SC TO-I/A

As filed with the Securities and Exchange Commission on October 21, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Pomona Investment Fund

(Name of Issuer)

Pomona Investment Fund

(Name of Person(s) Filing Statement)

Shares of Beneficial Interest—Class A Shares, Class I Shares, and Class M2 Shares

(Title of Class of Securities)

Class A Shares – 732125109

Class I Shares – 732125208

Class M2 Shares - 732125406

(CUSIP Number of class of securities)

Michael D. Granoff

Pomona Management LLC

780 Third Avenue, 46^th Floor

New York, NY 10017

(212) 593-3639

(Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:

William J. Bielefeld, Esq.

Dechert LLP

1900 K Street, N.W.

Washington, DC 20006

 [ ] Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[ ] third-party tender offer subject to Rule 14d-1.

[X] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]

Introductory Statement

This Amendment No. 1 (this “Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “Commission”) by Pomona Investment Fund, a Delaware statutory trust (the “Fund”), on September 22, 2022 (the “Schedule TO”) and relates to the Fund’s offer to repurchase an aggregate amount of Class A Shares, Class I Shares, and Class M2 Shares in an amount up to 5% of the total net assets of the Fund at a price per Share equal to such Share’s net asset value (that is, the value of the Fund’s total assets minus its total liabilities, divided by the total number of outstanding Shares) effective as of December 31, 2022 or such later date as may be determined by the Fund if the Offer is extended (the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 22, 2022 (the “Original Offer to Purchase”), and in the related Form of Letter of Transmittal, copies of which were previously filed as exhibits to the Schedule TO, and in the Supplement No. 1 to the Offer to Purchase, dated October 21, 2022 (the “Supplement” and together with the Original Offer to Purchase, the “Offer to Purchase”) and Form of Letter of Transmittal dated October 21, 2022, copies of which are filed as exhibits to this Amendment.

The Fund has determined to extend the Expiration Date of the Offer from 11:59 p.m., Eastern Time, on October 17, 2022, to 11:59 p.m., Eastern Time, on November 7, 2022, unless further extended by the Fund. Therefore, the Schedule TO is hereby amended and supplemented to replace all references to an Expiration Date of 11:59 p.m., Eastern Time, on October 17, 2022, with references to an Expiration Date of 11:59 p.m., Eastern Time, on November 7, 2022.

No change will be made to the Valuation Date as a result of the extension of the Expiration Date. Accordingly, the Valuation Date will remain December 31, 2022 or such later date as may be determined by the Fund if the Offer is further extended.

Except as set forth in this Amendment (and in the Supplement), all other terms of the Offer, as described in the Original Offer to Purchase and related Form of Letter of Transmittal, remain the same. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Offer to Purchase or the Schedule TO. This Amendment should be read together with the Schedule TO and the Offer to Purchase.

This Amendment is being filed in satisfaction of the requirements of Rule 13e-4(c)(1) and (c)(3) promulgated under the Securities Exchange Act of 1934, as amended.

Item 1 through Item 9 and Item 11.

The information set forth in the Offer to Purchase (as amended by the Supplement) and the related Form of Letter of Transmittal is incorporated herein by reference into this Amendment in answer to Item 1 through Item 9 and Item 11 of Schedule TO.

Item 10. Consolidated Financial Statements.

(a) The unaudited semi-annual financial statements of the Fund dated September 30, 2016 and the schedule of investments of the Fund dated September 30, 2016, both filed with the SEC on EDGAR on Form N-CSR on December 2, 2016; audited financial statements of the Fund dated March 31, 2017, previously filed with the SEC on Form N-CSR on June 5, 2017; unaudited semi-annual consolidated financial statements of the Fund dated September 30, 2017, filed with the SEC on Form N-CSR on December 1, 2017; audited consolidated financial statements of the Fund dated March 31, 2018, previously filed with the SEC on Form N-CSR on June 8, 2018; unaudited consolidated semi-annual financial statements of the Fund dated September 30, 2018, filed with the SEC on Form N-CSR on December 6, 2018; audited consolidated financial statements of the Fund dated March 31, 2019, previously filed with the SEC on Form N-CSR on June 7, 2019; unaudited consolidated semi-annual financial statements of the Fund dated September 30, 2019, filed with the SEC on Form N-CSR on December 6, 2019; audited consolidated financial statements of the Fund dated March 31, 2020, previously filed with the SEC on Form N-CSR on June 5, 2020; unaudited consolidated semi-annual financial statements of the Fund dated September 30, 2020, filed with the SEC on Form N-CSR on December 9, 2020; and audited consolidated financial statements of the Fund dated March 31, 2021, previously filed with the SEC on Form N-CSR on June 9, 2021 unaudited consolidated semi-annual financial statements of the Fund dated September 30, 2021, filed with the SEC on Form N-CSR on December 9, 2021; and audited consolidated financial statements of the Fund dated March 31, 2022, previously filed with the SEC on Form N-CSR on June 9, 2022 are incorporated by reference. The Fund will prepare and transmit to Shareholders the audited annual consolidated financial statements of the Fund and the schedule of investments of the Fund within 60 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act.

