N-CSR

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, 46^th Floor

New York, NY 10017

(Address of principal executive offices) (Zip code)

Michael D. Granoff

Pomona Management LLC

780 Third Avenue, 46^th 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, 2019

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.

 

Pomona Investment Fund
Consolidated Financial Statements

For the Year Ended March 31, 2019

Beginning on January 1, 2021, pursuant to regulations adopted by the Securities and Exchange Commission, paper copies of the Pomona Investment Fund’s shareholder reports, like this one, will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund. Instead, the reports will be made available on the Fund's website and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive paper copies of shareholder reports and other communications from the Fund by requesting such information in writing to the Fund at 780 Third Avenue, 46th Floor, New York, NY 10017, or by calling toll-free at 1-(844)-2POMONA. If you own your shares through a financial intermediary (such as a broker-dealer or bank), you must contact your financial intermediary.

You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by contacting them directly. Your election to receive reports in paper will apply to the Fund and all funds held through your financial intermediary, as applicable.

Pomona Investment Fund

Table of Contents
For the Year Ended March 31, 2019

Report of Independent Registered Public Accounting Firm	1
Consolidated Schedule of Investments	2-5
Consolidated Statement of Assets, Liabilities and Shareholders’ Capital	6
Consolidated Statement of Operations	7
Consolidated Statements of Changes in Shareholders’ Capital	8-9
Consolidated Statement of Cash Flows	10
Consolidated Financial Highlights	11-13
Notes to Consolidated Financial Statements	14-22
Other Information (Unaudited)	23-25
Fund Management (Unaudited)	26-28
Privacy Policy (Unaudited)	29-30

Pomona Investment Fund

Report of Independent Registered Public Accounting Firm
March 31, 2019

The Board of Trustees and Shareholders
Pomona Investment Fund:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of assets, liabilities and shareholders’ capital of Pomona Investment Fund (the Company), including the consolidated schedule of investments as of March 31, 2019, the related consolidated statements of operations and cash flows for the year then ended, the consolidated statements of changes in shareholders’ capital for each of the years in the two year period then ended and the related notes (collectively, the “financial statements”) and the consolidated financial highlights for each of the years or periods in the four year period then ended. In our opinion, the consolidated financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of March 31, 2019, and the results of its operations and its cash flows for the year then ended, and the changes in its shareholders’ capital for each of the years in the two years then ended and financial highlights for each of the years or periods in the four year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements and financial highlights. Our procedures included confirmation of investments owned as of March 31, 2019, by correspondence with fund managers or by other appropriate auditing procedures where replies from fund managers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2015.

New York, New York
May 30, 2019

1

Pomona Investment Fund

Consolidated Schedule of Investments
March 31, 2019

Investment Funds a, g (84.41%) Co-Investments (0.52%)	Geographic Region b	Original Acquisition Date	Fair Value
Roark Capital Partners II Sidecar, L.P. e	North America	10/18/2018	$	657,771
Total Co-Investments (0.52%)				657,771
Primary Investments (0.89%)
Hellman & Friedman Capital Partners IX (Parallel), L.P. e	North America	09/28/2018		(3,576	)
Roark Capital Partners V (TE) L.P.	North America	04/30/2018		1,137,839
Total Primary Investments (0.89%)				1,134,263
Seasoned Primary Investments (8.53%)
Aerospace, Transportation and Logistics Fund II LP e	North America	3/31/2019		294,034
Avista Capital Partners (Offshore) IV, L.P. e	North America	12/01/2017		452,158
Gryphon Partners IV, L.P. c, d	North America	06/24/2016		7,194,429
Merit Mezzanine Fund VI, L.P. e	North America	03/02/2018		1,699,785
VSS Structured Capital Parallel III, L.P.	North America	01/26/2018		1,191,155
Total Seasoned Primary Investments (8.53%)				10,831,561
Secondary Investments (74.47%)
ABRY Partners V, L.P. e	North America	12/31/2018		71,346
Advent International GPE VII-B Limited Partnership e	North America	06/30/2015		2,397,323
Altor 2003 Fund (No. 1) LP e	Europe	12/31/2018		11,124
AP VIII Private Investors Offshore (USD), L.P.	Europe	06/30/2017		266,557
Apax Europe VI - A, L.P. e	Europe	12/30/2016		531,617
Apollo Investment Fund VI, L.P. e	North America	12/31/2018		471,834
Apollo Investment Fund VII, L.P.	North America	09/29/2017		266,764
Audax Mezzanine Fund II, L.P. e	North America	09/30/2015		870
Audax Mezzanine Fund III, L.P.	North America	09/30/2016		2,426,360
Audax Private Equity Fund, L.P. e	North America	12/31/2018		3,533
Audax Private Equity Fund II, L.P. e	North America	12/31/2018		120,093
Audax Private Equity Fund III, L.P. e	North America	09/30/2015		559,454
Audax Private Equity Fund IV, L.P. e	North America	09/29/2017		272,687
Audax Senior Loan Fund III, L.P.	North America	09/28/2018		495,148
Bain Capital Asia Fund, L.P. e	North America	12/30/2015		67,605
Bain Capital Distressed and Special Situations 2013 E, L.P. e	North America	06/30/2015		292,153
Bain Capital Europe Fund III, L.P. e	North America	12/30/2016		393,974
Bain Capital Fund VII, L.P.	North America	12/29/2017		4,128,793
Bain Capital Fund VIII, L.P. e	North America	12/30/2015		236,859
Bain Capital Fund VIII-E, L.P. e	North America	12/31/2018		33,929
Bain Capital Fund IX, L.P. e	North America	12/31/2018		722,245
Bain Capital Fund X, L.P.	North America	12/30/2015		3,805,066
Bain Capital VII Coinvestment Fund, L.P.	North America	12/29/2017		61,317
Bain Capital VIII Coinvestment Fund, L.P. e	North America	12/31/2018		19,185
Bain Capital IX Coinvestment Fund, L.P. e	North America	12/31/2018		181,711
Bain Capital X Coinvestment Fund, L.P. e	North America	12/31/2018		26,533
BCP V-S L.P. e	North America	09/29/2017		57,377
Berkshire Fund VI, Limited Partnership e	North America	12/31/2018		2,915,048
Berkshire Fund VII, L.P. e	North America	12/31/2018		1,356,600
Blackstone Capital Partners V L.P.	North America	09/29/2017		340,805
Carlyle Partners IV, L.P.	North America	12/31/2018		25,962
CDRF8 Private Investors, LLC e	North America	06/30/2017		187,891
Cerberus Institutional Partners, L.P. - Series Three	North America	12/30/2016		38,481

