0001398344-17-007302.txt : 20170605 0001398344-17-007302.hdr.sgml : 20170605 20170605143403 ACCESSION NUMBER: 0001398344-17-007302 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20170331 FILED AS OF DATE: 20170605 DATE AS OF CHANGE: 20170605 EFFECTIVENESS DATE: 20170605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pomona Investment Fund CENTRAL INDEX KEY: 0001616203 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-22990 FILM NUMBER: 17890842 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 593-3639 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Pomona Private Equity Fund DATE OF NAME CHANGE: 20140807 N-CSR 1 fp0026157_ncsr.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-22990

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) (Zip code)

Michael D. Granoff
Pomona Management LLC
780 Third Avenue, 46th Floor
New York, NY 10017
(Name and address of agent for service)

registrant's telephone number, including area code: (212) 593-3639

Date of fiscal year end: March 31

Date of reporting period: March 31, 2017

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


ITEM 1. REPORTS TO STOCKHOLDERS.

The Report to Shareholders is attached herewith.
 

 

 


 

Financial Statements

 

For the Year Ended March 31, 2017


Pomona Investment Fund


Table of Contents
For the Year Ended March 31, 2017


 

Report of Independent Registered Public Accounting Firm

1

Schedule of Investments

2-3

Statement of Assets, Liabilities and Shareholders' Capital

4

Statement of Operations

5

Statement of Changes in Shareholders' Capital

6

Statement of Cash Flows

7

Financial Highlights

8-9

Notes to Financial Statements

10-17

Other Information (unaudited)

18-20

Fund Management (unaudited)

21-23

Privacy Policy (unaudited)

24-25

 


Pomona Investment Fund


Report of Independent Registered Public Accounting Firm
March 31, 2017


 

The Board of Trustees and Shareholders
Pomona Investment Fund:

 

We have audited the accompanying statement of assets, liabilities and shareholders’ capital of Pomona Investment Fund (the Company), including the schedule of investments, as of March 31, 2017, and the related statements of operations and cash flows for the year then ended, and the statement of changes in shareholders’ capital and financial highlights for each of the years or periods in the two year period then ended. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of March 31, 2017, by correspondence with fund managers or by other appropriate auditing procedures where replies from underlying fund managers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Pomona Investment Fund as of March 31, 2017, the results of its operations and its cash flows for the year then ended and the changes in its shareholders’ capital and financial highlights for each of the years or periods in the two year period then ended, in conformity with U.S. generally accepted accounting principles.

 

 

New York, New York
May 26, 2017

 

1


Pomona Investment Fund


Schedule of Investments
March 31, 2017


 

Investment Funds a (75.79%)

Seasoned Primary Investments (5.73%)

 

Geographic
Region
b

 

Original
Acquisition Date

 

Fair
Value

 

Gryphon Partners IV, L.P. c, d, h

 

North America

 

6/24/2016

 

$

3,635,045

 

Total Seasoned Primary Investments (5.73%)

           

3,635,045

 
                 

Secondary Investments (70.06%)

               

Advent International GPE VII-B Limited Partnership d

 

North America

 

06/30/2015

   

2,368,848

 

Apax Europe VI - A, L.P. d

 

Europe

 

12/30/2016

   

365,706

 

Audax Mezzanine Fund II, L.P. d

 

North America

 

09/30/2015

   

103,099

 

Audax Mezzanine Fund III, L.P. e, h

 

North America

 

09/30/2016

   

5,977,698

 

Audax Private Equity Fund III, L.P. d

 

North America

 

09/30/2015

   

1,236,472

 

Bain Capital Asia Fund, L.P.

 

North America

 

12/30/2015

   

376,579

 

Bain Capital Distressed and Special Situations 2013 E, L.P. d, j

 

North America

 

06/30/2015

   

825,326

 

Bain Capital Europe Fund III, L.P.

 

North America

 

12/30/2016

   

1,593,032

 

Bain Capital Fund VIII, L.P. d

 

North America

 

12/30/2015

   

560,273

 

Bain Capital Fund X, L.P. f, h

 

North America

 

12/30/2015

   

7,127,755

 

Cerberus Institutional Partners, L.P. - Series Four d

 

North America

 

12/30/2016

   

1,023,407

 

Cerberus Institutional Partners, L.P. - Series Three d

 

North America

 

12/30/2016

   

127,061

 

Cerberus Institutional Partners, L.P. - Series Two d

 

North America

 

12/30/2016

   

18,257

 

Clayton, Dubilier & Rice Fund VII, L.P.

 

North America

 

12/30/2015

   

1,196,661

 

Clyde Blowers Capital Fund III LP d

 

Europe

 

06/30/2015

   

1,598,166

 

DCM IV, L.P. d

 

North America

 

06/30/2015

   

145,990

 

DCM V, L.P. d

 

North America

 

06/30/2015

   

719,468

 

DCM VI, L.P. d

 

North America

 

06/30/2015

   

1,459,083

 

GSO Capital Opportunities Overseas Fund L.P.

 

North America

 

12/30/2015

   

154,780

 

Insight Venture Partners Coinvestment Fund II, L.P.

 

North America

 

06/30/2015

   

1,078,892

 

Insight Venture Partners Coinvestment Fund III, L.P. d

 

North America

 

06/30/2015

   

700,593

 

Insight Venture Partners V Coinvestment Fund, L.P.

 

North America

 

06/30/2015

   

36,429

 

Insight Venture Partners V, L.P.

 

North America

 

06/30/2015

   

642,555

 

Insight Venture Partners VI, L.P.

 

North America

 

06/30/2015

   

1,347,288

 

Insight Venture Partners VII, L.P.

 

North America

 

06/30/2015

   

3,163,807

 

Insight Venture Partners VIII, L.P. d, g, h

 

North America

 

06/30/2015

   

3,440,358

 

Littlejohn Fund IV, L.P. d

 

North America

 

12/30/2015

   

1,903,733

 

Madison International Real Estate Liquidity Fund V

 

North America

 

06/30/2015

   

76,520

 

Oaktree Private Investment Fund 2010, L.P. d

 

North America

 

06/30/2015

   

129,690

 

Perry Partners International, Inc. d

 

North America

 

12/30/2015

   

65,672

 

Providence Equity Partners IV L.P. d

 

North America

 

12/30/2016

   

14,094

 

Providence Equity Partners V L.P. d

 

North America

 

12/30/2016

   

339,682

 

Providence Equity Partners VI L.P.

 

North America

 

12/30/2016

   

1,574,620

 

Silver Lake Partners II, L.P.

 

North America

 

12/30/2016

   

1,449,475

 

TCW/Crescent Mezzanine Partners VB, L.P.

 

North America

 

12/30/2015

   

660,933

 

TPG Opportunities Partners III (B), L.P. d

 

North America

 

06/30/2015

   

60,306

 

Wellspring Capital Partners IV, L.P. d

 

North America

 

06/30/2015

   

828,519

 

Total Secondary Investments (70.06%)

           

44,490,827

 

Total Investments in Investment Funds (Cost $48,635,670) (75.79%)

          

$

48,125,872

 

 

The accompanying notes are an integral part of these Financial Statements.

 

2


Pomona Investment Fund


Schedule of Investments
March 31, 2017 (continued)


 

Short-Term Investment (25.76%)

Money Market Fund

 

Fair
Value

 

Fidelity Government Money Market Fund - Institutional Class, 0.60% i

 

$

16,359,473

 

Total Money Market Fund (25.76%)

 

$

16,359,473

 
         

Total Short-Term Investment (Cost $16,359,473) (25.76%)

 

$

16,359,473

 
         

Total Investments (Cost $64,995,143) (101.55%)

 

$

64,485,345

 
         

Liabilities in Excess of Other Assets (-1.55%)

   

(984,549

)

         

Shareholders' Capital (100.00%)

 

$

63,500,796

 

 

a

Investment Funds are generally offered in private placement transactions and as such are illiquid and generally restricted as to resale. Total cost and fair value of illiquid and restricted securities as of March 31, 2017 was $48,635,670 and $48,125,872, respectively.

 

b

In the case of Investment Funds, geographic region generally refers to where the general partner is headquartered and may be different from where an Investment Fund invests or operates.

 

c

This Investment Fund invests in privately or publicly owned enterprises operating in a variety of industries.

 

d

Non-income producing.

 

e

This Investment Fund focuses on investing in junior debt securities of private middle market businesses.

 

f

This Investment Fund focuses on buyouts, growth capital investments and restructurings.

 

g

This Investment Fund invests in growth-stage companies, including control/buyout investments in more mature companies and minority deals in less mature companies.

 

h

These Investment Funds have no redemption provisions, are issued in private placement transactions and are restricted as to resale.

 

i

The rate quoted is the annualized seven-day yield of the Fund at the period end.

 

j

Formally known as Sankaty Credit Opportunities V-E, L.P.

 

The accompanying notes are an integral part of these Financial Statements.

 

3


Pomona Investment Fund


Statement of Assets, Liabilities and Shareholders’ Capital
March 31, 2017


 

Assets

     

Investments in Investment Funds, at fair value (cost $48,635,670)

 

$

48,125,872

 

Short-term investments, at fair value (cost $16,359,473)

   

16,359,473

 

Deferred offering costs

   

37,037

 

Expense waiver receivable

   

242,819

 

Interest receivable

   

7,175

 

Other assets

   

158,194

 

Total Assets

   

64,930,570

 
         

Liabilities

       

Payable to Adviser

   

414,827

 

Management fee payable

   

513,286

 

Administration fee payable

   

77,777

 

Distribution and servicing fee payable

   

170,681

 

Professional fees payable

   

126,970

 

Other accrued expenses

   

126,233

 

Total Liabilities

   

1,429,774

 
         

Commitments and contingencies (see Note 9)

   

 
         

Shareholders' Capital

 

$

63,500,796

 
         

Shareholders' Capital

       

Paid-in Capital

 

$

61,758,004

 

Accumulated net investment loss

   

(638,119

)

Accumulated net realized gain on investments in Investment Funds

   

9,150,683

 

Accumulated distributions from capital gains

   

(6,259,974

)

Accumulated net unrealized depreciation on investments in Investment Funds and foreign currency translation

   

(509,798

)

         

Total Shareholders' Capital

 

$

63,500,796

 
         

Shareholders' Capital Attributable to:

       

Class A Shares

 

$

63,224,956

 

Class M2 Shares

   

275,840

 
   

$

63,500,796

 
         

Shares Outstanding:

       

Class A Shares

   

6,268,951

 

Class M2 Shares

   

27,274

 
     

6,296,225

 
         

Net asset value per Share:

       

Class A Shares

 

$

10.09

 

Class M2 Shares

 

$

10.11

 

 

The accompanying notes are an integral part of these Financial Statements.