(b) Not applicable.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(1)(vii) Supplement No. 1 to the Offer to Purchase, dated October 21, 2022 is filed herewith.

(a)(1)(viii) Form of Letter of Transmittal, dated October 21, 2022 is filed herewith.

Item 12(b). Filing Fee.

Filing Fee Exhibit

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

POMONA INVESTMENT FUND
By:	/s/ Michael D. Granoff
Name:	Michael D. Granoff
Title:	President and Principal Executive Officer

Dated: October 21, 2022

EXHIBIT INDEX

Exhibit
(a)(1)(vii)	Supplement No. 1 to the Offer to Purchase, dated October 21, 2022.
(a)(1)(viii)	Form of Letter of Transmittal, dated October 21, 2022
(b)	Filing Fee Exhibit

EX-99.12

POMONA INVESTMENT FUND
780 Third Avenue, 46^th Floor
New York, NY 10017

Supplement No. 1 to
Pomona Investment Fund’s Offer to Purchase

Class A Shares, Class I Shares, and Class M2 Shares

Dated October 21, 2022

If you wish to remain invested in the Fund, please disregard this notice.

This is simply a notification relating to the Fund’s tender offer.

The Offer Will Expire at
11:59 p.m., Eastern Time, on November 7, 2022,
and the Withdrawal Rights Will Expire at
11:59 p.m., Eastern Time, on December 26, 2022
Unless the Offer is Extended

To the Shareholders of Pomona Investment Fund:

This Supplement No. 1 (this “Supplement”) hereby supplements and amends the information previously provided in the Offer to Purchase, dated September 22, 2022 (the “Original Offer to Purchase” and, together with this Supplement, as the same may be further amended or supplemented from time to time, the “Offer to Purchase”), and the related Form of Letter of Transmittal of Pomona Investment Fund (the “Fund”). This Supplement should be read in conjunction with the Original Offer to Purchase. To the extent there are any conflicts between the information in this Supplement and the information in the Original Offer to Purchase, the information in this Supplement hereby replaces and supersedes such information. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Offer to Purchase.

The Fund has determined to extend the Expiration Date of the Offer from 11:59 p.m., Eastern Time, on October 17, 2022, to 11:59 p.m., Eastern Time, on November 7, 2022, unless further extended by the Fund. Therefore, the Schedule TO is hereby amended and supplemented to replace all references to an Expiration Date of 11:59 p.m., Eastern Time, on October 17, 2022, with references to an Expiration Date of 11:59 p.m., Eastern Time, on November 7, 2022.

No change will be made to the Valuation Date as a result of the extension of the Expiration Date. Accordingly, the Valuation Date will remain December 31, 2022, or such later date as may be determined by the Fund if the Offer is further extended.

Except for the foregoing amendments, all other terms of the Offer, as described in the Original Offer to Purchase and related Form of Letter of Transmittal, remain the same. Shareholders who have previously tendered (and not withdrawn) their Shares are not required to take any further action as a result of this extension of the Expiration Date. If you are not interested in selling your Shares at this time, no action is necessary.

IMPORTANT

None of the Fund, Pomona Management LLC, the Fund’s investment adviser, or the Board of Trustees of the Fund makes any recommendation to any Shareholder as to whether to tender or refrain from tendering Shares. Shareholders must make their own decisions whether to tender Shares and, if so, the portion of their Shares to tender.

