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: April 1, 2024 - September 30, 2024
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
(a) | The Report to Shareholders is attached herewith. |
Table of Contents
PAGE | |
Consolidated Schedule of Investments | 1 |
Consolidated Statement of Assets and Liabilities | 10 |
Consolidated Statement of Operations | 11 |
Consolidated Statements of Changes in Net Assets | 12 |
Consolidated Statement of Cash Flows | 14 |
Consolidated Financial Highlights | 15 |
Notes to Consolidated Financial Statements | 17 |
Additional Information | 27 |
Pomona Investment Fund | Consolidated Schedule of Investments |
September 30, 2024 (Unaudited)
Private Equity Investments (85.17%)⁽ᵅ⁾⁽ᵇ⁾ | Geographic Region(c) | Acquisition Date | Fair Value | |||||
Direct Investments/Co-Investments (1.57%) | ||||||||
Blue Owl GP Stakes Nimbus Cayman (B) LP⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/10/2021 | $ | 9,242,032 | ||||
Blue Owl GP Stakes Nimbus U.S. (A) LLC⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/10/2021 | 1,832,424 | |||||
BSV Opportunities B, FCRE⁽ᵈ⁾⁽ᶠ⁾ | Europe | 12/16/2021 | 4,473,940 | |||||
Investcorp Aspen Offshore Fund, L.P.⁽ᵈ⁾ | Rest of World | 07/01/2019 | 10,931,930 | |||||
Roark Capital Partners II Sidecar LP⁽ᵈ⁾⁽ᶠ⁾ | North America | 10/18/2018 | 1,783,341 | |||||
Total Direct Investments/Co-Investments | 28,263,667 | |||||||
Primary Investments (3.93%) | ||||||||
ABS Capital Partners IX, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 04/15/2024 | 540,261 | |||||
Accel-KKR Capital Partners VII LP⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/16/2022 | (131,008 | ) | ||||
Accel-KKR Growth Capital Partners IV LP⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/17/2021 | 1,174,300 | |||||
Apax XI USD L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 10/19/2023 | 1,081,428 | |||||
Berkshire Fund X-A, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/22/2020 | 7,852,145 | |||||
Blue Owl GP Stakes V Offshore Investors LP⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/20/2021 | 3,679,836 | |||||
BPEA EQT Mid-Market Growth Partnership, SCSp⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 06/07/2023 | 107,487 | |||||
CB Offshore Equity Fund X, Limited Partnership⁽ᶠ⁾⁽ᵍ⁾ | North America | 11/20/2020 | 3,614,984 | |||||
Clearlake Capital Partners VII (USTE), L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 09/17/2021 | 3,216,368 | |||||
Genstar Capital Partners X, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 04/01/2021 | 5,181,261 | |||||
Genstar Capital Partners XI, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 04/26/2023 | 263,419 | |||||
Green Equity Investors Side IX, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/01/2022 | 1,657,144 | |||||
Hellman & Friedman Capital Partners IX (Parallel), L.P.⁽ᶠ⁾ | North America | 09/28/2018 | 2,967,784 | |||||
Hellman & Friedman Capital Partners X (Parallel), L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 05/10/2021 | 4,244,047 | |||||
Hellman & Friedman Capital Partners XI (Parallel), L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/16/2022 | - | |||||
HighVista Private Equity VIII (Offshore), L.P.⁽ᶠ⁾⁽ᵍ⁾ | Europe | 04/11/2019 | 3,457,378 | |||||
Norwest Mezzanine Partners V-A, LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2023 | 803,418 | |||||
Roark Capital Partners V (TE) LP⁽ᶠ⁾ | North America | 04/30/2018 | 7,079,615 | |||||
Roark Capital Partners VI (TE) LP⁽ᶠ⁾⁽ᵍ⁾ | North America | 01/28/2022 | 3,605,392 | |||||
TA XIV-B, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 05/27/2021 | 4,670,841 | |||||
TA XV-B, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 04/27/2023 | (39,588 | ) | ||||
The Veritas Capital Fund VII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 10/10/2019 | 4,072,260 | |||||
The Veritas Capital Fund VIII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/16/2022 | 6,116,197 | |||||
Thoma Bravo Explore Fund II-A, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 02/03/2022 | - | |||||
Thoma Bravo Fund XV-A, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 02/03/2022 | 4,282,901 | |||||
Vista Equity Partners Fund VIII-A, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 04/27/2022 | 1,026,765 | |||||
Total Primary Investments | 70,524,635 | |||||||
