UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

FINAL AMENDMENT

Pomona Investment Fund

(Name of Issuer)

Pomona Investment Fund

(Name of Person(s) Filing Statement)

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

(Title of Class of Securities)

Class A Shares – 732125109

Class I Shares - 732125208

Class M2 Shares - 732125406

(CUSIP Number of class of securities)

Michael D. Granoff

Pomona Management LLC

780 Third Avenue, 46^th Floor

New York, NY 10017

(212) 593-3639

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

With a copy to:

William J. Bielefeld, Esq.

Dechert LLP

1900 K Street, N.W.

Washington, DC 20006

March 22, 2021

(Date Tender Offer First Published, Sent or Given to Security Holders)

CALCULATION OF FILING FEE

Transaction Valuation: $18,803,077 (a) Amount of Filing Fee: $2,051.42 (b)

Amount Previously Paid: $1,450.48

Form or Registration No.: SC TO-I

Filing Party: Pomona Investment Fund

Date Filed: March 22, 2021

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

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

This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed with the Securities and Exchange Commission on March 22, 2021 by Pomona Investment Fund (the “Fund”) in connection with an offer (the “Offer”) by the Fund to purchase up to $13,294,962 of shares of beneficial interest (“Shares”) in the Fund on the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal and . Copies of the Offer to Purchase and Letter of Transmittal were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Statement on March 22, 2021. The original purchase amount of $13,294,962 was adjusted to $18,803,077 based on the net asset value at June 30, 2021.

This is the final amendment to the Statement and is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):

1.       Holders of Shares in the Fund (“Shareholders”) that desired to tender Shares or a portion thereof, for purchase were required to submit their tenders by 11:59 p.m., Eastern Time, on April 16, 2021.

2.       Valuation Date of the Shares tendered pursuant to the Offer was June 30, 2021.

3.       The net asset value of the Shares tendered pursuant to the Offer were calculated as of June 30, 2021 in the amount of $167,685 for Class A Shares, $7,380,285 for Class I Shares and $5,316,185 for Class M2 Shares.

4.        The payment of the purchase price of the Shares or portions of Shares tendered was made in the form of promissory notes issued to each of the Shareholders whose tenders were accepted for purchase by the Fund in accordance with the terms of the Offer. The promissory notes were held by DST Asset Manager Solutions, Inc., the Fund's transfer agent, on behalf of such Shareholders, in accordance with the terms of the Offer. One (1) Class I Shareholders and One (1) Class M2 Shareholder whose tenders were accepted for purchase by the Fund, did not tender their entire Shares. Three (3) Class A Shareholders and Fourteen (14) Class I Shareholders whose tenders were accepted for purchase by the Fund, tendered all of their Shares held in the Fund; therefore, pursuant to the promissory note issued to the Shareholders, the Fund paid to the Shareholders 100% of the Shareholder’s unaudited net asset value of the Shares tendered. The payments were wired to the account designated by each Shareholder in their Letter of Transmittal on September 1, 2021.

SIGNATURE

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

POMONA INVESTMENT FUND

September 16, 2021