Princeton Capital Management LLC

Item 5 – Fees and Compensation

Princeton Capital charges a fixed-percentage fee per annum for investment advice based on assets under management.
Fees are generally payable quarterly in advance.

Accounts may be terminated by giving written notice to Princeton Capital and clients will generally receive a prorated
refund of any unearned prepaid fees upon such termination. Terminated accounts will be charged advisory fees and
additional expenses incurred by Princeton Capital in the transfer or final disposition of the account.

Clients will incur brokerage, custodial, and other transactions costs in addition to fees. Clients have the option to
purchase the investment products recommended by Princeton Capital through other brokers or agents that are not
affiliated with Princeton Capital.

Please refer to Item 12 - Brokerage Practices, for additional details.

Fee Schedules
As stated above, Princeton Capital's fees are computed as a percentage of assets under management. The fee structure
is generally determined by product, size of the account assets managed and level of services required. However, fees
may be negotiable where special circumstances prevail, and arrangements with any particular client may vary from the
foregoing. In some cases, fees charged by Princeton Capital may be greater than fees charged by other investment
advisors for similar services; in other cases, our fees may be lower.

The following describes Princeton Capital’s basic fee schedule for separately managed client accounts:

For Equity and Balanced assignments (except Growth, Concentrated Growth, Core Growth and Young
Enterprise Shares (YES) strategies):

  Value of Assets at beginning of quarter           Annual Percentage
  First $3 million                                  1.0%
  Next $2 million                                   0.85%
  On balance of account                             0.75%

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FORM ADV, PART 2A

For Growth, Concentrated Growth and Core Growth:

  Value of Assets at beginning of quarter         Annual Percentage
  First $1 million                                1.25%
  Next $4 million                                 1.00%
  On balance of account                           negotiable

For Young Enterprise Shares (“YES”), a strategy that invests in small-cap companies providing products
or services drawn primarily from applied sciences and emerging technology:

  Value of Assets at beginning of quarter         Annual Percentage
  First $5 million                                1.50%
  On balance of account                           negotiable

For Tactical Asset Management assignments:

  Value of Assets at beginning of quarter         Annual Percentage
  US Sector Tactical Asset Allocation             0.50%
  Global Tactical Asset Allocation                0.50%

For Large Cap “Dividend Plus” Equity assignments:

  Value of Assets at beginning of quarter         Annual Percentage
  First $5 million                                0.50%
  On balance of account                           negotiable

For Long/Short Equity assignments:

  Value of Net Assets at month-end                Annual Percentage
  Actual Value                                    1.50%

For Wrap Program and Sub-Advisory assignments
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.

For all assignments
Fees are generally calculated on the value of the assets as of the last day of the preceding quarter and payable in
advance. If a client has prepaid its fee and elects to terminate its account with Princeton Capital, any overpayment of
fees not due to Princeton Capital will be promptly refunded. The above breakpoints are generally applied to each
separate account but may on occasions be based on the aggregate value of related accounts. Certain minimum fees
may apply causing a higher percentage fee than shown above. Client relationships prior to May 1st 2016 may have
fee schedules instituted previously which are lower than our current fee schedule. We may negotiate lower advisory
fees based on certain criteria, such as the total amount of a client’s assets under our management or the amount of
attention required to manage a specific account. Advisory fees are sometimes either reduced or waived for certain
accounts which are maintained as a courtesy to existing clients and/or require minimal oversight. Fees may be waived
on certain portfolio assets. Fees may also be either reduced or waived for certain non-profit organizations, as well as
for Princeton Capital’s officers and employees, their family members, and related entities.

Princeton Capital looks at each client relationship on an individual basis and may modify the fee schedule to reflect
unique aspects of an account. Fees remain negotiable in certain cases, such as where the value of the assets is likely
to exceed $5 million, where the account under supervision includes unusual assets or an unusual mix of assets, or
where all or a portion of the account requires minimal portfolio manager oversight. Similarly, we may agree to reduce

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FORM ADV, PART 2A

fees or waive fees on certain legacy holdings that we will not be actively managing. Certain client relationships with
minimal oversight are charged a flat percentage rate or a flat fee rather than a scaled fee in order to simplify billing.
Upon the formation of Princeton Capital and the employment of George Graf, certain clients were designated as legacy
clients and are charged the fee schedule which was in effect at their prior investment manager.
...

Item 7 – Types of Clients

Princeton Capital offers investment advice to individuals, investment companies, pension and profit-sharing plans,
trusts, estates, charitable organizations, corporations, private funds, other pooled investment vehicles, family offices,
civic, education and artistic organizations, other investment advisers and other business entities.

As mentioned previously, Princeton Capital typically solicits private clients with minimum liquid net assets of $500,000
and institutions with minimum liquid net assets of $5 million. We will, however, at our discretion, accept clients with
assets which fall below the above mentioned levels, on a case-by-case basis.

Please refer to Item 5 - Fees and Compensation for more information.

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FORM ADV, PART 2A