N-CSRS 1 fp0059490_ncsrs.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: September 30, 2020

 

 

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 20549-0609. 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.

 

Consolidated Financial Statements

 

For the Six-Months Ended September 30, 2020

 

(Unaudited)

 

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

 

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

 

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

 

 

Pomona Investment Fund

 

 

Table of Contents
For the Six-Months Ended September 30, 2020 (Unaudited)

 

 

   

Consolidated Schedule of Investments

1-5

Consolidated Statement of Assets, Liabilities and Shareholders’ Capital

6

Consolidated Statement of Operations

7

Consolidated Statements of Changes in Shareholders’ Capital

8-9

Consolidated Statement of Cash Flows

10

Consolidated Financial Highlights

11-13

Notes to Consolidated Financial Statements

14-22

Other Information

23

 

 

Pomona Investment Fund

 

 

Consolidated Schedule of Investments
September 30, 2020 (Unaudited)

 

 

Private Equity Investments a, g (92.90%)

Direct Investments/Co-Investments (6.02%)

 

Shares

   

Geographic
Region
b

   

Original
Acquisition
Date

   

Fair
Value

 

AAA Partners, Inc. c

    744,628       North America       6/21/2019     $ 2,340,496  

Investcorp Aspen Offshore Fund, L.P.

            North America       7/1/2019       4,957,993  

Roark Capital Partners II Sidecar, L.P. c

            North America       10/18/2018       824,722  

WP AUSA, L.P. c

            North America       7/22/2019       5,964,442  

Total Direct Investments/Co-Investments (6.02%)

                            14,087,653  
                                 

Primary Investments (1.61%)

                               

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

            Europe       4/11/2019       678,352  

Berkshire Fund X-A, L.P. c

            North America       9/22/2020        

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

            North America       9/28/2018       486,275  

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

            North America       4/30/2018       2,063,175  

The Veritas Capital Fund VII, L.P. c

            North America       10/10/2019       551,924  

Total Primary Investments (1.61%)

                            3,779,726  
                                 

Seasoned Primary Investments (7.74%)

                               

Aerospace, Transportation and Logistics Fund II LP

            North America       3/31/2019       1,189,768  

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

            North America       12/1/2017       653,831  

Gryphon Partners IV, L.P.

            North America       6/24/2016       8,607,826  

Ironsides Offshore Direct Investment Fund V, L.P. c

            North America       12/31/2019       2,961,524  

Merit Mezzanine Fund VI, L.P.

            North America       3/2/2018       2,281,995  

VSS Structured Capital Parallel III, L.P.

            North America       1/26/2018       2,435,071  

Total Seasoned Primary Investments (7.74%)

                            18,130,015  
                                 

Secondary Investments (77.53%)

                               

ABRY Partners V, L.P.

            North America       12/31/2018       2,984  

Advent International GPE VII-B Limited Partnership

            North America       6/30/2015       2,704,269  

Advent International GPE VII-C Limited Partnership c

            North America       12/31/2019       2,754,484  

Altor 2003 Fund (No. 1) LP c

            Europe       12/31/2018       7,399  

AP VIII Private Investors, LLC

            Europe       6/28/2019       3,876,993  

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

            Europe       6/30/2017       192,771  

Apax Europe VI - A, L.P.

            Europe       12/30/2016       523,245  

Apollo Investment Fund VI, L.P. c

            North America       12/31/2018       70,930  

Apollo Investment Fund VII, L.P.

            North America       9/29/2017       141,118  

Ares Corporate Opportunities Fund III, L.P. c

            North America       12/31/2019       226,651  

Audax Mezzanine Fund III, L.P.

            North America       9/30/2016       1,779,069  

Audax Private Equity Fund, L.P. c

            North America       12/31/2018       3,449  

Audax Private Equity Fund II, L.P. c

            North America       12/31/2018       23,769  

Audax Private Equity Fund III, L.P.

            North America       9/30/2015       323,924  

Audax Private Equity Fund IV, L.P.

            North America       9/29/2017       222,205  

Audax Senior Loan Fund III, L.P.

            North America       9/28/2018       465,647  

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

            North America       12/31/2019       290,974  

Avista Capital Partners III, L.P. c

            North America       12/31/2019       60,097  

Avista Healthcare Partners, L.P. c

            North America       12/31/2019       2,148,087  

Bain Capital Asia Fund II, L.P. c

            North America       12/31/2019       1,128,437  

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

            North America       6/30/2015       240,673  

Bain Capital Europe Fund III, L.P. c

            North America       12/30/2016       567,321  

Bain Capital Fund VII, L.P.

            North America       12/29/2017       6,143,980  

Bain Capital Fund VIII, L.P. c

            North America       12/30/2015       12,478  

Bain Capital Fund VIII-E, L.P. c

            North America       12/31/2018       4,898  

Bain Capital Fund IX, L.P. c

            North America       12/31/2018       368,563  

Bain Capital Fund X, L.P.

            North America       12/30/2015       2,288,612  

 

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

 

1

 

 

Pomona Investment Fund

 

 

Consolidated Schedule of Investments
September 30, 2020 (Unaudited) (continued)

 

 

Private Equity Investments a, g (92.90%) (continued)

Secondary Investments (77.53%) (continued)

 

Shares

   

Geographic
Region
b

   

Original
Acquisition
Date

   

Fair
Value

 

Bain Capital VII Coinvestment Fund, L.P.

            North America       12/29/2017     $ 85,411  

Bain Capital VIII Coinvestment Fund, L.P. c

            North America       12/31/2018       1,416  

Bain Capital IX Coinvestment Fund, L.P. c

            North America       12/31/2018       80,574  

BC Asia III Private Investors, L.P. c

            North America       6/30/2020       2,536,692  

BC Europe IV Private Investors, L.P. c

            North America       6/30/2020       1,160,776  

BC Life Sciences Private Investors, L.P. c

            North America       6/30/2020       2,012,269  

BC XI Private Investors, L.P. c

            North America       6/30/2020       2,724,376  

BC XII Private Investors, L.P. c

            North America       6/30/2020       2,397,802  

BCP V-S L.P. c

            North America       9/29/2017       50,608  

Berkshire Fund VI, Limited Partnership c

            North America       12/31/2018       4,751,458  

Berkshire Fund VII, L.P. c

            North America       12/31/2018       287,653  

Blackstone Capital Partners V L.P.

