As filed with the Securities and Exchange Commission on October 3, 2022
Securities Act File No. 333-256660
Investment Company Act File No. 811-22990
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2 (CHECK APPROPRIATE BOX OR BOXES)
x REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
x Post-Effective Amendment No. 2
x REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
x Amendment No. 21
Pomona Investment Fund
(Exact name of Registrant as specified in Charter)
780 Third Avenue, 46th Floor
New York, NY 10017
(Address of principal executive offices)
Registrant’s Telephone Number, including Area Code:
Michael
D. Granoff
Pomona Management LLC
780 Third Avenue, 46th Floor
New York, NY 10017
(Name and address of agent for service)
COPY TO:
William J. Bielefeld, Esq.
Dechert LLP
1900 K Street, N.W.
Washington, DC 20006
Approximate
Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.
| ¨ | Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. |
| x | Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan. |
| ¨ | Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
| ¨ | Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
| ¨ | Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
It is proposed that this filing will become effective (check appropriate box)
| ¨ | when declared effective pursuant to section 8(c) of the Securities Act |
| ¨ | immediately upon filing pursuant to paragraph (b) of Rule 486 |
| ¨ | on ____, pursuant to paragraph (b) of Rule 486 |
| ¨ | 60 days after filing pursuant to paragraph (a) of Rule 486 |
| ¨ | on (date) pursuant to paragraph (a) of Rule 486 |
If appropriate, check the following box:
| ¨ | This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement]. |
| ¨ | This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: . |
| ¨ | This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: . |
| x | This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-256660 . |
Check each box that appropriately characterizes the Registrant:
| x | Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)). |
| ¨ | Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
| ¨ | Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
| ¨ | A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
| ¨ | Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
| ¨ | Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). |
| ¨ | If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. |
| ☐ | New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File Nos. 333-256660 and 811-22990) of Pomona Investment Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 2 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 2 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C - OTHER INFORMATION
| ITEM 25. | FINANCIAL STATEMENTS AND EXHIBITS |
| (2) | Exhibits: |
| (a)(1) | Certificate of Trust.* |
| (a)(2) | Certificate of Amendment to the Certificate of Trust** |
| (a)(3) | Amended and Restated Agreement and Declaration of Trust.** |
| (b) | By-Laws.** |
| (c) | Not Applicable. |
| (d) | Not Applicable. |
| (e) | Not Applicable. |
| (f) | Not Applicable. |
| (g) | Investment Management Agreement.** |
| (h) | Amended and Restated Distribution Agreement.**** |
| (i) | Not Applicable. |
| (j) | Form of Custody Agreement.** |
| (k)(1) | Form of Administration Agreement.** |
| (k)(2) | Sub-Administration and Fund Accounting Agreement.*** |
| (k)(3) | Form of Transfer Agency Agreement.** |
| (k)(4) | Amended and Restated Expense Limitation and Reimbursement Agreement.***** |
| (k)(6) | Shareholder Servicing Plan.**** |
| (k)(7) | Multiple Class Plan Pursuant to Rule 18f-3.**** |
| (l) | Not applicable. |
| (m) | Not Applicable. |
| (n)(1) | Not applicable. |
| (n)(2) | Consent of KPMG. ******** |
| (o) | Not Applicable. |
| (p)(1) | Subscription Agreement.* |
| (p)(2) | Form of Investor Application.**** |
| (q) | Not Applicable. |
| (r) | Code of Ethics of the Fund and the Adviser.** |
| (s) | Calculation of Filing Fee Tables.******* |
| (t) | Powers of Attorney.****** |
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| * | Incorporated by reference to the Registrant’s initial Registration Statement on Form N-2 filed on August 15, 2014. |
| ** | Incorporated by reference to the Registrant’s Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 filed on February 17, 2015. |
| *** | Incorporated by reference to the Registrant’s Pre-Effective Amendment No. 5 to the Registration Statement on Form N-2 filed on May 5, 2015 |
| **** | Incorporated by reference to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 filed on May 25, 2016. |
| ***** | Incorporated by reference to the Registrant’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-2 filed on September 29, 2016. |
| ****** | Incorporated by reference to the Registrant’s Registration Statement on Form N-2 filed on July 16, 2018. |
| ******* | Incorporated by reference to Registrant’s Registration Statement on Form N-2 filed on July 29, 2022. |
| ******** | Filed herewith. |
| ITEM 26. | MARKETING ARRANGEMENTS |
Not Applicable.
