N-Q 1 fp0027739_nq.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS
OF REGISTERED MANAGEMENT INVESTMENT COMPANY

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: June 30, 2017

Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q 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 the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.


ITEM 1. SCHEDULE OF INVESTMENTS.

The Schedule(s) of Investments is attached herewith.

Pomona Investment Fund
Schedule of Investments (Unaudited)
June 30, 2017
 
Investment Funds  a, k  (73.72%)
         
         
Seasoned Primary Investments    (5.49%)
Geographic
Region b
Original
 Acquisition Date
  Fair Value  
Gryphon Partners IV, L.P. c, h
North America
6/24/2016
 
$
3,725,335
 
Total Seasoned Primary Investments (5.49%)
       
3,725,335
 
             
Secondary Investments   (68.23%)
           
Advent International GPE VII-B Limited Partnership  d
North America
06/30/2015
   
2,769,615
 
AP VIII Private Investors Offshore (USD), L.P. d
Europe
06/30/2017
   
279,858
 
Apax Europe VI - A, L.P. d
Europe
12/30/2016
   
401,426
 
Audax Mezzanine Fund II, L.P.
North America
09/30/2015
   
86,564
 
Audax Mezzanine Fund III, L.P. e, h
North America
09/30/2016
   
5,864,874
 
Audax Private Equity Fund III, L.P. d
North America
09/30/2015
   
909,521
 
Bain Capital Asia Fund, L.P.
North America
12/30/2015
   
254,580
 
Bain Capital Distressed and Special Situations 2013 E, L.P. d, j
North America
06/30/2015
   
837,278
 
Bain Capital Europe Fund III, L.P.
North America
12/30/2016
   
1,188,164
 
Bain Capital Fund VIII, L.P. d
North America
12/30/2015
   
554,260
 
Bain Capital Fund X, L.P. f, h
North America
12/30/2015
   
6,089,018
 
CDRF8 Private Investors, L.L.C. d
North America
06/30/2017
   
235,016
 
Cerberus Institutional Partners, L.P. - Series Two d
North America
12/30/2016
   
17,512
 
Cerberus Institutional Partners, L.P. - Series Three d
North America
12/30/2016
   
113,937
 
Cerberus Institutional Partners, L.P. - Series Four d
North America
12/30/2016
   
1,083,893
 
Clayton, Dubilier & Rice Fund VII, L.P.
North America
12/30/2015
   
917,198
 
Clyde Blowers Capital Fund III LP d
Europe
06/30/2015
   
1,693,455
 
DCM IV, L.P. d
North America
06/30/2015
   
187,918
 
DCM V, L.P. d
North America
06/30/2015
   
703,341
 
DCM VI, L.P. d
North America
06/30/2015
   
1,365,509
 
Gridiron Energy Feeder I, L.P. d
North America
05/10/2017
   
2,161,532
 
GSO Capital Opportunities Overseas Fund L.P.
North America
12/30/2015
   
140,880
 
GSO Private Investors Offshore II, L.P. d
North America
06/30/2017
   
318,942
 
Insight Venture Partners Coinvestment Fund II, L.P.
North America
06/30/2015
   
1,141,942
 
Insight Venture Partners Coinvestment Fund III, L.P.
North America
06/30/2015
   
714,226
 
Insight Venture Partners V Coinvestment Fund, L.P.
North America
06/30/2015
   
13,686
 
Insight Venture Partners V, L.P.
North America
06/30/2015
   
320,074
 
Insight Venture Partners VI, L.P.
North America
06/30/2015
   
1,470,004
 
Insight Venture Partners VII, L.P. g, h
North America
06/30/2015
   
3,417,522
 
Insight Venture Partners VIII, L.P. d, g, h
North America
06/30/2015
   
3,606,275
 
KKR 2006 Private Investors Offshore, L.P. d
North America
06/30/2017
   
659,407
 
Littlejohn Fund IV, L.P.
North America
12/30/2015
   
1,805,366
 
Madison International Real Estate Liquidity Fund V
North America
06/30/2015
   
61,951
 
Oaktree Private Investment Fund 2010, L.P. d
North America
06/30/2015
   
135,714
 
Perry Partners International, Inc. d
North America
12/30/2015
   
61,058
 
Providence Equity Partners IV L.P. d
North America
12/30/2016
   
2,936
 
Providence Equity Partners V L.P.
North America
12/30/2016
   
274,806
 
Providence Equity Partners VI L.P.
North America
12/30/2016
   
1,471,728
 
Silver Lake Partners II, L.P.
North America
12/30/2016
   
1,492,024
 
TCW/Crescent Mezzanine Partners VB, L.P.
North America
12/30/2015
   
657,217
 
TPG Opportunities Partners III (B), L.P. d
North America
06/30/2015
   
61,677
 
Wellspring Capital Partners IV, L.P. d
North America
06/30/2015
   
787,754
 
Total Secondary Investments (68.23%)
       
46,329,658
 
Total Investments in Investment Funds (Cost $50,282,420)(73.72%)
      
$
50,054,993
 
             
Short-Term Investment (27.75%)            
Money Market Fund
        
Fair Value
 
Fidelity Government Money Market Fund - Institutional Class, 0.86% i
      
$
18,843,084
 
Total Money Market Fund (27.75%)
      