            North America       9/29/2017       282,742  

Carlyle Partners V, L.P. c

            North America       12/31/2019       147,794  

CDRF8 Private Investors, LLC c

            North America       6/30/2017       173,829  

Cerberus Institutional Partners, L.P. - Series Three

            North America       12/30/2016       6,005  

Cerberus Institutional Partners, L.P. - Series Four

            North America       12/30/2016       640,983  

CHP III, L.P. c

            North America       9/29/2017       307,685  

CI Capital Investors II, L.P. c

            North America       12/31/2019       451,591  

CI Capital Investors III, L.P. c

            North America       12/31/2019       1,025,350  

Clearlake Capital Partners IV, L.P.

            North America       12/31/2019       2,142,299  

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

            North America       12/31/2019       677,149  

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

            North America       6/29/2018       364,590  

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

            North America       6/29/2018       2,070,271  

DCM IV, L.P. c

            North America       6/30/2015       258,079  

DCM V, L.P. c

            North America       6/30/2015       338,991  

DCM VI, L.P. c

            North America       6/30/2015       1,423,027  

Francisco Partners II, L.P. c

            North America       12/31/2018       160,741  

FSN Capital IV L.P. c

            Europe       12/31/2019       434,565  

General Atlantic Investment Partners 2013, L.P.

            North America       12/31/2019       4,199,344  

GESD Investors II, L.P. c

            North America       9/29/2017       749,444  

Green Equity Investors V, L.P.

            North America       9/29/2017       3,225,141  

Gridiron Capital Fund II, L.P. c

            North America       12/31/2019       1,618,555  

Gridiron Energy Feeder I, L.P. c

            North America       5/10/2017       2,468,630  

GS Capital Partners VI Parallel, L.P. c

            North America       12/31/2019       113,215  

GSO Capital Opportunities Overseas Fund L.P. c

            North America       12/30/2015       47,412  

GSO Private Investors Offshore II, L.P.

            North America       6/30/2017       56,906  

H&F Arrow SPV, L.P. c

            North America       8/28/2020       1,231,762  

H&F Executives VIII, L.P. c

            North America       9/30/2020       3,397,894  

H&F Executives IX, L.P. c

            North America       9/30/2020       609,206  

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

            North America       12/31/2018       384,904  

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

            North America       12/31/2018       902,747  

Harvest Partners V, L.P.

            North America       12/29/2017       1,958  

Hellman & Friedman Capital Partners VI, L.P. c

            North America       3/31/2019       131,041  

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

            North America       6/28/2019       9,498,091  

HgCapital 5 L.P. c

            Europe       12/31/2018       37,702  

Insight Equity I LP c

            North America       12/31/2018       28,205  

Insight Equity II LP c

            North America       12/31/2018       865,569  

Insight Partners Continuation Fund, L.P.

            North America       8/14/2019       7,855,759  

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

            North America       9/30/2019       2,389,050  

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

            North America       9/30/2019       2,422,822  

Insight Venture Partners Coinvestment Fund II, L.P. c

            North America       6/30/2015       676,991  

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

            North America       6/30/2015       212,513  

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

            North America       9/30/2019       433,652  

 

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

 

2

 

 

Pomona Investment Fund

 

 

Consolidated Schedule of Investments
September 30, 2020 (Unaudited) (continued)

 

 

Private Equity Investments a, g (92.90%) (continued)

Secondary Investments (77.53%) (continued)

 

Shares

   

Geographic
Region
b

   

Original
Acquisition
Date

   

Fair
Value

 

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

            North America       9/30/2019     $ 1,001,381  

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

            North America       9/30/2019       61,830  

Insight Venture Partners VI, L.P. c

            North America       6/30/2015       19,143  

Insight Venture Partners VII, L.P.

            North America       6/30/2015       2,818,449  

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

            North America       12/31/2019       286,009  

Insight Venture Partners VIII, L.P. c

            North America       6/30/2015       3,628,830  

Insight Venture Partners IX, L.P.

            North America       9/30/2019       62,140  

J.W. Childs Equity Partners III, L.P. c

            North America       12/31/2018       7,246  

JMI Equity Fund VI, L.P. c

            North America       9/29/2017       20,850  

Kelso Investment Associates VIII, L.P.

            North America       9/29/2017       1,174,304  

KKR 2006 Fund L.P.

            North America       9/29/2017       171,647  

KKR 2006 Private Investors Offshore, L.P.

            North America       6/30/2017       443,844  

KPS Special Situations Fund III, L.P.

            North America       9/29/2017       7,907  

KPS Special Situations Fund III, L.P. (Supplemental - Feeder), Ltd.

            North America       12/29/2017       10,259  

Littlejohn Fund III, L.P. c

            North America       12/31/2018       22,549  

Littlejohn Fund IV, L.P.

            North America       12/30/2015       725,688  

Madison Dearborn Capital Partners IV, L.P. c

            North America       12/31/2019       490,741  

Madison International Real Estate Liquidity Fund V c

            North America       6/30/2015       13,508  

MDP Fund, L.P. c

            Europe       6/30/2015       177,797  

Merchant Banking Partners IV, L.P.

            North America       9/29/2017       26,244  

Montreux Equity Partners IV, L.P. c

            North America       9/29/2017       380,600  

MPE Partners II, L.P. c

            North America       6/28/2019       1,977,035  

MSouth Equity Partners II, L.P. c

            North America       12/31/2019       1,033,866  

Nautic Partners VI-A, L.P. c

            North America       12/31/2019       854,179  

New Enterprise Associates 12, Limited Partnership c

            North America       9/29/2017       56,861  

New Mountain Partners III, L.P. c

            North America       9/29/2017       620,000  

NewView Capital Fund I, L.P. c

            North America       10/31/2018       5,888,990  

Oaktree Private Investment Fund 2010, L.P.

            North America       6/30/2015       64,976  

Oak Investment Partners XII, Limited Partnership c

            North America       3/31/2019       309,698  

Paladin III (HR), L.P. c

            North America       9/29/2017       723,453  

Pamlico Capital III, L.P. c

            North America       12/31/2019       3,611,936  

Parthenon Investors II, L.P. c

            North America       12/31/2018       140,308  

Parthenon Investors III, L.P.

            North America       12/31/2018       2,539,900  

Permira IV Feeder, L.P. c

            Europe       4/23/2020       6,024,193  

Perry Partners International, Inc. c

            North America       12/30/2015       1,372  

Platinum Equity Capital Partners II, L.P. c

            North America       9/29/2017       72,318  

Providence Equity Partners IV, L.P. c

            North America       12/30/2016       12,304  

Providence Equity Partners V, L.P. c

            North America       12/30/2016       86,021  

Providence Equity Partners VI, L.P.

            North America       12/30/2016       6,073,656  

Providence Equity Partners VII, L.P.