 

4


Pomona Investment Fund


Statement of Operations
For the Year Ended March 31, 2017


 

Income

     

Dividend income

 

$

607,357

 

Interest income

   

475,599

 

Other income

   

161,006

 

Total Income

   

1,243,962

 
         

Expenses

       

Management fee

   

982,141

 

Distribution and servicing fee

   

326,262

 

Professional fees

   

300,389

 

Insurance fees

   

164,200

 

Administration fee

   

148,821

 

Offering costs

   

141,150

 

Chief Compliance Officer fees and expenses

   

92,876

 

Trustees fees and expenses

   

76,670

 

Other expenses

   

160,690

 

Total Expenses

   

2,393,199

 
         

Less: Waivers and/or expense reimbursements

   

(516,279

)

         

Net Expenses

   

1,876,920

 
         

Net Investment Loss

   

(632,958

)

         

Net Realized Gain and Change in Unrealized Appreciation/(Depreciation) on Investments in Investment Funds and Foreign Currency Translation

       

Net realized gain from investments in Investment Funds

   

7,276,346

 
         

Net change in unrealized depreciation on investments in Investment Funds

   

(998,281

)

Net change in unrealized depreciation on foreign currency translation

   

(136,843

)

         

Total net change in unrealized depreciation on investments in Investment Funds and foreign currency translation

   

(1,135,124

)

         

Net Realized Gain and Change in Unrealized Appreciation/(Depreciation) on Investments in Investment Funds and Foreign Currency Translation

   

6,141,222

 
         

Net increase in Shareholders' Capital from operations

 

$

5,508,264

 

 

The accompanying notes are an integral part of these Financial Statements.

 

5


Pomona Investment Fund


Statements of Changes in Shareholders’ Capital


 

   

For the
Year Ended
March 31,
2017

   

For the Period

May 7, 2015 (Commencement of Operations) to
March 31,
2016

 

Operations

           

Net investment loss

 

$

(632,958

)

 

$

(1,107,786

)

Net realized gain from investments in Investment Funds

   

7,276,346

     

1,881,520

 

Net change in unrealized appreciation/(depreciation) on investments in Investment Funds and foreign currency translation

   

(1,135,124

)

   

625,326

 

Net increase in Shareholders' Capital from operations

   

5,508,264

     

1,399,060

 
                 

Distributions to Shareholders

               

Distributions from capital gains Class A Shares

   

(5,881,269

)

   

(366,369

)

Distributions from capital gains Class M2 Shares

   

(12,336

)

   

 

Decrease in Shareholders' Capital from distributions to Shareholders

   

(5,893,605

)

   

(366,369

)

                 

Shareholders' Capital Transactions

               

Class A Shares

               

Proceeds from sale of Shares

   

3,446,035

     

52,841,000

 

Reinvestment of distributions

   

5,822,706

     

366,369

 

Total Class A Transactions

   

9,268,741

     

53,207,369

 
                 

Class M2 Shares*

               

Proceeds from sale of Shares

   

265,000

     

 

Reinvestment of distributions

   

12,336

     

 

Total Class M2 Transactions

   

277,336

     

 

Increase in Shareholders' Capital from capital transactions

   

9,546,077

     

53,207,369

 
                 

Shareholders' Capital

               

Beginning of year

   

54,340,060

     

100,000

 

End of year

 

$

63,500,796

   

$

54,340,060

 
                 

Shareholder Activity

               

Class A Shares outstanding at beginning of year

   

5,327,631

     

10,000

 

Shares sold

   

334,952

     

5,280,943

 

Shares reinvested

   

606,368

     

36,688

 

Class A Shares outstanding at end of year

   

6,268,951

     

5,327,631

 
                 

Class M2 Shares outstanding at beginning of period*

   

     

 

Shares sold

   

25,989

     

 

Shares reinvested

   

1,285

     

 

Class M2 Shares outstanding at end of period

   

27,274

     

 
                 

Accumulated net investment loss

 

$

(638,119

)

 

$

(349,042

)

 

*

Class M2 Shares commenced operations on October 1, 2016.

 

The accompanying notes are an integral part of these Financial Statements.

 

6


Pomona Investment Fund


Statement of Cash Flows
For the Year Ended March 31, 2017


 

Cash flows from operating activities

     

Net increase in Shareholders' Capital from operations

 

$

5,508,264

 

Adjustments to reconcile net increase in Shareholders' Capital from operations to net cash used in operating activities:

       

Purchases of investments in Investment Funds

   

(18,429,307

)

Capital distributions received from Investment Funds

   

13,642,704

 

Net realized gain from investments in Investment Funds

   

(7,276,346

)

Net change in unrealized depreciation on investments in Investment Funds and foreign currency translation

   

1,135,124

 

Net sales of short-term investments

   

1,928,967

 

Amortization of deferred offering costs

   

141,150

 

Changes in operating assets and liabilities:

       

Decrease in investments in Investment Funds paid in advance

   

5,000

 

Decrease in expense waiver receivable

   

1,594,653

 

Increase in interest receivable

   

(1,751

)

Decrease in other assets

   

6,006

 

Decrease in payable to Adviser

   

(1,573,745

)

Decrease in management fee payable

   

(267,827

)

Decrease in administration fee payable

   

(40,641

)

Increase in distribution and servicing fee payable

   

95,959

 

Decrease in professional fees payable

   

(31,058

)

Decrease in trustees fees payable

   

(7,800

)

Increase in other accrued expenses

   

4,348

 

Net cash used in operating activities

   

(3,566,300

)

         

Cash flows from financing activities

       

Proceeds from sale of Shares

   

3,711,035

 

Distributions to investors, net of reinvestments of distributions

   

(58,563

)

Additions to offering costs

   

(86,172

)

Net cash provided by financing activities

   

3,566,300

 
         

Net change in cash

   

 
         

Cash at beginning of year

   

 
         

Cash at End of Year

 

$

 
         

Supplemental disclosure of reinvested distributions

 

$

5,835,042

 

 

The accompanying notes are an integral part of these Financial Statements.

 

7


Pomona Investment Fund


Financial Highlights


 

   

Class A Shares

 
   

For the
Year Ended
March 31,
2017

   

For the Period

May 7, 2015 (Commencement of Operations) to

March 31,
2016

 

Net asset value per Share, beginning of period

 

$

10.20

   

$

10.00

(1) 

Net increase in Shareholders' Capital from operations:

               

Net investment loss*

   

(0.09

)

   

(0.21

)

Net realized gain and change in unrealized depreciation on investments

   

1.03

     

0.48

 

Net increase in Shareholders' Capital from operations:

   

0.94

     

0.27

 

Distributions from net investment income

   

     

 

Distributions from capital gains

   

(1.05

)

   

(0.07

)

Total distributions

   

(1.05

)

   

(0.07

)

                 

Net asset value per Share, end of period

 

$

10.09

   

$

10.20

 
                 

Total Return (2)

   

9.71

%

   

2.70

%(3)

                 

Ratios/Supplemental Data:

               

Shareholders' Capital, end of period (in thousands)

 

$

63,225

   

$

54,340

 

Ratio of net investment loss to average Shareholders' Capital

   

(1.07

)%

   

(2.35

)%(4)

Ratio of gross expenses to average Shareholders' Capital (5)

   

4.05

%

   

5.40

%(4)

Ratio of expense waiver to average Shareholders' Capital (6)

   

(0.87

)%

   

(2.31

)%(4)

Ratio of net expenses to average Shareholders' Capital (6) (7)

   

3.18

%

   

3.09

%(4)

Portfolio Turnover

   

0.00

%

   

0.00

%(3)

 

*

Per Share data of income/(loss) from investment operations is computed using the total income and expense for each period divided by end of period Shares.

 

(1)

The net asset value per Share as of the beginning of the period, May 7, 2015 (Commencement of Operations) represents the initial net asset value per Share of $10.00.

 

(2)

Total Return based on net asset value per Share is the combination of changes in net asset value per Share and reinvested dividend income at net asset value per Share, if any.

 

(3)

Not annualized.

 

(4)

Annualized.

 

(5)

Represents the ratio of expenses to average Shareholders’ Capital absent fee waivers and/or expense reimbursement by the Adviser.

 

(6)

The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for a one-year term ending at the end of the Limitation Period to limit the amount of the Fund’s total annual ordinary operating expenses, excluding certain “Specified Expenses” as outlined in the Notes to Financial Statements.

 

(7)

Includes expenses excluded from the expense limitation. In addition, the ratio is calculated based on net expenses and average net assets. If the net expense ratio calculation was calculated quarterly rather than annualized, as is done for expense waiver calculations which is not, however, calculated based on average net assets, the net expense ratio would be 2.95%.

 

The accompanying notes are an integral part of these Financial Statements.

