N-CSR 1 fp0076612_ncsr.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act file number 811-22990

 

Pomona Investment Fund

 

(Exact name of registrant as specified in charter)

 

780 Third Avenue, 46th Floor

New York, NY 10017

 

(Address of principal executive offices) (Zip code)

 

Michael D. Granoff

Pomona Management LLC

780 Third Avenue, 46th Floor

New York, NY 10017

 

(Name and address of agent for service)

 

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

 

Date of fiscal year end: March 31

 

Date of reporting period: March 31, 2022

 

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.

 

(a)

 

 

 

Annual Report

 

March 31, 2022

 

 

Table of Contents

 

 

PAGE

Report of Independent Registered Public Accounting Firm

1

Management’s Discussion of Fund Performance

2

Portfolio Update

3

Consolidated Schedule of Investments

4

Consolidated Statement of Assets and Liabilities

11

Consolidated Statement of Operations

12

Consolidated Statements of Changes in Net Assets

13

Consolidated Statement of Cash Flows

15

Consolidated Financial Highlights

17

Consolidated Notes to Financial Statements

20

Additional Information

29

Approval of Continuance of Investment Management Agreement 30
Fund Management 33
Privacy Policy 35

 

 

www.pomonainvestmentfund.com

 

 

Pomona Investment Fund

Report of Independent Registered
Public Accounting Firm

 

March 31, 2022

 

The Board of Trustees and Shareholders of Pomona Investment Fund

 

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of assets and liabilities of Pomona Investment Fund (the “Fund”), including the consolidated schedule of investments, as of March 31, 2022, and the related consolidated statements of operations, cash flows, changes in net assets and financial highlights for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Fund at March 31, 2022, the consolidated results of its operations and its cash flows, the consolidated changes in its net assets and its consolidated financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

 

The consolidated statement of changes in net assets for the year ended March 31, 2021, and the consolidated financial highlights for the four years ended March 31, 2021, were audited by another independent registered public accounting firm whose report, dated June 1, 2021, expressed an unqualified opinion on that consolidated statement of changes in net assets and those consolidated financial highlights.

 

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. 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 Fund 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 audit 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 financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, 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 financial statements. Our procedures included confirmation of securities owned as of March 31, 2022, by correspondence with the underlying investees and custodian. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

 

We have served as the auditor of one or more Pomona investment companies since 2021.

 

Boston, Massachusetts
May 31, 2022

 

Annual Report | March 31, 2022

1

 

 

Pomona Investment Fund

Management’s Discussion of Fund Performance

 

March 31, 2022 (Unaudited)

 

Performance Overview

 

For the fiscal year ended March 31, 2022, Pomona Investment Fund (“PIF” or the “Fund”) generated net total returns of 26.25%, 26.95%, and 26.95% for its Class A Shares, Class M2 Shares, and Class I Shares, respectively. The Fund’s performance was mainly driven by the appreciation in value of its Secondary Investments, which accounted for approximately 81% of the investment performance generated by the Fund’s portfolio throughout the fiscal year. In addition to its Secondary Investments, the Fund’s Direct Investments/Co-Investments, Seasoned Primary Investments, and Primary Investments accounted for approximately 7%, 7%, and 5% of the investment performance generated by the Fund’s portfolio throughout the fiscal year, respectively.

 

Market Conditions

 

Private Equity managers have seen a substantial increase in capital raised over the past several years leading to record levels of AUM across the Private Equity industry (approximately $8.0 trillion in aggregate1). Secondary investors have been able to benefit from the growth in the asset class and have also seen the investment opportunities expand in recent periods. For calendar year 2021, it has been estimated that secondary transaction volume amounted to $134 billion, which is an increase of approximately 124% compared to calendar year 2020, and an increase of approximately 68% compared to 20192.

 

Returns across the private equity industry continue to be strong. Private Equity managers (in the aggregate) have exhibited an ability to outperform both the broader public markets3, as well as other private market focused investment strategies. Further, the dispersion of returns between the best performing private equity sponsors and the rest of the field, is far greater than it is in other asset classes. Specifically, the difference in annualized returns between top quartile funds and those in the bottom quartile has been estimated to be approximately 2,000 basis points, which is almost double that of other private market focused investment strategies4. This dynamic continues to underscore the importance of manager selection for private equity investors such as the Fund.

 

Investment Program

 

As of March 31, 2022, PIF holds interests in 261 underlying investment vehicles, via relationships with 123 private equity sponsors, and has exposure to more than 1,500 portfolio companies. For the fiscal year ended March 31, 2022, the Fund committed $393.4 million and acquired interests in 96 underlying funds via Secondary transactions (77), Primary commitments (13), Seasoned Primary commitments (3), and Co-Investment opportunities (3). The Fund actively deployed capital across a variety of investment opportunities, and continues to provide its investor base with a diversified portfolio of what the Adviser believes to be best in class private equity assets.

 

1

Preqin.com as of September 2021.

2

Secondary Market Survey Results Evercore Private Capital Advisory January 2022

3

Bain & Company Global Private Equity Report 2022

4

McKinsey & Company Global Private Markets Review 2022

 

2

www.pomonainvestmentfund.com

 

 

Pomona Investment Fund

Portfolio Update

 

March 31, 2022 (Unaudited)

 

Performance of $25,000 Initial Investment (as of 3/31/2022)

 

The graph shown above represents historical performance of a hypothetical investment of $25,000 in the Fund since inception. Past performance does not guarantee future results. All returns reflect reinvested dividends, but do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

Average Annual Total Returns (as of 3/31/2022)

 

1 Year

3 Year

5 Year

Since
Inception

Inception
Date

Pomona Investment Fund Class A

26.25%

26.32%

20.19%

16.24%

5/7/2015

Pomona Investment Fund Class A (w/ Load)

22.46%

25.04%

19.46%

15.73%

5/7/2015

Pomona Investment Fund Class I

26.95%

27.01%

n/a

22.62%

4/1/2018

Pomona Investment Fund Class M2

26.95%

27.00%

20.85%

19.91%

10/1/2016

MSCI World Index

10.60%

15.55%

13.01%

10.77%

5/7/2015

 

MSCI World Index. The “MSCI World Index” is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The MSCI World Index consists of the following 23 developed market country indexes: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States. (https://www.msci.com/world) The MSCI World Index has not been selected to represent an appropriate benchmark to compare an investor’s performance, but rather is shown as a comparison to that of a well-known and widely recognized index. The MSCI World Index is not subject to any of the fees and expenses to which any Pomona fund would be subject and no fund sponsored by Pomona Capital will attempt to replicate the performance of the MSCI World Index.

 

The performance data quoted above represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund shares will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. Performance and dollar amounts quoted above do not reflect the deduction of taxes that a shareholder may pay on fund distributions or the sale of fund shares. Fund performance current to the most recent month-end is available by calling 1-(844) -2POMONA or by visiting www.pomonainvestmentfund.com.

 

Annual Report | March 31, 2022

3

 

 

Pomona Investment Fund

Consolidated Schedule of Investments

 

March 31, 2022

 

Private Equity Investments (105.68%)(a)(b)

 

Geographic
Region
(c)

   

Acquisition
Date

   

Fair Value

 

Direct Investments/Co-Investments (5.06%)

                       

BSV Opportunities B, F.C.R.E(d)

    Europe       12/16/2021     $ 7,057,192  

Dyal V Nimbus Cayman (B), L.P.(d)

    North America       09/10/2021       6,986,726  

Dyal V Nimbus U.S. (A), LLC(d)

    North America       09/10/2021       5,240,023  

Investcorp Aspen Offshore Fund, L.P.

    Rest of World       07/01/2019       6,800,045  

Roark Capital Partners II Sidecar, L.P.

    North America       10/18/2018       1,558,534  

Total Direct Investments/Co-Investments

                    27,642,520  
                         

Primary Investments (4.47%)

                       

Aberdeen U.S. Private Equity VIII (Offshore), L.P.

    Europe       04/11/2019       2,400,007  

Accel-KKR Growth Capital Partners IV, L.P.(d)

    North America       12/17/2021       (22,392 )

Berkshire Fund X-A, L.P.(d)

    North America       09/22/2020       1,260,051  

CB Offshore Equity Fund X, L.P.(d)

    North America       11/20/2020       940,000  

Clearlake Capital Partners VII (USTE), L.P.(d)

    North America       09/17/2021       (51,925 )

Dyal V Offshore Investors, L.P.

    North America       09/20/2021       2,864,615  

Genstar Capital Partners X, L.P.(d)

    North America       04/01/2021       679,442  

Green Equity Investors Side IX, L.P.(d)

    North America       03/01/2022        

Hellman & Friedman Capital Partners IX (Parallel), L.P.

    North America       09/28/2018       2,392,881  

Hellman & Friedman Capital Partners X (Parallel), L.P.(d)

    North America       05/10/2021       2,780,454  

Roark Capital Partners V (TE), L.P.

    North America       04/30/2018       5,380,532  

Roark Capital Partners VI (TE), L.P.(d)

    North America       01/28/2022       1,076,290  

TA XIV-B, L.P.(d)

    North America       05/27/2021       1,291,561  

The Veritas Capital Fund VII, L.P.(d)

    North America       10/10/2019       3,424,597  

The Veritas Capital Fund VIII, L.P.(d)

    North America       03/16/2022        

Thoma Bravo Explore Fund II-A, L.P.(d)

    North America       02/03/2022        

Thoma Bravo Fund XV-A, L.P.(d)

    North America       02/03/2022        

Total Primary Investments

                    24,416,113  
                         

Seasoned Primary Investments (7.68%)

                       

Aerospace, Transportation and Logistics Fund II, L.P.(d)

    North America       03/31/2019       2,514,208  

Avista Capital Partners (Offshore) IV, L.P.

    North America       12/01/2017       433,715  

Gryphon Partners IV, L.P.

    North America       12/31/2021       6,247,353  

Gryphon Partners VI-A, L.P.

    North America       12/17/2021       5,042,508  

Insight Partners (Cayman) XII Buyout Annex Fund, L.P.

    North America       10/26/2021       1,865,231  

Ironsides Offshore Direct Investment Fund V, L.P.(d)

    North America       12/31/2019       4,184,707  

L Catterton IX, L.P.

    North America       03/09/2021       4,559,157  

Merit Mezzanine Fund VI, L.P.

    North America       03/02/2018       2,945,657  

OceanSound Partners Fund, L.P.(d)

    North America       01/31/2022       5,340,169  

Sorenson Capital Partners IV-B, L.P.(d)

    North America       01/11/2022       4,842,402  

VSS Structured Capital Parallel III, L.P.