            North America       9/29/2017       300,804  

Providence TMT Special Situations Fund L.P. c

            North America       12/31/2018       12,094  

Roark Capital Partners II, LP c

            North America       6/29/2018       983,114  

Roark Capital Partners III LP c

            North America       6/29/2018       1,427,756  

Roark Capital Partners IV LP

            North America       6/29/2018       811,362  

Saw Mill Capital Partners, L.P. c

            North America       9/29/2017       61,555  

Silver Lake Partners II, L.P.

            North America       12/30/2016       11,405  

Silver Lake Partners III, L.P.

            North America       12/31/2018       173,565  

Silver Lake Partners V, L.P. c

            North America       6/30/2020       2,677,728  

Sixth Cinven Fund (No. 4) Limited Partnership c

            Europe       6/28/2019       2,660,786  

SL SPV-2 L.P. c

            North America       2/14/2019       713,714  

Summit Partners Private Equity Fund VII-A, L.P. c

            North America       12/31/2018       612,888  

Summit Partners Venture Capital Fund II-A, L.P. c

            North America       12/31/2018       37,574  

 

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

 

3

 

 

Pomona Investment Fund

 

 

Consolidated Schedule of Investments
September 30, 2020 (Unaudited) (continued)

 

 

Private Equity Investments a, g (92.90%) (continued)

Secondary Investments (77.53%) (continued)

 

Shares

   

Geographic
Region
b

   

Original
Acquisition
Date

   

Fair
Value

 

Summit Ventures VI-A, L.P. c

            North America       12/31/2018     $ 357,142  

Sun Capital Partners IV, LP c

            North America       12/31/2018       196,339  

Sun Capital Partners V, L.P.

            North America       12/31/2018       311,317  

SunTx Capital Partners II, L.P. c

            North America       12/31/2019       1,208,460  

TA X, L.P.

            North America       12/31/2018       3,321  

TCW/Crescent Mezzanine Partners VB, L.P. c

            North America       12/30/2015       228,585  

Tennenbaum Opportunities Fund V, LLC

            North America       9/29/2017       216,479  

The Veritas Capital Fund III, L.P.

            North America       9/29/2017       97,151  

The Veritas Capital Fund V, L.P. c, d, e

            North America       6/28/2019       12,477,277  

Thomas H. Lee Equity Fund VI, L.P.

            North America       12/29/2017       881  

Thomas H. Lee Equity Fund VI (2019), L.P.

            North America       5/30/2019       891,026  

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

            North America       6/29/2018       5,439,044  

Thomas H. Lee Parallel Fund VI, L.P.

            North America       9/28/2018       5,392  

TowerBrook Investors III, L.P.

            North America       12/31/2019       58,869  

TPF II-A, L.P. c

            North America       12/31/2019       75,921  

TPG Growth III (A), L.P.

            North America       12/31/2019       2,525,112  

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

            North America       6/30/2015       44,079  

TPG Partners V, L.P.

            North America       9/29/2017       28,247  

TPG Partners VI, L.P.

            North America       9/29/2017       1,345,176  

TPG STAR, L.P. c

            North America       9/29/2017       236,120  

Vista Equity Partners Fund V, L.P. c

            North America       9/28/2018       4,937,484  

Warburg Pincus Private Equity VIII, L.P. c

            North America       12/31/2018       1,338  

Waud Capital Partners QP II, L.P. c

            North America       12/31/2018       70,358  

Weston Presidio V, L.P. c

            North America       12/31/2018       196,467  

Westview Capital Partners II, L.P. c

            North America       12/31/2019       752,501  

Wicks Communications & Media Partners III, L.P.

            North America       12/31/2018       16,414  

Wind Point Partners VII-B, L.P. c

            North America       9/29/2017       578,385  

Total Secondary Investments (77.53%)

                            181,551,528  

Total Private Equity Investments (Cost $203,677,469) (92.90%)

                          $ 217,548,922  

 

Short-Term Investments (9.98%)

Money Market Fund

       

Fidelity Investments Money Market Government Portfolio - Class I, 0.01% f

  $ 20,695,947  

JP Morgan U.S. Government Money Market Fund, 0.01% f

    2,666,395  

Total Money Market Fund (9.98%)

  $ 23,362,342  
         

Total Short-Term Investments (Cost $23,362,342) (9.98%)

  $ 23,362,342  
         

Total Investments (Cost $227,039,811) (102.88%)

  $ 240,911,264  
         

Liabilities in Excess of Other Assets (-2.88%)

    (6,736,330 )
         

Shareholders’ Capital (100.00%)

  $ 234,174,934  

 

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 September 30, 2020 was $203,677,469 and $217,548,922, respectively.

 

b

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.

 

c

Non-income producing.

 

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

 

4

 

 

Pomona Investment Fund

 

 

Consolidated Schedule of Investments
September 30, 2020 (Unaudited) (continued)

 

 

d

This Private Equity Investment has no redemption provisions, was issued in a private placement transaction and is restricted to resale.

 

e

This Private Equity Investment invests primarily in middle-market companies in select target industries.

 

f

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

 

g

Pomona Investment Fund ordinarily acquires portfolios of investments that are comprised of interests in multiple private equity funds (rather than single interests in such funds) and pays a single purchase price for each such portfolio. As a result, the specific acquisition cost allocated to each Private Equity Investment does not necessarily reflect the actual cost of each such investment. As of September 30, 2020, the aggregate cost of each investment restricted to resale was:

 

$2,445,599, $5,157,479, $618,317, $4,860,000, $717,245, $0, $444,406, $1,810,591, $592,936, $1,228,841, $550,765, $5,061,184, $2,303,198, $2,279,986, $2,504,789, $28,494, $2,465,453, $1,948,699, $15,435, $2,248,801, $179,787, $568,768, $207,218, $354,955, $585,890, $2,638,439, $2,154, $3,942, $2,427,892, $244,719, $526,681, $202,529, $0, $1,363,930, $1,160,172, $56,735, $953,841, $5,901,668, $450,882, $10,142, $421,493, $4,134,802, $60,663, $4,423, $138,015, $733,151, $638,861, $409,174, $1,138,056, $1,430,961, $61,997, $6,066,247, $1,011,242, $498,172, $207,326, $308,362, $60,632, $688,460, $368,290, $444,310, $1,226,650, $1,820,630, $616,478, $461,676, $3,591,431, $148,013, $1,207,231, $1,880,528, $117,196, $374,937, $2,695,063, $443,276, $4,399,910, $2,593,344, $1,809,847, $111,548, $261,086, $205,864, $1,230,991, $2,015,671, $478,626, $488,396, $1,702,862, $72,969, $311,000, $8,894,843, $79,100, $157,636, $812,387, $6,854,372, $1,394,871, $1,777,274, $569,789, $218,454, $510,364, $734,085, $45,635, $966,960, $1,709,579, $171,994, $2,196,458, $44,649, $453, $4,482, $1,756,295, $266,421, $331,742, $487,022, $496,027, $10,272, $1,521,610, $514,227, $24,472, $1,864,018, $7,428, $352,649, $1,552,826, $1,793,233, $759,150, $128,093, $826,896, $4,394,345, $45,196, $241,986, $0, $2,754,865, $225,909, $1,028,812, $4,819,354, $105,492, $319,961, $19,151, $436,235, $5,856,685, $270,744, $5,693, $847,746, $1,043,327, $853,343, $675,054, $1,415,896, $944,654, $1,795,377, $1,902,423, $498,431, $740,922, $60,261, $444,480, $288,355, $492,200, $1,097,436, $1,414, $283,100, $284,364, $364,079, $8,083,640, $106,434, $542,000, $3,841,618, $129,283, $267,492, $19,744, $2,355,836, $38,405, $337,703, $2,197,922, $573,289, $5,233,183, $29,979, $45,465, $100,545, $683,621, $123,227, $362,605, respectively, totaling, $203,677,469.

