MASTER SERVICES AGREEMENT

Exhibit (k)(3)

This Master Services Agreement (this “Agreement”), dated September 22, 2023, is between Pomona Investment Fund (the “Fund”), a Delaware statutory trust, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.

Background

The Fund is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and it desires that Xxxxxxx perform certain services. Xxxxxxx is willing to perform such services on the terms and conditions set forth in this Agreement.

Terms and Conditions

1. Retention of Ultimus

The Fund retains Ultimus to provide the services set forth in each Addendum selected below (collectively, the “Services”), which are incorporated by reference into this Agreement. Xxxxxxx accepts such engagement to perform the selected Services.

x Fund Accounting Addendum

¨  Fund Administration Addendum

¨ Transfer Agent and Shareholder Servicing Addendum

2. Allocation of Charges and Expenses

2.1.

Ultimus shall furnish at its own expense the executive, supervisory, and clerical personnel necessary to perform its obligations under this Agreement. Xxxxxxx shall also pay all compensation of any officers of the Fund who are affiliated persons of Xxxxxxx, except when such person is, at the request of the Fund, serving as the Fund’s chief compliance officer.

2.2.

The Fund assumes and shall pay or cause to be paid all other expenses of the Fund not otherwise allocated under this Section 2, including, without limitation: organization costs; taxes; expenses for legal and auditing services; the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, information statements, proxy statements and related materials; all expenses incurred in connection with issuing and repurchasing shares; the costs of custodial services; the cost of initial and ongoing registration or qualification of the shares under federal and state securities laws; fees and reimbursable expenses of officers, directors, and trustees (as applicable) of the Fund who are not affiliated persons of Ultimus or the investment adviser(s) to the Fund; insurance premiums; interest; brokerage costs; litigation and other extraordinary or nonrecurring expenses; and all fees and charges of investment advisers to the Fund.

3. Compensation

3.1.

The Fund shall pay for the Services to be provided by Ultimus under this Agreement in accordance with, and in the manner set forth in, the fee letter attached to each addendum (each a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement.

3.2.

If this Agreement becomes effective subsequent to the first day of a month, Xxxxxxx’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth in the applicable Fee Letter. If this Agreement terminates before the last day of a month, Xxxxxxx’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth in the applicable Fee Letter and the Fund shall promptly pay Ultimus such compensation.

3.3.

In the event that the U.S. Securities and Exchange Commission (the “SEC”), Financial Industry Regulatory Authority, Inc. (“FINRA”), or any other regulator or self-regulatory authority adopts regulations and requirements relating to the payment of fees to service providers or which would result in any material increases in costs to provide the Services under this Agreement, the parties agree to negotiate in good faith amendments to this Agreement in order to comply with such requirements and provide for additional compensation for Xxxxxxx as mutually agreed to by the parties.

3.4.

In the event that any fees are disputed, the Fund shall, on or before the due date, pay all undisputed amounts due hereunder and notify Xxxxxxx in writing of any disputed fees which it is disputing in good faith. Payment for such disputed fees shall be due on or before the tenth (10^th) business day after the day on which Xxxxxxx and the Fund mutually agree on the outcome of such disputed charges.

4. Reimbursement of Expenses

In addition to paying Xxxxxxx the fees described in each Fee Letter, the Fund agrees to reimburse Xxxxxxx for its reimbursable expenses reasonably incurred in providing services hereunder (i.e., expenses incurred by Xxxxxxx in providing the Services, which could not reasonably be considered routine operating expenses), if applicable, including, without limitation, the following:

4.1.

Reasonable travel and lodging expenses incurred by officers and employees of Xxxxxxx in connection with attendance at meetings of the Fund’s Board (the “Board”) or any committee thereof and shareholders’ meetings;

4.2.

All reasonable freight and other delivery charges incurred by Xxxxxxx in delivering materials on behalf of the Fund;

4.3.

All reasonable direct telephone, telephone transmission and telecopy expenses incurred by Xxxxxxx in communication with the Fund, the Fund’s investment adviser(s) or custodian, counsel for the Fund, the Fund’s independent accountants, or others as required for Xxxxxxx to perform the Services;

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4.4.