Seasoned Primary Investments (4.54%) | ||||||||
Aerospace, Transportation and Logistics Fund II LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2019 | 2,665,591 | |||||
Avista Healthcare Partners (Offshore) I, L.P.⁽ᶠ⁾ | North America | 12/01/2017 | 129,024 | |||||
Gryphon Odin CV-A, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 09/05/2024 | 2,030,165 | |||||
Gryphon Partners IV, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 06/08/2016 | 3,450,520 | |||||
Gryphon Partners VI-A, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/17/2021 | 7,663,786 | |||||
Halifax Capital Partners V, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2023 | 657,037 | |||||
Insight Partners (Cayman) XII Buyout Annex Fund, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 10/26/2021 | 5,857,669 | |||||
Ironsides Offshore Direct Investment Fund V, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2019 | 4,303,077 | |||||
L Catterton IX, L.P.⁽ᶠ⁾ | North America | 03/09/2021 | 7,323,309 | |||||
Merit Mezzanine Fund VI, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/02/2018 | 1,848,245 | |||||
NB Credit Opportunities II Cayman Feeder LP⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2023 | 14,619,409 | |||||
OceanSound Partners Fund, LP⁽ᶠ⁾⁽ᵍ⁾ | North America | 01/31/2022 | 8,206,870 | |||||
OceanSound SMX Rollover AIV, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/26/2024 | 2,221,566 | |||||
Providence Equity Partners IX-A S.C.Sp.⁽ᶠ⁾⁽ᵍ⁾ | North America | 10/05/2023 | 3,645,779 | |||||
Sorenson Capital Partners IV-B, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 01/11/2022 | 5,740,220 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Semi-Annual Report | September 30, 2024 | 1 |
Pomona Investment Fund | Consolidated Schedule of Investments |
September 30, 2024 (Unaudited)(Continued)
Private Equity Investments (85.17%)⁽ᵅ⁾⁽ᵇ⁾ (Continued) | Geographic Region(c) | Acquisition Date | Fair Value | |||||
Seasoned Primary Investments (4.54%) (Continued) | ||||||||
Valeas Capital Partners Fund I-A LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2024 | $ | 8,530,164 | ||||
VSS Structured Capital Parallel III, L.P.⁽ᶠ⁾ | North America | 01/26/2018 | 2,681,217 | |||||
Total Seasoned Primary Investments | 81,573,648 | |||||||
Secondary Investments (75.12%) | ||||||||
A10 USD (Feeder) L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/28/2024 | 1,243,652 | |||||
A9 EUR (Feeder) L.P.⁽ᶠ⁾⁽ᵍ⁾ | Europe | 10/19/2023 | 10,250,962 | |||||
A9 USD (Feeder) L.P.⁽ᶠ⁾⁽ᵍ⁾ | Europe | 10/19/2023 | 3,516,476 | |||||
ABRY Partners IX, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 2,759,071 | |||||
ABRY Senior Equity V, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 1,917,833 | |||||
ABS Capital Partners VII Offshore, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 10/01/2023 | 3,174,047 | |||||
ABS Capital Partners VII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 10/01/2023 | 8,166,259 | |||||
Accel-KKR Capital Partners CV III, LP⁽ᵈ⁾⁽ᶠ⁾ | North America | 06/30/2021 | 5,719,575 | |||||
Actis Energy 5 LP⁽ᶠ⁾⁽ᵍ⁾ | Europe | 06/30/2023 | 318,000 | |||||
Advent International GPE VI-A Limited Partnership⁽ᵈ⁾⁽ᵍ⁾ | North America | 03/31/2021 | 137,878 | |||||
Advent International GPE VII-B Limited Partnership⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2015 | 408,638 | |||||
Advent International GPE VIII-B-2 Limited Partnership⁽ᵈ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 2,283,707 | |||||
Advent International GPE VIII-C Limited Partnership⁽ᵈ⁾⁽ᵍ⁾ | North America | 12/31/2019 | 1,663,932 | |||||
AEA EXC CF LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 08/12/2022 | 11,839,986 | |||||
Alpha Private Equity Fund 7 (SCA) SICAR⁽ᵈ⁾⁽ᵍ⁾ | Europe | 06/28/2024 | 23,793,171 | |||||
American Industrial Partners Fund IV, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/28/2024 | 1,159,221 | |||||
American Securities Partners VI, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 2,344,052 | |||||
American Securities Partners VII, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/30/2022 | 23,456,600 | |||||
AP VIII Private Investors Offshore (USD), L.P.⁽ᵈ⁾⁽ᶠ⁾ | Europe | 06/30/2017 | 22,784 | |||||
AP VIII Private Investors, LLC⁽ᵈ⁾⁽ᶠ⁾ | Europe | 06/28/2019 | 453,389 | |||||
Apax Europe VI - A, L.P.⁽ᵈ⁾⁽ᶠ⁾ | Europe | 12/30/2016 | 148,869 | |||||