 

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.

 

5

 

 

Pomona Investment Fund

 

 

Consolidated Statement of Assets, Liabilities and Shareholders’ Capital
September 30, 2020 (Unaudited)

 

 

Assets

       

Private Equity Investments, at fair value (cost $203,677,469)

  $ 217,548,922  

Short-term investments, at fair value (cost $23,362,342)

    23,362,342  

Cash

    66,177  

Expense waiver receivable

    164,352  

Deferred financing costs

    110,362  

Prepaid insurance

    56,675  

Deferred offering costs

    36,208  

Other assets

    67,740  

Total Assets

    241,412,778  
         

Liabilities

       

Loan payable

    3,992,620  

Payable for shares repurchased

    1,313,286  

Management fee payable

    987,849  

Professional fees payable

    247,464  

Distribution and servicing fee payable

    156,311  

Administration fee payable

    149,674  

Commitment and interest fees payable

    108,466  

Other accrued expenses

    282,174  

Total Liabilities

    7,237,844  
         

Commitments and contingencies (see Note 9 and 10)

     
         

Shareholders’ Capital

  $ 234,174,934  
         

Shareholders’ Capital

       

Paid-in Capital

  $ 202,268,835  

Total distributable earnings (loss)

    31,906,099  
         

Total Shareholders’ Capital

  $ 234,174,934  
         

Shareholders’ Capital Attributable to:

       

Class A Shares

  $ 123,713,871  

Class M2 Shares

    7,836,722  

Class I Shares

    102,624,341  
    $ 234,174,934  
         

Shares Outstanding:

       

Class A Shares

    10,951,773  

Class M2 Shares

    675,690  

Class I Shares

    8,848,832  
      20,476,295  
         

Net asset value per Share:

       

Class A Shares

  $ 11.30  

Class M2 Shares

  $ 11.60  

Class I Shares

  $ 11.60  

 

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

 

6

 

 

Pomona Investment Fund

 

 

Consolidated Statement of Operations
For the Six-Months Ended September 30, 2020 (Unaudited)

 

 

Income

       

Dividend income

  $ 260,801  

Interest income

    605,388  

Other income

    23,958  

Total Income

    890,147  
         

Expenses

       

Management fee

    1,746,998  

Professional fees

    441,305  

Distribution and servicing fee

    310,126  

Administration fee

    264,543  

Commitment and interest fees

    194,375  

Other expenses

    820,731  

Total Expenses

    3,778,078  
         

Less: Waivers and/or expense reimbursements

    (466,313 )
         

Net Expenses

    3,311,765  
         

Net Investment Loss

    (2,421,618 )
         

Net Realized Gain and Change in Unrealized Appreciation on Private Equity Investments and Foreign Currency Translation

       

Net realized gain from Private Equity Investments

    8,816,188  

Net realized gain from foreign currency translation

    8,780  

Total net realized gain from Private Equity Investments and foreign currency translation

    8,824,968  
         

Net change in unrealized appreciation on Private Equity Investments

    37,970,619  

Net change in unrealized appreciation on foreign currency translation

    50,049  
         

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

    38,020,668  
         

Net Realized Gain and Change in Unrealized Appreciation on Private Equity Investments and Foreign Currency Translation

    46,845,636  
         

Net increase in Shareholders’ Capital from operations

  $ 44,424,018  

 

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

 

7

 

 

Pomona Investment Fund

 

 

Consolidated Statements of Changes in Shareholders’ Capital

 

 

   

For the
Six-Months Ended
September 30,
2020
(Unaudited)

   

For the
Year Ended
March 31,
2020

 

Operations

               

Net investment loss

  $ (2,421,618 )   $ (2,169,044 )

Net realized gain from Private Equity Investments and foreign currency translation

    8,824,968       16,802,365  

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

    38,020,668       (13,512,175 )

Net increase in Shareholders’ Capital from operations

    44,424,018       1,121,146  
                 

Distributions to Shareholders

               

Class A Shares

          (12,997,192 )

Class M2 Shares

          (387,905 )

Class I Shares

          (5,986,838 )

Decrease in Shareholders’ Capital from distributions to Shareholders

          (19,371,935 )
                 

Shareholders’ Capital Transactions

               

Class A Shares

               

Proceeds from sale of Shares

    5,574,065       13,099,655  

Reinvestment of distributions

          12,106,306  

Exchange of Shares

    (678,163 )     (11,782,702 )

Repurchases of Shares

    (1,380,481 )     (648,659 )

Total Class A Transactions

    3,515,421       12,774,600  
                 

Class M2 Shares

               

Proceeds from sale of Shares

          6,117,250  

Reinvestment of distributions

          308,858  

Exchange of Shares

           

Repurchases of Shares

    (485,796 )     (66,802 )

Total Class M2 Transactions

    (485,796 )     6,359,306  
                 

Class I Shares

               

Proceeds from sale of Shares

    10,158,000       35,381,430  

Reinvestment of distributions

          4,720,482  

Exchange of Shares

    678,163       11,782,702  

Repurchases of Shares

    (642,001 )     (3,205,972 )

Total Class I Transactions

    10,194,162       48,678,642  

Increase in Shareholders’ Capital from capital transactions

    13,223,787       67,812,548  
                 

Shareholders’ Capital

               

Beginning of period

    176,527,129       126,965,370  

End of period

  $ 234,174,934     $ 176,527,129  

 

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

 

8

 

 

Pomona Investment Fund

 