The cost of electronic or other methods of storing records and materials if so requested by the Fund in writing;

4.5.

All fees and expenses incurred in connection with any licensing of software, subscriptions to databases, custom programming or systems modifications required to provide any special reports or services if so requested and approved in advance by the Fund in writing;

4.6.

Any expenses Ultimus shall incur at the direction of an officer of the Fund thereunto duly authorized other than an employee or other affiliated person of Xxxxxxx who may otherwise be named as an authorized representative of the Fund for certain purposes;

4.7.

A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”) provided such cost allocation is fair, equitable, and supported by Ultimus’ current data and consistent with past practice; and

4.8.

Any additional expenses reasonably incurred by Xxxxxxx in the performance of its duties and obligations under this Agreement as approved in advance in writing by the Fund.

Without limiting the foregoing, Xxxxxxx shall endeavor to use commercially reasonable efforts to notify the Fund and obtain the Fund’s approval before incurring any reimbursable expense, which could reasonably be considered material in light of the fees being paid for the Services.

5. Maintenance of Books and Records; Record Retention

5.1.

Xxxxxxx shall maintain and keep current the accounts, books, records and other documents relating to the Services as may be required by applicable law, rules, and regulations, including Federal

Securities Laws as defined under Rule 38a-1 under the Investment Company Act.

5.2.

Ownership of Records

Xxxxxxx agrees that all such books, records, and other data (except computer programs and procedures) developed to perform the Services (collectively, “Client Records”) shall be the property of the Fund.

Xxxxxxx agrees to provide the Client Records to the Fund, at the expense of the Fund, upon reasonable request, and to make such books and records available for inspection by the Fund or its regulators.

Xxxxxxx agrees to furnish to the Fund, at the reasonable expense of the Fund, all Client Records in the electronic or other medium in which such material is then maintained by Xxxxxxx as soon as practicable after any termination of this Agreement or at any time if so requested in writing by the Fund. Unless otherwise required by applicable law, rules or regulations, Xxxxxxx shall promptly turn over to the Fund or, upon the written request of the Fund, destroy the Client Records maintained by Ultimus pursuant to this Agreement. If Ultimus is required by applicable law, rule or regulation to maintain any Client Records, it will provide the Fund with copies as soon as reasonably practical after the termination.

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5.3.

Xxxxxxx shall keep confidential all Confidential Information (as defined below), except when requested to disclose such Confidential Information by duly constituted authorities with jurisdiction over Ultimus or court process. Xxxxxxx can also disclose Confidential Information to those of its directors, officers and employees who have a need to know the Confidential Information in order to provide the Services. Ultimus shall promptly notify the Fund of (i) any breach or threaten breach of this Agreement or (ii) any other unauthorized release, disclosure or use of Confidential Information by any person who receives such information, directly or indirectly, from Ultimus.

5.4.

If Xxxxxxx is requested or required to divulge such Confidential Information by duly constituted authorities with jurisdiction over Ultimus or court process, Ultimus shall, unless prohibited by law, promptly notify the Fund of such request(s) so that the Fund may seek, at the expense of the Fund, an appropriate protective order, an order to enjoin such disclosure or any other similar measure(s). Xxxxxxx agrees to provide reasonable assistance to the Fund, at the expense of the Fund, if the Fund endeavors to take any of the actions described in the preceding sentence. If, in the absence of a protective order Xxxxxxx is nonetheless compelled, based on the written advice of counsel, to disclose any Confidential Information, Xxxxxxx shall provide the Fund with written notice of the information to be disclosed as far in advance of its disclosure as is practicable and Xxxxxxx shall use its reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information.

6. Subcontracting

Ultimus may, at its expense, subcontract with any entity or person concerning the provision of the Services; provided, however, that Ultimus shall not be relieved of any of its obligations, including its confidentiality obligations, under this Agreement by the appointment of such subcontractor, and that Ultimus shall be responsible, to the extent provided in Section 10, for all acts or omissions of a subcontractor including for any breach or threaten breach by any such contractors of the confidentiality obligations set forth in Section 5.3.. Ultimus shall provide reasonable notification to the Fund prior to contracting such entity or person.