    North America       01/26/2018       3,937,805  

Total Seasoned Primary Investments

                    41,912,912  
                         

Secondary Investments (88.47%)

                       

ABRY Partners V, L.P.(d)

    North America       12/31/2018       4,315  

Accel-KKR Capital Partners CV III, L.P.(d)

    North America       06/30/2021       4,491,144  

Accel-KKR Capital Partners III, L.P.(d)

    North America       06/30/2021       17,713  

Advent International GPE VI-A Limited Partnership(d)

    North America       03/31/2021       188,587  

Advent International GPE VII-B Limited Partnership(d)

    North America       06/30/2015       845,685  

Advent International GPE VIII-B-2, L.P.(d)

    North America       03/31/2022       3,323,048  

Advent International GPE VIII-C Limited Partnership(d)

    North America       12/31/2019       2,429,533  

American Securities Partners V, L.P.(d)

    North America       03/31/2022       6,608  

American Securities Partners VI, L.P.(d)

    North America       03/31/2022       1,504,405  

AP VIII Private Investors Offshore (USD), L.P.

    North America       06/30/2017       86,509  

AP VIII Private Investors, LLC

    Europe       06/28/2019       1,740,634  

 

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

 

4

www.pomonainvestmentfund.com

 

 

Pomona Investment Fund

Consolidated Schedule of Investments

 

March 31, 2022

 

Private Equity Investments (105.68%)(a)(b) (continued)

 

Geographic
Region
(c)

   

Acquisition
Date

   

Fair Value

 

Secondary Investments (88.47%) (continued)

                       

Apax Europe VI - A, L.P.(d)

    Europe       12/30/2016     $ 730,568  

Apax Europe VII, L.P.(d)

    Europe       03/31/2021       61,970  

Apollo Investment Fund VI, L.P.(d)

    North America       12/31/2018       68,677  

Apollo Investment Fund VII, L.P.

    North America       09/29/2017       27,134  

Ares Corporate Opportunities Fund III, L.P.

    North America       12/31/2019       112,603  

Artiman Ventures III, L.P.(d)

    North America       03/31/2021       692,633  

Astorg VI SLP(d)

    Europe       03/31/2022       3,675,892  

Astorg VII SLP(d)

    Europe       03/31/2022       6,391,827  

Atlas Capital Resources, L.P.

    North America       06/30/2021       4,283,873  

Audax Mezzanine Fund III, L.P.

    North America       09/30/2016       583,799  

Audax Private Equity Fund Aspen CF, L.P.(d)

    North America       03/24/2022       3,301,057  

Audax Private Equity Fund II, L.P.(d)

    North America       12/31/2018       26,092  

Audax Private Equity Fund III, L.P.

    North America       09/30/2015       250,762  

Audax Private Equity Fund, L.P.(d)

    North America       12/31/2018       13,380  

Audax Senior Loan Fund III, L.P.

    North America       09/28/2018       350,480  

Avista Capital Partners (Offshore) II, L.P.(d)

    North America       12/31/2019       370,942  

Avista Capital Partners III, L.P.(d)

    North America       12/31/2019       54,560  

Avista Healthcare Partners, L.P.(d)

    North America       12/31/2019       229,481  

Bain Capital Asia Fund II, L.P.(d)

    North America       12/31/2019       2,501,890  

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

    North America       06/30/2015       199,023  

Bain Capital Europe Fund III, L.P.(d)

    North America       12/30/2016       140,731  

Bain Capital Fund VII, L.P.(d)

    North America       12/29/2017       8,168,477  

Bain Capital Fund X, L.P.(d)

    North America       12/30/2015       2,059,356  

Bain Capital VII Coinvestment Fund, L.P.(d)

    North America       12/29/2017       110,028  

BC Asia III Private Investors, L.P.

    North America       06/30/2020       2,525,827  

BC Europe IV Private Investors, L.P.

    North America       06/30/2020       1,504,061  

BC European Capital IX-8, L.P.(d)

    Europe       12/31/2020       1,317,433  

BC Life Sciences Private Investors, L.P.(d)

    North America       06/30/2020       2,612,198  

BC XI Private Investor, L.P.

    North America       06/30/2020       2,846,153  

BC XII Private Investors, L.P.(d)

    North America       06/30/2020       4,743,476  

BCP V-S, L.P.(d)

    North America       09/29/2017       37,098  

Berkshire Fund IX, L.P.

    North America       09/03/2021       11,402,844  

Berkshire Fund VI, Limited Partnership(d)

    North America       12/31/2018       4,759,962  

Berkshire Fund VII, L.P.(d)

    North America       12/31/2018       255,709  

Berkshire Fund VIII (IND), L.P.

    North America       09/03/2021       8,395,211  

Blackstone Capital Partners V, L.P.(d)

    North America       09/29/2017       127,681  

Bridgepoint Europe IV, L.P.

    Europe       03/31/2021       220,124  

Carlyle Partners V, L.P.(d)

    North America       12/31/2019       138,802  

Catterton Growth Partners, L.P.(d)

    North America       06/30/2021       983,127  

CD&R Value Building Partners I, L.P.(d)

    North America       12/02/2021       9,443,120  

CDRF8 Private Investors, LLC

    North America       06/30/2017       292,360  

Cerberus Institutional Partners L.P. - Series Four

    North America       12/30/2016       165,556  

Charlesbank Equity Fund IX, Limited Partnership(d)

    North America       03/31/2022       3,400,000  

Charlesbank Equity Fund VIII, Limited Partnership(d)

    North America       03/31/2022       1,350,000  

Charterhouse Capital Partners IX, L.P.(d)

    Europe       12/31/2021       109,636  

CHP III, L.P.(d)

    North America       09/29/2017       281,715  

CI Capital Investors II, L.P.(d)

    North America       12/31/2019       160,737  

CI Capital Investors III, L.P.(d)

    North America       12/31/2019       1,089,432  

Clearlake Capital Partners IV, L.P.

    North America       12/31/2019       2,127,166  

Clearlake Opportunities Partners (P-Offshore) L.P(d)

    North America       12/31/2019       996,781  

Coller International Partners VI, L.P.(d)

    Europe       12/31/2021       549,122  

Comvest Capital II International (Cayman), L.P.

    North America       06/29/2018       369,176  

 

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

 

Annual Report | March 31, 2022

5

 

 

Pomona Investment Fund

Consolidated Schedule of Investments

 

March 31, 2022

 

Private Equity Investments (105.68%)(a)(b) (continued)

 

Geographic
Region
(c)

   

Acquisition
Date

   

Fair Value

 

Secondary Investments (88.47%) (continued)

                       

Comvest Capital III International (Cayman), L.P.

    North America       06/29/2018     $ 830,828  

Court Square Capital Partners (Offshore) III, L.P.

    North America       12/31/2020       1,076,995  

DCM IV, L.P.(d)

    North America       06/30/2015       97,058  

DCM V, L.P.(d)

    North America       06/30/2015       315,781  

DCM VI, L.P.(d)

    North America       06/30/2015       1,205,529  

Dyal US Investors, L.P.(d)

    North America       03/31/2022       1,684,037  

Endeavour Capital Fund V, L.P.(d)

    North America       03/31/2021       7,504  

Energy Capital Partners II-C, L.P.(d)

    North America       03/31/2021       44,824  

EQT VI (No. 1) Limited Partnership(d)

    Europe       12/31/2021       6,753  

EQT VII (No. 1) Limited Partnership(d)

    Europe       12/31/2020       1,117,062  

EQT VIII (No. 1) SCSp(d)

    Europe       12/31/2020       1,858,026  

Equistone Partners Europe Fund IV, L.P.(d)

    Europe       12/31/2021       773,249  

Fifth Cinven Fund (No.3) Limited Partnership(d)

    Europe       12/31/2021       2,497,599  

Francisco Partners II, L.P.(d)

    North America       12/31/2018       202,479  

FSN Capital IV, L.P.(d)

    Europe       12/31/2019       430,282  

General Atlantic Investment Partners 2013, L.P.

    North America       12/31/2019       2,964,000  

Genstar Capital Partners V, L.P.(d)

    North America       03/31/2022       290,164  

Genstar Capital Partners VI, L.P.(d)

    North America       03/31/2022       1,557,446  

Genstar Capital Partners VII (EU), L.P.(d)

    North America       12/31/2020       840,511  

Genstar Capital Partners VII, L.P.(d)

    North America       03/31/2022       7,314,432  

Genstar Capital Partners VIII BL (EU), L.P.(d)

    North America       12/31/2020       2,800,844  

Genstar VIII Opportunities Fund I (EU), L.P.(d)

    North America       12/31/2020       1,783,096  

GESD Investors II, L.P.(d)

    North America       09/29/2017       84,714  

Green Equity Investors CF II, L.P.(d)

    North America       11/30/2021       1,224,085  

Green Equity Investors CF, L.P.

    North America       04/26/2021       2,932,432  

Green Equity Investors Side VI, L.P.

    North America       06/30/2021       6,258,228  

Green Equity Investors V, L.P.(d)

    North America       09/29/2017       292,434  

Gridiron Capital Fund II, L.P.

    North America       12/31/2019       811,296  

Gridiron Energy Feeder I, L.P.(d)

    North America       05/10/2017       2,394,235  

Gryphon Co-Invest Fund IV, L.P.

    North America       12/31/2020       312,453  

Gryphon Partners 3.5, L.P.

    North America       12/31/2020       343,651  

Gryphon Partners IV, L.P.(d)

    North America       12/31/2020       1,922,263  

Gryphon Partners V-A, L.P.(d)

    North America       12/31/2020       2,708,646  

GS Capital Partners VI Parallel, L.P.(d)

    North America       12/31/2019       55,229  

GSO Capital Opportunities Overseas Fund, L.P.(d)

    North America       12/30/2015       64,388  

GSO Private Investors Offshore II, L.P.(d)

    North America       06/30/2017       65,686  

GTCR Fund X/C, L.P.(d)

    North America       12/31/2021       13,607  

H&F Arrow 2, L.P.(d)

    North America       04/13/2021       2,086,346  

H&F Executives Fund IX, L.P.(d)

    North America       09/30/2020       2,985,493  

H&F Executives Fund VIII, L.P.

    North America       09/30/2020       3,966,474  

H.I.G. Bayside Debt & LBO Fund II, L.P.(d)

    North America       12/31/2018       789,827  

H.I.G. Bayside Loan Opportunity Cayman Fund II, L.P.

    North America       03/31/2021       141,540  

H.I.G. Capital Partners IV, L.P.

    North America       12/31/2018       602,997  

Halifax Capital Partners IV, L.P.(d)

    North America       03/31/2022       4,392,981  

Hamilton Lane-Carpenters Partnership Fund IV, L.P.(d)

    North America       03/31/2022       16,505,836  

Hamilton Lane-Carpenters Partnership Fund V, L.P.(d)

    North America       03/31/2022       5,161,872  

Hellman & Friedman Capital Partners VI, L.P.(d)

    North America       03/31/2019       135,624  

Hellman & Friedman Capital Partners VII (Parallel), L.P.