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

2

Pomona Investment Fund

Consolidated Schedule of Investments
March 31, 2019 (continued)

Investment Funds a, g (84.41%) (continued) Secondary Investments (74.47%) (continued)	Geographic Region b	Original Acquisition Date	Fair Value
Cerberus Institutional Partners, L.P. - Series Four	North America	12/30/2016	$	898,373
CHP III, L.P. e	North America	09/29/2017		497,486
Clyde Blowers Capital Fund III LP e	Europe	06/30/2015		340,966
Comvest Capital II International (Cayman), L.P. e	North America	06/29/2018		423,895
Comvest Capital III International (Cayman), L.P.	North America	06/29/2018		2,107,610
DCM IV, L.P. e	North America	06/30/2015		226,852
DCM V, L.P. e	North America	06/30/2015		408,106
DCM VI, L.P. e	North America	06/30/2015		1,239,399
Francisco Partners, L.P. e	North America	12/31/2018		10,187
Francisco Partners II, L.P. e	North America	12/31/2018		215,205
GESD Investors II, L.P. e	North America	09/29/2017		884,307
Green Equity Investors V, L.P.	North America	09/29/2017		4,520,296
Gridiron Energy Feeder I, L.P. e	North America	05/10/2017		2,500,000
GSO Capital Opportunities Overseas Fund L.P. e	North America	12/30/2015		49,989
GSO Private Investors Offshore II, L.P.	North America	06/30/2017		165,912
H.I.G. Bayside Debt & LBO Fund II, L.P.	North America	12/31/2018		542,308
H.I.G. Capital Partners IV, L.P. e	North America	12/31/2018		1,701,666
Harvest Partners V, L.P.	North America	12/29/2017		89,900
HgCapital 5 L.P. e	Europe	12/31/2018		101,055
Hellman & Friedman Capital Partners VI, L.P. e	North America	03/31/2019		477,605
Insight Equity I, LP e	North America	12/31/2018		128,063
Insight Equity II, LP e	North America	12/31/2018		1,099,465
Insight Venture Partners Coinvestment Fund II, L.P.	North America	06/30/2015		1,308,138
Insight Venture Partners Coinvestment Fund III, L.P.	North America	06/30/2015		563,885
Insight Venture Partners V, L.P.	North America	06/30/2015		240,899
Insight Venture Partners VI, L.P. e	North America	06/30/2015		692,614
Insight Venture Partners VII, L.P.	North America	06/30/2015		4,084,960
Insight Venture Partners VIII, L.P.	North America	06/30/2015		3,882,419
J.H. Whitney VI, L.P.	North America	09/29/2017		108,025
J.W. Childs Equity Partners III, L.P. e	North America	12/31/2018		269
JMI Equity Fund VI, L.P. e	North America	09/29/2017		18,909
Kelso Investment Associates VIII, L.P.	North America	09/29/2017		1,815,208
KKR 2006 Fund L.P.	North America	09/29/2017		392,245
KKR 2006 Private Investors Offshore, L.P.	North America	06/30/2017		548,590
KPS Special Situations Fund III, L.P.	North America	09/29/2017		343,407
KPS Special Situations Fund III, L.P. (Supplemental - Feeder), Ltd.	North America	09/29/2017		491,253
Littlejohn III, L.P. e	North America	12/31/2018		53,675
Littlejohn Fund IV, L.P.	North America	12/30/2015		834,773
Madison International Real Estate Liquidity Fund V e	North America	06/30/2015		36,262
Merchant Banking Partners IV, L.P.	North America	09/29/2017		28,992
Montreux Equity Partners IV, L.P. e	North America	09/29/2017		403,065
New Enterprise Associates 12, Limited Partnership e	North America	09/29/2017		95,405
New Mountain Partners III, L.P.	North America	09/29/2017		637,908
NewView Capital Fund I, L.P. e	North America	10/31/2018		4,573,355
Oaktree Private Investment Fund 2010, L.P. e	North America	06/30/2015		85,478
Oak Investment Partners XII, L.P. e	North America	03/31/2019		408,733
Paladin III (HR), L.P.	North America	09/29/2017		584,511
Parthenon Investors II, L.P. e	North America	12/31/2018		312,341
Parthenon Investors III, L.P. e	North America	12/31/2018		1,529,079
Perry Partners International Inc. e	North America	12/30/2015		6,551
Platinum Equity Capital Partners II e	North America	09/29/2017		113,435
Providence Equity Partners IV, L.P. e	North America	12/30/2016		15,642
Providence Equity Partners V, L.P. e	North America	12/30/2016		111,688

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

3

Pomona Investment Fund

Consolidated Schedule of Investments
March 31, 2019 (continued)