Apax Europe VII - B, L.P.⁽ᵈ⁾⁽ᶠ⁾ | Europe | 03/31/2021 | 37,465 | |||||
Apax IX USD L.P.⁽ᶠ⁾⁽ᵍ⁾ | Europe | 10/19/2023 | 15,314,610 | |||||
Apollo Investment Fund VI, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/31/2018 | 63,595 | |||||
Archer Capital Trust 5B⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Rest of World | 03/28/2024 | 999,173 | |||||
Artiman Ventures III, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2021 | 732,957 | |||||
Astorg Normec Fund⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 09/24/2024 | 578,551 | |||||
Astorg VI SLP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/31/2022 | 1,827,838 | |||||
Astorg VII SLP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/31/2022 | 9,612,693 | |||||
Atlas Capital Resources LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2021 | 360,092 | |||||
Audax Mezzanine Fund III, L.P.⁽ᵈ⁾ | North America | 09/30/2016 | 636,841 | |||||
Audax Private Equity Aspen CF, L.P.⁽ᵈ⁾ | North America | 03/24/2022 | 7,829,849 | |||||
Audax Private Equity Fund III, L.P.⁽ᵈ⁾ | North America | 09/30/2015 | 125,987 | |||||
Audax Private Equity Fund, L.P.⁽ᵈ⁾ | North America | 12/31/2018 | 1,638 | |||||
Avista Healthcare Partners, L.P.⁽ᶠ⁾ | North America | 12/31/2019 | - | |||||
Bain Capital Asia Fund II, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2019 | 1,126,997 | |||||
Bain Capital Asia Fund III, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2023 | 3,575,496 | |||||
Bain Capital Distressed and Special Situations 2013 (E), L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2015 | 20,945 | |||||
Bain Capital Empire Holdings, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/21/2022 | 17,422,987 | |||||
Bain Capital Europe Fund III, L.P.⁽ᵈ⁾⁽ᵍ⁾ | North America | 12/30/2016 | 175,146 | |||||
Bain Capital Europe Fund V, SCSp⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/28/2024 | 1,929,507 | |||||
Bain Capital Fund VII, L.P.⁽ᵈ⁾⁽ᵍ⁾ | North America | 12/29/2017 | 3,817,285 | |||||
Bain Capital Fund X, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/30/2015 | 3,510,095 | |||||
Bain Capital Fund XI, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2024 | 2,907,088 | |||||
Bain Capital Fund XII, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 1,209,262 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Semi-Annual Report | September 30, 2024 | 2 |
Pomona Investment Fund | Consolidated Schedule of Investments |
September 30, 2024 (Unaudited)(Continued)
Private Equity Investments (85.17%)⁽ᵅ⁾⁽ᵇ⁾ (Continued) | Geographic Region(c) | Acquisition Date | Fair Value | |||||
Secondary Investments (75.12%) (Continued) | ||||||||
Bain Capital VII Coinvestment Fund, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/29/2017 | $ | 50,328 | ||||
Barley (No.1) Limited Partnership⁽ᵈ⁾⁽ᶠ⁾ | Europe | 04/25/2024 | 175,165 | |||||
BC Asia III Private Investors, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2020 | 1,842,661 | |||||
BC Europe IV Private Investors, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2020 | 787,061 | |||||
BC European Capital IX-8 LP⁽ᶠ⁾ | Europe | 12/31/2020 | 706,522 | |||||
BC European Capital X-2 LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/28/2024 | 16,284,956 | |||||
BC European Capital X-7 LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/28/2024 | 1,248,513 | |||||
BC Life Sciences Private Investors, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 06/30/2020 | 763,481 | |||||
BC Partners XI GD - 2 LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/28/2024 | 14,425,782 | |||||
BC XI Private Investor, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 04/10/2020 | 1,744,365 | |||||
BC XII Private Investors, L.P.⁽ᶠ⁾ | North America | 04/10/2020 | 4,045,553 | |||||
BCP V-S L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 09/29/2017 | (96 | ) | ||||
Berkshire Fund IX, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/03/2021 | 15,874,966 | |||||
Berkshire Fund VI, Limited Partnership⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2018 | 1,639,958 | |||||
Berkshire Fund VII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2018 | 577,469 | |||||
Berkshire Fund VIII (IND), L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/03/2021 | 2,727,226 | |||||
Berkshire Fund X-A, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 710,068 | |||||