    North America       06/28/2019       1,354,840  

Hellman & Friedman Capital Partners VII, L.P.

    North America       06/30/2021       944,961  

HFCP VII (Parallel-A), L.P.

    North America       09/30/2021       475,053  

HgCapital 5, L.P.(d)

    Europe       12/31/2018       669  

HPE Continuation Fund I C.V.(d)

    Europe       05/27/2021       4,841,497  

 

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

 

6

www.pomonainvestmentfund.com

 

 

Pomona Investment Fund

Consolidated Schedule of Investments

 

March 31, 2022

 

Private Equity Investments (105.68%)(a)(b) (continued)

 

Geographic
Region
(c)

   

Acquisition
Date

   

Fair Value

 

Secondary Investments (88.47%) (continued)

                       

Icon Partners II, L.P.(d)

    North America       04/27/2021     $ 920,052  

Icon Partners III, L.P.(d)

    North America       05/10/2021       4,124,985  

Insight Equity I, L.P.(d)

    North America       12/31/2018       21,053  

Insight Equity II, L.P.(d)

    North America       12/31/2018       367,639  

Insight Partners Continuation Fund, L.P.(d)

    North America       08/14/2019       9,978,178  

Insight Venture Partners (Cayman) IX, L.P.

    North America       09/30/2019       3,282,525  

Insight Venture Partners (Cayman) VIII, L.P.(d)

    North America       09/30/2019       1,905,022  

Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.

    North America       09/30/2019       509,440  

Insight Venture Partners Coinvestment Fund II, L.P.(d)

    North America       06/30/2015       1,162,479  

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

    North America       06/30/2015       248,863  

Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P.

    North America       09/30/2019       1,112,455  

Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P.

    North America       09/30/2019       70,672  

Insight Venture Partners IX, L.P.

    North America       09/30/2019       84,893  

Insight Venture Partners VII, L.P.(d)

    North America       06/30/2015       2,413,477  

Insight Venture Partners VIII (Co-Investors), L.P.(d)

    North America       12/31/2019       227,935  

Insight Venture Partners VIII, L.P.(d)

    North America       06/30/2015       2,906,873  

JMI Equity Fund VI, L.P.

    North America       09/29/2017       22,043  

Kelso Investment Associates IX, L.P.(d)

    North America       03/31/2022       2,358,538  

Kelso Investment Associates VIII, L.P.

    North America       09/29/2017       645,625  

KKR 2006 Fund, L.P.

    North America       09/29/2017       71,538  

KKR 2006 Private Investors Offshore, L.P.

    North America       06/30/2017       241,136  

KKR Americas Fund XII, L.P.

    North America       03/31/2021       4,038,471  

KKR China Growth Fund, L.P.(d)

    North America       12/31/2021       647,247  

KKR North America Fund XI, L.P.

    North America       12/31/2021       1,982,060  

KPS Special Situations Fund III (Supplemental Feeder), Ltd.(d)

    North America       09/29/2017       16,840  

KPS Special Situations Fund III, L.P.(d)

    North America       09/29/2017       9,664  

Lightspeed Venture Partners IX, L.P.(d)

    North America       12/31/2020       3,907,009  

Lion/Simba Investors, L.P.

    Europe       12/21/2020       3,850,651  

Littlejohn Fund III, L.P.(d)

    North America       12/31/2018       20,987  

Littlejohn Fund IV, L.P.(d)

    North America       12/30/2015       646,172  

Lovell Minnick Equity Partners III, L.P.(d)

    North America       06/30/2021       1,119,373  

Madison Dearborn Capital Partners VI-C, L.P.

    North America       03/31/2021       208,250  

Madison Dearborn Capital Partners VII, L.P.(d)

    North America       03/31/2022       8,634,177  

Madison International Real Estate Liquidity Fund V(d)

    North America       06/30/2015       2,931  

Marlin Equity III, L.P.(d)

    North America       06/30/2021       45,968  

Mason Wells Buyout Fund III Limited Partnership(d)

    North America       03/31/2021       13,505  

MDP Fund, L.P.(d)

    Europe       06/30/2015       111,352  

Merchant Banking Partners IV, L.P.(d)

    North America       09/29/2017       22,871  

Montagu+ SCSp(d)

    Europe       11/10/2021       7,892,820  

Montreux Equity Partners IV, L.P.(d)

    North America       09/29/2017       411,250  

MPE Partners II, L.P.

    North America       06/28/2019       1,228,669  

MSouth Equity Partners II, L.P.(d)

    North America       12/31/2019       487,720  

Nautic Partners VI-A, L.P.(d)

    North America       12/31/2019       809,491  

Navis Asia Fund VI, L.P.

    Rest of World       03/31/2021       199,563  

NB SPV, L.P.(d)

    North America       09/01/2021       5,000,000  

New Enterprise Associates 12, Limited Partnership(d)

    North America       09/29/2017       55,074  

New Mountain Partners III, L.P.

    North America       09/29/2017       45,453  

NewView Capital Fund I, L.P.(d)

    North America       10/31/2018       7,086,133  

North Bridge Growth Equity I, L.P.(d)

    North America       12/31/2020       60,051  

North Bridge Growth Equity II, L.P.(d)

    North America       12/31/2020       12,505,636  

Oak Investment Partners XII, Limited Partnership(d)

    North America       03/31/2019       93,979  

Oaktree Opportunities Fund IX (Cayman), L.P.(d)

    North America       12/31/2021       1,983,092  

 

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

 

Annual Report | March 31, 2022

7

 

 

Pomona Investment Fund

Consolidated Schedule of Investments

 

March 31, 2022

 

Private Equity Investments (105.68%)(a)(b) (continued)

 

Geographic
Region
(c)

   

Acquisition
Date

   

Fair Value

 

Secondary Investments (88.47%) (continued)

                       

Oaktree Opportunities Fund VIII (Cayman), Ltd.

    North America       12/31/2021     $ 22,262  

Oaktree Private Investment Fund 2010, L.P.

    North America       06/30/2015       69,794  

Paladin III (HR), L.P.(d)

    North America       09/29/2017       326,900  

Pamlico Capital III, L.P.

    North America       12/31/2019       4,922,077  

Parthenon Investors II, L.P.(d)

    North America       12/31/2018       229,757  

Parthenon Investors III, L.P.

    North America       12/31/2018       1,474,016  

Pegasus WSJLL Fund, L.P.(d)

    North America       12/13/2021       8,409,817  

Permira IV Feeder, L.P.(d)

    Europe       04/23/2020       14,305,021  

Platinum Equity Capital Partners II(d)

    North America       09/29/2017       233,847  

PRO SPV, L.P.(d)

    North America       09/01/2021       7,075,289  

Providence Equity Partners IV Offshore, L.P.(d)

    North America       12/30/2016       16,694  

Providence Equity Partners V, L.P.(d)

    North America       12/30/2016       35,725  

Providence Equity Partners VI, L.P.(d)

    North America       12/30/2016       1,541,239  

Providence Equity Partners VII, L.P.

    North America       09/29/2017       337,065  

PT2-A, L.P.(d)

    North America       12/16/2021       6,268,274  

PTEV-A, L.P.(d)

    North America       12/30/2021       3,296,327  

RCF V Annex Fund, L.P.(d)

    Rest of World       06/30/2021       24,058  

Resource Capital Fund V, L.P.(d)

    Rest of World       06/30/2021       64,063  

Riverside Capital Appreciation Fund V, L.P.

    North America       03/31/2021       328,109  

Roark Capital Partners II, L.P.

    North America       06/29/2018       1,504,983  

Roark Capital Partners III, L.P.

    North America       06/29/2018       1,706,925  

Roark Capital Partners IV, L.P.

    North America       01/28/2022       1,055,532  

Samson Brunello 2, L.P.(d)

    North America       02/19/2021       1,406,743  

Samson Hockey 2, L.P.

    North America       12/23/2020       1,756,525  

Samson Shield 2, L.P.(d)

    North America       12/23/2020       4,048,590  

Saw Mill Capital Partners, L.P.(d)

    North America       09/29/2017       65,215  

Seidler Equity Partners IV, L.P.

    North America       06/30/2021       1,738,709  

Silver Lake Partners III, L.P.(d)

    North America       12/31/2018       117,730  

Silver Lake Partners V, L.P.

    North America       06/30/2020       2,982,976  

Sixth Cinven Fund (No. 4) Limited Partnership

    Europe       06/28/2019       3,209,255  

Sixth Street Opportunities Partners III (B), L.P.

    North America       06/30/2015       36,240  

SL SPV-2, L.P.(d)

    North America       02/14/2019       970,819  

Sorenson Capital Partners III, L.P.(d)

    North America       12/31/2021       12,704,042  

Sterling Capital Partners IV, L.P.(d)

    North America       12/31/2021       1,170,043  

Summit Partners Growth Equity Fund VIII-B, L.P.(d)

    North America       12/31/2021       1,739,377  

Summit Partners Private Equity Fund VII-A, L.P.(d)

    North America       12/31/2018       465,376  

Summit Ventures VI-A, L.P.(d)

    North America       12/31/2018       233,458  

Sun Capital Partners IV, L.P.

    North America       12/31/2018       95,378  

Sun Capital Partners V, L.P.

    North America       12/31/2018       278,570  

SunTx Capital Partners II, L.P.(d)

    North America       12/31/2019       1,709,475  

TA Atlantic and Pacific VI, L.P.

    North America       03/31/2021       102,904  

TCW/Crescent Mezzanine Partners VB, L.P.

    North America       12/30/2015       31,212  

Tennenbaum Opportunities Fund V, LLC

    North America       09/29/2017       277,160  

The Veritas Capital Fund III, L.P.(d)

    North America       09/29/2017       2,303  

The Veritas Capital Fund V, L.P.(d)

    North America       06/28/2019       25,344,170  

The Veritas Capital Fund VI, L.P.(d)

    North America       03/31/2022       14,276,165  

Thomas H. Lee Parallel (Cayman) Fund VII, L.P.

    North America       06/29/2018       2,465,150  

TowerBrook Investors III, L.P.(d)

    North America       12/31/2019       38,192  

TPF II-A, L.P.(d)

    North America       12/31/2019       91,450  

TPG Growth III (A), L.P.

    North America       12/31/2019       2,196,295  

TPG Partners V, L.P.(d)

    North America       09/29/2017       8,506  

TPG Partners VI, L.P.