7. Effective Date

7.1.

This Agreement shall become effective as of the date first above written (the “Agreement Effective Date”).

7.2.

Each Addendum shall become effective as of the date first written in the Addendum.

8. Term

8.1.

Initial Term. This Agreement shall continue in effect, unless earlier terminated by either party as provided under this Section 8, for a period of five (5) years from the date first above written (the “Initial Term”) except that the Fund shall have the right, at its sole discretion, to terminate this Agreement during the Initial Term at the end of each of the third and fourth years from the date first above written (the “Fund’s Right of Earlier Termination”) upon written notice of termination as set forth in paragraph C of Section 8.3 below.

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8.2.

Renewal Terms. Provided the Fund has not exercised the Fund’s Right of Earlier Termination, Immediately following the end of the Initial Term, this Agreement shall renew for successive one-year periods (each a “Renewal Term”) unless a party provides the other party with written notice of termination as set forth in paragraph C of Section 8.3 below.

8.3.

Termination. A party may terminate this Agreement under the following circumstances.

Termination for Good Cause. During the Initial Term or a Renewal Term, a party (the “Terminating Party”) may terminate this Agreement against the other party (the “Non-Terminating Party”) for good cause. For purposes of this Agreement, “good cause” shall mean:

(1)

a material breach of this Agreement by the Non-Terminating Party that has not been cured or remedied within 30 days after the Non-Terminating Party receives written notice of such breach from the Terminating Party;

(2)

the Non-Terminating Party takes a material position regarding compliance with Federal Securities Laws that the Terminating Party reasonably disagrees with, the Terminating Party provides 30 days’ prior written notice of such disagreement, and the parties fail to come to agreement on the position within the 30-day notice period;

(3)

a final and unappealable judicial, regulatory, or administrative ruling or order in which the Non-Terminating Party has been found guilty of criminal or unethical behavior in the conduct of its business;

(4)

the authorization or commencement of, or involvement by way of pleading, answer, consent, or acquiescence in, a voluntary or involuntary case under the Bankruptcy Code of the United States Code, as then in effect; or

(5)

liquidation of the Fund.

Out-of-Scope Termination. If the Fund demands services that are beyond the scope of this Agreement in a material respect and/or the Fund’s investment strategy, structure, holdings or other aspects of the Fund’s operations deviate in any material respect from those described in the Fund’s prospectus or in representations made to Ultimus by the Fund or its representatives at the time of the initial due diligence and onboarding stage, such that Ultimus is (or will be) required to employ resources, whether in the form of additional man hours, investment or otherwise, beyond what was originally anticipated by Xxxxxxx (collectively, the “Out-of-Scope Services”), and the parties cannot agree on appropriate terms relating to such Out-of-Scope Services, Ultimus may terminate this Agreement upon not less than 90 days’ prior written notice to the Fund.

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End-of-Term Termination. A party can terminate this Agreement at the end of the Initial Term or a Renewal Term by providing written notice of termination to the other party at least 90 days prior to the end of the Initial Term or then-current Renewal Term.

Early Termination Fee. Any termination of this Agreement in whole or in part other than termination under Section 8.3.A-C is deemed an “Early Termination.” Upon the occurrence of an Early Termination, the Fund shall be subject to an “Early Termination Fee” equal to the pro rated fee amount due to Ultimus through the end of the then-current term as calculated in the applicable Fee Letter, including the repayment of any negotiated discounts provided by Xxxxxxx during the term of this Agreement.

Final Payment. Any unpaid compensation, reimbursement of expenses, or Early Termination Fee is due to Ultimus within 15 calendar days of the termination date provided in the notice of termination.

8.4.

No Waiver. Failure by either party to terminate this Agreement for a particular cause shall not constitute a waiver of its right to subsequently terminate this Agreement for the same or any other cause.