Because each Shareholder’s investment decision is a personal one, based on its financial circumstances, no person has been authorized to make any recommendation on behalf of the Fund as to whether Shareholders should tender Shares pursuant to the Offer. No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein or in the letter of transmittal. If given or made, such recommendation and such information and representations must not be relied on as having been authorized by the Fund.

This transaction has not been approved or disapproved by the Securities and Exchange Commission nor has the Securities and Exchange Commission or any state securities commission passed on the fairness or merits of such transaction or on the accuracy or adequacy of the information contained in this document. Any representation to the contrary is unlawful.

Questions and requests for assistance and requests for additional copies of the Offer may be directed to the Fund or access at https://www.sec.gov/edgar/browse/?CIK=1616203:

Pomona Investment Fund
P.O. Box 219286
Kansas City, MO 64121-9286|
Tel: 1-844-2POMONA

October 21, 2022

EX-99.12

Letter of Transmittal

Regarding Shares of Pomona Investment Fund

Tendered Pursuant to Pomona Investment Fund’s Offer to Purchase

Dated October 21, 2022

The Offer will expire on November 7, 2022

and this Letter of Transmittal must be received by

the Fund, by mail, overnight mail or by fax, by 11:59 p.m.,

Eastern Time, on November 7, 2022, unless the Offer is extended

Complete this Letter of Transmittal and follow the Transmittal

Instructions included herein

Ladies and Gentlemen:

The undersigned hereby tenders to Pomona Investment Fund, a closed-end, non-diversified, management investment company organized under the laws of the State of Delaware (the “Fund”), the Class A Shares, Class I Shares or Class M2 Shares of beneficial interest in the Fund (“Shares”) or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the Offer to Purchase dated September 22, 2022, as supplemented on October 21, 2022 (the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the “Offer”). The Tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the Fund to reject any and all tenders determined by it, in its sole discretion, not to be in the appropriate form.

The undersigned hereby sells to the Fund the Shares or portion thereof tendered hereby pursuant to the Offer.

The undersigned hereby warrants that the undersigned has full authority to sell the Shares or portion thereof tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the Shares or portions thereof tendered hereby.

If the undersigned tenders Shares and the Fund purchases those Shares, the undersigned will receive payment in cash or a non-interest bearing, uncertificated promissory note. The cash payment of the purchase price for the Shares or portion thereof of the undersigned, as described in Section 6 of the Offer to Purchase, shall be wired to the account of the undersigned from which the subscription funds were debited, unless the shareholder provides different instructions.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 5 of the Offer to Purchase, this tender is irrevocable.

VALUATION DATE: December 31, 2022

TENDER OFFER EXPIRATION DATE: 11:59 p.m. (Eastern Time), November 7, 2022

WITHDRAWAL DATE: 11:59 p.m. (Eastern Time), December 26, 2022

 

PARTS 1, 2, 3, AND 5 MUST BE COMPLETED FOR TENDER REQUEST

TO BE IN GOOD ORDER FOR PROCESSING

MAIL TO:	OVERNIGHT MAIL TO:	FAX TO:
Pomona Investment Fund	Pomona Investment Fund	(816) 256-4768
P.O. Box 219286	430 W 7th Street Suite 219286	ADDITIONAL INFORMATION
Kansas City, MO 64121-9286	Kansas City, MO 64105-1407	PHONE: (844) 276-6662

PLEASE CONTACT YOUR FINANCIAL INTERMEDIARY BEFORE SUBMITTING

YOUR TENDER REQUEST TO ENSURE TIMELY PROCESSING.

PART 1 – NAME AND ADDRESS

Account #:

Full Account Registration Line 1:

Full Account Registration Line 2:

Address:

City, State, Zip

Social Security # or Taxpayer Identification #:

Telephone Number:

Advisor Account #:

Advisor Name:

Advisor Address

Advisor City, State, Zip

Advisor Telephone Number:

FOR CUSTODIAL ACCOUNTS ONLY

Custodial Account #:

Custodian Name:

Custodian Address:

Custodian City, State, Zip:

Custodian Telephone Number:

PART 2 – AMOUNT OF SHARES OF THE FUND BEING TENDERED:

[   ] All Class A Shares. [   ] All Class I Shares. [   ] All Class M2 Shares.

[   ] Portion of Shares expressed as a specific number of Shares.