 

8


Pomona Investment Fund


Financial Highlights


 

   

Class M2 Shares

 
   

For the Period October 1, 2016 (Commencement of Operations) to

March 31,
2017

 

Net asset value per Share, beginning of period

 

$

10.65

(1) 

Net increase in Shareholders' Capital from operations:

       

Net investment loss*

   

(0.01

)

Net realized gain and change in unrealized depreciation on investments

   

0.52

 

Net increase in Shareholders' Capital from operations:

   

0.51

 

Distributions from net investment income

   

 

Distributions from capital gains

   

(1.05

)

Total distributions

   

(1.05

)

         

Net asset value per Share, end of period

 

$

10.11

 
         

Total Return (2) (3)

   

5.32

%

         

Ratios/Supplemental Data:**

       

Shareholders' Capital, end of period (in thousands)

 

$

276

 

Ratio of net investment loss to average Shareholders' Capital (4)

   

(0.24

)%

Ratio of gross expenses to average Shareholders' Capital (4) (5)

   

5.18

%

Ratio of expense waiver to average Shareholders' Capital (4) (6)

   

(2.74

)%

Ratio of net expenses to average Shareholders' Capital (4) (6) (7)

   

2.44

%

Portfolio Turnover (3)

   

0.00

%

 

*

Per Share data of income/(loss) from investment operations is computed using the total income and expense for each period divided by end of period Shares.

 

**

Class M2 Shares commenced operations on October 1, 2016. These ratios include certain expenses related to the offering of this share class and other expenses associated with the commencement of operations that are specific only to the M2 share class.

 

(1)

The net asset value per Share as of the beginning of the period, October 1, 2016 (Commencement of Operations) represents the initial net asset value per Share of $10.65.

 

(2)

Total Return based on net asset value per Share is the combination of changes in net asset value per Share and reinvested dividend income at net asset value per Share, if any.

 

(3)

Not annualized.

 

(4)

Annualized.

 

(5)

Represents the ratio of expenses to average Shareholders’ Capital absent fee waivers and/or expense reimbursement by the Adviser.

 

(6)

The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for a one-year term ending at the end of the Limitation Period to limit the amount of the Fund’s total annual ordinary operating expenses, excluding certain “Specified Expenses” as outlined in the Notes to Financial Statements.

 

(7)

Includes expenses excluded from the expense limitation. In addition, the ratio is calculated based on net expenses and average net assets. If the net expense ratio calculation was calculated quarterly rather than annualized, as is done for expense waiver calculations which is not, however, calculated based on average net assets, the net expense ratio would be 2.40%.

 

The accompanying notes are an integral part of these Financial Statements.

 

9


Pomona Investment Fund


Notes to Financial Statements
March 31, 2017


 

1. Organization

 

Pomona Investment Fund (formerly known as Pomona Private Equity Fund, the “Fund”) was organized as a Delaware statutory trust on August 12, 2014 and commenced operations on May 7, 2015. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The Fund is managed by Pomona Management LLC (the “Adviser” and the “Administrator”), an investment adviser registered under the Investment Advisers Act of 1940, as amended. The objective of the Fund is to seek long-term capital appreciation by investing principally in private equity investments. It is anticipated that the Fund’s private equity investments will predominantly consist of secondary and primary investments in private equity funds (“Investment Funds”) and, to a lesser degree, direct investments in operating companies. Secondary investments refer to investments in existing Investment Funds that are typically acquired in privately negotiated transactions. Seasoned Primary investments refer to investments in newly established private equity funds, typically sponsored by investment managers with an established investment track record.

 

A board of trustees (the “Board”) has overall responsibility for the management and supervision of the business operations of the Fund. As permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Fund, any committee of the Board, or the Adviser.

 

As of March 31, 2017, the Fund offered four classes of shares; Classes A, I, M1 and M2 shares. Class M2 Shares commenced operations on October 1, 2016. The I and M1 share classes had not yet commenced operations as of March 31, 2017. The shares are continuously offered on a quarterly basis.

 

Class A Shares are offered at the then current net asset value plus an initial sales charge, if applicable, with a general minimum initial investment of $25,000. Class A Shareholders pay a fee for distribution and shareholder servicing.

 

Class I Shares are offered to certain institutional investors, at the then current net asset value without an initial sales charge and with a general minimum initial investment of $1,000,000. Class I Shareholders do not pay a fee for distribution or shareholder servicing.

 

Classes M1 and M2 Shares are offered through intermediary wealth management platforms associated with private banks and trust companies, at the then current net asset value without an initial sales charge. The general minimum initial investment is $5,000,000. Neither Class M1 nor M2 Shareholders pay a fee for distribution services; however, M1 Shareholders pay a fee for shareholder services or account maintenance services.

 

All share classes have the same rights and privileges.

 

2. Summary of Significant Accounting Policies

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Fund is considered an investment company and therefore applies the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services - Investment Companies”. The following is a summary of significant accounting policies used in preparing the financial statements.

 

Valuation of Investments

 

The Fund has formal valuation policies and procedures (the “Valuation Procedures”), which have been approved by the Board. The Board has delegated direct and oversight responsibilities for making valuation determinations for investments held by the Fund to a valuation committee (the “Valuation Committee”), which draws on the resources and personnel of the Administrator and the Adviser in carrying out its responsibilities. The Board receives valuation reports from the Valuation Committee on a quarterly basis and determines if the Valuation Procedures are operating as expected and the outcomes are reliable.

 

In general, investments are valued based on actual or estimated market value, with special provisions for assets not having readily available market quotations, and for situations in which market quotations are deemed unreliable. The Investment Funds in which the Fund invests normally do not have readily available market prices and therefore will be valued at “fair value”. Determining the fair value of Investment Funds and other assets requires that judgment be applied to the specific facts and circumstances of each asset while seeking to employ a valuation process that is consistently followed. There is not necessarily a single standard for determining fair value of such assets, and determinations of fair value may involve subjective judgments and estimates.

 

10


Pomona Investment Fund


Notes to Financial Statements
March 31, 2017 (continued)


 

2. Summary of Significant Accounting Policies (continued)

 

The fair values of the Fund’s investments in Investment Funds are estimates and are determined by the Adviser in accordance with the Valuation Procedures. These estimates are net of management and performance incentive fees or allocations payable pursuant to the respective organizational documents of each Investment Fund. Ordinarily, the fair value of an Investment Fund is based on the net asset value (“NAV”) of that Investment Fund reported by its investment manager. If the Adviser determines that the most recent NAV reported by the investment manager of an Investment Fund does not represent the fair value or if the investment manager of an Investment Fund fails to report a NAV to the Fund, a fair value determination is made by the Adviser in accordance with the Valuation Procedures. This includes adjusting the NAV provided by an investment manager for other relevant information available at the time the Fund values its portfolio, including capital activity and material events occurring between the reference dates of the investment manager’s valuation and the relevant valuation date.

 

NAV Determination

 

The NAV of the Fund is determined as of the close of regular trading on the New York Stock Exchange on the last business day of each quarter and at such other times as the Board determines (each, a “Valuation Date”). In determining its NAV, the Fund values its investments as of the relevant Valuation Date. The NAV of the Fund will equal, unless otherwise noted, the value of the total assets of the Fund, less all of its liabilities, including accrued fees and expenses, each determined as of the relevant Valuation Date.

 

Cash and Short-term Investments

 

The Fund holds cash and short-term interest bearing deposit accounts. At times, such deposits may be in excess of federally insured limits. The Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts. There are no restrictions on the cash and short-term accounts held by the Fund.

 

Realized Gain/(Loss) on Investments

 

The Fund accounts for realized gains and losses on distributions received from Investment Funds based on the nature of such distributions as determined by the underlying investment fund managers.

 

Income Recognition and Expenses

 

Income is recognized on an accrual basis as earned. Expenses are recognized on an accrual basis as incurred.

 

The Fund bears all expenses incurred in the course of its operations, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Fund’s account; professional fees; costs of insurance; registration expenses; and expenses of meetings of the Board. Certain expenses of the Fund attributable to a particular share class will be allocated to the share class to which they are attributable.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires the Fund’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Changes in the economic environment, financial markets, and any other factors or parameters used in determining these estimates could cause actual results to differ materially.

 

3. Fair Value Disclosures

 

The Fund uses the NAV of each Investment Fund as its measure of fair value of an investment in an Investment Fund when (i) the market price for such investment is not readily available, (ii) such investment does not have a readily determinable fair value, and (iii) the NAV is calculated in a manner consistent with the measurement principles of investment company accounting, including measurement of the underlying investments at fair value.

 

In accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Fund discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based on unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurement). The guidance establishes three levels of fair value as listed below.

 

 

-

Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access at the measurement date

 

11


Pomona Investment Fund


Notes to Financial Statements
March 31, 2017 (continued)


 

3. Fair Value Disclosures (continued)

 

 

-

Level 2 - Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, including inputs in markets that are not considered to be active

 

 

-

Level 3 - Inputs that are unobservable

 

The notion of unobservable inputs is intended to allow for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Under Level 3, the owner of an asset must determine fair value based on its own assumptions about what market participants would take into account in determining the fair value of the asset, using the best information available.

 

The inputs or methodology for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement; however, the determination of what constitutes “observable” requires significant judgment by the Administrator. The Administrator considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. Private equity funds are generally restricted securities that are subject to substantial holding periods and restrictions on resale and are not traded in public markets. Accordingly, the Fund may not be able to resell such investments for extended periods, if at all.

 

In May 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-07 (“ASU 2015-07”), Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) modifying Accounting Standards Codification 946 Financial Services – Investment Companies. Under the modifications, investments in private investment funds valued at NAV are no longer included in the fair value hierarchy. As a result of adopting ASU 2015-07, investments in Investment Funds with a fair value of $48,125,872 are excluded from the fair value hierarchy as of March 31, 2017.