 

Consolidated Statements of Changes in Shareholders’ Capital
(continued)

 

 

   

For the
Six-Months Ended
September 30,
2020
(Unaudited)

   

For the
Year Ended
March 31,
2020

 

Shareholder Activity

               

Class A Shares outstanding at beginning of period

    10,556,002       9,228,343  

Shares sold

    590,366       1,293,309  

Shares reinvested

          1,275,718  

Shares exchanged

    (65,629 )     (1,175,848 )

Shares repurchased

    (128,966 )     (65,520 )

Class A Shares outstanding at end of period

    10,951,773       10,556,002  
                 

Class M2 Shares outstanding at beginning of period

    720,645       87,610  

Shares sold

          607,240  

Shares reinvested

          31,868  

Shares exchanged

           

Shares redeemed

    (44,955 )     (6,073 )

Class M2 Shares outstanding at end of period

    675,690       720,645  
                 

Class I Shares outstanding at beginning of period

    7,832,144       3,083,926  

Shares sold

    1,008,032       3,440,609  

Shares reinvested

          487,089  

Shares exchanged

    64,013       1,149,835  

Shares redeemed

    (55,357 )     (329,315 )

Class I Shares outstanding at end of period

    8,848,832       7,832,144  

 

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

 

9

 

 

Pomona Investment Fund

 

 

Consolidated Statement of Cash Flows
For the Six-Months Ended September 30, 2020 (Unaudited)

 

 

Cash flows from operating activities

       

Net increase in Shareholders’ Capital from operations

  $ 44,424,018  

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

       

Purchases of Private Equity Investments

    (19,915,300 )

Capital distributions received from Private Equity Investments

    13,939,564  

Net purchases of short-term investments

    (8,091,541 )

Net realized gain from Private Equity Investments

    (8,816,188 )

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

    (38,020,668 )

Amortization of deferred offering costs

    91,658  

Amortization of deferred financing costs

    12,265  

Changes in operating assets and liabilities:

       

Decrease in investments in Private Equity Investments paid in advance

    223,773  

Decrease in expense waiver receivable

    104,709  

Decrease in prepaid insurance

    56,675  

Increase in other assets

    (48,928 )

Increase in commitment and interest fees payable

    106,577  

Decrease in payable to Adviser

    (2,115 )

Increase in management fee payable

    249,283  

Increase in administration fee payable

    37,787  

Increase in distribution and servicing fee payable

    22,765  

Increase in professional fees payable

    72,497  

Decrease in finance costs payable

    (70,636 )

Increase in other accrued expenses

    38,024  

Net cash used in operating activities

    (15,585,781 )
         

Cash flows from financing activities

       

Proceeds from sale of Shares

    15,732,065  

Distributions to investors, net of reinvestments of distributions

     

Repurchases of Shares

    (3,811,665 )

Additions to offering costs

    (80,964 )

Additions to financing costs

    (1,917 )

Gross Borrowings

    3,814,439  

Net cash provided by financing activities

    15,651,958  
         

Net change in cash

    66,177  
         

Cash at beginning of period

     
         

Cash at End of Period

  $ 66,177  

 

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

 

10

 

 

Pomona Investment Fund

 

 

Consolidated Financial Highlights

 

 

   

Class A Shares

 
   

For the
Six-Months
Ended
September 30,
2020
(Unaudited)

   

For the
Year Ended
March 31,
2020

   

For the
Year Ended
March 31,
2019

   

For the
Year Ended
March 31,
2018

   

For the
Year Ended
March 31,
2017

   

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

 

Net asset value per Share, beginning of period

  $ 9.14     $ 10.20     $ 10.44     $ 10.09     $ 10.20     $ 10.00 (1) 

Net increase in Shareholders’ Capital from operations:

                                               

Net investment loss

    (0.13 )     (0.15 )     (0.15 )     (0.04 )     (0.09 )     (0.21 )*

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

    2.29       0.40       1.16       1.34       1.03       0.48  

Net increase in Shareholders’ Capital from operations:

    2.16       0.25       1.01       1.30       0.94       0.27  

Distributions from net investment income

                                   

Distributions from capital gains

          (1.31 )     (1.25 )     (0.95 )     (1.05 )     (0.07 )

Total distributions

          (1.31 )     (1.25 )     (0.95 )     (1.05 )     (0.07 )
                                                 

Net asset value per Share, end of period

  $ 11.30     $ 9.14     $ 10.20     $ 10.44     $ 10.09     $ 10.20  
                                                 

Total Return (2)

    23.59 %(3)     1.99 %     9.79 %     13.34 %     9.71 %     2.70 %(3)
                                                 

Ratios/Supplemental Data:

                                               

Shareholders’ Capital, end of period (in thousands)

  $ 123,714     $ 96,479     $ 94,109     $ 80,983     $ 63,225     $ 54,340  

Ratio of net investment loss to average Shareholders’ Capital

    (2.63 )%(4)     (1.45 )%     (1.51 )%     (0.59 )%     (1.07 )%     (2.35 )%(4)

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

    3.96 %(4)     4.03 %     4.19 %     3.85 %     4.05 %     5.40 %(4)

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

    (0.45 )%(4)     (0.48 )%     (0.50 )%     (0.71 )%     (0.87 )%     (2.31 )%(4)

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

    3.51 %(4)     3.55 %     3.69 %     3.14 %     3.18 %     3.09 %(4)

Portfolio Turnover

    0.00 %(3)     0.07 %     0.00 %     0.00 %     0.00 %     0.00 %

 

*

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

 

(1)

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

 

(2)

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

 

(3)

Not annualized.

 

(4)

Annualized.

 

(5)

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

 

(6)

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

 

(7)

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

 

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

 

11

 

 

Pomona Investment Fund

 

 

Consolidated Financial Highlights
(continued)

 

 

   

Class M2 Shares

 
   

For the
Six-Months
Ended
September 30,
2020
(Unaudited)

   

For the
Year Ended
March 31,
2020

   

For the
Year Ended
March 31,
2019

   

For the
Year Ended
March 31,
2018

   

For the Period
October 1, 2016
(Commencement
of Operations) to
March 31,
2017

 

Net asset value per Share, beginning of period

  $ 9.36     $ 10.36     $ 10.54     $ 10.11     $ 10.65 (1) 

Net increase in Shareholders’ Capital from operations:

                                       

Net investment loss

    (0.11 )     (0.26 )     (0.11 )     (0.02 )     (0.01 )*

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

    2.35       0.57       1.18       1.40       0.52  

Net increase in Shareholders’ Capital from operations:

    2.24       0.31       1.07       1.38       0.51  

Distributions from net investment income

                             