9. Intentionally Omitted.

10. Standard of Care; Limits of Liability; Indemnification

10.1. Standard of Care. Each party's duties are limited to those expressly set forth in this Agreement and the parties do not assume any implied duties. Each party shall use its best efforts in the performance of its duties and act in good faith in performing the Services or its obligations under this Agreement. Each party shall be liable for any damages, losses or costs arising out of such party’s failure to perform its duties under this Agreement to the extent such damages, losses or costs arise out of its willful misfeasance, bad faith, gross negligence in the performance of its duties or reckless disregard of its obligations and duties hereunder.

10.2. Limits of Liability

Xxxxxxx shall not be liable for any Losses (as defined below) arising from the following, provided that Xxxxxxx has acted in a manner consistent with the standard of care set forth in Section 10.1:

(1)

performing Services or duties pursuant to any written or electronic instruction, notice, request, record, order, document, report, resolution, certificate, consent, data, authorization, instrument, or item of any kind that Ultimus reasonably believes to be genuine and to have been signed, presented, or furnished by a duly authorized officer of the Fund (other than an employee or other affiliated persons of Ultimus who may otherwise be named as an authorized representative of the Fund for certain purposes);

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(2)

operating under its own initiative, in good faith and in accordance with the standard of care set forth herein, in performing its duties or the Services;

(3)

using valuation information provided by the Fund’s approved third-party pricing service(s) or the investment adviser(s) to the Fund for the purpose of valuing the Fund’s portfolio holdings;

(4)

any default, damages, costs, loss of data or documents, errors, delay, or other loss whatsoever caused by events beyond Ultimus’ reasonable control, including, without limitation, corrupt, faulty or inaccurate data provided to Ultimus by third-parties;

(5)

any error, action or omission by the Fund or other past or current service provider; and

(6)

any failure to properly register the Fund’s shares in accordance with the Securities Act or any state blue sky laws except for any failure arising from an error by Xxxxxxx in connection with performing any services relating to such registration contemplated herein.

Xxxxxxx may apply to a duly authorized officer of the Fund at any time for instructions Xxxxxxx shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction.

A copy of the Fund’s formation document is on file with the Secretary of State (or equivalent authority) of the state in which the Fund is organized, and notice is hereby given that this instrument is executed on behalf of the Fund and not the Trustees of the Fund individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund, and Xxxxxxx shall look only to the assets of the Fund for the satisfaction of such obligations.

Xxxxxxx shall not be held to have notice of any change of authority of any officer, agent, representative or employee of the Fund, the Fund’s investment adviser or any of the Fund’s other service providers until receipt of written notice thereof from the Fund. As used in this Agreement, the term “investment adviser” includes all sub-advisers or persons performing similar services.

The Board has and retains primary responsibility for oversight of all compliance matters relating to the Fund, including, but not limited to, compliance with the Investment Company Act, the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and regulations promulgated thereunder, Office of Foreign Assets Control (“OFAC”) Regulations and relevant Executive Orders, and any other applicable anti-money laundering laws or regulations, the Sarbanes Oxley Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the prospectus and statement of additional information. Ultimus’ monitoring and other functions hereunder shall not relieve the Board of its primary day-to-day responsibility for overseeing such compliance.

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To the maximum extent permitted by law, the Fund agrees to limit Ultimus’ liability for the Fund’s Losses (as defined below) to an amount that shall not exceed the total compensation received by Ultimus under this Agreement during the most recent 24 months immediately preceding the date of the event giving rise to the claim or, if the Agreement has been effective for less than 24 months, the average monthly fees payable since the Agreement Effective Date times 24. This limitation shall apply regardless of the cause of action or legal theory asserted except in the event of gross negligence, bad faith, reckless disregard or willful misconduct of Ultimus.

In no event shall Ultimus be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or Xxxxxxx was advised of the possibility thereof. Xxxxxxx shall not be liable for any corrupt, faulty or inaccurate data provided to Ultimus by any third parties for use in delivering Ultimus’ Services to the Fund and Ultimus shall have no duty to independently verify and confirm the accuracy of third-party data. The parties acknowledge that the other parts of this Agreement are premised upon the limitation stated in this section.