$
18,843,084
 
             
Total Short-Term Investment (Cost $18,843,084) (27.75%)
        
$
18,843,084
 
             
Total Investments (Cost $69,125,504) (101.47%)
        
$
68,898,077
 
             
Liabilities in Excess of Other Assets (-1.47%)
       
(997,243
)
             
Shareholders' Capital (100.00%)
        
$
67,900,834
 
 
a
Investment Funds are generally offered in private placement transactions and as such are illiquid and generally restricted as to resale.
Total cost and fair value of illiquid and restricted securities as of June 30, 2017 was $50,282,420 and $50,054,993, respectively.
b
In the case of Investment Funds, geographic region generally refers to where the general partner is headquartered and may be different from where an Investment Fund invests or operates.
c
This Investment Fund invests in privately or publicly owned enterprises operating in a varierty of industries.
d
Non-income producing.
e
This Investment Fund focuses on investing in junior debt securities of private middle market businesses.
f
This Investment Fund focuses on buyouts, growth capital investments and restructurings.
g
These Investment Funds invest in growth-stage companies, including control/buyout investments in more mature companies and minority deals in less mature companies. 
h
These Investment Funds have no redemption provisions, are issued in private placement transactions and are restricted as to resale.
i
The rate quoted is the annualized seven-day yield of the Fund at the period end.
j
Formally known as Sankaty Credit Opportunities V-E, L.P.
k
The Fund ordinarily acquires portfolios of investments that are comprised of interests in multiple private equity funds (rather than single interests in such funds) and pays a single purchase price for each such portfolio.  As a result, the specific acquisition cost allocated to each Investment Fund does not necessarily reflect the actual cost of each such Investment Fund. As of June 30, 2017, the aggregate cost of each investment restricted to resale was $3,411,488, $2,151,417, $241,819, $369,434, $129,235, $5,527,344, $2,880,242, $679,606, $617,162, $1,172,020, $954,042, $5,366,500, $186,722, $11,596, $62,855, $569,056, $690,514, $1,581,608, $192,483, $1,321,404, $1,806,844, $2,176,537, $253,201, $294,802, $954,319, $545,659, $0, $544,972, $1,850,843, $2,908,352, $3,411,393, $471,140, $1,986,654, $60,034, $120,147, $105,492, $1,130, $222,838, $1,387,037, $1,642,022, $628,650, $51,482, and $742,325, respectively, totaling $50,282,420.
 

Pomona Investment Fund, formerly known as Pomona Private Equity Fund (the “Fund”), was organized as a Delaware statutory trust on August 12, 2014 and commenced operations on May 7, 2015. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company.

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

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

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

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


In accordance with the authoritative guidance on fair value measurements and disclosures under accounting principles generally accepted in the United States of America (“U.S. GAAP”), the Fund discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based on unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurement). The guidance establishes three levels of fair value as listed below.
 
-
Level 1 – Inputs that reflect unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access at the measurement date
 
-
Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, including inputs in markets that are not considered to be active
 
-
Level 3 – Inputs that are unobservable
 
The notion of unobservable inputs is intended to allow for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Under Level 3, the owner of an asset must determine fair value based on its own assumptions about what market participants would take into account in determining the fair value of the asset, using the best information available.

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

A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement; however, the determination of what constitutes “observable” requires significant judgment by Pomona Management LLC (the “Administrator”). The Administrator considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. Private equity funds are generally restricted securities that are subject to substantial holding periods and restrictions on resale and are not traded in public markets. Accordingly, the Fund would not be able to resell such investments for extended periods, if at all.
 
In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-07 (“ASU 2015-07”), Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), modifying Accounting Standards Codification 946 Financial Services – Investment Companies. Under the modifications, investments in affiliated and private investment funds valued at NAV are no longer included in the fair value hierarchy. As a result of adopting ASU 2015-07, investments in Investment Funds with a fair value of $50,054,993 are excluded from the fair value hierarchy as of June 30, 2017.
 

The following table represents the investments carried at fair value on the Statement of Assets and Liabilities by level within the valuation hierarchy as of June 30, 2017:
 
Investments
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Short-Term Investment
 
$
18,843,084
   
$
-
   
$
-
   
$
18,843,084
 
Total
 
$
18,843,084
   
$
-
   
$
-
   
$
18,843,084
 

During the period ended June 30, 2017, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy. The Fund records all transfers at the end of each reporting period.

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

At June 30, 2017, the federal tax cost of investment securities and unrealized appreciation (depreciation) as of the period end were as follows:

Gross unrealized appreciation
 
$
10,327,795
 
Gross unrealized depreciation
   
(3,473,046
)
Net unrealized appreciation
 
$
6,854,749
 
Cost of investments
 
$
62,043,328
 

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.


ITEM 2. 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 last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 3. EXHIBITS.

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 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
August 29, 2017
 
     
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
     
By (Signature and Title)*
/s/ Michael Granoff
 
 
Michael Granoff, President & Principal Executive Officer
 
 
(Principal Executive Officer)
 
     
Date
August 29, 2017
 
     
By (Signature and Title)*
/s/ Joel Kress
 
 
Joel Kress, Treasurer and Principal Financial Officer
 
 
(Principal Financial Officer)
 
     
Date
August 29, 2017
 

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