounts for the purpose of determining the annualized fee. Certain client
relationships may require specific fee arrangements such as arrears or monthly billing. Any such
arrangements are negotiated and agreed to in advance and are defined in the Client Agreement.

As authorized by our clients, our firm directly debits advisory fees from client accounts. On occasion
and only under certain circumstances, we bill the client directly for our management fee. Unless we
are instructed otherwise, as part of our quarterly report to clients we include a statement detailing how
our management fee was calculated and a copy of the advice that was submitted to the account
custodian.

We do not reduce our fees to offset brokerage commissions or other account fees and expenses.

Under certain circumstances, fees may be negotiable or may be charged at a fixed rate. Such might
be the case for eleemosynary accounts or for an account faced with changing circumstances as with
Estate accounts. The negotiated fee schedule is defined in the Client Agreement between our firm
and each client. Fees are not charged to those associated with the firm or to members of their
immediate families.

                                     Investment Counseling Fees

Fees for investment advice furnished through consultation are negotiated with each individual client in
advance of rendering investment advice and are based according to time and effort. For consulting
services to Chief Investment Officers, a negotiated retainer fee is charged with additional fees if
specific, special effort analyses are requested.

                                                Page 6 of 17                                   February 2017

                              Wrap Program and Sub-Advisory Fees

Fee arrangements for wrap fee programs and sub-advisory services are defined on a case-by-case
basis with each broker/dealer. For wrap fee programs, information about fees, services and conflicts
is included in the Wrap Fee Disclosure Brochure (Form ADV Appendix #1) that is provided by the
Wrap Fee sponsor.

                                PrinCap Retirement Services Fees

The fees for services to defined contribution plans provided through PrinCap under Sections 3(21)
and 3(38) of ERISA are negotiable.

GENERAL INFORMATION

Termination of the Advisory Relationship: A client agreement may be canceled at any time, by
either party, for any reason upon receipt of written notice. Upon termination of an account, any
prepaid, unearned fees will be promptly refunded. In calculating a client’s reimbursement of fees, we
will prorate the reimbursement according to the number of days remaining in the billing period.

Additional Fees and Expenses: in addition to our advisory fees, clients are responsible for the fees
and expenses charged by custodians and broker/dealers, including, but not limited to, transaction
commissions and custody fees, if any. Please refer to the "Brokerage Practices" section (Item 12) of
this Form ADV for additional information.

Mutual Fund Fees: Fees paid to Princeton Capital Management for investment advisory services are
separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their
shareholders. These fees, expenses and sales charges (if any) are described in each fund's
prospectus. A client could invest in a mutual fund or ETF directly, without our services. Accordingly,
the client should review both the fees charged by the funds and our fees to fully understand the total
amount of fees to be paid by the client and to thereby evaluate the advisory services being provided.

Wrap Fee Program Fees: In a wrap fee arrangement, clients pay a single fee for advisory,
brokerage and custodial services. Client’s portfolio transactions may be executed with or without
commission charge in a wrap fee arrangement. In evaluating such an arrangement, a client should
also consider that, depending upon the level of the wrap fee charged by the broker/dealer, the
amount of portfolio activity in the client’s account, and other factors, the wrap fee may or may not
exceed the aggregate cost of such services if they were to be provided separately.

ERISA Accounts: Princeton Capital Management is deemed to be a fiduciary to advisory clients that
are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee
Retirement Income and Securities Act ("ERISA"), and regulations under the Internal Revenue Code
of 1986 (the "Code"), respectively. For ERISA clients, we will not engage in prohibited transactions
...

Item 7        Types of Clients
Princeton Capital Management provides advisory services to the following types of clients:
     •   Individuals (other than high net worth individuals)
     •   High net worth individuals
     •   Pension and profit sharing plans (other than plan participants)
     •   Other pooled investment vehicles (e.g., hedge funds)
     •   Charitable organizations
     •   Family offices
     •   Corporations or other businesses not listed above
     •   Trustees/Sponsors of Defined Contribution Plans (PrinCap)
     •   Civic, Education and Artistic Organizations
     •   Other Investment Advisers

                                                Page 8 of 17                                   February 2017