SUBSCRIPTION AGREEMENT BETWEEN PRINCETON PRIVATE EQUITY FUND (THE "FUND") AND THE INVESTOR LETTER OF INVESTMENT INTENT

SUBSCRIPTION AGREEMENT BETWEEN PRINCETON PRIVATE EQUITY FUND (THE "FUND") AND THE INVESTOR

LETTER OF INVESTMENT INTENT

To the Board of Trustees of Princeton Private Equity Fund:

The undersigned (the "Purchaser") hereby subscribes to purchase a beneficial interest ("Interest") in the Fund, in the amount of [$________] for ____ shares at net asset value of $____ per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of [$_________].

The Purchaser agrees that the Interest is being purchased for investment purposes only and with no present intention of reselling or redeeming said Interest.

Effective: _________, 2014

Princeton Fund Advisors, LLC

By: ___________________

Xxxx X. Sabre

Chief Executive Officer