Investment Funds a, g (84.41%) (continued) Secondary Investments (74.47%) (continued)	Geographic Region b	Original Acquisition Date	Fair Value
Providence Equity Partners VI, L.P.	North America	12/30/2016	$	5,905,135
Providence Equity Partners VII, L.P.	North America	09/29/2017		338,268
Providence TMT Special Situations Fund L.P. e	North America	12/31/2018		8,172
Roark Capital Partners II, L.P. e	North America	06/29/2018		913,278
Roark Capital Partners III L.P.	North America	06/29/2018		1,133,327
Roark Capital Partners IV L.P. e	North America	06/29/2018		837,897
Saw Mill Capital Partners, L.P. e	North America	09/29/2017		182,855
Silver Lake Partners II, L.P.	North America	12/30/2016		91,306
Silver Lake Partners III, L.P.	North America	12/31/2018		389,214
SL SPV-2 L.P.	North America	02/14/2019		624,461
Summit Partners Private Equity Fund VII-A, L.P. e	North America	12/31/2018		522,487
Summit Partners Venture Capital Fund II-A, L.P. e	North America	12/31/2018		107,510
Summit Ventures VI-A, L.P. e	North America	12/31/2018		962,700
Sun Capital Partners IV, LP e	North America	12/31/2018		232,844
Sun Capital Partners V, L.P.	North America	12/31/2018		440,607
TA X, L.P. e	North America	12/31/2018		81,504
TCW/Crescent Mezzanine Partners VB, L.P.	North America	12/30/2015		281,759
Tennenbaum Opportunities Fund V, LLC	North America	09/29/2017		399,584
The Veritas Capital Fund III, L.P.	North America	09/29/2017		105,517
Thomas H. Lee Equity Fund VI, L.P.	North America	12/29/2017		356,569
Thomas H. Lee Parallel (Cayman) Fund VII, L.P. e	North America	06/29/2018		4,269,124
Thomas H. Lee Parallel Fund VI, L.P.	North America	09/28/2018		1,858,728
TPG Opportunities Partners III (B), L.P. e	North America	06/30/2015		69,460
TPG Partners V, L.P.	North America	09/29/2017		231,251
TPG Partners VI, L.P.	North America	09/29/2017		2,240,172
TPG STAR, L.P. e	North America	09/29/2017		563,873
Vista Equity Partners Fund V, L.P. e	North America	09/28/2018		5,185,499
Warburg Pincus Private Equity VIII	North America	12/31/2018		15,944
Waud Capital Partners QP II, L.P. e	North America	12/31/2018		83,080
Weston Presidio V, L.P. e	North America	12/31/2018		149,367
Wicks Communications & Media Partners III, L.P. e	North America	12/31/2018		191,189
Wind Point Partners VII-B, L.P.	North America	09/29/2017		36,333
Total Secondary Investments (74.47%)				94,545,617
Total Investments in Investment Funds (Cost $117,984,433) (84.41%)			$	107,169,212

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

4

Pomona Investment Fund

Consolidated Schedule of Investments
March 31, 2019 (continued)

Short-Term Investment (15.61%) Money Market Fund	Fair Value
Fidelity Investments Money Market Government Portfolio - Class I, 2.30% f	$	18,537,464
JP Morgan U.S. Government Money Market Fund, 2.01% f		1,287,764
Total Money Market Fund (15.61%)	$	19,825,228
Total Short-Term Investment (Cost $19,825,228) (15.61%)	$	19,825,228
Total Investments (Cost $137,809,661) (100.02%)	$	126,994,440
Liabilities in Excess of Other Assets (-0.02%)		(29,070	)
Shareholders' Capital (100.00%)	$	126,965,370

^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, 2019 was $117,984,433 and $107,169,212, 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 This Investment Fund has no redemption provisions, was issued in a private placement transaction, and is restricted as to resale.

^e Non-income producing.

^f The rate quoted is the annualized seven-day yield of the fund at the period end.

^g Pomona Investment Fund ordinarily acquires portfolios of investments that are comprised of interests in multiple private equity funds (rather than single interests in such funds) and pays a single purchase price for each such portfolio. As a result, the specific acquisition cost allocated to each Investment Fund does not necessarily reflect the actual cost of each such Investment Fund.

As of March 31, 2019, the aggregate cost of each investment restricted to resale was: $610,540, $0, $1,100,943, $0, $447,572, $5,068,368, $1,462,437, $1,495,683, $51,781, $1,920,882, $15,435, $230,794, $583,257, $417,813, $372,136, $120,111, $2,930,722, $2,154, $67,248, $2,557,094, $273,156, $487,096, $601,091, $109,624, $953,841, $5,910,925, $668,888, $31,765, $612,640, $4,374,116, $60,761, $21,918, $198,053, $22,462, $59,642, $6,066,247, $1,115,304, $504,395, $42,457, $334,354, $60,632, $688,460, $496,016, $1,784,178, $385,646, $2,522,242, $170,448, $1,309,767, $1,899,882, $5,095, $175,594, $440,168, $4,689,758, $2,016,137, $261,086, $213,278, $564,952, $1,749,167, $132,912, $79,100, $389,489, $148,724, $922,446, $793,481, $409,186, $492,653, $1,715,464, $2,539,384, $3,279,471, $122,933, $453, $17,177, $2,257,597, $391,645, $388,508, $549,959, $585,985, $36,110, $1,590,869, $44,743, $5,396, $352,648, $148,380, $883,437, $3,876,201, $47,978, $247,421, $409,211, $225,909, $1,198,040, $105,492, $328,880, $19,151, $436,235, $6,431,070, $269,478, $5,693, $842,961, $1,038,919, $829,078, $775,330, $1,356,100, $964,046, $494,918, $557,130, $77,683, $641,689, $238,215, $431,699, $52,067, $376,014, $331,357, $364,079, $358,775, $4,132,588, $1,451,265, $53,583, $376,524, $2,388,514, $573,289, $5,629,526, $29,979, $45,465, $100,545, $196,412, $61,563, respectively, totaling $117,984,433.