 

The following table is a summary of information about the levels within the fair value hierarchy at which the Fund’s investments are measured as of March 31, 2017:

 

Investments

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Short-Term Investment

 

$

16,359,473

   

$

   

$

   

$

16,359,473

 

Total

 

$

16,359,473

   

$

   

$

   

$

16,359,473

 

 

During the year ended March 31, 2017, the Fund did not have any transfers between any of the levels of the fair value hierarchy. The Fund records all transfers at the end of each reporting period.

 

A listing of the private equity investment types held by the Fund and the related attributes, as of March 31, 2017, are shown in the table below:

 

Investment Category

Investment Strategy

 

Fair Value

   

Unfunded
Commitments

Redemption Frequency*

Notice
Period
(In Days)

Redemption Restrictions Terms**

Seasoned Primary

Primary investments made after an Investment Fund has already invested a certain percentage of its capital commitment

 

$

3,635,045

   

$

3,157,443

None

N/A

Liquidity in the form of distributions from Investment Funds

Secondary

Investments in existing Investment Funds that are typically acquired in privately negotiated transactions

 

$

44,490,827

   

$

7,637,634

None

N/A

Liquidity in the form of distributions from Investment Funds

 

*

The information summarized in the table above represents the general terms for the specified investment type. Individual Investment Funds may have terms that are more or less restrictive than those terms indicated for the investment type as a whole. In addition, most Investment Funds have the flexibility, as provided for in their constituent documents, to modify and waive such terms.

 

**

Distributions from Investment Funds occur at irregular intervals, and the exact timing of distributions from Investment Funds cannot be determined. It is estimated that distributions will occur over the life of the Investment Funds.

 

12


Pomona Investment Fund


Notes to Financial Statements
March 31, 2017 (continued)


 

4. Management Fee, Administration Fee, Related Party Transactions and Other

 

The Adviser provides certain management and advisory services to the Fund, including allocating the Fund’s assets and monitoring each Investment Fund to determine whether its investment program is consistent with the Fund’s investment objective and whether its investment performance and other criteria are satisfactory. In consideration for these services, the Fund pays the Adviser a quarterly management fee of 0.4125% (1.65% on an annualized basis) of the Fund’s quarter-end net asset value (the “Management Fee”). The Management Fee is an expense paid out of the Fund’s net assets and is computed based on the value of the net assets of the Fund as of the close of business on the last business day of each quarter (including any assets in respect of Shares that are repurchased as of the end of the quarter) and is payable quarterly in arrears. For the year ended March 31, 2017, the Fund incurred $982,141 of Management Fees.

 

The Administrator performs certain administrative, accounting and other services for the Fund, including (i) providing and/or arranging and overseeing the provision of office space, adequate personnel, and communications and other facilities necessary for administration of the Fund, (ii) performing certain administrative functions to support the Fund and its service providers, (iii) supporting the Board and providing it with information, (iv) providing accounting and legal services in support of the Fund, (v) providing compliance testing services, (vi) analyzing the value of the Fund’s assets, and (vii) reviewing and arranging for payment of the Fund’s expenses and other support services. In consideration of these services, the Fund pays the Administrator a quarterly fee of 0.0625% (0.25% on an annualized basis) of the Fund’s quarter-end net asset value (the “Administration Fee”). For the year ended March 31, 2017, the Fund incurred $148,821 of Administration Fees.

 

The Adviser has entered into an expense limitation agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund that has been extended through September 30, 2017 (the “Limitation Period”) to limit the amount of the Fund’s aggregate quarterly ordinary operating expenses, excluding certain specified expenses listed below (“Specified Expenses”), borne by the Fund during the Limitation Period, to an amount not to exceed 0.50% on an annualized basis of the Fund’s quarter-end net assets (the “Expense Cap”). Specified Expenses include: (i) the Management Fee; (ii) all fees and expenses of Investment Funds and direct investments in which the Fund invests (including all acquired fund fees and expenses); (iii) transactional costs, including legal costs and brokerage commissions, associated with the acquisition and disposition of secondaries, primaries, direct investments, ETFs, and other investments; (iv) interest payments incurred on borrowing by the Fund; (v) fees and expenses incurred in connection with any credit facility, if any, obtained by the Fund; (vi) the administration fee; (vii) the distribution and servicing fee or shareholder servicing fee, as applicable; (viii) taxes; and (ix) extraordinary expenses (expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence). To the extent that the Fund’s aggregate quarterly ordinary operating expenses, exclusive of the Specified Expenses for any quarter exceed the Expense Cap, the Adviser will waive its fees and/or reimburse the Fund for expenses to the extent necessary to eliminate such excess. To the extent that the Adviser waives fees or reimburses expenses, it is permitted to recoup any amounts waived and expense amounts previously paid or borne by the Adviser, for a period not to exceed three years from the quarter in which such fees were waived or expenses were borne by the Adviser, even if such reimbursement occurs after the termination of the Limitation Period, provided that the Fund’s aggregate quarterly ordinary operating expenses for the quarter in which such reimbursement is sought, not including Specified Expenses, have fallen to a level below the Expense Cap that was in effect during the quarter in which the fees were waived or expenses were borne by the Adviser.

 

For the year ended March 31, 2017, the Adviser waived fees in the amount of $516,279, which are subject for recoupment. At March 31, 2017, the amounts outlined below are available for recoupment:

 

Quarter of Expiration:

     

June 2018

 

$

188,962

 

September 2018

 

$

268,215

 

December 2018

 

$

336,455

 

March 2019

 

$

295,660

 

June 2019

 

$

156,427

 

September 2019

 

$

117,033

 

December 2019

 

$

111,397

 

March 2020

 

$

131,422

 

 

13


Pomona Investment Fund


Notes to Financial Statements
March 31, 2017 (continued)


 

4. Management Fee, Administration Fee, Related Party Transactions and Other (continued)

 

Voya Investments Distributor, LLC acts as the distributor of the Shares (the “Distributor”). The Distributor will directly distribute Shares to investors and may also enter into selected dealer agreements with various brokers and dealers (“Selling Agents”) that have agreed to participate in the distribution of the Fund’s Shares. The Fund will pay the Distributor a quarterly fee of 0.1375% (0.55% on an annualized basis) of the Fund’s Class A quarter-end net asset value, determined as of the last day of each quarter (before any repurchases of Shares) (the “Distribution and Servicing Fee”), for distribution and investor services provided to Class A shareholders. The Distribution and Servicing Fee is charged on an aggregate class-wide basis, and shareholders are expected to be subject to the Distribution and Servicing Fee as long as they hold their Class A Shares. The Distributor may, in its sole discretion, pay various Selling Agents some or all of the Distribution and Servicing Fee to compensate such Selling Agents for distribution and servicing support. The Distributor, Adviser, and Administrator are subsidiaries of Voya Financial, Inc. (formerly, ING U.S., Inc.). For the year ended March 31, 2017, the Fund incurred $326,262 of Distribution and Servicing Fees.

 

UMB Fund Services, Inc. (“UMBFS”) provides certain sub-administration, sub-accounting, and tax services for the Fund. UMBFS charges fees to the Fund for these services based on the average net assets of the Fund, subject to minimum amounts. UMBFS also provides certain record keeping and investor related services for the Fund and charges fees for those services primarily based on the number of investor accounts, subject to minimum amounts. UMB Bank, N.A., an affiliate of UMBFS, serves as the custodian of the Fund’s assets (the “Custodian”) and primarily charges a fixed fee based on the Fund’s average net assets to the Fund.

 

Each member of the Board that is not an “interested person” (as defined in the 1940 Act) (an “Independent Trustee”) receives an annual retainer of $10,000, a fee of $5,000 per year for serving on committees of the Board, and a fee per each in-person meeting of the Board of $2,500, plus reimbursement of reasonable out of pocket expenses.

 

The Fund retained Alaric Compliance Services, LLC to provide compliance services to the Fund, including a Chief Compliance Officer. For the year ended March 31, 2017, the Fund incurred Chief Compliance Officer fees and expenses in the amount of $92,876.

 

Prior to the Commencement of Operations, the Fund incurred organizational costs which were paid and/or reimbursed by the Adviser. These costs will be subject to recoupment in accordance with the Fund’s Expense Limitation and Reimbursement Agreement. Organizational expenses consist primarily of costs to establish the Fund and enable it to legally conduct business. Organizational expenses incurred subsequent to commencement of operations are expensed by the Fund as incurred.

 

The Fund incurred $141,150 of offering costs during the year-ended March 31, 2017. These offering costs, which have also been paid and/or reimbursed by the Adviser, will be subject to recoupment under the Expense Limitation and Reimbursement Agreement. Offering costs are treated as deferred charges and are amortized over the subsequent 12 month period using the straight line method.

 

Certain shareholders of the Fund (“Affiliated Shareholders”) are affiliated with the Adviser. The aggregate value of the Affiliated Shareholders’ share of shareholders’ capital at March 31, 2017 is $56,503,916.

 

5. Capital Share Transactions

 

The Fund accepts initial and additional purchases of Shares as of the first business day of each calendar quarter at the Fund’s then-current net asset value per Share of each respective share class (determined as of the close of business on the last business day of the immediately preceding quarter). To provide a limited degree of liquidity to Shareholders, the Fund may from time to time offer to repurchase Shares pursuant to written tenders by Shareholders. It is expected that the Adviser will normally recommend to the Board that the Fund conduct an offer to repurchase shares on a quarterly basis as of the end of each calendar quarter, so that each repurchase would occur as of each March 31, June 30, September 30 and December 31 of every year, although the Adviser may not recommend, and the Board may not authorize, a repurchase offer for any quarter in which the Adviser believes that it would be detrimental to the Fund for liquidity or other reasons. It is also expected that the Adviser will recommend to the Board that any such tender offer would be for an amount that is not more than 5% of the Fund’s net asset value. There can be no assurance that the Board will accept the Adviser’s recommendation.

 

On March 22, 2017, the Fund offered to repurchase up to 5% of the respective aggregate June 30, 2017 net assets of the Class A and Class M2 Shares. Shareholders who validly tender by the offer expiration date of April 16, 2017, have the right to withdraw their tender by June 25, 2017.