Distributions from capital gains

          (1.31 )     (1.25 )     (0.95 )     (1.05 )

Total distributions

          (1.31 )     (1.25 )     (0.95 )     (1.05 )
                                         

Net asset value per Share, end of period

  $ 11.60     $ 9.36     $ 10.36     $ 10.54     $ 10.11  
                                         

Total Return (2)

    23.92 %(3)     2.54 %     10.40 %     13.97 %     5.32 %(3)
                                         

Ratios/Supplemental Data:**

                                       

Shareholders’ Capital, end of period (in thousands)

  $ 7,837     $ 6,745     $ 908     $ 830     $ 276  

Ratio of net investment income/(loss) to average Shareholders’ Capital

    (2.06 )%(4)     (1.19 )%     (0.94 )%     0.01 %     (0.24 )%(4)

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

    3.61 %(4)     3.95 %     4.30 %     4.51 %     5.18 %(4)

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

    (0.67 )%(4)     (0.79 )%     (1.18 )%     (1.83 )%     (2.74 )%(4)

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

    2.94 %(4)     3.16 %     3.12 %     2.68 %     2.44 %(4)

Portfolio Turnover

    0.00 %(3)     0.07 %     0.00 %     0.00 %     0.00 %

 

*

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

 

**

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

 

(1)

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

 

(2)

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

 

(3)

Not annualized.

 

(4)

Annualized.

 

(5)

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

 

(6)

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

 

(7)

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

 

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

 

12

 

 

Pomona Investment Fund

 

 

Consolidated Financial Highlights
(continued)

 

 

   

Class I Shares

 
   

For the
Six-Months
Ended
September 30,
2020
(Unaudited)

   

For the
Year Ended
March 31,
2020

   

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

 

Net asset value per Share, beginning of period

  $ 9.36     $ 10.36     $ 10.54 (1) 

Net increase in Shareholders’ Capital from operations:

                       

Net investment loss

    (0.10 )     (0.08 )     (0.07 )*

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

    2.34       0.39       1.14  

Net increase in Shareholders’ Capital from operations:

    2.24       0.31       1.07  

Distributions from net investment income

                 

Distributions from capital gains

          (1.31 )     (1.25 )

Total distributions

          (1.31 )     (1.25 )
                         

Net asset value per Share, end of period

  $ 11.60     $ 9.36     $ 10.36  
                         

Total Return (2)

    23.92 %(3)     2.54 %     10.40 %(3)
                         

Ratios/Supplemental Data:**

                       

Shareholders’ Capital, end of period (in thousands)

  $ 102,624     $ 73,303     $ 31,948  

Ratio of net investment income/(loss) to average Shareholders’ Capital

    (2.10 )%(4)     (1.10 )%     (1.24 )%(4)

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

    3.43 %(4)     3.62 %     3.86 %(4)

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

    (0.46 )%(4)     (0.53 )%     (0.66 )%(4)

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

    2.97 %(4)     3.09 %     3.20 %(4)

Portfolio Turnover

    0.00 %(3)     0.07 %     0.00 %

 

*

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

 

**

Class I Shares commenced operations on April 1, 2018. These ratios include certain expenses related to the offering of this share class and other expenses associated with the commencement of operations that are specific only to the I share class.

 

(1)

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

 

(2)

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

 

(3)

Not annualized.

 

(4)

Annualized.

 

(5)

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

 

(6)

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

 

(7)

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

 

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

 

13

 

 

Pomona Investment Fund

 

 

Notes to Consolidated Financial Statements
September 30, 2020 (Unaudited)

 

 

1. Organization

 

Pomona Investment Fund (the “Fund”) was organized as a Delaware statutory trust on August 12, 2014 and commenced operations on May 7, 2015. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The Fund is managed by Pomona Management LLC (the “Adviser” and the “Administrator”), an investment adviser registered under the Investment Advisers Act of 1940, as amended. The objective of the Fund is to seek long-term capital appreciation by investing principally in private equity investments (“Private Equity Investments”). On August 3, 2017, in connection with the Fund’s previous revolving credit 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 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 Investment 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 September 30, 2020, the Fund offered three classes of shares: Classes A, I and M2 shares. The shares are continuously offered on a quarterly basis.

 

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

 

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

 

Class M2 Shares are offered through intermediary wealth management platforms associated with private banks and trust companies, at the then-current net asset value without an initial sales charge. The general minimum initial investment is $5,000,000. 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 accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Fund is considered an investment company and therefore applies the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services - Investment Companies”. The following is a summary of significant accounting policies used in preparing the consolidated financial statements.

 

Consolidation of a Subsidiary

 

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

 

14

 

 

Pomona Investment Fund

 

 

Notes to Consolidated Financial Statements
September 30, 2020 (Unaudited) (continued)

 

 

2. Summary of Significant Accounting Policies (continued)

 

Valuation of Investments

 

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

 

All investments are recorded at “Fair Value” in good faith. Fair value is based on actual or estimated market value, with special provisions for assets not having readily available market quotations, and for situations in which market quotations are deemed unreliable. The 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.

 

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 and Short-term Investments

 

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

 

Realized Gain/(Loss) on Investments

 

The Fund accounts for realized gains and losses on distributions received from 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 managers. For the six-months ended September 30, 2020, the Fund earned other income of $23,958.

 

15

 

 

Pomona Investment Fund

 

 

Notes to Consolidated Financial Statements
September 30, 2020 (Unaudited) (continued)

 

 

2. Summary of Significant Accounting Policies (continued)

 

Income Recognition and Expenses

 

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

 

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

 

Use of Estimates

 

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

 

3. Fair Value Disclosures

 

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

 

 

-

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

 

 

-

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

 

 

-

Level 3 – Inputs that are unobservable

 

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

 

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

 

A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement; however, the determination of what constitutes “observable” requires significant judgment by the Administrator. The Administrator considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. 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.

 

 

16

 

 

Pomona Investment Fund

 

 

Notes to Consolidated Financial Statements
September 30, 2020 (Unaudited) (continued)

 

 

3. Fair Value Disclosures (continued)

 

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 September 30, 2020:

 

Investments

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Direct Investments/Co-Investments

  $     $     $ 2,340,496     $ 2,340,496  

Short-Term Investments

  $ 23,362,342     $     $     $ 23,362,342  

Total

  $ 23,362,342     $     $ 2,340,496     $ 25,702,838  

 

As the Fund uses the NAV as a practical expedient to determine the fair value of certain Private Equity Investments, these investments are not required to be classified in the U.S. GAAP fair value hierarchy. As of September 30, 2020, $215,208,426was fair valued utilizing NAV as a practical expedient.