The information regarding these Investment Funds, as presented above, has not been prepared, reviewed or approved by any such Investment Fund or its general partner, manager or sponsor or any of their respective affiliates.

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

5

Pomona Investment Fund

Consolidated Statement of Assets, Liabilities and Shareholders’ Capital
March 31, 2019

Assets
Investments in Investment Funds, at fair value (cost $117,984,433)	$	107,169,212
Short-term investments, at fair value (cost $19,825,228)		19,825,228
Cash		382,635
Deferred offering costs		52,879
Deferred financing costs		202,959
Expense waiver receivable		129,326
Interest receivable		28,716
Other assets		356,552
Total Assets		128,147,507
Liabilities
Payable to Adviser		332
Payable for investments purchased, not yet settled		128,909
Commitment and interest fees payable		101,983
Management fee payable		524,106
Administration fee payable		79,419
Distribution and servicing fee payable		129,994
Professional fees payable		94,372
Finance costs payable		7,453
Other accrued expenses		115,569
Total Liabilities		1,182,137
Commitments and contingencies (see Note 9 and 10)		—
Shareholders' Capital	$	126,965,370
Shareholders' Capital
Paid-in Capital	$	122,943,254
Total distributable earnings (loss)		4,022,116
Total Shareholders' Capital	$	126,965,370
Shareholders' Capital Attributable to:
Class A Shares	$	94,109,152
Class M2 Shares		907,621
Class I Shares		31,948,597
	$	126,965,370
Shares Outstanding:
Class A Shares		9,228,343
Class M2 Shares		87,610
Class I Shares		3,083,926
		12,399,879
Net asset value per Share:
Class A Shares	$	10.20
Class M2 Shares	$	10.36
Class I Shares	$	10.36

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

6

Pomona Investment Fund

Consolidated Statement of Operations
For the Year Ended March 31, 2019

Income
Dividend income	$	376,197
Interest income		1,288,644
Other income		620,550
Total Income		2,285,391
Expenses
Management fee		1,789,886
Distribution and servicing fee		497,872
Professional fees		686,738
Administration fee		271,224
Insurance fees		111,878
Chief Compliance Officer fees and expenses		90,000
Offering costs		126,732
Trustees fees and expenses		76,778
Financing costs		121,437
Commitment and interest fees		298,283
Other expenses		335,236
Total Expenses		4,406,064
Less: Waivers and/or expense reimbursements		(567,354	)
Net Expenses		3,838,710
Net Investment Loss		(1,553,319	)
Net Realized Gain and Change in Unrealized Depreciation on Investments in Investment Funds and Foreign Currency Translation
Net realized gain from investments in Investment Funds		19,229,050
Net realized loss from foreign currency translation		(1,502	)
Total net realized gain from investments in Investment Funds and foreign currency translation		19,227,548
Net change in unrealized depreciation on investments in Investment Funds		(8,238,407	)
Net change in unrealized depreciation on foreign currency translation		(122,823	)
Total net change in unrealized depreciation on investments in Investment Funds and foreign currency translation		(8,361,230	)
Net Realized Gain and Change in Unrealized Depreciation on Investments in Investment Funds and Foreign Currency Translation		10,866,318
Net increase in Shareholders' Capital from operations	$	9,312,999

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

7

Pomona Investment Fund

Consolidated Statements of Changes in Shareholders’ Capital

	For the Year Ended March 31, 2019			For the Year Ended March 31, 2018
Operations
Net investment loss	$	(1,553,319	)	$	(425,060	)
Net realized gain from investments in Investment Funds and foreign currency translation		19,227,548			11,426,351
Net change in unrealized depreciation on investments in Investment Funds and foreign currency translation		(8,361,230	)		(1,944,193	)
Net increase in Shareholders’ Capital from operations		9,312,999			9,057,098
Distributions to Shareholders*
Class A Shares		(10,091,751	)		(6,356,940	)
Class M2 Shares		(98,665	)		(63,787	)
Class I Shares		(2,679,963	)		—
Decrease in Shareholders’ Capital from distributions to Shareholders		(12,870,379	)		(6,420,727	)
Shareholders’ Capital Transactions
Class A Shares
Proceeds from sale of Shares		8,184,080			9,428,517
Reinvestment of distributions		9,685,993			6,194,546
Exchange of Shares		(2,752,497	)		—
Repurchases of Shares		(147,534	)		(473,263	)
Total Class A Transactions		14,970,042			15,149,800
Class M2 Shares
Proceeds from sale of Shares		—			465,000
Reinvestment of distributions		89,642			61,534
Repurchases of Shares		—			—
Total Class M2 Transactions		89,642			526,534
Class I Shares**
Proceeds from sale of Shares		28,277,226			—
Reinvestment of distributions		2,619,842			—
Exchange of Shares		2,752,497			—
Repurchases of Shares		—			—
Total Class I Transactions		33,649,565			—
Increase in Shareholders’ Capital from capital transactions		48,709,249			15,676,334
Shareholders’ Capital
Beginning of period		81,813,501			63,500,796
End of period***	$	126,965,370		$	81,813,501

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

8

Pomona Investment Fund

Consolidated Statements of Changes in Shareholders’ Capital
(continued)