 

14


Pomona Investment Fund


Notes to Financial Statements
March 31, 2017 (continued)


 

6. Federal and Other Taxes

 

It is the Fund’s intention to meet the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), that are applicable to a regulated investment company (“RIC”). The Fund elected to be a RIC with the filing of its 2015 federal income tax return. The Fund intends to continue to operate so as to qualify to be taxed as a RIC under the Code and, as such, to not be subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify for RIC tax treatment, among other requirements, the Fund is required to distribute at least 90% of its investment company taxable income, as defined by the Code. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. While the Fund intends to distribute substantially all of its taxable net investment income and capital gains, if any, in a manner necessary to minimize the imposition of a 4% excise tax, there can be no assurance that it will avoid any or all of the excise tax. In such event, the Fund will be liable only for the amount by which it does not meet the foregoing distribution requirements. The Fund has adopted October 31 as its fiscal tax year end. The Fund intends to elect to be a RIC with the filing of its federal income tax return.

 

In accounting for income taxes, the Fund follows the guidance in FASB ASC Codification 740, as amended by ASU 2009-06, “Accounting for Uncertainty in Income Taxes” (“ASC 740”). ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. There were no uncertain tax positions as of March 31, 2017 for federal income tax purposes or in Delaware, the Fund’s major state tax jurisdiction.

 

Because U.S. federal income tax regulations differ from U.S. GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect the applicable tax characterization. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. The tax basis components of distributable earnings differ from the amounts reflected in the Statement of Assets, Liabilities and Shareholders’ Capital due to temporary book/tax differences arising primarily from partnership investments. These amounts will be finalized before filing the Fund’s federal tax return.

 

For the tax year ended October 31, 2016, permanent differences between book and tax basis are attributable to certain non-deductible expenses for tax purposes and net operating losses. These reclassifications have no effect on total shareholders’ capital or net asset value per share. For the tax year ended October 31, 2016, the following amounts were reclassified:

 

Paid-in Capital

 

$

(336,698

)

Accumulated net investment loss

   

343,881

 

Accumulated net realized gain (losses) on investments in Investment Funds

   

(7,183

)

 

At March 31, 2017, the federal tax cost of investment securities and unrealized appreciation (depreciation) as of the year-end were as follows:

 

Gross unrealized appreciation

 

$

9,209,866

 

Gross unrealized depreciation

   

(3,206,784

)

Net unrealized appreciation

 

$

6,003,082

 

Cost of investments

 

$

58,482,263

 

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences related to the timing of the recognition of income, gains and losses from the underlying investments for tax purposes.

 

15


Pomona Investment Fund


Notes to Financial Statements
March 31, 2017 (continued)

 

6. Federal and Other Taxes (continued)

 

As of October 31, 2016, the components of accumulated earnings on a tax basis were as follows:

 

Undistributed ordinary income

 

$

 

Undistributed long-term capital gains

   

477,925

 

Tax accumulated earnings

   

477,925

 

Accumulated capital and other losses

   

(1,466,389

)

Unrealized appreciation

   

5,868,767

 

Other differences

   

 

Distributable net earnings

 

$

4,880,303

 

 

As of October 31, 2016, the Fund had no capital loss carryforwards.

 

As of October 31, 2016, the Fund had $1,466,389 of qualified late-year ordinary losses, which are deferred until fiscal year 2017 for tax purposes. Net late-year losses incurred after December 31, and within the taxable year are deemed to arise on the first day of the Fund’s next taxable year.

 

Income distributions and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. The tax character of distributions paid during the tax year ended October 31, 2016 and the period from May 7, 2015 (commencement of operations) to October 31, 2015 was as follows

 

Distribution paid from:

 

2016

   

2015

 

Ordinary income

 

$

   

$

 

Long-term capital gains

   

366,369

     

 

Total distributions paid

 

$

366,369

   

$

 

 

7. Investment Transactions

 

Total purchases of investments in Investment Funds for the year ended March 31, 2017 amounted to $18,429,307. Total distribution proceeds from sale, redemption, or other disposition of investments in Investment Funds for the year ended March 31, 2017 amounted to $13,642,704.

 

8. Indemnification

 

Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the ordinary course of business, the Fund may enter into contracts or agreements that contain indemnification or warranties. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 

9. Commitments

 

As of March 31, 2017, the Fund had outstanding investment commitments to Investment Funds totaling approximately $10,795,077. Including such outstanding commitments, the Fund has invested and committed approximately 93% of Shareholders’ Capital as of March 31, 2017.

 

16


Pomona Investment Fund


Notes to Financial Statements
March 31, 2017 (continued)


 

10. Subsequent Events

 

Effective April 3, 2017, there were capital contributions to the Fund in the amount of $1,998,625.

 

On May 9, 2017, the Fund invested $2,272,727 in Gridiron Energy Feeder I, L.P.

 

As of April 16, 2017, the expiration date for the Fund’s repurchase offer dated March 22, 2017, one shareholder had validly tendered 10,850 shares and met the conditions set forth in the Fund’s repurchase offer. Pursuant to the offer, the tendering shareholder has the right to withdraw this request prior to 11:59 p.m., Eastern Time, on June 25, 2017.

 

The Fund has evaluated subsequent events through the date the financial statements were issued, and has determined that there were no subsequent events that require disclosure in the financial statements.

 

17


Pomona Investment Fund


Other Information
March 31, 2017 (unaudited)


 

Proxy Voting

 

The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling the Fund at 1-844-2POMONA or (ii) by visiting the SEC’s website at www.sec.gov.

 

Availability of Quarterly Portfolio Schedules

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available, without charge and upon request, on the SEC’s website at www.sec.gov or may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 

Tax Information

 

For Federal income tax purposes, the Fund designated long-term capital gain dividends of $366,369 for the year ended October 31, 2016.

 

Approval of Continuance of Investment Management Agreement

 

This section describes some factors considered by the Board of Trustees (the “Trustees” or “Board”) of Pomona Investment Fund (the “Fund”) in the Board’s consideration and approval of the continuance of key agreements under which the Fund is managed. The Board is responsible for the oversight of the Fund. As a registered investment company, the Fund is subject to the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules under the 1940 Act that have been adopted by the U.S. Securities and Exchange Commission (the “SEC”). Under the 1940 Act, the Board, including a majority of the Trustees who are not parties to the Fund’s contract for investment advisory services and who are independent from management under a statutory standard set forth in that Act (the “Independent Trustees”), must, to allow an investment adviser to manage the Fund, approve the Fund’s agreement for investment advisory services for an initial term of not greater than two years, and thereafter must annually review and approve the agreement. For the Fund, this agreement is called the Investment Management Agreement (the “Advisory Agreement”) and it appoints Pomona Management LLC (the “Adviser”) to serve as investment adviser.

 

At a meeting held on February 22, 2017 (the “Meeting”), the Board, including all of the Independent Trustees, met in person, joined by, among others, representatives of the Adviser and counsel to the Fund and Adviser (“Fund Counsel”), to give consideration to information provided by the Adviser in seeking approval from the Board of the continuance of the Advisory Agreement. A description of certain of the factors the Board considered and its conclusions in approving the continuance of the Advisory Agreement for a one-year period (the “Renewal Period”) follows.

 

In preparation for the Meeting, the Board was presented with information to assist in its deliberations. Those materials included information prepared by the Adviser comparing the Fund’s total contractual advisory fees, fees for administrative services, and total expense ratio, both gross and net of expense limitations, with those of peer funds with comparable investment and structural features selected by the Adviser (the “Selected Peer Group”). The materials also included information about the Adviser, information about the merits of private equity investments, a copy of the Advisory Agreement, and a copy of the Adviser’s Form ADV filed with the SEC. The Trustees also received a memorandum from Fund Counsel describing the Board’s responsibilities with respect to the approval of the Advisory Agreement.

 

In connection with the Meeting, the Board also reviewed information provided by the Adviser or others concerning the following:

 

 

the key terms of the Advisory Agreement, including the fees payable under the agreement;

 

 

the nature and extent of the services provided by the Adviser, including information about the investment objective, policies and strategies applicable to the Fund and the Adviser’s experience and capabilities in private equity investing;

 

 

the Adviser’s experience and capabilities in managing a fund that invests primarily in secondary investments in private equity funds;

 

 

the Adviser’s experience and capabilities in managing a fund that provides private equity exposure that is differentiated by type of private equity opportunity and geography;

 

18


Pomona Investment Fund


Other Information
March 31, 2017 (unaudited) (continued)


 

 

the investment performance of the Fund and other accounts that are managed by the Adviser;

 

 

the current organization and personnel of the Adviser, including background information and their experience in private equity investing;

 

 

a copy and a summary of the key terms of the Administration Agreement between the Fund and the Adviser (in its role as Administrator under the Administration Agreement), including the fees payable under the Administration Agreement and indemnification provisions in favor of the Adviser; and

 

 

a copy of the Distribution Agreement between the Fund and Voya Investments Distributor, LLC (the “Distributor”) and a description of the manner in which the Fund’s shares are distributed by its principal underwriter, and the payment by certain share classes of the Fund of a distribution and shareholder servicing fee to the Distributor.

 

Nature, Extent and Quality of Services Provided Under the Advisory Agreement

 

In addition to the items described above, the Board considered and reviewed information concerning (1) the services provided under the Advisory Agreement; (2) the nature and quality of services provided to the Fund by the Adviser; (3) the risk and reward characteristics of the Fund based on the Adviser’s strategies and management; (4) the access that the Fund provides to eligible investors to private equity investments that otherwise can be difficult to access; and (5) the value of making available in a registered fund strategies similar to those that the Adviser provides to privately offered funds.

 

Based upon its review, the Board concluded that Adviser’s continued management likely would benefit the Fund and its shareholders.