Blackstone Capital Partners V L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 09/29/2017 | 3,137 | |||||
Blackstone Capital Partners VII, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 551,397 | |||||
Blackstone Capital Partners VIII (Lux), SCSp⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 461,232 | |||||
Blue Owl GP Stakes US Investors LP⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 1,288,266 | |||||
Bowmark Capital Partners V, L.P.⁽ᶠ⁾⁽ᵍ⁾ | Europe | 06/30/2023 | 1,170,535 | |||||
BPEA Private Equity Fund VI, L.P.1⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 06/30/2023 | 3,919,895 | |||||
Brentwood Associates Private Equity V, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/29/2023 | 5,776,971 | |||||
Bridgepoint Europe IV 'A' L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/28/2024 | 886,878 | |||||
Bridgepoint Europe IV 'E' L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/31/2021 | 205,541 | |||||
Bridgepoint Europe Portfolio IV LP⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/28/2024 | 381,476 | |||||
Capvis Equity IV L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 06/28/2024 | 6,356,300 | |||||
Capvis Equity V L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 06/28/2024 | 20,901,375 | |||||
Carlyle Credit Opportunities Fund (Parallel), L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/29/2023 | 1,669,809 | |||||
Carlyle Europe Partners V - EU, S.C.Sp.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/28/2024 | 745,400 | |||||
Carlyle Partners V, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/31/2019 | 70,595 | |||||
Carlyle Partners VII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 18,076,932 | |||||
Carlyle Partners VIII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2024 | 4,385,240 | |||||
Carlyle US Equity Opportunity Fund II, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2022 | 1,978,924 | |||||
CCP Climb LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 05/03/2023 | 21,123,095 | |||||
CCP Strider LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 10/10/2022 | 21,312,390 | |||||
CD&R Value Building Partners I, L.P.⁽ᵍ⁾ | North America | 12/02/2021 | 13,316,178 | |||||
CDRF8 Private Investors, LLC⁽ᶠ⁾ | North America | 06/30/2017 | 6,085 | |||||
Centerbridge Seaport Acquisition Fund, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 04/27/2022 | 10,600,000 | |||||
Cerberus Institutional Partners, L.P. - Series Four⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/30/2016 | 46,871 | |||||
Charlesbank Equity Fund IX, Limited Partnership⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 4,237,382 | |||||
Charlesbank Equity Fund VIII, Limited Partnership⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 4,612,287 | |||||
Charlesbank Equity Fund X, LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2024 | 4,518,730 | |||||
Charterhouse Capital Partners IX⁽ᵈ⁾⁽ᵍ⁾ | Europe | 12/31/2021 | 22,270 | |||||
CHP III, L.P.⁽ᵈ⁾ | North America | 09/29/2017 | 47,725 | |||||
CI Capital Investors II, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2019 | 7,869 | |||||
CI Capital Investors III, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2019 | 28,889,736 | |||||
Clayton, Dubilier & Rice Fund IX, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2022 | 3,130,874 | |||||
Clayton, Dubilier & Rice Fund X, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 1,010,734 | |||||
Clayton, Dubilier & Rice Fund XI, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2022 | 3,277,566 | |||||
Clearlake Capital Partners III, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2022 | 269,739 | |||||
Clearlake Capital Partners IV, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2019 | 2,225,357 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Semi-Annual Report | September 30, 2024 | 3 |
Pomona Investment Fund | Consolidated Schedule of Investments |
September 30, 2024 (Unaudited)(Continued)
Private Equity Investments (85.17%)⁽ᵅ⁾⁽ᵇ⁾ (Continued) | Geographic Region(c) | Acquisition Date | Fair Value | |||||
Secondary Investments (75.12%) (Continued) | ||||||||
Clearlake Capital Partners V (Offshore), L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/30/2022 | $ | 567,963 | ||||
Clearlake Capital Partners V, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2022 | 21,647,070 | |||||