	For the Year Ended March 31, 2019			For the Year Ended March 31, 2018
Shareholder Activity
Class A Shares outstanding at beginning of period		7,754,845			6,268,951
Shares sold		768,533			910,190
Shares reinvested		962,067			619,424
Shares exchanged		(243,160	)		—
Shares repurchased		(13,942	)		(43,720	)
Class A Shares outstanding at end of period		9,228,343			7,754,845
Class M2 Shares outstanding at beginning of period		78,821			27,274
Shares sold		—			45,431
Shares reinvested		8,789			6,116
Shares redeemed		—			—
Class M2 Shares outstanding at end of period		87,610			78,821
Class I Shares outstanding at beginning of period**		—			—
Shares sold		2,586,715			—
Shares reinvested		256,852			—
Shares exchanged		240,359			—
Shares redeemed		—			—
Class I Shares outstanding at end of period		3,083,926			—

^* Distributions are presented separately by year in accordance with the SEC Rule for Disclosure Update and Simplification. Distributions presented for the year ended March 31, 2018 were from capital gains. The SEC eliminated the requirement to disclose the source of distributions in 2018.

^** Class I Shares commenced operations on April 1, 2018.

^*** Shareholders’ Capital - End of period includes Accumulated net investment income of $302,770 for the year ended March 31, 2018. The SEC eliminated the requirement to disclose undistributed net investment income in 2018.

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

9

Pomona Investment Fund

Consolidated Statement of Cash Flows
For the Year Ended March 31, 2019

Cash flows from operating activities
Net increase in Shareholders’ Capital from operations	$	9,312,999
Adjustments to reconcile net increase in Shareholders' Capital from operations to net cash used in operating activities:
Purchases of investments in Investment Funds		(66,019,141	)
Capital distributions received from Investment Funds		31,582,988
Net sales of short-term investments		5,247,885
Net realized gain from investments in Investment Funds		(19,229,050	)
Net change in unrealized depreciation on investments in Investment Funds and foreign currency translation		8,361,230
Amortization of deferred offering costs		126,732
Amortization of deferred financing costs		121,437
Changes in operating assets and liabilities:
Decrease in expense waiver receivable		5,380
Decrease in interest receivable		1,992
Decrease in other assets		154,813
Increase in commitment and interest fees payable		101,983
Increase in payable to Adviser		133
Decrease in payable for investments purchased, not yet settled		(4,958,557	)
Increase in management fee payable		186,608
Increase in administration fee payable		28,276
Decrease in distribution and servicing fee payable		(85,325	)
Decrease in professional fees payable		(177,735	)
Increase in finance costs payable		7,453
Decrease in trustees fees payable		(7,500	)
Decrease in other accrued expenses		(64,414	)
Net cash used in operating activities		(35,301,813	)
Cash flows from financing activities
Proceeds from sale of Shares		36,461,306
Distributions to investors, net of reinvestments of distributions		(474,902	)
Repurchases of Shares		(147,534	)
Additions to offering costs		(134,037	)
Additions to financing costs		(95,547	)
Gross Borrowings		2,000,000
Payments on Borrowings		(2,000,000	)
Net cash provided by financing activities		35,609,286
Net change in cash		307,473
Cash at beginning of year		75,162
Cash at End of Period	$	382,635
Supplemental disclosure of financing activity
Supplemental disclosure of reinvested distributions	$	12,395,477
Supplemental disclosure of non-cash operating activity
Supplemental disclosure of capital distributions in-kind received from Investment Funds	$	2,890,134

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

10

Pomona Investment Fund

Consolidated Financial Highlights

	Class A Shares
	For the Year Ended March 31, 2019			For the Year Ended March 31, 2018			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	$	10.44		$	10.09		$	10.20		$	10.00	(1)
Net increase in Shareholders’ Capital from operations:
Net investment loss		(0.15	)		(0.04	)		(0.09	)		(0.21	)*
Net realized gain and change in unrealized depreciation on investments in Investment Funds and foreign currency translation		1.16			1.34			1.03			0.48
Net increase in Shareholders’ Capital from operations:		1.01			1.30			0.94			0.27
Distributions from net investment income		—			—			—			—
Distributions from capital gains		(1.25	)		(0.95	)		(1.05	)		(0.07	)
Total distributions		(1.25	)		(0.95	)		(1.05	)		(0.07	)
Net asset value per Share, end of period	$	10.20		$	10.44		$	10.09		$	10.20
Total Return (2)		9.79	%		13.34	%		9.71	%		2.70	%(3)
Ratios/Supplemental Data:
Shareholders’ Capital, end of period (in thousands)	$	94,109		$	80,983		$	63,225		$	54,340
Ratio of net investment loss to average Shareholders’ Capital		(1.51	)%		(0.59	)%		(1.07	)%		(2.35	)%(4)
Ratio of gross expenses to average Shareholders’ Capital (5)		4.19	%		3.85	%		4.05	%		5.40	%(4)
Ratio of expense waiver to average Shareholders’ Capital (6)		(0.50	)%		(0.71	)%		(0.87	)%		(2.31	)%(4)
Ratio of net expenses to average Shareholders’ Capital (6) (7)		3.69	%		3.14	%		3.18	%		3.09	%(4)
Portfolio Turnover		0.00	%		0.00	%		0.00	%		0.00	%

^* Per Share data of income/(loss) from investment operations is computed using the total income and expense for this 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 Consolidated 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 Consolidated Financial Statements.