    North America       09/29/2017       831,460  

 

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

 

8

www.pomonainvestmentfund.com

 

 

Pomona Investment Fund

Consolidated Schedule of Investments

 

March 31, 2022

 

Private Equity Investments (105.68%)(a)(b) (continued)

 

Geographic
Region
(c)

   

Acquisition
Date

   

Fair Value

 

Secondary Investments (88.47%) (continued)

                       

TPG STAR, L.P.

    North America       09/29/2017     $ 217,724  

Triton Fund III, L.P.

    Europe       03/31/2021       63,846  

Vista Equity Partners Fund V, L.P.(d)

    North America       09/28/2018       16,146,794  

Warburg Pincus Private Equity XI, L.P.(d)

    North America       12/31/2021       6,092,496  

Warburg Pincus Private Equity XII, L.P.(d)

    North America       03/31/2022       7,061,776  

Webster Equity Partners Bristol CF, L.P.(d)

    North America       10/15/2021       9,244,277  

White Deer Fund I Liquidating Trust(d)

    North America       06/30/2021       156,864  

Wind Point Partners AAV, L.P.(d)

    North America       06/29/2021       907,851  

Wind Point Partners VII-B, L.P.(d)

    North America       09/29/2017       566,274  

WP AUSA, L.P.(d)

    North America       07/22/2019       8,243,832  

Total Secondary Investments

                    482,970,655  
                         

Total Private Equity Investments

                       

(Cost $480,322,614)

                  $ 576,942,200  
                         

Short-Term Investments (0.12%)

 

 

   

 

   

Fair Value

 

Money Market Funds (0.12%)

                       

JPMorgan US Government Money Market Fund, 0.01%(e)

                  $ 628,336  
                         

Total Money Market Funds

                    628,336  
                         

Total Short-Term Investments

                       

(Cost $628,336)

                  $ 628,336  
                         
                         

Total Investments (105.79%)

                       

(Cost $480,950,950)

                  $ 577,570,536  
                         

Liabilities in Excess of Other Assets (-5.79%)

                    (31,628,431 )

Net Assets (100.00%)

                  $ 545,942,105  

  

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

 

Annual Report | March 31, 2022

9

 

 

Pomona Investment Fund

Consolidated Schedule of Investments

 

March 31, 2022

 

(a)

Private Equity Investments 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, 2022 was $480,322,614 and $576,942,200, respectively.

 

(b)

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 Private Equity Investment does not necessarily reflect the actual cost of each such investment. The information regarding the Private Equity Investments, as listed in the Consolidated Schedule of Investments above, has not been prepared, reviewed or approved by any such Private Equity Fund or any general partner, manager or sponsor of such Private Equity Investments or any of their respective affiliates. As of March 31, 2022, the aggregate cost of each investment restricted to resale was: $6,544,844, $3,254,210, $3,272,042, $5,009,015, $912,217, $1,783,722, $-, $804,761, $916,381, $-, $1,768,335, $615,145, $-, $1,820,192, $2,725,853, $3,506,839, $1,048,510, $1,350,000, $2,072,060, $-, $-, $-, $1,791,261, $389,245, $3,451,393, $4,764,751, $1,875,000, $2,303,198, $3,765,851, $2,688,994, $4,225,846, $3,530,076, $2,889,212, $28,494, $3,718,162, $11,589, $41,815, $1,710,924, $2,920,982, $1,647,972, $4,125, $1,149,450, $166,447, $1,981,206, $465,371, $20,004, $207,218, $301,779, $585,763, $547,290, $4,380,315, $4,502,949, $1,640,150, $1,432,928, $3,301,057, $3,942, $2,308,026, $2,154, $467,635, $202,529, $-, $370,995, $2,292,774, $13,523, $822,290, $5,516,370, $4,076,003, $49,683, $744,739, $812,657, $1,478,499, $650,310, $1,099,681, $2,287,786, $47,747, $9,207,185, $6,040,488, $992,633, $7,097,499, $444,287, $130,322, $203,464, $209,397, $10,018,575, $314,006, $688,460, $2,586,772, $926,157, $-, $269,631, $-, $1,797,372, $1,616,523, $616,478, $305,546, $463,350, $1,807,384, $901,020, $133,659, $1,192,677, $1,810,701, $1,061,254, $635, $22,185, $-, $922,412, $1,176,184, $582,910, $2,508,048, $117,196, $277,596, $2,151,855, $212,384, $1,309,870, $781,097, $6,088,049, $1,724,806, $1,267,441, $27,528, $1,185,423, $2,048, $4,714,157, $6,553,187, $1,884,241, $1,741,331, $337,808, $201,423, $1,986,873, $2,126,265, $44,120, $261,086, $209,865, $-, $1,232,856, $2,193,987, $1,650,754, $794,748, $73,605, $1,701,939, $5,040,503, $13,148,409, $4,270,715, $311,000, $7,870,967, $671,377, $968,279, $15,508, $3,267,891, $478,849, $3,373,961, $157,636, $822,646, $5,179,717, $1,731,742, $1,355,769, $522,614, $577,528, $224,400, $701,194, $43,721, $44,011, $1,655,999, $168,716, $2,150,167, $2,477, $1,749,683, $800,503, $197,690, $156,327, $2,967,690, $237,822, $962,138, $496,027, $487,022, $2,071,441, $2,820,173, $10,272, $2,009,981, $740,734, $304,638, $7,183,020, $13,706, $29,533, $233,687, $1,881,982, $-, $6,650,126, $352,649, $-, $1,364,746, $751,526, $292,985, $5,000,000, $122,223, $942,670, $3,830,976, $115,171, $9,932,381, $171,384, $1,130,808, $320, $45,196, $7,416, $1,495,869, $229,506, $510,507, $8,456,626, $4,020,346, $318,887, $5,553,019, $19,151, $367,900, $3,909,950, $248,782, $6,300,000, $4,133,341, $6,023, $14,852, $141,130, $810,797, $886,850, $803,389, $895,853, $903,850, $4,006,937, $675,116, $2,057,705, $890,415, $1,959,067, $1,818,789, $25,145, $492,805, $11,708,762, $956,950, $1,118,057, $586,313, $309,279, $243,191, $498,522, $1,097,436, $33,677, $223,457, $129,083, $364,685, $16,976,877, $14,548,349, $2,170,659, $267,492, $19,744, $2,040,807, $325,255, $1,927,737, $515,409, $276,706, $12,724,962, $4,591,551, $6,336,494, $9,278,523, $66,690, $925,725, $399,139 and $4,895,000 totaling $480,322,614.

 

(c)

In the case of Private Equity Investments, geographic region generally refers to where the general partner is headquartered and may be different from where a Private Equity Investment invests or operates.

 

(d)

Non-income producing security.

 

(e)

The rate shown is the annualized 7-day yield as of March 31, 2022.

 

The information regarding the Private Equity Investments, as presented above, has not been prepared, reviewed or approved by any such Private Equity Fund or any general partner, manager or sponsor of such Private Equity Investments or any of their respective affiliates.

 

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

 

10

www.pomonainvestmentfund.com

 

 

Pomona Investment Fund

Consolidated Statement of Assets and Liabilities

 

March 31, 2022

 

ASSETS:

       

Private Equity Investments, at fair value (Cost, $480,322,614)

  $ 576,942,200  

Short-Term Investments, at fair value (Cost, $628,336)

    628,336  

Cash

    42,234,548  

Cash held in foreign currency denominations (Cost, $17,302,636)

    17,473,587  

Private Equity Investments paid in advance

    467,867  

Deferred financing costs

    91,228  

Distributions from Private Equity Investment receivable

    32,459  

Deferred offering costs

    20,081  

Interest receivable

    5,355  

Total Assets

    637,895,661  

LIABILITIES:

       

Loan payable

    47,990,882  

Payable for investments purchased, not yet settled

    37,628,002  

Management fees payable

    2,362,180  

Payable for shares repurchased

    1,370,077  

Sub-Administration fees

    493,827  

Professional fees payable

    416,237  

Distribution and servicing fee payable

    376,966  

Due to affiliates

    366,320  

Administration fee payable

    357,906  

Commitment and interest fee payable

    317,720  

Other accrued expenses

    176,114  

Expense recoupment payable

    97,325  

Total Liabilities

    91,953,556  

Commitments and contingencies (see Notes 9 and 10)

       

Net Assets

  $ 545,942,105  

Net Assets

       

Paid-in capital

  $ 405,112,224  

Total distributable earnings

    140,829,881  

Net Assets

  $ 545,942,105  
         

Net Assets Attributable to:

       

Class A Shares

  $ 273,039,114  

Class M2 Shares

    1,159,879  

Class I Shares

    271,743,112  
      545,942,105  
         

Shares Outstanding:

       

Class A Shares

    18,458,414  

Class M2 Shares

    75,260  

Class I Shares

    17,630,460  
      36,164,134  
         

Net asset value per share:

       

Class A Shares

  $ 14.79  

Class M2 Shares

  $ 15.41  

Class I Shares

  $ 15.41  

 

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

 

Annual Report | March 31, 2022

11

 

 

Pomona Investment Fund

Consolidated Statement of Operations

 

For the Year Ended March 31, 2022

 

Income

       

Dividend income

  $ 3,122,996  

Interest income

    1,676,989  

Other income

    593,114  

Total Income

    5,393,099  
         

Expenses

       

Management fees

    7,863,562  

Distribution and servicing fee

    1,338,857  

Administration fee

    1,191,449  

Professional fees

    1,091,499  

Commitment and interest fees

    1,036,368  

Sub-Administration fees

    1,021,449  

Transfer agent fees

    254,660  

Other expenses

    781,372  

Total expenses

    14,579,216  

Less: Waiver and/or expense reimbursements

    (20,298 )

Net Expenses

    14,558,918  

Net Investment Loss

    (9,165,819 )
         

Net Realized Gain and Change in Unrealized Appreciation/(Depreciation) on Private Equity Investments and Foreign Currency

       

Net realized gain from Private Equity Investments

    66,014,771  

Net realized gain on foreign currency transactions

    672,111  

Total net realized gain from Private Equity Investments and foreign currency

    66,686,882  
         

Net change in unrealized appreciation/(depreciation) on Private Equity Investments

    39,141,704  

Net change in unrealized appreciation/(depreciation) on foreign currency translation

    1,081,677  
         

Net Realized Gain and Change in Unrealized Appreciation/(Depreciation) on Private Equity Investments and Foreign Currency

    106,910,263  

Net Increase in Net Assets from operations

  $ 97,744,444  

 

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

 

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Pomona Investment Fund

Consolidated Statements of
Changes in Net Assets

 

 

 

For the
Year Ended
March 31, 2022

   

For the
Year Ended
March 31, 2021
(a)

 

Operations

               

Net investment loss

  $ (9,165,819 )   $ (1,911,953 )