Clearlake Capital Partners VI, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2022 | 2,278,315 | |||||
Clearlake Opportunities Partners (P-Offshore), L.P.⁽ᶠ⁾ | North America | 12/31/2019 | 766,933 | |||||
Coller International Partners VI, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 12/31/2021 | 177,019 | |||||
Comvest Capital II International (Cayman), L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/29/2018 | 42,627 | |||||
Comvest Capital III International (Cayman), L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/29/2018 | 246,411 | |||||
Court Square Capital Partners (Offshore) III, L.P.⁽ᶠ⁾ | North America | 12/31/2020 | 856,540 | |||||
Crestview Partners II, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2024 | 1,001,658 | |||||
CSHC Investment Aggregator, LLC⁽ᵈ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 5,023,000 | |||||
CVC Capital Partners VI (A) L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 12/29/2023 | 3,919,912 | |||||
CVC Capital Partners VI (B) L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 12/30/2022 | 13,228,741 | |||||
CVC Capital Partners VII (A) L.P.⁽ᶠ⁾⁽ᵍ⁾ | Europe | 08/15/2022 | 3,371,957 | |||||
CVC European Equity Partners V (A) L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 12/30/2022 | 284,641 | |||||
CVC European Equity Partners V (C) L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/31/2023 | 316,541 | |||||
DCM IV, L.P.⁽ᵈ⁾ | North America | 06/30/2015 | 70,218 | |||||
DCM V, L.P.⁽ᵈ⁾ | North America | 06/30/2015 | 52,675 | |||||
DCM VI, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 06/30/2015 | 199,635 | |||||
Endless Fund IV A LP⁽ᶠ⁾⁽ᵍ⁾ | Europe | 06/28/2024 | 4,869,424 | |||||
EQT IX (No.2) EUR SCSp⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/28/2024 | 1,764,950 | |||||
EQT VII (No.1) Limited Partnership⁽ᵈ⁾⁽ᶠ⁾ | Europe | 12/31/2020 | 670,129 | |||||
EQT VIII (No.1) SCSp⁽ᵈ⁾⁽ᶠ⁾ | Europe | 12/31/2020 | 1,319,675 | |||||
EQT VIII (No.2) SCSp⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/28/2024 | 1,166,505 | |||||
Equistone Partners Europe Fund IV "E" L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 12/31/2021 | 254,144 | |||||
Fifth Cinven Fund (No.3) Limited Partnership⁽ᵈ⁾ | Europe | 12/31/2021 | 2,276,260 | |||||
Five Arrows Florence Continuation Fund SCSp⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 05/05/2022 | 10,296,540 | |||||
Francisco Partners II, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/31/2018 | 3,305 | |||||
Frontenac XI Private Capital (M) Limited Partnership⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 07/24/2023 | 5,984,312 | |||||
FSN Capital IV L.P.⁽ᵈ⁾⁽ᶠ⁾ | Europe | 12/31/2019 | 48,112 | |||||
General Atlantic Investment Partners 2013, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2019 | 1,881,295 | |||||
Genstar Capital Partners V, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 6,901 | |||||
Genstar Capital Partners VI, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 190,758 | |||||
Genstar Capital Partners VII (EU), L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2020 | 743,777 | |||||
Genstar Capital Partners VII, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 6,477,931 | |||||
Genstar Capital Partners VIII BL (EU), L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2020 | 2,661,267 | |||||
Genstar VIII Opportunities Fund I (EU), L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2020 | 1,477,071 | |||||
GESD Investors II Liquidating Trust⁽ᵈ⁾⁽ᶠ⁾ | North America | 09/29/2017 | 24,565 | |||||
Great Hill Equity Partners IV, L.P.⁽ᵈ⁾⁽ᵍ⁾ | North America | 06/28/2024 | 1,785,537 | |||||
Green Equity Investors CF II, L.P.⁽ᵈ⁾⁽ᵍ⁾ | North America | 11/30/2021 | 1,890,250 | |||||
Green Equity Investors CF, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 04/26/2021 | 2,568,567 | |||||
Green Equity Investors Side VI, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2021 | 5,163,655 | |||||
Green Equity Investors V, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/29/2017 | 28,823 | |||||
Green Equity Investors VI, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2022 | 4,127,746 | |||||
Green Equity Investors VII, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 758,317 | |||||
Green Equity Investors VIII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 1,337,679 | |||||
