ASSIGNMENT OF CUSTODY AGREEMENT

ASSIGNMENT OF CUSTODY AGREEMENT

THIS AGREEMENT (the "Assignment"), is effective as of March 15, 2021 among Princeton Private Investments Access Fund, fka Princeton Private Equity Fund and Princeton Private Investment Fund (the "Trust"), a Delaware statutory trust, MUFG Union Bank, N.A. ("Union Bank"), and U.S. Bank, N.A. ("U.S. Bank"), each a national banking association organized and existing under the laws of the United States of America.

WHEREAS, the Trust has entered into an Amended and Restated Custody Agreement with Union Bank dated September 22, 2014, as amended, (together with all Addenda, Appendices and Supplements thereto, the "Custody Agreement") pursuant to which Union Bank was appointed the custodian to certain series of the Trust (as defined in the Custody Agreement); and

WHEREAS, U.S. Bank acquired Union Bank's Debt Servicing and Securities Custody Services client portfolio effective March 15, 2021 (the "Acquisition Date"), which resulted in the transfer of the Custody Agreement to U.S. Bank by operation of law pursuant to Depository Corporation Sale, Merger, and Conversion Law, CA Fin Code§ 4800 (2016); and

WHEREAS, Section 20 of the Custody Agreement provides in relevant part that it may not be assigned by either party, nor may the duties of either party be delegated, without the prior written consent of the other party; and

WHEREAS, the Trust wishes for U.S. Bank to continue to serve as Custodian to the Trust, and

U.S. Bank wishes to continue to so serve following the Acquisition described above.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and in the Custody Agreement, in accordance with paragraph of Section 20 of the Custody Agreement, the parties agree as follows:

1.:. Assignment,

As of the Acquisition Date, Union Bank hereby assigns all of its rights, duties, and obligations under the Custody Agreement to U.S. Bank; and in accordance with Section 20 of the Custody Agreement, the Trust consents to such assignment.

Performance of Duties,

As of the Acquisition Date, U.S. Bank hereby assumes and agrees to perform all of Union Bank's duties and obligations under the Custody Agreement and be subject to all of the terms and conditions of said Custody Agreement, inclusive of all Addenda, Appendices and Supplements thereto, as if they applied to U.S. Bank.

l, Consent,

The Trust hereby consents to this assignment of Union Bank's rights, duties and obligations under the Custody Agreement to U.S. Bank and the assumption by U.S. Bank of all such rights, duties, and obligations, and agrees, subject to the terms and conditions of the Custody Agreement to look to U.S. Bank for the performance of the duties and obligations previously provided by Union Bank under the Custody Agreement after the Acquisition Date.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by a duly authorized officer on one or more counterparts as of the date first above written.

PRINCETON PRIV ATE INVESTMENTS ACCESS FUND

By: /s/Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Treasurer

U.S. BANK NATIONAL ASSOCIATION

By: /s/Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Senior Vice President

MUFG UNION BANK, N.A.

By: /s/Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Director