| ITEM 27. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
The following table sets forth the estimated expenses to be incurred in connection with the offering described in this registration statement:
| Registration fees | $ | 22,871 | ||
| Printing | $ | 25,976 | ||
| Accounting fees and expenses | $ | 30,000 | ||
| Legal fees and expenses | $ | 86,569 | ||
| Miscellaneous | $ | 139,313 | ||
| Total | $ | 304,729 |
| ITEM 28. | PERSONS CONTROLLED BY OR UNDER COMMON CONTROL |
The descriptions of the Adviser under the caption “Management of the Fund” in the Prospectus and Statement of Additional Information of this Registration Statement are incorporated by reference herein. For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of the Adviser in the last two (2) years, reference is made to the Adviser’s current Form ADV (File No. 801-69755) filed under the Investment Advisers Act of 1940, as amended, incorporated herein by reference.
| ITEM 29 | NUMBER OF HOLDERS OF SECURITIES |
The following table shows the number of holders of securities of the Registrant as of June 1, 2022:
| Title of Class | Number of Record Holders | |||
| Class A Shares | 1,169 | |||
| Class I Shares | 1,345 | |||
| Class M2 Shares | 7 | |||
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| ITEM 30. | INDEMNIFICATION |
Reference is made to Section 7.4 of the Registrant’s Declaration of Trust, filed as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
| ITEM 31. | BUSINESS AND OTHER CONNECTIONS OF ADVISER |
A description of any other business, profession, vocation, or employment of a substantial nature in which the Adviser, and each director, executive officer, or partner of the Adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner, or trustee, is set out in Registrant’s Prospectus in the section entitled “Management of the Fund” and in the section of the Statement of Additional Information captioned “Management of the Fund.” The information required by this Item 31 with respect to each director, executive officer, or partner of the Adviser is incorporated by reference to Form ADV with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940, as amended (File No. 801-69755).
| ITEM 32. | LOCATION OF ACCOUNTS AND RECORDS |
The Administrator maintains certain required accounting related and financial books and records of Registrant at 780 Third Avenue, 46th Floor, New York, New York 10017. The other required books and records are maintained by the Adviser at 780 Third Avenue, 46th Floor, New York, New York 10017.
| ITEM 33. | MANAGEMENT SERVICES |
Not Applicable.
| ITEM 34. | UNDERTAKINGS |
(1) Not Applicable.
(2) Not Applicable.
(3) The Registrant undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(2) To reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(3) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
Provided, however, that paragraphs a(1), a(2), and a(3) of this section do not apply if the registration statement is filed pursuant to General Instruction A.2 of this Form and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(d) That, for the purpose of determining liability under the Securities Act to any purchaser:
(1) If the Registrant is relying on Rule 430B [17 CFR 230.430B]:
(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
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(2) If the Registrant is subject to Rule 430C [17 CFR 230.430C]: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(e) That for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;
(2) Free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants;
(3) The portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act [17 CFR 230.482] relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(4) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(4) Not applicable.
(5) Not applicable.
(6) Not applicable.
(7) The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.
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SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant in the City of New York and State of New York on the 3rd day of October, 2022.
| POMONA INVESTMENT FUND | ||
| /s/ Michael D. Granoff | ||
| By: | Michael D. Granoff* | |
| Title: | President | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ Michael D. Granoff | Trustee, President and Principal Executive Officer | October 3, 2022 | ||
| Michael D. Granoff* | ||||
| /s/ Anthony Bowe | Trustee | October 3, 2022 | ||
| Anthony Bowe* | ||||
| /s/ Richard D’Amore | Trustee | October 3, 2022 | ||
| Richard D’Amore* | ||||
| /s/ Edwin A. Goodman | Trustee | October 3, 2022 | ||
| Edwin A. Goodman* | ||||
| /s/ Michael J. Roland | Trustee | October 3, 2022 | ||
| Michael J. Roland* | ||||
| /s/ Frances Janis | Treasurer, Principal Accounting Officer and Principal Financial Officer | October 3, 2022 | ||
| Frances Janis |
| * By: | /s/ Frances Janis | |
| Frances Janis | ||
| Attorney in Fact |
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EXHIBIT INDEX
| (n)(2) | Consent of KPMG |
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Exhibit (n)(2)
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Post-Effective Amendment to the Registration Statement No. 333-256660 on Form N-2 of our report dated May 28, 2021, relating to the consolidated financial statements and consolidated financial highlights of Pomona Investment Fund appearing in the Annual Report on Form N-CSR of Pomona Investment Fund for the year ended March 31, 2021.
| /s/ KPMG LLP |
New York, New York
September 27, 2022