 

During the period ended September 30, 2020, the Fund did not have any transfers between any of the levels of the fair value hierarchy. The Fund records all transfers at the end of each reporting period.

 

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

 

 

Beginning
balance
March 31,
2020

   

Transfers
into
Level 3
during the
period

   

Transfers
out of
Level 3
during the
period

   

Total realized
gain/(loss)

   

Total
unrealized
appreciation /
(depreciation)

   

Net
purchases

   

Net
sales

   

Balance
as of
September 30,
2020

 
  $ 2,072,214     $     $     $     $ 268,282     $     $     $ 2,340,496  

 

The following table presents additional information about valuation methodologies and inputs used for investments that are measured at fair value and categorized within Level 3 as of September 30, 2020:

 

Fair Value
September 30,
2020

Valuation Methodologies

Unobservable Input

Input Range

$ 2,340,496

Market comparable companies

Enterprise value to EBITDA multiple

9.7 x – 14.5 x

 

17

 

 

Pomona Investment Fund

 

 

Notes to Consolidated Financial Statements
September 30, 2020 (Unaudited) (continued)

 

 

3. Fair Value Disclosures (continued)

 

A listing of the private equity investment types held by the Fund and the related attributes, as of September 30, 2020, 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

$ 14,087,653

$ 534,083

None

N/A

Liquidity in the form of distributions from Private Equity Investments

Primary

Investments in newly established private equity funds

$ 3,779,726

$ 9,693,809

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

$ 18,130,015

$ 4,441,733

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

$ 181,551,528

$ 41,145,852

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.

 

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 Shareholders’ Capital (before any repurchases of Shares) (the “Management Fee”). For the six-months ended September 30, 2020, the Fund incurred a Management Fee of $1,746,998.

 

The Administrator performs certain administrative, accounting and other services for the Fund, including (i) providing and/or arranging and overseeing the provision of office space, adequate personnel, and communications and other facilities necessary for administration of the Fund, (ii) performing certain administrative functions to support the Fund and its service providers, (iii) supporting the Board and providing it with information, (iv) providing accounting and legal services in support of the Fund, (v) providing compliance testing services, (vi) analyzing the value of the Fund’s assets, and (vii) reviewing and arranging for payment of the Fund’s expenses and other support services. In consideration of these services, the Fund pays the Administrator a quarterly fee of 0.0625% (0.25% on an annualized basis) of the Fund’s quarter-end Shareholders’ Capital (before any repurchase of Shares) (the “Administration Fee”). For the six-months ended September 30, 2020, the Fund incurred an Administration Fee of $264,543.

 

18

 

 

Pomona Investment Fund

 

 

Notes to Consolidated Financial Statements
September 30, 2020 (Unaudited) (continued)

 

 

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

 

The Adviser has entered into an expense limitation agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund that has been extended through September 30, 2021 (the “Limitation Period”) to limit the amount of the Fund’s aggregate quarterly ordinary operating expenses, excluding certain specified expenses listed below (“Specified Expenses”), borne by the Fund during the Limitation Period, to an amount not to exceed 0.50% on an annualized basis of the Fund’s quarter-end net assets (the “Expense Cap”). Specified Expenses include: (i) the Management Fee; (ii) all fees and expenses of 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 six-months ended September 30, 2020, the Adviser waived fees in the amount of $466,313, which are subject for recoupment. At September 30, 2020, the amounts outlined below are available for recoupment:

 

Quarter of Expiration:

       

December 2020

  $ 115,655  

March 2021

  $ 134,705  

June 2021

  $ 132,067  

September 2021

  $ 139,333  

December 2021

  $ 166,628  

March 2022

  $ 129,326  

June 2022

  $ 190,956  

September 2022

  $ 180,253  

December 2022

  $ 182,129  

March 2023

  $ 269,061  

June 2023

  $ 301,962  

September 2023

  $ 164,351  

 

Voya Investments Distributor, LLC acts as the distributor of the Shares (the “Distributor”). The Distributor directly distributes Shares to investors and may also enter into selected dealer agreements with various brokers and dealers (“Selling Agents”) that have agreed to participate in the distribution of the Fund’s Shares. The Fund pays the Distributor a quarterly fee of 0.1375% (0.55% on an annualized basis) of the Fund’s Shareholders’ Capital attributable to Class A shares as of each quarter-end, determined as of the last day of each quarter (before any repurchases of Shares) (the “Distribution and Servicing Fee”), for distribution and investor services provided to Class A shareholders. The Distribution and Servicing Fee is charged on an aggregate class-wide basis, and shareholders are expected to be subject to the Distribution and Servicing Fee as long as they hold their Class A Shares. The Distributor may, in its sole discretion, pay various Selling Agents some or all of the Distribution and Servicing Fee to compensate such Selling Agents for distribution and servicing support. The Distributor, Adviser, and Administrator are subsidiaries of Voya Financial, Inc. (formerly, ING U.S., Inc.). For the six-months ended September 30, 2020, the Fund incurred a Distribution and Servicing Fee of $310,126.

 

19

 

 

Pomona Investment Fund

 

 

Notes to Consolidated Financial Statements
September 30, 2020 (Unaudited) (continued)

 

 

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

 

UMB Fund Services, Inc. (“UMBFS”) provides certain sub-administration, sub-accounting, and tax services for the Fund. UMBFS charges fees to the Fund for these services based on the Fund’s Sub-Administration and Fund Accounting Agreement.UMB Bank, N.A., an affiliate of UMBFS, serves as the custodian of the Fund’s assets (the “Custodian”) and primarily charges the Fund a fixed fee based on the its average Shareholders’ Capital (before any repurchases of Shares).

 

Each member of the Board that is not an “interested person” (as defined in the 1940 Act) (an “Independent Trustee”) is paid an annual retainer of $35,000, a fee of $5,000 per year for serving on committees of the Board, and a fee per each in-person meeting of the Board of $2,500, plus reimbursement of reasonable out of pocket expenses.

 

The Fund retained Alaric Compliance Services, LLC to provide compliance services to the Fund, including a Chief Compliance Officer. For the six-months ended September 30, 2020, the Fund incurred Chief Compliance Officer fees and expenses in the amount of $45,000.

 

Prior to the Commencement of Operations, the Fund incurred organizational costs in order to establish the Fund and enable it to legally conduct business. All organizational expenses are expensed by the Fund as incurred.

 

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. Offering costs under $10,000 will be fully expensed when incurred while offering costs over this threshold are treated as deferred charges and are amortized over the subsequent 12-month period using the straight-line method. For the six-months ended September 30, 2020, the Fund incurred $91,658 of offering costs.