11

Pomona Investment Fund

Consolidated Financial Highlights

	Class M2 Shares
	For the Year Ended March 31, 2019			For the Year Ended March 31, 2018			For the Period October 1, 2016 (Commencement of Operations) to March 31, 2017
Net asset value per Share, beginning of period	$	10.54		$	10.11		$	10.65	(1)
Net increase in Shareholders’ Capital from operations:
Net investment loss		(0.11	)		(0.02	)		(0.01	)*
Net realized gain and change in unrealized depreciation on investments in Investment Funds and foreign currency translation		1.18			1.40			0.52
Net increase in Shareholders’ Capital from operations:		1.07			1.38			0.51
Distributions from net investment income		—			—			—
Distributions from capital gains		(1.25	)		(0.95	)		(1.05	)
Total distributions		(1.25	)		(0.95	)		(1.05	)
Net asset value per Share, end of period	$	10.36		$	10.54		$	10.11
Total Return (2)		10.40	%		13.97	%		5.32	%(3)
Ratios/Supplemental Data:**
Shareholders’ Capital, end of period (in thousands)	$	908		$	830		$	276
Ratio of net investment income/(loss) to average Shareholders’ Capital		(0.94	)%		0.01	%		(0.24	)%(4)
Ratio of gross expenses to average Shareholders’ Capital (5)		4.30	%		4.51	%		5.18	%(4)
Ratio of expense waiver to average Shareholders’ Capital (6)		(1.18	)%		(1.83	)%		(2.74	)%(4)
Ratio of net expenses to average Shareholders’ Capital (6) (7)		3.12	%		2.68	%		2.44	%(4)
Portfolio Turnover		0.00	%		0.00	%		0.00	%

^* Per Share data of income/(loss) from investment operations is computed using the total income and expense for this 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 Consolidated 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 Consolidated Financial Statements.

12

Pomona Investment Fund

Consolidated Financial Highlights

	Class I Shares
	For the Period April 1, 2018 (Commencement of Operations) to Year Ended March 31, 2019
Net asset value per Share, beginning of period	$	10.54	(1)
Net increase in Shareholders’ Capital from operations:
Net investment loss		(0.07	)*
Net realized gain and change in unrealized depreciation on investments in Investment Funds and foreign currency translation		1.14
Net increase in Shareholders’ Capital from operations:		1.07
Distributions from net investment income		—
Distributions from capital gains		(1.25	)
Total distributions		(1.25	)
Net asset value per Share, end of period	$	10.36
Total Return (2)		10.40	%
Ratios/Supplemental Data:**
Shareholders’ Capital, end of period (in thousands)	$	31,948
Ratio of net investment income/(loss) to average Shareholders’ Capital		(1.24	)%
Ratio of gross expenses to average Shareholders’ Capital (3)		3.86	%
Ratio of expense waiver to average Shareholders’ Capital (4)		(0.66	)%
Ratio of net expenses to average Shareholders’ Capital (4) (5)		3.20	%
Portfolio Turnover		0.00	%

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

^** Class I Shares commenced operations on April 1, 2018. 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 I share class.

⁽¹⁾ The net asset value per Share as of the beginning of the period, April 1, 2018 (Commencement of Operations) represents the initial net asset value per Share of $10.54.

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

⁽⁴⁾ 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 Consolidated Financial Statements.

⁽⁵⁾ 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 Consolidated Financial Statements.

13

Pomona Investment Fund

Notes to Consolidated Financial Statements
March 31, 2019

1. Organization

Pomona Investment 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. On August 3, 2017, in connection with the Fund’s revolving credit facility as described in Note 5 below, Pomona Investment Fund LLC was organized as a Delaware limited liability company and is a wholly owned subsidiary of the Fund.

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. Co-investments refer to direct investments in an operating company by the Fund alongside other investors, often one or more Investment Funds. Primary investments refer to investments in newly established private equity funds, typically sponsored by investment managers with an established investment track record. Seasoned primary investments, or seasoned primaries, refer to primary investments made after an Investment Fund has already invested a certain percentage of its capital commitments. Secondary investments refer to investments in existing Investment Funds that are typically acquired in privately negotiated transactions.

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, 2019, the Fund offered four classes of shares; Classes A, I, M1 and M2 shares. The M1 share class had not yet commenced operations as of March 31, 2019. All 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.

Certain investors may purchase less than the minimum investment for Class I and Class M2 Shares (noted above) pursuant to a Letter of Intent, which is further described in the Fund’s prospectus.

All share classes have the same rights and privileges.

2. Summary of Significant Accounting Policies

The accompanying consolidated 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 consolidated financial statements.

Consolidation of a Subsidiary

The consolidated financial statements of the Fund include Pomona Investment Fund LLC, all inter-company accounts and transactions have been eliminated.

14

Pomona Investment Fund

Notes to Consolidated Financial Statements
March 31, 2019 (continued)

2. Summary of Significant Accounting Policies (continued)

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.

All investments are recorded at “Fair Value” in good faith. Fair value is 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. 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.

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 relevant information available at the time the Fund values its portfolio, such as capital activity, occurring between the reference dates of the investment manager’s valuation and 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.

Other Income from Investment Funds

The Fund accounts for other income on distributions received from Investment Funds based on the nature of such distributions as determined by the underlying investment fund managers. For the year ended March 31, 2019, the Fund earned other income of $620,550.

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 consolidated financial statements in conformity with U.S. GAAP requires the Fund’s Administrator to make estimates and assumptions that affect the amounts reported in the consolidated 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.

15

Pomona Investment Fund

Notes to Consolidated Financial Statements
March 31, 2019 (continued)

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

- 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.

As the Fund uses the NAV of each Investment Fund as a practical expedient to determine the fair value of its investment , the investments in the Investment Funds have not been classified in the U.S. GAAP fair value hierarchy.

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, 2019:

Investments	Level 1		Level 2		Level 3		Total
Short-Term Investments	$	19,825,228	$	—	$	—	$	19,825,228
Total	$	19,825,228	$	—	$	—	$	19,825,228

During the year ended March 31, 2019, 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.