Class A Shares _________ Class I Shares _________ Class M2 Shares __________

[   ] Portion of Shares expressed as a dollar amount.

Class A $ _________ Class I $ _________ Class M2 $ __________

Note to Part 2: A Shareholder tendering for repurchase only a portion of the Shareholder’s Shares will be required to maintain an account balance of at least $10,000 for Class A Shares, $1,000,000 for Class I Shares and $5,000,000 for Class M2 Shares, respectively, after giving effect to the repurchase. If a Shareholder tenders an amount that would cause the Shareholder’s account balance to fall below the required minimum, the Fund reserves the right to repurchase all of a Shareholder’s Shares at any time if the aggregate value of such Shareholder’s Shares is, at the time of such compulsory repurchase, less than the minimum initial investment applicable for the Fund. This right of the Fund to repurchase Shares compulsorily may be a factor that Shareholders may wish to consider when determining the extent of any tender for purchase by a Fund.

NOTE: If you invest in the Fund through a financial intermediary, that financial intermediary may require alternate payment and/or delivery instructions, notwithstanding your request herein.

PART 3 – PAYMENT

(Must check one of the following options)

Please Deliver All Proceeds to the Following:

[ ]       Deliver All Proceeds to Custodian of on Record

[ ]       Deliver All Proceeds to Bank Account on Record

[ ]       Deliver All Proceeds to New Bank Account (Must complete Part 4 to provide New Bank Account Information)

PART 4 – NEW BANK ACCOUNT INSTRUCTIONS

This section only needs to be completed by shareholders who wish to have their proceeds delivered to a bank account different than the bank account currently on record.

(Medallion Signature Guarantee Required if this Part is completed)

Bank Name:

ABA Routing Number:

Credit to:

Name(s) on Bank Account:

Bank Account Number:

For Further Credit to:

Name(s) on Investors Account:

Investor Account Number at Broker:

[Remainder of page intentionally left blank.]

PART 5 - SIGNATURE(S)

The undersigned Shareholder acknowledges that this request is subject to all the terms and conditions set forth in the Fund’s registration statement under the Investment Company Act of 1940, as amended (the “Registration Statement”) and the Offer to Purchase dated September 22, 2022, as supplemented on October 21, 2022 (the “Offer to Purchase”) and all capitalized terms used but not defined herein have the meaning as defined in the Fund’s Registration Statement. This request is irrevocable except as described in the Offer to Purchase. The undersigned represents that the undersigned is the beneficial owner of the Shares in the Fund to which this repurchase request relates, or that the person signing this request is an authorized representative of the tendering Shareholder.

In the case of joint accounts, each joint holder must sign this repurchase request. Requests on behalf of a foundation, partnership or any other entity should be accompanied by evidence of the authority of the person(s) signing.

Signature	Print Name Investor/Custodian/Broker (and Title if applicable)	Date
Signature	Print Name Investor/Custodian/Broker (and Title if applicable)	Date
Signature	Print Name Investor/Custodian/Broker (and Title if applicable)	Date

IF REQUIRED, PLACE MEDALLION SIGNATURE GUARANTEE BELOW:

PLEASE CONTACT YOUR FINANCIAL INTERMEDIARY BEFORE SUBMITTING YOUR TENDER REQUEST TO ENSURE TIMELY PROCESSING.

EX-FILING FEES

Calculation of Filing Fee Tables

Schedule TO-I

Pomona Investment Fund

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Valuation

	Transaction Valuation	Fee Rate	Amount of Filing Fee
Fee to Be Paid	$29,261,698 (1)	0.01102%	$3,224.64(2)
Fees Previously Paid	$29,261,698(1)	0.00927%	$2,712.56(3)
Total Transaction Valuation	$29,261,698(1)	--
Total Fees Due for Filing			$3,224.64(2)
Total Fees Previously Paid			$2,712.56(3)
Total Fee Offsets			--
Net Fee Due			$512.08

(1) Calculated as the aggregate maximum purchase price for Shares that could be purchased, based upon the net asset value of the Fund as of June 30, 2022.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2023, equals $110.20 per million dollars of the value of the transaction.

(3) Calculated at $92.70 per $1,000,000 of the Transaction Valuation of 5% of the net asset value at June 30, 2022.