10.3. Indemnification

Each party (the “Indemnifying Party”) agrees to indemnify, defend, and protect the other party, including its trustees, directors, managers, officers, employees, and other agents (collectively, the “Indemnitees” and each an “Indemnitee”), and shall hold the Indemnitees harmless from and against any actions, suits, claims, losses, damages, liabilities, and reasonable costs, charges, and expenses (including reasonable attorney fees and investigation expenses) (collectively, “Losses”) arising out of (1) the Indemnifying Party’s failure to exercise the standard of care set forth above unless such Losses were caused in part by the Indemnitees’ own willful misfeasance, bad faith or gross negligence; (2) any violation of Applicable Law (defined below) by the Indemnifying Party or its affiliated persons or agents relating to this Agreement and the activities thereunder; and (3) any material breach by the Indemnifying Party or its affiliated persons or agents of this Agreement.

Notwithstanding the foregoing provisions, the Fund shall indemnify Ultimus for Ultimus’ Losses arising from circumstances under Section 10.2.A.

Upon the assertion of a claim for which either party may be required to indemnify the other, the Indemnitee shall promptly notify the Indemnifying Party of such assertion and shall keep the Indemnifying Party advised with respect to all developments concerning such claim. Notwithstanding the foregoing, the failure of the Indemnitee to timely notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure.

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The Indemnifying Party shall have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify the Indemnitee except with the Indemnifying Party’s prior written consent.

10.4. The provisions of this Section 10 shall survive termination of this Agreement.

11. Force Majeure.

Neither party will be liable for Losses, loss of data, delay of Services, or any other issues caused by events beyond its reasonable control, including, without limitation, delays by third party vendors and/or communications carriers, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots, pandemics, failure of the mails, transportation, communication, or power supply.

12. Representations and Warranties

12.1. Joint Representations. Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(A)

It is a corporation, limited liability company, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized.

(B)

To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement.

(C)

For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”).

(D)

It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement.

(E)

This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties.

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(F)

Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.

12.2. Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(A)

It shall cause its investment adviser and any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, for the Fund to cooperate with Xxxxxxx and to provide it with such reasonable information, data, documents, and advice relating to the Fund as appropriate or requested by Xxxxxxx, in order to enable Ultimus to perform its duties and obligations under this Agreement. To the extent the Fund or the investment adviser(s) or any other service provider to the Fund is/are unable to supply Ultimus with all of the information necessary for Xxxxxxx to perform the Services, Xxxxxxx will not be able to fully perform the Services and will not be responsible for such failure.

(B)

To the best of the Fund’s knowledge, the Fund’s organizational documents, registration statement and prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws.

(C)

[Reserved.]

(D)

The Board shall authorize certain persons who are authorized to provide Xxxxxxx with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by Xxxxxxx) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person and to certify to Xxxxxxx the names of the Authorized Persons from time to time.

12.3. Representations of Ultimus. To the knowledge of Ultimus, no representation or other statement made by Xxxxxxx during the course of the Fund’s and its representatives’ due diligence of Ultimus, taken as a whole, contains any untrue statement of material fact or omits to state a material fact necessary to make the statements in this Agreement, in light of the circumstances in which they were made, not misleading.

13. Insurance

13.1. Maintenance of Insurance Coverage. Each party agrees to maintain throughout the term of this Agreement professional liability insurance coverage of the type and amount reasonably customary in its industry. Upon request, a party shall furnish the other party with pertinent information concerning the professional liability insurance coverage that it maintains. Such information shall include the identity of the insurance carrier(s), coverage levels, and deductible amounts.

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13.2. Notice of Termination. A party shall promptly notify the other party should any of the notifying party’s insurance coverage be canceled or reduced. Such notification shall include the date of change and the reasons therefor.