Net realized gain from Private Equity Investments and foreign currency transactions

    66,686,882       32,011,620  

Net change in unrealized appreciation/(depreciation) on from Private Equity Investments and foreign currency translation

    40,223,381       82,006,745  

Net increase in Net Assets from operations

    97,744,444       112,106,412  
                 

Distributions to Shareholders

               

Capital gains:

               

Class A Shares

    (27,689,197 )     (4,194,854 )

Class M2 Shares

    (139,586 )     (258,495 )

Class I Shares

    (24,662,167 )     (3,380,302 )

Return of capital:

               

Class A shares

          (4,154,285 )

Class M2 shares

          (256,307 )

Class I shares

          (3,356,586 )

Decrease in Net Assets from distributions to Shareholders

    (52,490,950 )     (15,600,829 )
                 

Net Assets Transactions

               

Class A Shares

               

Proceeds from sale of shares

    58,886,357       18,144,365  

Reinvestment of distributions

    23,456,847       7,836,112  

Exchange of shares

    1,208,126       (604,160 )

Repurchase of shares

    (1,967,215 )     (2,643,240 )

Total Class A Transactions

    81,584,115       22,733,077  

Class M2 Shares

               

Proceeds from sale of shares

           

Reinvestment of distributions

    49,913       478,338  

Exchange of shares

           

Repurchase of shares

    (8,160,282 )     (2,005,796 )

Total Class M2 Transactions

    (8,110,369 )     (1,527,458 )

Class I Shares

               

Proceeds from sale of shares

    94,556,681       32,497,025  

Reinvestment of distributions

    15,977,695       4,476,855  

Exchange of shares

    (1,208,126 )     604,285  

Repurchase of shares

    (11,381,087 )     (2,546,794 )

Total Class I Transactions

    97,945,163       35,031,371  
                 

Increase in Net Assets from capital transactions

    171,418,909       56,236,990  
                 

Net Assets

               

Beginning of year

    329,269,702       176,527,129  

End of year

  $ 545,942,105     $ 329,269,702  

 

(a)

The Fund was audited by an independent registered public accounting firm other than Ernst & Young LLP.

 

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

 

Annual Report | March 31, 2022

13

 

 


Pomona Investment Fund

Consolidated Statements of
Changes in Net Assets

 

 

 

For the
Year Ended
March 31, 2022

   

For the
Year Ended
March 31, 2021
(a)

 

Fund Share Transaction

               

Shares sold

    4,122,878       1,695,627  

Shares reinvested

    1,674,365       743,859  

Shares exchanged

    86,237       (58,477 )

Shares redeemed

    (132,214 )     (229,863 )

Net increase in Class A Shares outstanding

    5,751,266       2,151,146  
                 

Shares sold

           

Shares reinvested

    3,429       44,143  

Shares exchanged

           

Shares redeemed

    (522,368 )     (170,589 )

Net decrease in Class M2 Shares outstanding

    (518,939 )     (126,446 )
                 

Shares sold

    6,340,638       2,916,588  

Shares reinvested

    1,097,641       413,162  

Shares exchanged

    (82,996 )     57,050  

Shares redeemed

    (736,827 )     (206,941 )

Net increase in Class I Shares outstanding

    6,618,456       3,179,859  

 

(a)

The Fund was audited by an independent registered public accounting firm other than Ernst & Young LLP.

 

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

 

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Pomona Investment Fund

Consolidated Statement of Cash Flows

 

For the Year Ended March 31, 2022

 

Cash flows from operating activities

       

Net increase in Net Assets from operations

    97,744,444  

Adjustments to reconcile net increase in Net Assets from operations to net cash used in operating activities:

       

Purchases of Private Equity Investments

    (283,429,374 )

Capital distributions received from Private Equity Investments

    108,280,252  

Proceeds from sale of Private Equity Investments

    4,755,295  

Net realized gain from Private Equity Investments and foreign currency

    (66,686,882 )

Net change in unrealized appreciation on Private Equity Investments and foreign currency translation

    (40,223,381 )

Net proceeds from sale of short-term investments

    39,674,588  

Amortization of deferred offering costs

    43,466  

Amortization of deferred financing costs

    22,807  

Changes in operating assets and liabilities:

       

Increase in investments in Private Equity Investments

    (449,176 )

Increase in interest receivable

    (5,355 )

Decrease in expense waiver receivable

    169,813  

Increase in Distributions from Private Equity Investments receivable

    (32,459 )

Decrease in prepaid insurance

    129,200  

Increase in payable for Investments purchased, not yet settled

    36,581,848  

Decrease in other assets

    49,705  

Increase in management fees payable

    1,047,502  

Decrease in distribution and servicing fee payable

    (23,254 )

Increase in due to affiliates

    366,320  

Increase in professional fees payable

    157,460  

Increase in administration fee payable

    158,712  

Increase in commitment and interest fees payable

    172,861  

Increase in expense recoupment payable

    97,325  

Increase in sub-administration fee payable

    493,827  

Increase in other accrued expenses

    (347,328 )

Net cash used in operating activities

    (101,251,784 )
         

Cash flows from financing activities

       

Proceeds from sale of Shares

    153,443,039  

Payments for shares repurchased

    (21,398,868 )

Payment for distribution to shareholders

    (13,006,494 )

Payments for offering costs

    (46,731 )

Payments for financing costs

    (15,102 )

Borrowing received

    38,499,285  

Borrowing repaid

    (1,169,852 )

Net cash provided by financing activities

    156,305,277  
         

Net change in cash

    55,053,493  
         

Cash and cash equivalents at beginning of year

    4,654,642  
         

Cash and cash equivalents at end of year

    59,708,135  
         

 

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

 

Annual Report | March 31, 2022

15

 

 

Pomona Investment Fund

Consolidated Statement of Cash Flows

 

For the Year Ended March 31, 2022

 

Supplemental disclosure of operating activity

       

Cash paid for interest

    458,864  

Non-cash distributions received from Private Equity Investments

    4,408,780  
         

Supplemental disclosure of financing activity

       

Supplemental disclosure of reinvested distributions

    39,484,455  
         

Supplemental disclosure of cash and cash equivalents

       

Cash and cash equivalents at beginning of year

       

Cash

    4,654,642  

Cash held in foreign currency

     
         

Cash and cash equivalents at end of year

       

Cash

    42,234,548  

Cash held in foreign currency

    17,473,587  
         

Total cash and foreign currencies shown on the Consolidated Statement of Cash Flows

    59,708,135  

 

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

 

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Pomona Investment Fund

Consolidated Financial Highlights

For a Share Outstanding Throughout the Periods Presented

 

   

Class A Shares

 

 

 

For the
Year Ended
March 31, 2022

   

For the
Year Ended
March 31, 2021
(a)

   

For the
Year Ended
March 31, 2020
(a)

   

For the
Year Ended
March 31, 2019
(a)

   

For the
Year Ended
March 31, 2018
(a)

 

Net asset value - beginning of year

  $ 13.34     $ 9.14     $ 10.20     $ 10.44     $ 10.09  

Net increase in Net Assets from investment operations:

                                       

Net investment loss(b)

    (0.32 )     (0.11 )     (0.15 )     (0.15 )     (0.04 )

Net realized and unrealized gain on investments

    3.71       5.07       0.40       1.16       1.34  

Total income from investment operations:

    3.39       4.96       0.25       1.01       1.30  

Distributions from capital gains

    (1.94 )     (0.38 )     (1.31 )     (1.25 )     (0.95 )

Distributions from return of capital

          (0.38 )                  

Total distributions:

    (1.94 )     (0.76 )     (1.31 )     (1.25 )     (0.95 )

Net asset value - end of year

  $ 14.79     $ 13.34     $ 9.14     $ 10.20     $ 10.44  

Total Return(c)

    26.25 %     56.54 %     1.99 %     9.79 %     13.34 %

Ratios/Supplemental Data:

                                       

Net Assets, end of year (in thousands)

  $ 273,039     $ 169,545     $ 96,479     $ 94,109     $ 80,983  

Ratio of net investment loss to average Net Assets(d)

    (2.32 %)     (1.09 %)     (1.45 %)     (1.51 %)     (0.59 %)

Ratio of gross expenses to average Net Assets(e)(d)

    3.59 %     3.80 %     4.03 %     4.19 %     3.85 %

Ratio of expense waiver to average Net Assets

    (0.00 %)(h)     (0.31 %)     (0.48 %)     (0.50 %)     (0.71 %)

Ratio of net expenses to average Net Assets(f)(g)

    3.59 %     3.49 %     3.55 %     3.69 %     3.14 %

Portfolio turnover rate

    1.23 %     %     0.70 %     %     %

 

(a)

The Fund was audited by an independent registered public accounting firm other than Ernst & Young LLP.

(b)

Based on average shares outstanding during the year.

(c)

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.

(d)

The ratios do not include investment income or expenses of the Private Equity Investments in which the Fund invests.

(e)

Represents the ratio of expenses to average Net Assets absent fee waivers and/or expense reimbursement by the Adviser.

(f)

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 the Consolidated Financial Statements. This amount includes expenses incurred by the Fund for recoupment to the Adviser for expenses previously waived. Had the Fund not incurred such expenses, the annualized ratio of net expenses to average net assets would have been 3.53%, 3.49%, 3.55%, 3.69% and 3.14% for the years ended March 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(g)

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%.

(h)

Amount is less than 0.005%.

 

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

 

Annual Report | March 31, 2022

17

 

 

Pomona Investment Fund

Consolidated Financial Highlights

For a Share Outstanding Throughout the Periods Presented

 

   

Class M2 Shares

 

 

 

For the
Year Ended
March 31, 2022

   

For the
Year Ended
March 31, 2021
(a)

   

For the
Year Ended
March 31, 2020
(a)

   

For the
Year Ended
March 31, 2019
(a)

   

For the
Year Ended
March 31, 2018
(a)

 

Net asset value - beginning of year

  $ 13.76     $ 9.36     $ 10.36     $ 10.54     $ 10.11  

Net increase in Net Assets from investment operations:

                                       

Net investment loss(b)

    (0.24 )     (0.07 )     (0.26 )     (0.11 )     (0.02 )

Net realized and unrealized gain on investments

    3.83       5.23       0.57       1.18       1.40  

Total income from investment operations:

    3.59       5.16       0.31       1.07       1.38  

Distributions from capital gains

    (1.94 )     (0.38 )     (1.31 )     (1.25 )     (0.95 )

Distributions from return of capital

          (0.38 )                  

Total distributions:

    (1.94 )     (0.76 )     (1.31 )     (1.25 )     (0.95 )

Net asset value - end of year

  $ 15.41     $ 13.76     $ 9.36     $ 10.36     $ 10.54  

Total Return(c)

    26.95 %     57.37 %     2.54 %     10.40 %     13.97 %

Ratios/Supplemental Data:(d)

                                       

Net Assets, end of year (in thousands)

  $ 1,160     $ 8,177     $ 6,745     $ 908     $ 830  

Ratio of net investment loss to average Net Assets(e)

    (1.90 %)     (0.56 %)     (1.19 %)     (0.94 %)     0.01 %

Ratio of gross expenses to average Net Assets(f)(e)

    3.62 %     3.42 %     3.95 %     4.30 %     4.51 %

Ratio of expense waiver to average Net Assets(g)

    (0.42 %)     (0.49 %)     (0.79 %)     (1.18 %)     (1.83 %)

Ratio of net expenses to average Net Assets(g)(h)

    3.20 %     2.93 %     3.16 %     3.12 %     2.68 %

Portfolio turnover rate

    1.23 %     %     0.70 %     %     %

 

(a)

The Fund was audited by an independent registered public accounting firm other than Ernst & Young LLP.