16

Pomona Investment Fund

Notes to Consolidated Financial Statements
March 31, 2019 (continued)

3. Fair Value Disclosures (continued)

A listing of the private equity investment types held by the Fund and the related attributes, as of March 31, 2019, are shown in the table below:

Investment Category	Investment Strategy	Fair Value		Unfunded Commitments		Redemption Frequency*	Notice Period (In Days)	Redemption Restrictions Terms**
Co-Investments	Investments in an operating company alongside other investors	$	657,771	$	401,861	None	N/A	Liquidity in the form of distributions from Investment Funds
Primary	Investments in newly established private equity funds	$	1,134,263	$	5,908,044	None	N/A	Liquidity in the form of distributions from Investment Funds
Seasoned Primary	Primary investments made after an Investment Fund has already invested a certain percentage of its capital commitment	$	10,831,561	$	6,913,943	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	$	94,545,617	$	25,857,611	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.

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 Shareholders’ Capital (before any repurchases of Shares) (the “Management Fee”). For the year ended March 31, 2019, the Fund incurred a Management Fee of $1,789,886.

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 Shareholders’ Capital (before any repurchase of Shares) (the “Administration Fee”). For the year ended March 31, 2019, the Fund incurred an Administration Fee of $271,224.

17

Pomona Investment Fund

Notes to Consolidated Financial Statements
March 31, 2019 (continued)

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

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, 2019 (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, 2019, the Adviser waived fees in the amount of $567,354, which are subject for recoupment. At March 31, 2019, the amounts outlined below are available for recoupment:

Quarter of Expiration:
June 2019	$	156,427
September 2019	$	117,033
December 2019	$	111,397
March 2020	$	131,422
June 2020	$	138,943
September 2020	$	131,836
December 2020	$	115,655
March 2021	$	134,705
June 2021	$	132,067
September 2021	$	139,333
December 2021	$	166,628
March 2022	$	129,326

Voya Investments Distributor, LLC acts as the distributor of the Shares (the “Distributor”). The Distributor directly distributes 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 pays the Distributor a quarterly fee of 0.1375% (0.55% on an annualized basis) of the Fund’s Shareholders’ Capital attributable to Class A shares as of each quarter-end, 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, 2019, the Fund incurred a Distribution and Servicing Fee of $497,872.

18

Pomona Investment Fund

Notes to Consolidated Financial Statements
March 31, 2019 (continued)

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

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 Shareholders’ Capital of the Fund (before any repurchases of Shares), 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 the Fund a fixed fee based on the its average Shareholders’ Capital (before any repurchases of Shares).

Each member of the Board that is not an “interested person” (as defined in the 1940 Act) (an “Independent Trustee”) is paid an annual retainer of $35,000, 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, 2019, the Fund incurred Chief Compliance Officer fees and expenses in the amount of $90,000.

Prior to the Commencement of Operations, the Fund incurred organizational costs that 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 $126,732 of offering costs during the year-ended March 31, 2019. 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, 2019 is $70,305,132.

5. Revolving Credit Agreement

Effective February 1, 2018, the Fund entered into a revolving credit agreement with Credit Suisse AG that matures on December 31, 2020. The initial size of the facility was $8,000,000, which was increased to $15,000,000 on July 2, 2018 and increased to $25,000,000 on October 1, 2018. The Fund anticipates that this credit facility will be primarily used for working capital requirements, such as financing repurchases of shares, distributions to investors and investments. The facility bears interest at London Interbank Offered Rate (“LIBOR”) plus 3.25% per annum, and has a commitment fee of 1.60% per annum on the daily unused portion. For the year ended March 31, 2019, the Fund utilized the facility, borrowed $2,000,000 and paid $6,727 of interest on borrowings at a 6.05% weighted-average interest rate.

6. 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 Shareholders’ Capital. There can be no assurance that the Board will accept the Adviser’s recommendation.

19

Pomona Investment Fund

Notes to Consolidated Financial Statements
March 31, 2019 (continued)

7. 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 tax year end.

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 consolidated financial statements. Management has concluded, there were no uncertain tax positions as of March 31, 2019 for federal income tax purposes or in, the Fund’s major state and local tax jurisdictions; Delaware, New York State, and New York City.

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, 2018, 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, 2018, the following amounts were reclassified:

Paid-in Capital	$	(1,526,635	)
Total distributable earnings (or loss)		1,526,635

At March 31, 2019, the federal tax cost of investment securities and unrealized appreciation (depreciation) as of the year-end were as follows:

Gross unrealized appreciation	$	20,042,440
Gross unrealized depreciation		(15,560,084	)
Net unrealized appreciation	$	4,482,356
Cost of investments	$	122,512,084

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.

20

Pomona Investment Fund

Notes to Consolidated Financial Statements
March 31, 2019 (continued)

7. Federal and Other Taxes (continued)

As of October 31, 2018, the components of accumulated earnings on a tax basis were as follows:

Undistributed ordinary income	$	—
Undistributed long-term capital gains		2,676,451
Tax accumulated earnings		2,676,451
Accumulated capital and other losses		(1,700,282	)
Unrealized appreciation		17,919,503
Other differences		—
Distributable net earnings	$	18,895,672

As of October 31, 2018, the Fund had no capital loss carryforwards.

As of October 31, 2018, the Fund had $1,700,282 of qualified late-year ordinary losses, which are deferred until the following tax year ended October 31, 2019. 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, 2018 and October 31, 2017 was as follows:

Distribution paid from:	2018		2017
Ordinary income	$	—	$	—
Long-term capital gains		6,420,727		5,893,605
Total distributions paid	$	6,420,727	$	5,893,605

8. Investment Transactions

Total investments in Investment Funds for the year ended March 31, 2019 amounted to $66,019,141. Total distribution proceeds from sale, redemption, or other disposition of investments in Investment Funds for the year ended March 31, 2019 amounted to $31,582,988.