 

Certain shareholders of the Fund (“Affiliated Shareholders”) are affiliated with the Adviser. The aggregate value of the Affiliated Shareholders’ share of shareholders’ capital at September 30, 2020 is $95,724,303.

 

5. Revolving Credit Agreement

 

Effective February 1, 2018, the Fund entered into a $25,000,000 revolving credit agreement with Credit Suisse AG that was scheduled to mature on December 31, 2020. The credit facility was obtained for working capital requirements, such as financing repurchases of shares, distributions to investors and investments. The facility bore interest at London Interbank Offered Rate (“LIBOR”) plus 3.25% per annum, and has a commitment fee of 1.60% per annum on the daily unused portion. The Fund terminated this agreement with Credit Suisse AG effective March 30, 2020.

 

Effective March 30, 2020, the Fund entered into a $40,000,000 revolving credit agreement with Barclays Bank PLC (the “Barclays Facility”) that replaces the revolving credit agreement with Credit Suisse AG. The Barclays Facility has a five year term. The Fund entered into the Barclays Facility for working capital requirements, such as financing repurchases of shares, distributions to investors and investments. The Barclays Facility bears interest at London Interbank Offered Rate (“LIBOR”) plus 2.85% per annum, and has a commitment fee of 0.85% per annum on the daily unused portion. For the six-months ended September 30, 2020, the Fund utilized the facility, borrowed $3,814,439 (equivalent to €3,400,000), incurred $163,710 in commitment fees and incurred $30,665 (equivalent to €25,840) of interest expense on borrowings at a 2.85% interest rate.

 

6. Capital Share Transactions

 

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

 

20

 

 

Pomona Investment Fund

 

 

Notes to Consolidated Financial Statements
September 30, 2020 (Unaudited) (continued)

 

 

7. Federal and Other Taxes

 

It is the Fund’s intention to meet the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), that are applicable to a regulated investment company (“RIC”). The Fund elected to be a RIC with the filing of its 2015 federal income tax return. The Fund intends to continue to operate so as to qualify to be taxed as a RIC under the Code and, as such, to not be subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify for RIC tax treatment, among other requirements, the Fund is required to distribute at least 90% of its investment company taxable income, as defined by the Code. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. While the Fund intends to distribute substantially all of its taxable net investment income and capital gains, if any, in a manner necessary to minimize the imposition of a 4% excise tax, there can be no assurance that it will avoid any or all of the excise tax. In such event, the Fund will be liable only for the amount by which it does not meet the foregoing distribution requirements. The Fund has adopted October 31 as its tax year end. The Fund’s open tax 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 September 30, 2020 for federal income tax purposes or in, the Fund’s major state and local tax jurisdictions; Delaware, New York State, and New York City.

 

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

 

At September 30, 2020, the federal tax cost of investment securities and unrealized appreciation (depreciation) as of the period ended were as follows:

 

Gross unrealized appreciation

  $ 62,498,141  

Gross unrealized depreciation

    (17,509,597 )

Net unrealized appreciation

  $ 44,988,544  

Cost of investments

  $ 195,922,720  

 

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, 2019, the components of accumulated earnings on a tax basis were as follows:

 

Undistributed ordinary income

  $  

Undistributed long-term capital gains

     

Tax accumulated earnings

     

Accumulated capital and other losses

    (3,141,861 )

Unrealized appreciation

    17,138,715  

Other differences

     

Distributable net earnings

  $ 13,996,854  

 

As of October 31, 2019, the Fund had no capital loss carryforwards.

 

21

 

 

Pomona Investment Fund

 

 

Notes to Consolidated Financial Statements
September 30, 2020 (Unaudited) (continued)

 

 

7. Federal and Other Taxes (continued)

 

As of October 31, 2019, the Fund had $3,141,861 of qualified late-year ordinary losses, which are deferred until the following tax year ended October 31, 2020. 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, 2019 and October 31, 2018 was as follows:

 

Distribution paid from:

 

2019

   

2018

 

Ordinary income

  $     $  

Long-term capital gains

    12,870,379       6,420,727  

Total distributions paid

  $ 12,870,379     $ 6,420,727  

 

8. Investment Transactions

 

Total contributions to and purchases of Private Equity Investments for the six-months ended September 30, 2020 amounted to $19,915,300. Total distribution proceeds from sale, redemption, or other disposition of investments in Private Equity Investments for the six-months ended September 30, 2020 amounted to $13,939,564.

 

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 September 30, 2020, the Fund had outstanding investment commitments to Private Equity Investments totaling approximately $55,815,477.

 

11. Subsequent Events

 

Effective October 1, 2020, there were subscriptions to the Fund in the amount of $3,579,000 for Class A and $6,451,225 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 committed $4,000,000 to CB Offshore Equity Fund X, Limited Partnership on November 20, 2020.

 

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.

 

12. COVID-19 Impact

 

Since the beginning of 2020, global financial markets have been monitoring and reacting to the impact of the currently ongoing spread of COVID-19 (coronavirus) and the multidimensional response its spread has elicited. This has resulted in ongoing and widespread market volatility and, given changing market conditions on an almost daily basis, it cannot be determined what effect, if any, this will have on the Fund and the performance of its portfolio during this time period or over the next several months. Additionally, the Investment Manager is monitoring developments relating to coronavirus and is coordinating its operational response based on existing business continuity plans and on guidance from global health organizations, relevant governments, and general pandemic response best practices.

 

22

 

 

Pomona Investment Fund

 

 

Other Information (Unaudited)
September 30, 2020

 

 

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 on Form N-PORT. The Fund’s holdings report is available, without charge and upon request, on the SEC’s website at www.sec.gov.

 

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ITEM 2. CODE OF ETHICS.

 

Not applicable to semi-annual reports.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

Not applicable to semi-annual reports.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Not applicable to semi-annual reports.

 

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.

 

Not applicable to semi-annual reports.

 

 

 

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

 

Not applicable to semi-annual reports.

 

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) Not applicable to semi-annual reports.

 

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

 

(a)(3) Not applicable.

 

(a)(4) Not applicable.

 

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

 

 

 

SIGNATURES

 

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

 

(registrant) Pomona Investment Fund  
     
By (Signature and Title)* /s/ Michael Granoff  
  Michael Granoff, President & Principal Executive Officer  
  (Principal Executive Officer)  
     
Date November 30, 2020  

 

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 November 30, 2020  
     
By (Signature and Title)* /s/ Joel Kress  
  Joel Kress, Treasurer and Principal Financial Officer  
  (Principal Financial Officer)  
     
Date November 30, 2020  

 

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