14. Information Provided by the Fund

14.1. Prior to the Agreement Effective Date. Prior to the Agreement Effective Date, the Fund will furnish to Ultimus the following, provided, however, that any documents publicly filed and electronically shall be deemed furnished to Ultimus:

(A)

copies of the Fund’s formation document and of any amendments thereto, certified by the proper official of the state in which such document has been filed;

(B)

the Fund’s Bylaws and any amendments thereto;

(C)

certified copies of resolutions of the Board covering the approval of this Agreement, authorization of a specified officer of the Fund to execute and deliver this Agreement and authorization for specified officers of the Fund to instruct Ultimus thereunder;

(D)

a list of all the persons, together with specimen signatures of those persons, who are authorized to instruct Xxxxxxx in all matters;

(E)

the Fund’s registration statement and all amendments thereto filed with the SEC;

(F)

the Fund’s notification of registration under the Investment Company Act;

(G)

the Fund’s current prospectus and statement of additional information;

(H)

an accurate, current list of shareholders of the Fund showing each shareholder’s address of record, number of shares owned and whether such shares are represented by outstanding share certificates;

(I)

copies of the current plan of distribution adopted by the Fund under Rule 12b-1 under the Investment Company Act, if applicable;

(J)

copies of the current investment advisory agreement and current investment sub-advisory agreement(s), if applicable, for the Fund;

(K)

copies of the current distribution agreement for the Fund, if applicable;

(L)

contact information for the Fund’s service providers, including, but not limited to, the Fund’s administrator, custodian, current transfer agent, independent accountants, legal counsel, underwriter and chief compliance officer; and

(M)

a copy of procedures adopted by the Fund in accordance with Rule 38a-1 under the Investment Company Act.

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14.2. After the Agreement Effective Date. After the Agreement Effective Date, the Fund will furnish to Ultimus any material amendments to the items listed in Section 14.1, provided, however, that any documents publicly filed and electronically shall be deemed furnished to Ultimus.

15. Compliance with Law

The Fund assumes full responsibility for the preparation, contents, and distribution of its prospectus and further agrees to comply with all applicable requirements of the Federal Securities Laws and any other laws, rules and regulations of governmental authorities having jurisdiction over the Fund, including, but not limited to, the Internal Revenue Code, the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and regulations promulgated thereunder, Office of Foreign Assets Control (“OFAC”) Regulations and relevant Executive Orders, and any other applicable anti-money laundering laws or regulations, and the Xxxxxxxx-Xxxxx Act of 2002, each as amended.

16. Privacy and Confidentiality

16.1. Definition of Confidential Information. The term “Confidential Information” shall mean all information that either party discloses (a “Disclosing Party”) to the other party (a “Receiving Party”), whether in writing, electronically, or orally and in any form (tangible or intangible), that is confidential, proprietary, or relates to clients or shareholders (each either existing or potential). Confidential Information includes, but is not limited to:

(A)

any information concerning technology, such as systems, source code, databases, hardware, software, programs, applications, engaging protocols, routines, models, displays, and manuals;

(B)

any unpublished information concerning research activities and plans, customers, clients, shareholders, strategies and plans, costs and operational techniques;

(C)

any unpublished financial information, including information concerning revenues, profits and profit margins, and costs or expenses; and

(D)

Customer Information (as defined below).

Confidential Information is deemed confidential and proprietary to the Disclosing Party regardless of whether such information was disclosed intentionally or unintentionally or marked appropriately.

16.2. Definition of Customer Information. Any Customer Information will remain the sole and exclusive property of the Fund. “Customer Information” shall mean all non-public, personally identifiable information as defined by Xxxxx-Xxxxx-Xxxxxx Act of 1999, as amended, and its implementing regulations (e.g., SEC Regulation S-P and Federal Reserve Board Regulation P) (collectively, the “GLB Act”).

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16.3. Treatment of Confidential Information

(A)

Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future.

(B)

Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement.

(C)

Each party further agrees that:

(1)

The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement;

(2)

Notwithstanding the foregoing, the Receiving Party may release Confidential Information as required by law or approved in writing by the Disclosing Party; and

(3)

The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

(D)

Xxxxxxx shall not use the name of the Fund, its investment manager or any of their respective affiliates in any promotional, advertising or marketing materials.

16.4.

Severability. This provision and the obligations under this Section 16 shall survive termination of this Agreement.