Gridiron Capital Fund II, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2019 | 605,234 | |||||
Gridiron Energy Feeder I, L.P.⁽ᶠ⁾ | North America | 05/10/2017 | 2,235,544 | |||||
Gryphon Co-Invest Fund IV, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/31/2020 | 169,111 | |||||
Gryphon Heritage Partners, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 5,641,479 | |||||
Gryphon Mezzanine Partners II, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/30/2022 | 14,634,047 | |||||
Gryphon Mezzanine Partners, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/30/2022 | 1,456,853 | |||||
Gryphon Odin CV, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/05/2024 | 4,736,578 | |||||
Gryphon Partners 3.5, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/31/2020 | 23,061 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Semi-Annual Report | September 30, 2024 | 4 |
Pomona Investment Fund | Consolidated Schedule of Investments |
September 30, 2024 (Unaudited)(Continued)
Private Equity Investments (85.17%)⁽ᵅ⁾⁽ᵇ⁾ (Continued) | Geographic Region(c) | Acquisition Date | Fair Value | |||||
Secondary Investments (75.12%) (Continued) | ||||||||
Gryphon Partners IV, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2020 | $ | 9,908,291 | ||||
Gryphon Partners V, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 21,643,958 | |||||
Gryphon Partners V-A, L.P.⁽ᶠ⁾ | North America | 12/31/2020 | 2,488,457 | |||||
Gryphon Partners VI, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 17,967,573 | |||||
GS Capital Partners VI Parallel, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/31/2019 | 19,302 | |||||
GSO Capital Opportunities Overseas Fund L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/30/2015 | 64,281 | |||||
GSO Private Investors Offshore II, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 06/30/2017 | 40,923 | |||||
H&F Arrow 2, L.P.⁽ᵈ⁾ | North America | 08/28/2020 | 2,863,489 | |||||
H&F Clyde 2, L.P.⁽ᵈ⁾ | North America | 02/16/2024 | 1,911,566 | |||||
H&F Executives IX, L.P.⁽ᶠ⁾ | North America | 09/30/2020 | 3,703,965 | |||||
H&F Executives VIII, L.P.⁽ᶠ⁾ | North America | 09/30/2020 | 2,852,790 | |||||
H.I.G. Advantage Buyout Fund, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/28/2024 | 21,291,789 | |||||
H.I.G. Bayside Debt & LBO Fund II, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2018 | 977,345 | |||||
H.I.G. Bayside Loan Opportunity Cayman Fund II, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 03/31/2021 | 10,568 | |||||
H.I.G. Capital Partners IV, L.P.⁽ᵈ⁾ | North America | 12/31/2018 | 168,566 | |||||
H.I.G. Capital Partners V, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2023 | 5,913,097 | |||||
H.I.G. Growth Buyouts & Equity Fund II, L.P.⁽ᵍ⁾ | North America | 06/28/2024 | 2,786,325 | |||||
Halifax Capital Partners IV, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 12,786,000 | |||||
Hamilton Lane-Carpenters Partnership Fund IV L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 14,662,780 | |||||
Hamilton Lane-Carpenters Partnership Fund V L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 8,467,553 | |||||
Harvest Partners Structured Capital Fund II, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/30/2022 | 29,329,018 | |||||
Harvest Partners Structured Capital Fund III, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/30/2022 | 17,667,411 | |||||
Harvest Partners Structured Capital Fund, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/30/2022 | 7,054,803 | |||||
HCI Equity Partners EV I, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/09/2024 | 1,147,743 | |||||
HCI Equity Partners IV, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 1,153,044 | |||||
Hellman & Friedman Capital Partners VII (Parallel), L.P.⁽ᶠ⁾ | North America | 06/28/2019 | 478,044 | |||||
Hellman & Friedman Capital Partners VII, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2021 | 665,780 | |||||
HFCP VII (Parallel-A), L.P.⁽ᶠ⁾ | North America | 09/30/2021 | 170,389 | |||||
Hg Genesis 7 C L.P.⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/31/2023 | 514,060 | |||||
Hg Genesis 7 E L.P.⁽ᶠ⁾⁽ᵍ⁾ | Europe | 06/30/2023 | 746,812 | |||||
Hildred Perennial Partners I, LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 11/22/2023 | 32,272,926 | |||||