(b)

Based on average shares outstanding during the year.

(c)

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.

(d)

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.

(e)

The ratios do not include investment income or expenses of the Private Equity Investments in which the Fund invests.

(f)

Represents the ratio of expenses to average Net Assets absent fee waivers and/or expense reimbursement by the Adviser.

(g)

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 the Consolidated Financial Statements.

(h)

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.

 

18

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Pomona Investment Fund

Consolidated Financial Highlights

For a Share Outstanding Throughout the Periods Presented

 

   

Class I Shares

 

 

 

For the
Year Ended
March 31, 2022

   

For the
Year Ended
March 31, 2021
(a)

   

For the
Year Ended
March 31, 2020
(a)

   

For the Period April 1,
2018 (Commencement
of Operations) to
Year Ended March 31,
2019
(a)

 

Net asset value - beginning of year

  $ 13.76     $ 9.36     $ 10.36     $ 10.54 (b) 

Net increase in Net Assets from investment operations:

                               

Net investment loss(c)

    (0.24 )     (0.05 )     (0.08 )     (0.07 )(d)

Net realized and unrealized gain on investments

    3.83       5.21       0.39       1.14  

Total income from investment operations:

    3.59       5.16       0.31       1.07  

Distributions from capital gains

    (1.94 )     (0.38 )     (1.31 )     (1.25 )

Distributions from return of capital

          (0.38 )            

Total distributions:

    (1.94 )     (0.76 )     (1.31 )     (1.25 )

Net asset value - end of year

  $ 15.41     $ 13.76     $ 9.36     $ 10.36  

Total Return(e)

    26.95 %     57.38 %     2.54 %     10.40 %(f)

Ratios/Supplemental Data:(g)

                               

Net Assets, end of year (in thousands)

  $ 271,743     $ 151,548     $ 73,303     $ 31,948  

Ratio of net investment loss to average Net Assets(h)

    (1.86 %)     (0.48 %)     (1.10 %)     (1.24 %)(i)

Ratio of gross expenses to average Net Assets(j)(h)

    3.05 %     3.23 %     3.62 %     3.86 %(i)

Ratio of expense waiver to average Net Assets(k)

    (0.00 %)(m)     (0.31 %)     (0.53 %)     (0.66 %)(i)

Ratio of net expenses to average Net Assets(k)(l)

    3.05 %     2.92 %     3.09 %     3.20 %(i)

Portfolio turnover rate

    1.23 %     %     0.70 %     %

 

(a)

The Fund was audited by an independent registered public accounting firm other than Ernst & Young LLP.

(b)

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.

(c)

Based on average shares outstanding during the year.

(d)

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

(e)

Total return assumes a subscription of a share in the class at the beginning of the period indicated and a repurchase of a Share on the last day of the period, and assumes reinvestment of all distributions during the period when owning Shares of the class. Total return is not annualized for periods less than twelve months.

(f)

Not annualized.

(g)

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.

(h)

The ratios do not include investment income or expenses of the Private Equity Investments in which the Fund invests.

(i)

Annualized.

(j)

Represents the ratio of expenses to average Net Assets absent fee waivers and/or expense reimbursement by the Adviser.

(k)

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 the Consolidated Financial Statements. This amount includes expenses incurred by the Fund for recoupment to the Adviser for expenses previously waived. Had the Fund not incurred such expenses, the annualized ratio of net expenses to average net assets would have been 2.99%, 2.92%, 3.09% and 3.20% for the years ended March 31, 2022, 2021, 2020, 2019 and 2018, respectively.

(l)

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%.

(m)

Amount is less than 0.005%.

 

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

 

Annual Report | March 31, 2022

19

 

 

Pomona Investment Fund

Consolidated Notes to Financial Statements

 

March 31, 2022

 

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 Fund seeks long-term capital appreciation by investing principally in private equity investments (“Private Equity Investments”). On August 3, 2017, in connection with the Fund’s revolving credit agreement with Barclays Bank PLC (the “Barclays Facility”), 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 and other private asset 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, 2022, the Fund offered three classes of shares; Classes A, I and M2 shares. All shares are continuously offered on a quarterly basis.

 

Class A Shares are offered at the then-current net asset value (“NAV”) 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 NAV 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.

 

Class M2 Shares are offered through intermediary wealth management platforms associated with private banks and trust companies, at the then-current NAV without an initial sales charge. The general minimum initial investment is $5,000,000. Class M2 shareholders do not pay a fee for distribution 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, and have ownership in the same underlying investment portfolio.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

The 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, a wholly owned-subsidiary of the Fund. All inter-company accounts and transactions have been eliminated.

 

As of March 31, 2022 the total value of investments held by the subsidiary is $429,559,904, or approximately 79% of the Fund’s net assets.

 

Valuation of Investments

The Fund follows the provisions of Fair Value Measurement set forth in ASC Topic 820 (“ASC 820”). 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”),

 

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Pomona Investment Fund

Consolidated Notes to Financial Statements

 

March 31, 2022

 

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 Private Equity Investments that the Fund makes normally do not have readily available market prices. Determining the fair value of Private Equity Investments 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 Private Equity Investments are estimates and are determined by the Adviser in accordance with the Valuation Procedures. If applicable, these estimates are net of management and performance incentive fees or allocations payable pursuant to the respective organizational documents of each Private Equity Investment. Ordinarily, the fair value of a Private Equity Investment held by the Fund is based on the net asset value (“NAV”) of that Private Equity Investment reported by its investment manager. If the Adviser determines that the most recent NAV reported by the investment manager of a Private Equity Investment does not represent the fair value or if the investment manager of a Private Equity Investment 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 previous NAV provided by an investment manager with other relevant information available at the time the Fund values its portfolio, including capital activity and material events occurring between the reference dates of the investment manager’s valuation and the relevant valuation date.

 

In accordance with ASU 2015-07, the Fund is using NAV as a practical expedient. For investments that do not have readily determinable fair values and for which it is not possible to use NAV as a practical expedient, such as certain Direct Investments/Co-Investments, the Administrator will review and value such investments using one or more of the following types of analyses:

 

 

Market comparable statistics and public trading multiples discounted for illiquidity, minority ownership and/or other factors for investments with similar characteristics.

 

Discounted cash flow analysis, including a terminal value or exit multiple.

 

The cost of the investment, if the cost is determined to best approximate the fair value of the investment.

 

Valuations implied by third-party investment in similar assets or issuers.

 

Cash

The Fund holds cash at UMB Bank N.A. (the “Custodian”) and JPMorgan Chase Bank, N.A. 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 by the Fund.

 

Short-term Investments

Short-term investments represent investments in money market instruments and money market mutual funds, and are recorded at NAV per share which approximates fair value. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less and may include U.S. Government securities, commercial paper, certificates of deposit and bankers acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements. There are no restrictions on the short-term investments held by the Fund.

 

Realized Gain/(Loss) on Investments, Interest Income, and Dividend Income

The Fund accounts for realized gains and losses, interest income, and dividend income on distributions received from Private Equity Investments based on the nature of such distributions as determined by each underlying investment manager.

 

Other Income from Private Equity Investments

The Fund accounts for other income on distributions received from Private Equity Investments based on the nature of such distributions as determined by the underlying investment fund managers. For the year ended March 31, 2022, the Fund earned other income of $593,114 which is reflected in Other income on the Consolidated Statement of Operations.

 

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. Expenses are allocated based on the NAV at the beginning of each quarter for each respective share class. Certain expenses of the Fund attributable to a particular share class will be allocated to the share class to which they are attributable.

 

Annual Report | March 31, 2022

21

 

 

Pomona Investment Fund

Consolidated Notes to Financial Statements

 

March 31, 2022

 

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.

 

Foreign Currency

Assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of investments and income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments in the Consolidated Statement of Operations.

 

3. FAIR VALUE DISCLOSURES

 

 

In accordance with ASC 820, 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 – Unadjusted quoted prices in active markets for identical investments 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 – Significant unobservable inputs

 

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. The Fund’s Private Equity Investments 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.

 

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, 2022:

 

Investments in Securities at Value

 

Level 1 - Unadjusted
Quoted Prices

   

Level 2 - Other Significant
Observable Inputs

   

Level 3 - Significant
Unobservable Inputs

   

Total

 

Short-Term Investments

  $ 628,336     $     $     $ 628,336  

TOTAL

  $ 628,336     $     $     $ 628,336  

 

As the Fund uses the NAV as a practical expedient to determine the fair value of certain Private Equity Investments, these investments have not been classified in the U.S. GAAP fair value hierarchy. As of March 31, 2022, $576,942,200 was fair valued utilizing NAV as a practical expedient.

 

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Pomona Investment Fund

Consolidated Notes to Financial Statements

 

March 31, 2022

 

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining value:

 

Asset Type

 

Balance as of
March 31, 2021

   

Realized Gain/
(Loss)

   

Change in
Unrealized
Appreciation/
Depreciation

   

Purchases

   

Sales Proceeds

   

Transfer into
Level 3

   

Transfer Out of
Level 3

   

Balance as of
March 31, 2022

 

Direct Investments/ Co-Investments

  $ 3,149,141     $ 2,309,696     $ (703,542 )   $     $ (4,755,295 )   $     $     $  
    $ 3,149,141     $ 2,309,696     $ (703,542 )   $     $ (4,755,295 )   $     $     $  

 

During the year ended March 31, 2022, the Fund did not have any transfers in or out of Level 3 of the fair value hierarchy. The Fund records all transfers at the end of each reporting period. The net change in unrealized appreciation/(depreciation) included in the Consolidated Statement of Operations attributable to Level 3 investments held at March 31, 2022 was zero.