9. 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.

10. Commitments

As of March 31, 2019, the Fund had outstanding investment commitments to Investment Funds totaling approximately $39,081,460.

11. Recent Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-13 “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which includes amendments intended to improve the effectiveness of disclosures in the notes to consolidated financial statements. ASU 2018-13 is effective for interim and annual periods beginning after December 15, 2019. Management is currently evaluating the impact that ASU 2018-13 will have on the Fund’s consolidated financial statements and related disclosures.

21

Pomona Investment Fund

Notes to Consolidated Financial Statements
March 31, 2019 (continued)

12. Subsequent Events

Effective April 1, 2019, there were subscriptions to the Fund in the amount of $3,496,250 for Class A and $7,256,430 for Class I Shares. Through the date the consolidated financial statements were issued, there have not been any additional subscriptions to the Fund.

On April 11, 2019, the Fund committed $3,250,000 to an investment in Aberdeen U.S. Private Equity VIII (Offshore), L.P.

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

22

Pomona Investment Fund

Other Information (Unaudited)
March 31, 2019

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 $6,420,727 for the year ended October 31, 2018.

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 26, 2019 (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 Board also received information related to the methodology used by the Adviser in constructing the Selected Peer Group. The materials also included information about the Adviser, 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;

23

Pomona Investment Fund

Other Information (Unaudited)
March 31, 2019 (continued)

● 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;

● 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, changes in the Fund’s portfolio management team during the preceding year and information about expected changes to certain personnel of the Adviser;

● 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 of fee and expense information 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 median advisory fee 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 lower than the median net expense ratio 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

24

Pomona Investment Fund

Other Information (Unaudited)
March 31, 2019 (continued)

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 higher than the median of “other expenses” among the Selected Peer Group funds.

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 expects the Fund to begin to be profitable during 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 June 30, 2021, during which time the Adviser will bear the expenses through a waiver of its management fee. They considered that, subsequent to June 30, 2021, 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 under performance when measured on a more short-term basis. The Board also noted that certain funds in the Performance Peer Group (as defined below) benefited from investments in public markets, which were not part of the Fund’s investment strategy.

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 returns of the Fund’s Class A Shares outperformed the average and median returns of the Performance Peer Group for the since-inception and one-year periods ended March 31, 2016 and March 31, 2018, respectively, and underperformed the Performance Peer Group for the one-year period ended March 31, 2017. The Trustees also considered that the Fund’s Class A Shares outperformed the Performance Peer Group for the three-year period ended September 30, 2018. 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.

25

Pomona Investment Fund

Fund Management (Unaudited)
March 31, 2019

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 (62) 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 (65) 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 (79) 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.

26

Pomona Investment Fund

Fund Management (Unaudited)
March 31, 2019 (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, 2019) 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 (60) 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 (61) 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 – April 2018). 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.

27

Pomona Investment Fund

Fund Management (Unaudited)
March 31, 2019 (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 (60) 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 (46) 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 (60) 780 Third Avenue 46th Floor New York, NY 10017	Secretary	August 2014 – Present	Senior Partner, Pomona Management LLC (1994 – present).

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

28

Pomona Investment Fund

Privacy Policy (Unaudited)

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.

29

Pomona Investment Fund

Privacy Policy (Unaudited)
(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.

30

This page intentionally left blank.

This page intentionally left blank.

This page intentionally left blank.

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 $157,500 for the fiscal year ended March 31, 2018 and $255,500 for the fiscal year ended March 31, 2019.

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 fiscal year ended March 31, 2018 and $0 for the fiscal year ended March 31, 2019. 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 $33,250 for the fiscal year ended March 31, 2018 and $36,415 for the fiscal year ended March 31, 2019.

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 fiscal year ended March 31, 2018 and $0 for the fiscal year ended March 31, 2019.

(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 fiscal year ended March 31, 2018 and $0 for the fiscal year ended March 31, 2019.

(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, 2019:

Name of Portfolio Manager	Title	Length of Time of Service to the Fund	Business Experience During the Past 5 Years
Michael Granoff	Chief Executive Officer	March 2018 to Present	Chief Executive Officer, Pomona Management LLC
Frances Janis	Senior Partner	Since Inception	Senior Partner, Pomona Management LLC
Lorraine Hliboki	Partner	March 2018 to Present	Partner, Pomona Management LLC

(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 Mr. Granoff, Ms. Janis, and Ms. Hliboki as of March 31, 2019:

	Number of Accounts*	Total Assets in Accounts* ($ Million)
Registered Investment Companies	—	$—
Other Pooled Investment Vehicles	19	$5,677
Other Accounts	1	$10.3

* as of September 30, 2018, 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, 2019:

Portfolio Manager	Dollar Range of Fund Shares Beneficially Owned
Michael Granoff	None
Frances Janis	None
Lorraine Hliboki	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. DISCLOSURE OF SECURITIES LENDING ACTVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 13. 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.

(a)(4) 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	June 7, 2019

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	June 7, 2019
By (Signature and Title)*	/s/ Joel Kress
	Joel Kress, Treasurer and Principal Financial Officer
	(Principal Financial Officer)
Date	June 7, 2019

* Print the name and title of each signing officer under his or her signature.

EX-99.CODE ETH

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

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:	June 7, 2019	/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:	June 7, 2019	/s/ Joel Kress
		Joel Kress, Treasurer & Principal Financial Officer
		(Principal Financial Officer)

EX-99.906 CERT

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, 2019 (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

June 7, 2019

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, 2019 (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

June 7, 2019

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.