 

Fee Rates and Profitability

 

The Board reviewed and considered the contractual fee for advisory services, as well as the contractual fee for administrative services, payable by the Fund to the Adviser. The Trustees also reviewed the comparative fee information from the analysis prepared by the Adviser. The Trustees noted the difficulty in identifying relevant comparative fee information due to the Fund’s unique structure and investment strategies and the limited universe of similar funds. The Board further noted that there are no known research firms that provide research coverage for unlisted closed-end funds, generally, or funds that focus on investing in private equity in particular. The Trustees considered the criteria the Adviser had used in selecting the Selected Peer Group and in determining which funds in the Selected Peer Group are relevant for the various comparisons presented by the Adviser.

 

In considering the fees payable under the Advisory Agreement, the Board considered the pricing structure, including the expense ratio borne by shareholders of the Fund, including that the advisory fee is higher than the advisory fees of relevant funds in the Selected Peer Group, although some of those funds are subject to performance and/or incentive fees that can raise their effective fee levels. The Trustees also took into account the Adviser’s representations regarding the complexity associated with managing the Fund given its strategies and focus on private equity investing, including the emphasis on secondary investments in private equity funds and on private equity exposure that is differentiated by type of private equity opportunity and geography. The Board also considered that the net expense ratio of the Fund is higher than that of relevant funds in the Selected Peer Group. The Trustees took into account: (1) the Adviser’s agreement to subsidize the Fund’s expenses for a period of time through fee waivers, which lower the Fund’s net expenses, and (2) that the Selected Peer Group did not include any funds that focused primarily on secondary investments in underlying private equity funds in a manner similar to the Fund.

 

The Board also considered the fees charged by the Adviser to private funds under its management with similar investment strategies to those of the Fund, and noted that although the advisory fee for the Fund is higher than the advisory fee charged to the Adviser’s most recent private fund, each of the private funds have performance and/or incentive fees that, depending on performance, may cause a private fund’s effective fees to be higher than its base fee.

 

The Trustees also reviewed the contractual fee paid under the Administration Agreement, and compared the Fund’s administration fee structure to that of a fund in the Selected Peer Group. The Board considered that the Selected Peer Group fund was subject to a higher administration fee than that of the Fund (though the Selected Peer Group fund’s administration fee has the potential to decrease in the future if the fund’s assets were to grow significantly). The Trustees also noted that the Fund’s estimated “other expenses,” inclusive of the administration fee, is below the “other expenses” of the Selected Peer Group fund.

 

19


Pomona Investment Fund


Other Information
March 31, 2017 (unaudited) (continued)


 

With respect to the profits realized by the Adviser, the Board considered the asset levels at which the Adviser expects to begin to attain a profit on managing the Fund, and noted the Adviser does not expect the Fund to be profitable until after the end of the Renewal Period. Based on its review, the Board concluded, in light of the Fund’s investment objective and strategies and the services rendered by the Adviser, that the fee for the Advisory Agreement is reasonable and that the overall expenses borne by the Fund, including the fees paid under the Advisory and Administration Agreements, and the net expenses of the Fund after the expense limits that the Adviser bears are reasonable.

 

Economies of Scale

 

While it was noted that the Fund’s advisory and administration fees will not decrease as the Fund’s assets grow because these fees are not subject to fee breakpoints, the Board concluded that the Fund’s advisory and administration fees are appropriate in light of the projected size of the Fund and appropriately reflect the current economic and competitive environment for the Adviser. The Trustees also observed that the Adviser does not expect the Fund to be profitable until after the end of the Renewal Period. The Board further noted that the Adviser projects that the Fund will incur expenses in excess of the current expense limitation agreement until at least September 30, 2018, during which time the Adviser will bear the expenses through a waiver of its management fee. They considered that, subsequent to September 30, 2018, the Adviser projects that the amount of expenses incurred by the Fund may fall below the expense limitation and, as a result, the Adviser could begin to recoup such waived fees. The Trustees observed that they will have the opportunity to periodically re-examine whether the Fund has achieved economies of scale in the future as the Fund grows to determine if and how and how any such economies of scale could be shared with the Fund and its investors.

 

Performance

 

The Board concluded on the basis of information derived from a comparison of performance among funds in a peer group with the Fund that the Adviser had achieved investment performance that was competitive relative to comparable funds over longer-term trailing periods, and the Trustees took into consideration the fact that the Adviser focuses on long-term performance results with respect to its management of the Fund and that the Fund may have periods of underperformance when measured on a more short-term basis.

 

The Board considered the performance of the Fund relative to that of a peer group of funds selected by the Adviser with similar investment strategies and objectives to those of the Fund (the “Performance Peer Group”). The Board noted the difficulty in selecting a peer group for the Fund, based on factors similar to those discussed in the “Fee Rates and Profitability” section above and observed that no third-party research firms have identified relevant peer groups for purposes of comparing the Fund’s performance. The Trustees considered that the Fund’s returns outperformed the median returns of the Performance Peer Group for the periods ended September 30, 2015 and September 30, 2016 and underperformed the median returns for the period ended March 31, 2016 by 0.01%. The Board concluded that the Adviser has the capabilities to generate a satisfactory long-term investment performance in managing the Fund that is appropriate in light of the Fund’s investment objective, policies and strategies.

 

Other Benefits to the Adviser

 

The Board also considered other ancillary benefits that have been realized by the Adviser from its relationship with the Fund. The Board noted that the Adviser also serves as Administrator to the Fund and is compensated for those services. The Board also noted that an affiliate of the Adviser serves as Distributor for the Fund and is compensated for those services. The Board did not identify any other ancillary benefits. The Trustees concluded that the other benefits derived by the Adviser and its affiliates from their relationship with the Fund are reasonable and fair and consistent with industry practice and the best interests of the Fund and its shareholders.

 

Conclusion

 

Based on consideration of all factors deemed relevant, the Board determined that approval of the continuance of the Advisory Agreement was in the best interests of the Fund. The Board did not identify any single factor or group of factors as all important or controlling, and considered multiple factors.

 

In voting to approve the continuance of the Advisory Agreement, the Board, including the Independent Trustees, concluded that the terms of the Advisory Agreement are reasonable and fair in light of the services to be rendered for the Fund.

 

20


Pomona Investment Fund


Fund Management
March 31, 2017 (unaudited)


 

Independent Trustees

 

The Independent Trustees of the Fund, their ages, addresses, positions held, lengths of time served, their principal business occupations during the past five years, the number of portfolios in the Fund Complex (defined below) overseen by each Independent Trustee and other directorships, if any, held by the Trustees, are shown below. The Fund Complex includes any open-end and closed-end funds (including all of their portfolios) advised by the Adviser and any registered funds that have an adviser that is an affiliate of the Adviser.

 

Name, Age and Address

Position(s) Held with Registrant

Length of

Time Served*

Principal Occupation(s)

During Past 5 Years

Number of Portfolios Overseen in

Fund Complex

Other Trusteeships/ Directorships Held Outside the Fund Complex**

Independent Trustees

Anthony Bowe (60)
780 Third Avenue
46th Floor
New York, NY 10017

Trustee

January 2015 – Present

Co-Head of The Credit Suisse Private Fund Group (1998 – 2014).

1

None

Richard D’Amore (63)
780 Third Avenue
46th Floor
New York, NY 10017

Trustee

January 2015 – Present

Co-Founder and General Partner of North Bridge Venture Partners (1999 – present).

1

Director, Veeco Instruments, Inc.

Edwin A. Goodman (77)
780 Third Avenue
46th Floor
New York, NY 10017

Trustee

January 2015 – Present

Co-Founder and General Partner of Milestone Venture Partners (1999 – present).

1

None

 

*

Each Trustee serves an indefinite term, until his or her successor is elected.

 

**

This includes any directorships at public companies and registered investment companies held by the Trustee at any time during the past five years.

 

21


Pomona Investment Fund


Fund Management
March 31, 2017 (unaudited) (continued)


 

Interested Trustees

 

The Interested Trustees of the Fund, their ages, addresses, positions held, length of time served, principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen by each Interested Trustee (as of March 31, 2017) and the other directorships, if any, held by the Interested Trustee, are shown below.

 

Name, Age and Address

Position(s) Held with Registrant

Length of

Time Served*

Principal Occupation(s)

During Past 5 Years

Number of Portfolios Overseen in

Fund Complex

Other Trusteeships/ Directorships Held Outside the Fund Complex**

Interested Trustees

Michael D. Granoff (58)
780 Third Avenue
46th Floor
New York, NY 10017

Trustee, President and Principal Executive Officer

August 2014 – Present

Chief Executive Officer of Pomona Management LLC (1994 – present).

1

None

Michael J. Roland (59)
7337 East Doubletree Ranch Road,
Suite 100
Scottsdale, AZ 85258

Trustee

January 2015 – Present

Managing Director and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (April 2012 – Present). Formerly, Chief Compliance Officer, Directed Services LLC and Voya Investments, LLC (March 2011 – December 2013), Executive Vice President and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (January 2007 – April 2012) and, Chief Compliance Officer, Voya Family of Funds (March 2011 – February 2012).

1

None

 

*

Each Trustee serves an indefinite term, until his or her successor is elected.

 

**

This includes any directorships at public companies and registered investment companies held by the Trustee at any time during the past five years.

 

22


Pomona Investment Fund


Fund Management
March 31, 2017 (unaudited) (continued)


 

Officers

 

The executive officers of the Fund, their ages, addresses, positions held, lengths of time served and principal business occupations during the past five years are shown below.

 

Name, Age and Address

Position(s) Held

with Registrant

Length of

Time Served*

Principal Occupation(s) During Past 5 Years

Officers

Michael D. Granoff (58)
780 Third Avenue
46th Floor
New York, NY 10017

President and Principal Executive Officer

August 2014 – Present

Chief Executive Officer of Pomona Management LLC (1994 – present).