 

A listing of the Private Equity Investment types held by the Fund and the related attributes, as of March 31, 2022, are shown in the table below:

 

Investment Category

Investment Strategy

Fair Value

Unfunded
Commitments

Redemption
Frequency*

Notice Period
(In Days)

Redemption Restrictions
Terms**

Direct Investments/ Co-Investments

Investments in an operating company alongside other investors

$ 27,642,520

$ 4,139,652

None

N/A

Liquidity in the form of distributions from Private Equity Investments

Primary

Investments in newly established private equity funds

24,416,113

71,512,884

None

N/A

Liquidity in the form of distributions from Private Equity Investments

Seasoned Primary

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

41,912,912

20,934,091

None

N/A

Liquidity in the form of distributions from Private Equity Investments

Secondary

Investments in existing Private Equity Investments that are typically acquired in privately negotiated transactions

482,970,655

90,799,985

None

N/A

Liquidity in the form of distributions from Private Equity Investments

 

*

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

 

**

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

 

The fair value relating to certain underlying investments of these Private Equity Investments, for which there is no readily available market, has been estimated by the respective Private Equity Investment’s management and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a readily available market for the investments existed. These differences could be material.

 

Annual Report | March 31, 2022

23

 

 

Pomona Investment Fund

Consolidated Notes to Financial Statements

 

March 31, 2022

 

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 Private Equity Investment 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 NAV (before any repurchases of Shares) (the “Management Fee”). For the year ended March 31, 2022, the Fund incurred a Management Fee of $7,863,562.

 

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 NAV (before any repurchase of Shares) (the “Administration Fee”). For the year ended March 31, 2022, the Fund incurred an Administration Fee of $1,191,449.

 

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, 2023 (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 NAV (the “Expense Cap”). Specified Expenses include: (i) the Management Fee; (ii) all fees and expenses of Private Equity Investments 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, 2022, the Adviser waived fees in the amount of $20,298, which are subject for recoupment. The Adviser recouped $260,614 of previously waived fees which is netted with recouped fees and is reflected in waiver and/or expense reimbursements on the Consolidated Statement of Operations. At March 31, 2022, the amounts outlined below are available for recoupment:

 

Quarter of Expiration:

 

 

 

June 2022

  $ 190,956  

September 2022

    120,781  

December 2022

    83,121  

March 2023

    166,928  

June 2023

    301,962  

September 2023

    164,351  

December 2023

    111,996  

March 2024

    169,812  

June 2024

    274,390  

September 2024

    1,370  

December 2024

    344  

March 2025

    4,809  

 

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 NAV 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

 

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Pomona Investment Fund

Consolidated Notes to Financial Statements

 

March 31, 2022

 

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. For the year ended March 31, 2022 the Fund incurred a Distribution and Servicing Fee of $1,338,857.

 

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 regular quarterly meeting of the Board of $2,500, plus reimbursement of reasonable out of pocket expenses. For the year ended March 31, 2022, the Fund incurred Trustee fees and expenses in the amount of $151,256 which is reflected in Other Expenses on the Consolidated Statement of Operations.

 

The Fund retained Foreside Consulting Services, LLC (formerly known as Alaric Compliance Services, LLC) to provide compliance services to the Fund, including a Chief Compliance Officer. For the year ended March 31, 2022, the Fund incurred Chief Compliance Officer fees and expenses in the amount of $90,000 which is reflected in Other Expenses on the Consolidated Statement of Operations.

 

The Fund will continuously incur offering costs so long as it is accepting new investors. These costs enable the Fund to be offered to investors. These offering costs are either (i) expensed by the Fund as incurred or (ii) treated as deferred charges and amortized over the subsequent 12-month period using the straight-line method if such amounts are greater than $10,000. For the year ended March 31, 2022, the Fund incurred $137,090 of offering costs.

 

Certain shareholders of the Fund (“Affiliated Shareholders”) are affiliated with the Adviser. The aggregate value of the Affiliated Shareholders’ share of NAV at March 31, 2022 is $141,669,209. The Fund also has $366,320 payable to affiliates, which is included in Due to affiliates on the Consolidated Statement of Assets and Liabilities as of March 31, 2022.

 

SS&C Technologies, Inc. and certain of its affiliates (collectively, “SS&C”) provide certain sub- administrative, sub-accounting, and tax administration services to the Fund based on the Fund’s Service Agreement. For these services, the Fund pays an annual fee to SS&C based upon average net assets, subject to certain minimums.

 

DST Asset Manager Solutions, Inc. serves as the Fund’s transfer agent with respect to maintaining the registry of the Fund’s shareholders and processing matters relating to subscriptions for, and repurchases of, Shares.

 

5. REVOLVING CREDIT AGREEMENT

 

 

Effective March 30, 2020, the Fund entered into a $40,000,000 revolving credit agreement with Barclays Bank PLC. The Barclays Facility has a five year term. Borrowings under the Barclays Facility bears interest at London Interbank Offered Rate (“LIBOR”) or Euro Interbank Offered Rate (“EURIBOR”) plus 2.85% per annum, and has a commitment fee of 0.85% per annum on the daily unused portion. Effective June 3, 2021, the Fund amended its agreement with Barclays Bank PLC to increase the size of the Barclays Facility to $80,000,000 and extend the term to six years. The Fund entered into the Barclays Facility for working capital requirements, such as financing repurchases of shares, distributions to investors and investments. For the year ended March 31, 2022, the Fund utilized the facility, borrowed €33,000,000 (net of paydowns and equivalent to $37,239,390), incurred $451,920 in commitment fees and €513,855 (equivalent to $586,219) of interest expense on borrowings at a 2.85% weighted average interest rate. The average borrowing and interest rates for the year were €18,030,000 and 2.85% respectively. As of March 31, 2022, the Fund had €43,200,000 (equivalent to $47,990,882) of outstanding borrowings on the Barclays Facility.

 

Information about the Fund’s senior securities as of March 31, 2022 is shown in the following table:

 

Class and Year Ended

Total Amount
Outstanding
Exclusive of
Treasury Securities
(1)

Asset Coverage per
$1,000 of indebtness
(2)

Involuntary
Liquidating
Preference
Per Unit
(3)

Average
Market
Value
Per Unit
(4)

Barclays Facility

       

March 31, 2022

$47,990,882

$12,376

N/A

 

(1)

Total amount of each class of senior securities outstanding at principal value at the end of the period presented.

 

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness.

 

(3)

The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

 

(4)

Not applicable to senior securities outstanding as of year end.

 

Annual Report | March 31, 2022

25

 

 

Pomona Investment Fund

Consolidated Notes to Financial Statements

 

March 31, 2022

 

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 NAV 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 NAV. There can be no assurance that the Board will accept the Adviser’s recommendation.

 

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. Accordingly, tax basis distributions made during the 12 months ended March 31, 2022, but after the Tax Year ended October 31, 2021, will be reflected in the notes to the Fund’s financial statements for the fiscal year ending March 31, 2023. The Fund’s open tax years generally, the three prior taxable years for which the applicable statutes of limitations have not expired are subject to examination by U.S. federal, state and local tax authorities.

 

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, 2022 for federal income tax purposes or in, the Fund’s major state and local tax jurisdictions; Delaware, New York State, and New York City. Management evaluates the tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained upon examination by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold that would result in a tax benefit or expense to the Fund would be recorded as a tax benefit or expense in the current year. The Fund has not recognized any tax liability for unrecognized tax benefits or expenses. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Consolidated Statement of Operations. During the year ended March 31, 2022, the Fund did not incur any interest or penalties.

 

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 Consolidated Statement of Assets and Liabilities and Net Assets 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, 2021, 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 NAV or NAV per Share. For the tax year ended October 31, 2021, the following amounts were reclassified:

 

Paid-in Capital  $(3,478,069)
Total distributable earnings (or loss)   3,478,069 

 

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Pomona Investment Fund

Consolidated Notes to Financial Statements

 

March 31, 2022

 

At March 31, 2022, the federal tax cost of investments and unrealized appreciation (depreciation) as of the year ended were as follows:

 

Cost of investments for tax purposes

  $ 401,200,350  

Gross tax unrealized appreciation

    225,199,088  

Gross tax unrealized depreciation

    (48,828,902 )

Net appreciation (depreciation) of foreign currency and derivatives

    5,744  

Net tax unrealized appreciation (depreciation) on investments

  $ 176,375,930  

 

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.

 

As of October 31, 2021, the components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income

  $  

Undistributed long-term capital gains

     

Tax accumulated earnings

     

Accumulated capital and other losses

    6,556,226  

Unrealized appreciation

    176,249,362  

Late year ordinary losses

    (7,687,567 )

Distributable net earnings

  $ 175,118,021  

 

As of October 31, 2021, the Fund had no capital loss carryforwards.

 

As of October 31, 2021, the Fund had $7,687,567 of qualified late-year ordinary losses, which are deferred until the following tax year ended October 31, 2022. 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, 2021 and October 31, 2020 was as follows:

 

Distribution paid from:

 

2021

   

2020

 

Ordinary income

  $     $  

Long-term capital gains

    7,833,651       11,604,757  

Return of Capital

          7,767,178  

Total distributions paid

  $ 7,883,651     $ 19,371,935  

 

8. INVESTMENT TRANSACTIONS

 

 

Total contributions to and purchases of Private Equity Investments (excluding short-term investments) for the year ended March 31, 2022 amounted to $283,429,374. Total distribution proceeds from sale, redemption, or other disposition of Private Equity Investments (excluding short-term investments) for the year ended March 31, 2022 amounted to $113,035,547.

 

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, 2022, the Fund had outstanding investment commitments to Private Equity Investments totaling $187,386,612.

 

Annual Report | March 31, 2022

27

 

 

Pomona Investment Fund

Consolidated Notes to Financial Statements

 

March 31, 2022

 

11. REFERENCE RATE REFORM

 

 

The U.K. Financial Conduct Authority has announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021, and it remains unclear whether LIBOR will continue to exist after that date and, if so, in what form. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in many major currencies. The U.S. Federal Reserve Board, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing a Secured Overnight Funding Rate (“SOFR”) that is intended to replace U.S. dollar LIBOR. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication.

 

Discontinuance of LIBOR and adoption/implementation of alternative rates pose a number of risks, including among others whether any substitute rate will experience the market participation and liquidity necessary to provide a workable substitute for LIBOR; the effect on parties’ existing contractual arrangements, hedging transactions, and investment strategies generally from a conversion from LIBOR to alternative rates; the effect on the Fund’s existing investments (including, for example, fixed-income investments; senior loans; CLOs and CDOs; and derivatives transactions), including the possibility that some of those investments may terminate or their terms may be adjusted to the disadvantage of the Fund; and the risk of general market disruption during the period of the conversion. It is difficult to predict at this time the likely impact of the transition away from LIBOR on the Fund. On March 5, 2021, the FCA and ICE Benchmark Authority formally announced that certain LIBORS would cease publication after December 31, 2021 and that the remainder of LIBORs will cease publications after June 30, 2023.