HPE Continuation Fund I C.V.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 05/27/2021 | 3,357,990 | |||||
Icon Partners II, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 03/27/2021 | 267,544 | |||||
Icon Partners III, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 04/13/2021 | 5,953 | |||||
Insight Equity I LP⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/31/2018 | (903 | ) | ||||
Insight Equity II LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2018 | 1,191,910 | |||||
Insight Partners Continuation Fund, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 08/14/2019 | 8,738,056 | |||||
Insight Venture Partners (Cayman) IX, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2019 | 2,305,784 | |||||
Insight Venture Partners (Cayman) VIII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2019 | 2,002,968 | |||||
Insight Venture Partners (Cayman) X, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 4,888,722 | |||||
Insight Venture Partners Coinvestment Fund (Delaware) III, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2019 | 301,809 | |||||
Insight Venture Partners Coinvestment Fund II, L.P.⁽ᵈ⁾⁽ᵍ⁾ | North America | 06/30/2015 | 919,602 | |||||
Insight Venture Partners Coinvestment Fund III, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2015 | 148,954 | |||||
Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2019 | 800,340 | |||||
Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2019 | 50,111 | |||||
Insight Venture Partners IX, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2019 | 59,266 | |||||
Insight Venture Partners VII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2015 | 1,712,251 | |||||
Insight Venture Partners VIII (Co-Investors), L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2019 | 240,553 | |||||
Insight Venture Partners VIII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2015 | 3,046,516 | |||||
Kelso Investment Associates IX, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 1,976,952 | |||||
Kelso Investment Associates VIII, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/29/2017 | 39,942 | |||||
KKR Americas Fund XII L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2021 | 4,997,692 | |||||
KKR China Growth Fund L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2021 | 107,332 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Semi-Annual Report | September 30, 2024 | 5 |
Pomona Investment Fund | Consolidated Schedule of Investments |
September 30, 2024 (Unaudited)(Continued)
Private Equity Investments (85.17%)⁽ᵅ⁾⁽ᵇ⁾ (Continued) | Geographic Region(c) | Acquisition Date | Fair Value | |||||
Secondary Investments (75.12%) (Continued) | ||||||||
KKR European Fund V (USD) SCSp⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/28/2024 | $ | 1,157,903 | ||||
KKR North America Fund XI L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2021 | 4,566,101 | |||||
Lee Equity Partners Fund II, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 8,500,000 | |||||
Lightspeed Venture Partners IX, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2020 | 2,817,390 | |||||
Lion/Simba Investors, L.P.⁽ᶠ⁾ | Europe | 12/21/2020 | 5,499,856 | |||||
Littlejohn Fund IV, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/30/2015 | 903,617 | |||||
Littlejohn Fund V, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/29/2023 | 3,724,777 | |||||
Lovell Minnick Equity Partners III LP⁽ᵈ⁾⁽ᶠ⁾ | North America | 06/30/2021 | 311,469 | |||||
Madison Dearborn Capital Partners VI-C, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2021 | 2,183 | |||||
Madison Dearborn Capital Partners VII⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 6,259,744 | |||||
Madison Dearborn Capital Partners VIII-A, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 1,937,632 | |||||
Marlin Equity III, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 06/30/2021 | 35,437 | |||||
MDCP Insurance SPV, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 05/09/2023 | 2,966,074 | |||||
Mid Europa Fund V LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/28/2024 | 701,771 | |||||
Montagu+ SCSp⁽ᶠ⁾⁽ᵍ⁾ | Europe | 11/10/2021 | 14,696,299 | |||||
Montreux Equity Partners IV, L.P. | North America | 09/29/2017 | 43,637 | |||||
MPE Partners II, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2019 | 1,628,486 | |||||