Joel Kress (44)
780 Third Avenue
46th Floor
New York, NY 10017

Treasurer and Principal Financial Officer

May 2015 – Present

Chief Operating Officer, Pomona Investment Fund (April 2015 – Present); Managing Member, Z to A Ventures, LLC (2013 – March 2015); Partner and Senior Managing Director, ICON Investments (2005 – 2012).

Frances Janis (58)
780 Third Avenue
46th Floor
New York, NY 10017

Secretary

August 2014 – Present

Senior Partner, Pomona Management LLC (1994 – present).

Ryan Levitt (35)
780 Third Avenue
46th Floor
New York, NY 10017

Vice President

August 2014 – Present

Partner, Pomona Management LLC (March 2016 – Present); Principal, Pomona Management LLC (March 2014 – February 2016); Vice President, Pomona Management LLC (2010 – March 2014).

 

*

Each officer serves an indefinite term, until his or her successor is elected.

 

23


Pomona Investment Fund


Privacy Policy


 

FACTS

WHAT DOES POMONA INVESTMENT FUND (“POMONA”) DO WITH YOUR PERSONAL INFORMATION?

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

Your name, address, phone number, e-mail address, social security number and your transactions with us. When you are no longer our customer, we may continue to share your information as described in this notice.

How?

All financial companies need to share personal information to run their everyday business. In the section below, we list the reasons financial companies can share their personal information; the reasons we choose to share; and whether you can limit this sharing.

 

Reasons we can share your personal information

Does Pomona share?

Can you limit this sharing?

For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes — to offer our products and services to you

No

No

For joint marketing with other financial companies

No

No

For our affiliates’ everyday business purposes — information about your transactions and experiences

No

No

For our affiliates’ everyday business purposes — information about your creditworthiness

No

No

For non-affiliates to market to you

No

No

 

Questions?

 

Call 1-844-2POMONA or go to pomonainvestmentfund.com.

 

24


Pomona Investment Fund


Privacy Policy
(continued)


 

Who We Are

Who is providing this notice?

POMONA INVESTMENT FUND (“POMONA”)

What We Do

How does Pomona protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We also maintain physical, electronic and procedural protections in accordance with applicable standards. We restrict access to employees and others for lawful business purposes to assist in providing products or services to you. Employees who violate our privacy policy are subject to disciplinary action. In the unlikely event that any unauthorized person gains access to your personal information, we will contact you as soon as possible, consistent with the needs of law enforcement.

How does Pomona collect my personal information?

We collect your personal information, for example, when you establish your investment or give us contact information.

Why can’t I limit all sharing?

Federal law gives you the right to limit only

 

(1) sharing for affiliates’ everyday business purposes — information about your creditworthiness

 

(2) affiliates from using your information to market to you

 

(3) sharing for non-affiliates to market to you

 

Pomona does not share your personal information.

 

State laws and individual companies may give you additional rights to limit sharing.

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

Non-affiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

For Other Important Information

For helpful information about identity theft, visit the Federal Trade Commission’s (FTC) consumer website at www.ftc.gov/idtheft.

 

Questions?

 

Call 1-844-2POMONA or go to pomonainvestmentfund.com.

 

25


ITEM 2. CODE OF ETHICS.

(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

(d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period covered by the report, the registrant's board of trustees has determined that Mr. Richard D’Amore is qualified to serve as the audit committee financial expert serving on its audit committee and that Mr. D’Amore is "independent," as defined by Item 3 of Form N-CSR.


ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
Audit Fees
 
(a) The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal periods are $96,000 for the period from May 7, 2015 (commencement of operations) through March 31, 2016 and $105,000 for the fiscal year ended March 31, 2017.

Audit-Related Fees
 
(b) The aggregate fees billed for each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item were $0 for the period from May 7, 2015 (commencement of operations) through March 31, 2016 and $0 for the fiscal year ended March 31, 2017. The fees listed in Item 4 (b) are related to out-of-pocket expenses in relation to the annual audit of the registrant.

Tax Fees
 
(c) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $15,400 for the period from May 7, 2015 (commencement of operations) through March 31, 2016 and $23,300 for the fiscal year ended March 31, 2017. As noted in the registrant’s N-CSR filing dated June 3, 2016, for the period from May 7, 2015 (commencement of operations) through March 31, 2016, tax fees were estimated to be $30,000 and were subject to change based on the number of states the registrant was required to file state tax forms in. This information has been updated in the current filing above based on actual aggregate fees billed to the registrant.

All Other Fees
 
(d) The aggregate fees billed for each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were $0 for the period from May 7, 2015 (commencement of operations) through March 31, 2016 and $0 for the fiscal year ended March 31, 2017.

(e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

The Registrant's Audit Committee must pre-approve the audit and non-audit services of the Auditors prior to the Auditor's engagement.


(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:
 
(b) 0%

(c) 100%

(d) 0%
 
(f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.

(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for the last two fiscal years for the registrant was $0 for the period from May 7, 2015 (commencement of operations) through March 31, 2016 and $0 for the fiscal year ended March 31, 2017.

(h) Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Proxy Voting Policies and Procedures Summary

Investments in the Investment Funds do not typically convey traditional voting rights, and the occurrence of corporate governance or other consent or voting matters for this type of investment is substantially less than that encountered in connection with registered equity securities. However, Pomona Investment Fund (the “Fund”) may occasionally receive notices or proposals from its Investment Funds seeking the consent of or voting by holders (“proxies”). The Fund has delegated any voting of proxies in respect of portfolio holdings to Pomona Management LLC (the “Adviser”) to vote the proxies in accordance with the Adviser’s proxy voting guidelines and procedures. In general, the Adviser believes that voting proxies in accordance with the policies described below will be in the best interests of the Fund.


The Adviser will generally vote to support management recommendations relating to routine matters, such as the election of board members (where no corporate governance issues are implicated) or the selection of independent auditors. The Adviser will generally vote in favor of management or investor proposals that the Adviser believes will maintain or strengthen the shared interests of investors and management, increase value for investors and maintain or increase the rights of investors. On non-routine matters, the Adviser will generally vote in favor of management proposals for mergers or reorganizations and investor rights plans, so long as it believes such proposals are in the best economic interests of the Fund. In exercising its voting discretion, the Adviser will seek to avoid any direct or indirect conflict of interest presented by the voting decision. If any substantive aspect or foreseeable result of the matter to be voted on presents an actual or potential conflict of interest involving the Adviser, the Adviser will make written disclosure of the conflict to the Independent Trustees indicating how the Adviser proposes to vote on the matter and its reasons for doing so.

The Fund intends to hold its interests in the Investment Funds in non-voting form. Where only voting securities are available for purchase by the Fund, in all, or substantially all, instances, the Fund will seek to create by contract the same result as owning a non-voting security by entering into a contract, typically before the initial purchase, to relinquish the right to vote in respect of its investment.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members

The following table provides biographical information about the members of the Adviser who are primarily responsible for the day-to-day portfolio management of the Fund as of March 31, 2017:

Name of Portfolio Manager
Title
Length of Time of Service to the Fund
Business Experience During the Past 5 Years
Frances Janis
Senior Partner
Since Inception
Senior Partner, Pomona Management LLC
Ryan Levitt
Partner
Since Inception
Partner, Pomona Management LLC (March 2016-Present); Principal, Pomona Management LLC (March 2014-March 2016); Vice President, Pomona Management LLC (March 2010-March 2014)


(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest

The following table shows information regarding accounts (other than the Fund) managed by Ms. Janis and Mr. Levitt as of March 31, 2017:

 
Number of Accounts*
Total Assets in Accounts* ($ Million)
Registered Investment Companies
-
$-
Other Pooled Investment Vehicles
32
4,553
Other Accounts
3
159

*
as of September 30, 2016, the most recent available financial information

Conflicts of Interest

The Adviser may, from time to time, be presented with investment opportunities that fall within the investment objective of the Fund and other investment funds and/or accounts managed by the Adviser, and in such circumstances the Adviser will allocate such opportunities among the Fund and such other funds and/or accounts under procedures intended to result in allocations that are fair and equitable taking into account the sourcing of the transaction, the nature of the investment focus of each fund, including the Fund, and/or account, the relative amounts of capital available for investment, and other considerations deemed relevant by the Adviser in good faith. Where there is an insufficient amount of an investment opportunity to satisfy the Fund and other investment funds and/or accounts managed by the Adviser, the allocation policy provides that allocations between the Fund and other investment funds and/or accounts will generally be made pro rata based on the amount that each such party would have invested if sufficient amounts of an investment opportunity were available. The Adviser’s allocation policy provides that in circumstances where pro rata allocation is not practicable or possible, investment opportunities will be allocated on a random or rotational basis that is fair and equitable over time. In addition, the Adviser’s Investment Committee will review allocations. Not all other investment funds and/or accounts managed by Adviser have the same fees and certain other investment funds and/or accounts managed by the Adviser may have a higher management fee than the Fund or a performance-based fee. If the fee structure of another investment fund and/or account is more advantageous to the Adviser than the fee structure of the Fund, the Adviser could have an incentive to favor the other fund and/or account over the Fund.

(a)(3) Compensation of the Portfolio Management Team Portfolio Manager Compensation Structure
 
The compensation of each portfolio manager is typically comprised of a fixed annual salary and a discretionary annual bonus determined by the Adviser. In addition, each portfolio manager may be eligible to receive a share of any fees or carried interest earned by the Adviser in any given year. Such amounts are payable by the Adviser and not by the Fund.