17. Non-Exclusivity

The services of Ultimus rendered to the Fund are not deemed to be exclusive. Except to the extent necessary to perform Ultimus’ obligations under this Agreement, nothing herein shall be deemed to limit or restrict Ultimus’ right, or the right of any of Ultimus’ managers, officers or employees who also may be a trustee, officer or employee of the Fund, or persons who are otherwise affiliated persons of the Fund, to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other person.

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18. Arbitration

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Cincinnati, Ohio, according to the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the enforcement of this Agreement.

19. Notices

Any notice provided under this Agreement shall be sufficiently given when either delivered personally by hand or received by electronic mail, overnight delivery, or certified mail at the following address.

19.1. If to the Fund:

Pomona Investment Fund

000 Xxxxx Xxxxxx

New York, NY 10017

Attention: Xxxx Xxxxxxxx

Email: xxxxxxxxx@xxxxxxxxxxxxx.xxx

Attention: Xxxxx Xxxxxxxxxx
Email: xxxxx@xxxxxxxxxxxxx.xxx

with a copy to:

Pomona Investment Fund

Attn: Xxxxxx Xxxxxxx

000 Xxxxx Xxxxxx

New York, NY 10017

Email: xxxxxxxx@xxxxxxxxxxxxx.xxx

Dechert LLP

Attn: Xxxxxxx Xxxxxxxxx

0000 X Xxxxxx, XX,

Washington, DC 20006-1110

Email: xxxxxxx.xxxxxxxxx@xxxxxxx.xxx

Pomona Investment Fund
Ultimus Master Services Agreement
September 22, 2023	Page 14 of 17

19.2. If to Ultimus:

Ultimus Fund Solutions, LLC

Attn: General Counsel

0000 Xxxxx 000^xx Xxxxxx, Xxxxx 000

Elkhorn, NE 68022

Email: xxxxx@xxxxxxxxxxxxxxxxxxxx.xxx

20. General Provisions

20.1. Incorporation by Reference. This Agreement and its addendums, schedules, exhibits, and other documents incorporated by reference express the entire understanding of the parties and supersede any other agreement between them relating to the Services.

20.2. Conflicts. In the event of any conflict between this Agreement and any appendices or Addendum thereto, this Agreement shall control.

20.3. Amendments. The parties may only amend or waive all or part of this Agreement by written amendment or waiver signed by both parties.

20.4. Assignments.

(A)

Except as provided in this Section 20.4, this Agreement and the rights and duties hereunder shall not be assignable by either of the parties except by the specific written consent of the non-assigning party.

(B)

The terms and provisions of this Agreement shall become automatically applicable to any investment company that is the successor to the Fund because of reorganization, recapitalization, or change of domicile.

(C)

Unless this Agreement is terminated in accordance with Section 8 of this Agreement, Ultimus may, to the extent permitted by law and in its sole discretion, assign all its rights and interests in this Agreement to an affiliate, parent, subsidiary or to the purchaser of substantially all of its business, provided that Ultimus provides the Fund at least 90 days’ prior written notice.

(D)

This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.

20.5. Governing Law. This Agreement shall be construed in accordance with the laws of the state of Ohio and the applicable provisions of the Investment Company Act. To the extent that the applicable laws of the state of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control.

20.5. Headings. Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

Pomona Investment Fund
Ultimus Master Services Agreement
September 22, 2023	Page 15 of 17

20.7. Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which when executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by email or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original, signed copy of this Agreement.

20.8. Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provisions held to be illegal or invalid.

Signatures are located on the next page.

Pomona Investment Fund
Ultimus Master Services Agreement
September 22, 2023	Page 16 of 17

The parties duly executed this Agreement as of September 22, 2023.

Pomona Investment Fund		Ultimus Fund Solutions, LLC

By:	/s/Xxxx Xxxxxxxx	By:	/s/ Xxxx Xxxxxxx
Name:	Xxxx Xxxxxxxx	Name:	Xxxx Xxxxxxx
Title:	Secretary	Title:	Chief Executive Officer

Pomona Investment Fund
Ultimus Master Services Agreement
September 22, 2023	Page 17 of 17

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MASTER SERVICES AGREEMENT

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