Pomona Wealth Management LLC

Item 5 – Fees and Compensation
Investment Management
Fees are paid quarterly in arrears up to 1.50% of the amount being managed or where advice is provided, subject to a negotiated annual
minimum fee of $5,000 based on the scope and complexities as well as the amount of time and expertise required.
Investment advisory fees are negotiable based on several factors, including: the complexity of the services to be provided, the level of assets
to be managed, and the overall relationship. Relationships with multiple objectives, portfolio restrictions or other complexities are likely to
have a higher fee than less complicated accounts.
Clients will receive quarterly statements from the Custodian that provide details of the advisory fees. The investment advisory fee in the
first period of service is pro-rated from the inception date of the account[s] to the end of the first quarter.

    •    Asset management fees are exclusive of and in addition to, brokerage fees, transaction fees, and other related costs and
         expenses.

    •    The firm will not have the authority or responsibility to value portfolio securities.
Third-Party Advisor Services
The advisory fees charged by a third-party advisor are absorbed completely by Pomona Wealth Management, which represents 1% of
the total fee charged by Pomona Wealth Management plus a pro-rata platform fee.
Mutual Fund Share Class Disclosures
Section 206 of the Investment Advisers Act of 1940 (“Advisers Act”) imposes a fiduciary duty to act in a client’s best interests and
specifically prohibits investment advisers, directly or indirectly, from engaging in any transaction, practice, or course of business which
operates as a fraud or deceit upon any client or prospective client.
However, the fiduciary duty to which advisers are subject is not specifically defined in the Advisers Act or the Commission rules but
reflects a Congressional recognition “of the delicate fiduciary nature of an investment advisory relationship” as well as a Congressional
intent to eliminate, or at least expose, all conflicts of interest which might incline an investment adviser, consciously or unconsciously,
to render advice which was not disinterested.
The purpose of 12b-1 fees, as approved by the SEC, are to cover marketing expenses and shareholder services such as the support
services. The more beneficial share class depends on an analysis of all fees including ticket charges and expected 12b-1 fees. Investing
in a 12b-1 fee paying share class can be less expensive for a client than investing in a share class with a lower expense ratio if the ticket
charges on the lower-cost share class exceed the amount of ongoing 12b-1 fees.

Depending on the anticipated trading volume, and the asset management fee that is determined based on account size, complexity and
time requirements, investment advisor representatives have a fiduciary duty to determine the mutual fund share class that is in the best
interest of each client as part of the overall fee analysis.
For a wrap fee account, a different conflict of interest is introduced because the advisor now has an incentive to not trade as frequently
(reverse churning) to avoid the ticket charges which can compromise the active management of an advisory account. This conflict is
mitigated by an investment adviser representative’s fiduciary duty to act in a client’s best interest while also considering the higher asset
management fee charged for wrap fee accounts.
Pomona Wealth Management will seek to determine the most advantageous share class available to each client. While institutional share
classes are usually the lowest cost alternative, under certain circumstances clients may be better served to pay a higher annual expense
ratio and avoid a transaction fee on each trade. When selecting a mutual fund for a client’s advisory account, the Investment Advisor
Representative has a fiduciary duty to select the share class that helps manage the overall fee structure of the account. The overall fee
structure includes such fees as: Asset Management Fees, Expense ratio, which includes 12b-1 fees, generally .25% for A shares and/or
trade ticket charges.

 Disclosure Brochure

    •    Investment Advisor Representatives must anticipate and monitor trading volume, and the asset management fee that is
         determined based on account size, complexity and time requirements.

    •    Pomona Wealth Management will review mutual fund positions that clients transfer “in kind” to be included in assets managed
         by Advisor and will advise the client as to alternatives available to them regarding share classes.

    •    Pomona Wealth Management recognizes that in some situations, alternative share classes might not be available. For example,
         529 and 401(k) Plans often have a limited array of investments and share classes available.
Legacy Mutual Fund Holdings
When the client transfers assets into a managed account, Pomona Wealth Management will review the client’s mutual fund holdings. If
not a recommended fund, the mutual fund will generally be sold unless the client needs to avoid a taxable gain or directs the Company
to hold the position. In some circumstances, if the legacy holding fits into the asset allocation of the portfolio, it may be held going
forward.
When legacy holdings are maintained in a client’s account, the client’s primary advisor or the Head Trader (or his designee) is
responsible for conducting an initial analysis of the mutual fund share class that he or she believes is in the client’s best interest to hold
based on the account size, investment strategy and eligibility requirements.
If in the client’s best interest to convert to an alternative share class and the position meets the minimum investment and eligibility
criteria, Pomona Wealth Management will place instructions for the custodian to convert the position on its next available share class
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Item 7 – Types of Clients
The advisory services offered by Pomona Wealth Management are generally provided to high-net-worth accredited investors and
business owners as well as plans subject to Employee Retirement Income Security Act of 1974 (“ERISA”).