(a)(4) Disclosure of Securities Ownership

Portfolio Management Team’s Ownership of Shares

The following table sets forth the dollar range of equity securities beneficially owned by each Portfolio Manager in the Fund as of March 31, 2017:

Portfolio Manager
Dollar Range of Fund Shares Beneficially Owned
Frances Janis
None
Ryan Levitt
None

(b) Not Applicable

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The registrant’s nominating and governance committee accepts and reviews shareholder nominations for trustees. A shareholder nomination for trustee may be submitted to the registrant by sending the nomination to the nominating and governance committee. The nominating and governance committee will evaluate candidates recommended by management of the registrant and by shareholders in a similar manner, as long as the recommendation submitted by a shareholder includes at a minimum: the name, address and telephone number of the recommending shareholder and information concerning the shareholder’s interests in the registrant in sufficient detail to establish that the shareholder held shares on the relevant record date; and the name, address and telephone number of the recommended nominee and information concerning the recommended nominee’s education, professional experience, and other information that might assist the nominating and governance committee in evaluating the recommended nominee’s qualifications to serve as a trustee.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).


(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Code of ethics or any amendments thereto, that is subject to disclosure required by item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(registrant)
Pomona Investment Fund
 
 
   
By (Signature and Title)*
/s/ Michael Granoff  
 
Michael Granoff, President & Principal Executive Officer
 
 
(Principal Executive Officer)
 
     
Date
May 23, 2017
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*
/s/ Michael Granoff  
 
Michael Granoff, President & Principal Executive Officer
 
 
(Principal Executive Officer)
 
     
Date
May 23, 2017
 
     
By (Signature and Title)*
/s/ Joel Kress  
 
Joel Kress, Treasurer and Principal Financial Officer
 
 
(Principal Financial Officer)
 
     
Date
May 23, 2017  
 
*
Print the name and title of each signing officer under his or her signature.
 
EX-99.CODE ETH 2 fp0026157_ex99code.htm
 
POMONA INVESTMENT FUND

CODE OF ETHICS

FOR PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER


 
Adopted pursuant to Section 406 of the Sarbanes-Oxley Act

I. Covered Officers/Purpose of the Code

This code of ethics (this “Code”) for Pomona Investment Fund (the “Fund”) applies to the Fund’s Principal Executive Officer, and Principal Financial Officer (the “Covered Officers”) each of whom are set forth in Exhibit A for the purpose of promoting:
 
·
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
·
full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Fund;compliance with applicable laws and governmental rules and regulations;
 
·
the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
 
·
accountability for adherence to the Code.
 
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
 
II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest
 
Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund.
 
Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” of the Fund. The Fund's and the investment adviser's compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.
 
1

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Fund’s Board of Trustees (“Board”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.
 
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.
 
Each Covered Officer must:
 
·
not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund1;;
 
·
not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fund;
 
·
not use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions;


1
With regard to a Covered Officer, the term “benefit personally” means the direct or indirect receipt by the Covered Officer, by a member of the Covered Officer’s immediate family, or by any entity (other than a Fund’s investment adviser or any affiliate thereof) of which the Covered Officer or any member of the Covered Officer’s immediate family owns 5% or more of the beneficial ownership interest or by which the Covered Officer or any member of the Covered Officer’s immediate family is employed, or from which the Covered Officer or any member of the Covered Officer’s immediate family receives any compensation or other benefit, of any compensation or other personal benefit. For the purposes of this Code, the term “member of the immediate family” means a Covered Officer’s parent, spouse of a parent, child, spouse of a child, spouse, brother, or sister, and includes step and adoptive relationships.
2

·
not receive any gifts in excess of $500 in any calendar year from any entity or person that directly or indirectly currently or prospectively does or will do business with or receives compensation or other benefits from a Fund;
 
·
not have a direct or indirect financial interest, such as compensation or equity ownership, in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment with the Fund’s investment adviser, administrator, principal underwriter, or any affiliated person thereof;
 
·
not engage in a transaction directly as a principal with a Fund, except that this prohibition shall not apply to the purchase or redemption of the shares of any Fund on the same terms and conditions as all other shareholders; and
 
·
not engage in any other activity that would cause them to benefit personally at the expense of a Fund.

There are some conflict of interest situations that should always be discussed with the General Counsel of the Adviser if material. Examples of these include:
 
·
Service as a director, partner, officer, manager or managing member on the board of any public or private company other than a Fund’s investment adviser, administrator, principal underwriter, or an affiliate of any of the foregoing, if such company has current or prospective business dealings with a Fund or if any Fund may invest in securities issued by such company2; ;
 
·
the receipt of any non-nominal gifts;
 
·
the receipt of any entertainment from any company with which the Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety3;
 
·
any ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person there of;
 
·
a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.
 

2
For the purposes of this Code, “company” includes any legal or business entity such as a corporation, limited liability company, partnership, limited partnership, trust, association, sole proprietorship, etc.
3
For the purposes of this Code, “entertainment” means activities or events, such as golfing, theater, sporting events, etc., at which a representative of the entertaining company is present along with the Covered Officer or his or her immediate family member. If a representative of the entertaining company is not present, such activities or events shall be treated as gifts hereunder.

3

III. Disclosure and Compliance

·
Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fund;
 
·
each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund’s directors and auditors, and to governmental regulators and self-regulatory organizations;
 
·
each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers of the Fund and officers and employees of the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and
 
·
it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability
 
Each Covered Officer must:
 
·
upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code;
 
·
annually thereafter affirm to the Board that he has complied with the requirements of the Code;
 
·
report at least annually any legal proceedings initiated against him or herself or any bankruptcy or similar filing made; and report at least annually for him or herself or immediate family; any direct or material indirect business relationship with the Fund’s Auditor; any professional position, material interest in any business transaction or any business relationship concerning property or services with an Affiliate or Service Provider to the Fund; any legal representation provided to an Affiliate or the Fund; or any other designation as a director or trustee or other material compensation arrangement with an Affiliate or Service Provider that may give rise to a conflict of interest;
 
·
not retaliate against any other Covered Officer or any employee of the Fund or its affiliated persons for reports of potential violations that are made in good faith; and
 
4

·
notify Designated Individual promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code. The Designated Individual is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by the Principal Executive Officer will be considered by the Independent Directors
 
·
the Designated Individual will take all appropriate action to investigate any potential violations reported to him;
 
·
if, after such investigation, the Designated Individual believes that no violation has occurred, the Designated Individual is not required to take any further action;
 
·
any matter that the Designated Individual believes is a violation will be reported to the Independent Directors;
 
·
if the Independent Directors concur that a violation has occurred, they will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer;
 
·
the Board will be responsible for granting waivers, as appropriate; and
 
·
any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
 
V. Other Policies and Procedures
 
This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Fund, the Fund’s adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Fund’s and its investment adviser’s and principal underwriter’s codes of ethics under Rule 17j-1 under the Investment Company Act and the adviser’s more detailed policies and procedures are separate requirements applying to the Covered Officers and others, and are not part of this Code.
 
VI. Amendments
 
  Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent trustees.
 
5

VII. Confidentiality
 
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to other than the Board of Trustees, the Fund’s Investment Adviser and its counsel
 
VIII. Internal Use
 
The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of the Fund as to any fact, circumstance, or legal conclusion.
 
IX Conflicts with Law and Policy
 
If any part of this Code, or if compliance with any part of this Code, violates or is in conflict with any applicable law, the provisions of such applicable law shall control. If any part of this Code, or if compliance with any part of this Code, violates or is in conflict with any policy or practice of the Fund or of any service provider to the Fund, the provisions of this Code shall control.
 
Adopted: January 15, 2015

6

Exhibit A

Persons Covered by this Code of Ethics

Principal Executive Officer

Principal Financial Officer

7

Pomona Investment Fund Annual Affirmation and Acknowledgement

I, _________________________, have complied with the requirements of the Code of Ethics for Senior Officers in relation to Section 406 of the Sarbanes-Oxley Act of 2002.

I acknowledge that I am responsible for understanding and complying with the policies set forth in the Code during my tenure as a Covered Officer.

I also acknowledge my responsibility to report any violation of the Code to [ ].

I further acknowledge that the policies contained in the Code are not intended to create any contractual rights or obligations, express or implied. I also understand that, consistent with applicable law, the Fund has the right to amend, interpret, modify or withdraw any of the provisions of the Code at any time in their sole discretion, with or without notice.

 
 
Signature
 
   
 
 
Date
 
 
8
EX-99.CERT 3 fp0026157_ex99cert.htm
 
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF
THE SARBANES-OXLEY ACT
 
I, Michael Granoff, certify that:

1. I have reviewed this report on Form N-CSR of Pomona Investment Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:
May 23, 2017
  /s/ Michael Granoff  
     
Michael Granoff, President & Principal Executive Officer
     
(Principal Executive Officer)
 
 

CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF
THE SARBANES-OXLEY ACT
 
I, Joel Kress, certify that:

1. I have reviewed this report on Form N-CSR of Pomona Investment Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:
May 23, 2017
  /s/ Joel Kress  
     
Joel Kress, Treasurer & Principal Financial Officer
     
(Principal Financial Officer)
 

EX-99.906 CERT 4 fp0026157_ex99906cert.htm

EX-99.906CERT

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Granoff, President of Pomona Investment Fund (the “Registrant”), certify that to my knowledge:
 
1. The Form N-CSR of the Registrant for the year ended March 31, 2017 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Michael Granoff  
Michael Granoff
 
President and Principal Executive Officer
 
May 23, 2017
 

I, Joel Kress, Treasurer of the Pomona Investment Fund (the “Registrant”), certify that to my knowledge:
 
1. The Form N-CSR of the Registrant for the year ended March 31, 2017 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Joel Kress  
Joel Kress
 
Treasurer and Principal Financial Officer
 
May 23, 2017
 

These certifications are being furnished to the Commission solely pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. (S) 1350 and are not being filed as part of the Form N-CSR with the Commission.
GRAPHIC 6 fp0026157_1.jpg begin 644 fp0026157_1.jpg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end GRAPHIC 7 fp0026157_i.jpg begin 644 fp0026157_i.jpg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