 

12. MACROECONOMIC RISKS

 

 

The COVID-19 (novel coronavirus) global pandemic, the Russia-Ukraine war, and resulting supply chain disruptions, geopolitical risk and economic sanctions have disrupted global economies and financial markets and their prolonged impact is uncertain. The operational and financial performance of the Fund’s investments depends on future developments, including the duration, spread and conclusion of these events and such uncertainty may in turn impact the value of the Fund’s investments.

 

13. SUBSEQUENT EVENTS

 

 

Effective April 1, 2022, there were subscriptions to the Fund in the amount of $23,139,828 for Class A and $43,205,600 for Class I Shares. Through the date the consolidated financial statements were issued, there have not been any additional subscriptions to the Fund.

 

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.

 

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Pomona Investment Fund

Additional Information

 

March 31, 2022 (Unaudited)

 

PROXY VOTING

 

 

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

 

AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULES

 

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT Part F). The Fund’s Form N-PORT Part F are 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 $7,833,651 for the tax year ended October 31, 2021.

 

Annual Report | March 31, 2022

29

 

 

Pomona Investment Fund

Approval of Continuance of
Investment Management Agreement

 

March 31, 2022 (Unaudited)

 

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 25, 2022 (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;

 

 

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.

 

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Pomona Investment Fund

Approval of Continuance of
Investment Management Agreement

 

March 31, 2022 (Unaudited)

 

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 higher than the median net expense ratio, but within the range, of relevant funds in the Selected Peer Group. The Trustees took into account that the Selected Peer Group did not include any funds that focused principally 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 lower administration fee than that of the Fund (and that the Selected Peer Group fund’s administration fee has the potential to decrease in the future if the fund’s assets were to grow significantly). The Trustees also noted that the Fund’s estimated “other expenses,” inclusive of the administration fee, is higher than the median and mean 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. The Adviser reported that the Fund was expected to continue to be profitable in 2022 and that the Adviser expects to continue to see increasing profits from the Fund in future projected years. 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 Board further noted that as of September 30, 2021, the Fund had not incurred expenses in excess of the current expense limitation and is reimbursing the Adviser for prior period expenses waived. The Trustees also observed that they will have the opportunity to periodically re-examine whether the Fund has achieved economies of scale in the future as the Fund grows to determine if and how and how any such economies of scale could be shared with the Fund and its investors.

 

Performance

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

 

Annual Report | March 31, 2022

31

 

 

Pomona Investment Fund

Approval of Continuance of
Investment Management Agreement

 

March 31, 2022 (Unaudited)

 

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 median returns of the Performance Peer Group for the three-year period ended September 30, 2021 and outperformed all of the funds in the Performance Peer Group for the one-year period ended September 30, 2021. 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.

 

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Pomona Investment Fund

Fund Management

 

March 31, 2022 (Unaudited)

 

Independent Trustees

 

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

 

INDEPENDENT TRUSTEES

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**

Anthony Bowe (65)
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 (68)
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 (82)
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.

 

 

Annual Report | March 31, 2022

33

 

 

Pomona Investment Fund

Fund Management

 

March 31, 2022 (Unaudited)

 

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, 2022) and the other directorships, if any, held by the Interested Trustee, are shown below.

 

INTERESTED TRUSTEES

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**

Michael D. Granoff (63)
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 (64)
7337 East Doubletree
Ranch Road, Suite 100
Scottsdale, AZ 85258

Trustee

January 2015 – Present

Managing Director and Chief Operative Officer, Voya Investments, LLC and Voya Funds Services, LLC (April 2012 – April 2018).

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.

 

OFFICERS

Name, Age and Address

Position(s)
Held with
Registrant

Length
of Time
Served*

Principal Occupation(s) During Past 5 Years

Michael D. Granoff (63)
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).

John Stephens (53)
780 Third Avenue
46th Floor
New York, NY 10017

Secretary

March 2022 –
Present

Chief Financial Officer of Pomona Management LLC (2011 - present).

Frances Janis (63)
780 Third Avenue
46th Floor
New York, NY 10017

Principal Financial Officer

August 2014 – Present

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

 

*

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

 

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Pomona Investment Fund

Privacy Policy

 

March 31, 2022 (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

Yes

No

For joint marketing with other financial companies

No

We don’t share

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

No

We don’t share

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

No

We don’t share

For nonaffiliates to market to you

No

We don’t share

 

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

 

Annual Report | March 31, 2022

35

 

 

 

 

Pomona Investment Fund

Privacy Policy

 

March 31, 2022 (Unaudited)

 

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.

How does Pomona collect my personal information?

We collect your personal information, for example, when you:

 

● open an account

● provide account information

● seek information about your investments

● make investments or withdrawals from your account

● tell us where to send the money

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?

Federal law gives you the right to limit only:

 

● sharing for affiliates’ everyday business purposes — information about your creditworthiness

● affiliates from using your information to market to you

● sharing for non-affiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.

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

See our Supplemental State-Specific Privacy Notice, attached as Appendix A, for additional information about the categories of personal information that we collect and share, the individual rights granted under certain state laws, and how to exercise those rights. Pomona does not sell personal information. If you live in a state such as California or Vermont where the laws further restrict the sharing of your personal information, we will not share information we collect about you with nonaffiliates, unless the law allows, and we will limit sharing among our affiliates to the extent required by state law.

 

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

 

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Pomona Investment Fund

Privacy Policy

 

March 31, 2022 (Unaudited)

 

This notice applies to individuals only as and to the extent required by state law. You may live in a state that does not have an applicable law, or the law may contain exemptions that make this notice inapplicable to you.

 

DO NOT SELL

POMONA DOES NOT SELL PERSONAL INFORMATION

Categories of personal information we collect

The categories of personal information we collect depend on the product or service you have with us and may include your name, postal address, email address, Social Security number, driver’s license number, passport number, professional or employment-related information and other financial information. If you visit our website, we may collect your Internet Protocol (IP) address, browsing history, search history and information regarding your interaction with our web sites, applications and advertisements.

Purposes for which we collect personal information

The business purposes for which we collect personal information include the provision of financial products and services (e.g. maintaining accounts, processing payments, servicing customers), auditing consumer interactions and transactions, detecting security incidents and preventing fraud, identifying and repairing errors that impair functionality, activities to verify or enhance the quality of services, and other internal uses permitted under applicable laws.

Third parties with which personal information is shared

The categories of personal information we collect depend on the product or service you have with us and may include your name, postal address, email address, Social Security number, driver’s license number, passport number, professional or employment-related information and other financial information. If you visit our website, we may collect your Internet Protocol (IP) address, browsing history, search history and information regarding your interaction with our web sites, applications and advertisements.

 

Individual Rights

Description

Right to deletion

Your right to request that Pomona delete your personal information, unless it is necessary for us to retain it for a purpose permitted by law.

Right to disclosure

Your right to request that Pomona disclose to you the following: (1) the categories of personal information we have collected about you, (2) the categories of sources from which the personal information is collected, (3) the business or commercial purpose for collecting the personal information, (4) the categories of third parties with which we share the personal information, and (5) the specific pieces of personal information we have collected about you.

Right to information about onward disclosures

Your right to request that Pomona disclose to you the following: (1) the fact that we do not sell your personal information, and (2) the categories of your personal information that we have disclosed for a business purpose.

Right to prohibit sales

Your right to direct a business that sells personal information to third parties not to sell your personal information. Pomona does not sell personal information.

Right to fair treatment

We may not discriminate against you for exercising any of your individual rights, such as by denying you products or services, charging you different prices or rates, or providing a different level or quality of products and services.

 

To Exercise Your Individual Rights

Contact us to submit a personal data request at 1-844-2POMONA or pomonainvestmentfund.com.

 

Voya Investments Distributor, LLC, Member FINRA/SIPC, serves as distributor for Pomona Investment Fund. Our office is located at 780 Third Avenue, 46th Floor, New York, NY 10017.

 

Annual Report | March 31, 2022

37

 

 

 

Must be accompanied or preceded by a prospectus.

 

 

 

(b)Not applicable.

 

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 $275,500 for the fiscal year ended March 31, 2021 and $237,500 for the fiscal year ended March 31, 2022.

 

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, 2021 and $0 for the fiscal year ended March 31, 2022. 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 $61,891 for the fiscal year ended March 31, 2021 and $13,362 for the fiscal year ended March 31, 2022.

 

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, 2021 and $0 for the fiscal year ended March 31, 2022.

 

(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 $61,891 for the fiscal year ended March 31, 2021 and $13,362 for the fiscal year ended March 31, 2022.

 

 

 

(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.

 

When exercising its voting authority over client securities, the Adviser considers all relevant information, evaluates other issues that could have an impact on the value of the security and votes with a view toward maximizing overall value. The Adviser votes all proxies in a prudent manner, considering the prevailing circumstances at such time, and in a manner consistent with its proxy voting policies and procedures and the Adviser’s fiduciary duties to 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, 2022:

 

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
Sebastien Bowen Partner May 2022 to Present Partner, Pomona Management LLC
Patrick Madaus Partner May 2022 to Present

Partner, Pomona Management LLC

Principal, Pomona Management LLC

Jim Rorer Partner May 2022 to Present Partner, Pomona Management LLC
John Stephens Partner May 2022 to Present Partner and Chief Financial Officer, Pomona Management LLC; Chief Financial Officer, Pomona Management LLC
Adam Konopolsky Vice President May 2022 to Present Vice President, Pomona Management LLC; Manager, 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, Ms. Hliboki, Mr. Bowen, Mr. Madaus, Mr. Rorer, and Mr. Stephens as of September 30, 2021:

 

  Number of Accounts* Total Assets in Accounts* ($ Million)
Registered Investment Companies - $-
Other Pooled Investment Vehicles 18 $6,976
Other Accounts 1 $2,265

 

Mr. Konopolsky does not manage any accounts other than the Fund

 

*as of September 30, 2021, 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, 2022:

 

Portfolio Manager Dollar Range of Fund Shares Beneficially Owned
Michael Granoff None
Frances Janis None
Lorraine Hliboki None
Sebastien Bowen None
Patrick Madaus None
Jim Rorer None
John Stephens None
Adam Konopolsky 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) Disclosure regarding change in registrant’s independent registered public accountant is attached hereto.

 

(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 9, 2022  

 

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 9, 2022  
   
By (Signature and Title)* /s/ Frances Janis  
Frances Janis, Treasurer and Principal Financial Officer  
(Principal Financial Officer)  
     
Date June 9, 2022  

 

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