MSouth Equity Partners II, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/31/2019 | 4,764 | |||||
Nautic Partners VI-A, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/31/2019 | 5,562 | |||||
NB SPV, L.P.⁽ᵈ⁾⁽ᵍ⁾ | North America | 08/27/2021 | 5,905,631 | |||||
New Capital Partners Private Equity Fund II, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2024 | 2,191,767 | |||||
New Enterprise Associates 12, Limited Partnership⁽ᵈ⁾⁽ᶠ⁾ | North America | 09/29/2017 | 16,553 | |||||
New Mountain Partners III, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/29/2017 | 91,648 | |||||
New Mountain Partners IV, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2023 | 1,097,753 | |||||
New Mountain Partners V, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2023 | 5,887,809 | |||||
NewView Capital Fund I, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 10/31/2018 | 4,711,916 | |||||
North Bridge Growth Equity II, L.P.⁽ᵍ⁾ | North America | 12/31/2020 | 5,518,958 | |||||
Norwest Mezzanine Partners III, LP⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/29/2023 | 1,550,169 | |||||
Norwest Mezzanine Partners IV⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/29/2023 | 51,598,102 | |||||
Oak Investment Partners XII, Limited Partnership⁽ᵈ⁾ | North America | 03/29/2019 | 1,210 | |||||
Oaktree Opportunities Fund IX (Cayman), L.P.⁽ᵍ⁾ | North America | 12/31/2021 | 1,556,672 | |||||
Oaktree Opportunities Fund VIII (Cayman) Ltd.⁽ᵈ⁾⁽ᵍ⁾ | North America | 12/31/2021 | 4,378 | |||||
Oaktree Private Investment Fund 2010, L.P.⁽ᶠ⁾ | North America | 06/30/2015 | 29,436 | |||||
Odyssey Investment Partners Fund V, LP⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2023 | 4,005,386 | |||||
Onex Partners IV LP⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 3,076,009 | |||||
PAI Strategic Partnerships SCSp⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/28/2024 | 22,433,174 | |||||
Paladin III (HR), L.P.⁽ᶠ⁾ | North America | 09/29/2017 | 93,705 | |||||
Pamlico Capital III Continuation Fund, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 01/27/2023 | 11,296,483 | |||||
Parthenon Investors III, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2018 | 985,142 | |||||
Pegasus WSJLL Fund, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/13/2021 | 10,182,155 | |||||
PEP VIII Antares Co-Investment L.P.⁽ᵈ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 9,480,809 | |||||
Permira IV Feeder L.P.⁽ᶠ⁾⁽ᵍ⁾ | Europe | 04/23/2020 | 9,053,719 | |||||
Platinum Equity Capital Partners II⁽ᵈ⁾⁽ᶠ⁾ | North America | 09/29/2017 | 43,033 | |||||
PRO SPV, LP⁽ᵈ⁾⁽ᵍ⁾ | North America | 08/27/2021 | 3,303,759 | |||||
Providence Equity Offshore Partners IV L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/30/2016 | 17,368 | |||||
Providence Equity Partners (Unity) S.C.SP.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 05/31/2024 | 1,532,532 | |||||
Providence Equity Partners V L.P.⁽ᶠ⁾ | North America | 12/30/2016 | 31,969 | |||||
Providence Equity Partners VI L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/30/2016 | 79,298 | |||||
Providence Equity Partners VII L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/29/2017 | 5,716,710 | |||||
Providence Equity Partners VII-A L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/29/2023 | 16,371,276 | |||||
Providence Equity Partners VIII L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 16,755,823 | |||||
PT2-A, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/16/2021 | 8,707,947 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Semi-Annual Report | September 30, 2024 | 6 |
Pomona Investment Fund | Consolidated Schedule of Investments |
September 30, 2024 (Unaudited)(Continued)
Private Equity Investments (85.17%)⁽ᵅ⁾⁽ᵇ⁾ (Continued) | Geographic Region(c) | Acquisition Date | Fair Value | |||||
Secondary Investments (75.12%) (Continued) | ||||||||
PTEV-A, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/30/2021 | $ | 4,858,837 | ||||
RC III CKE LLC⁽ᵈ⁾⁽ᵍ⁾ | North America | 06/30/2023 | 5,243,961 | |||||
RCF V Annex Fund L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Rest of World | 06/30/2021 | 2,084 | |||||
Resource Capital Fund V L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Rest of World | 06/30/2021 | 70,683 | |||||
Riverside Capital Appreciation Fund V, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2021 | 109,239 | |||||
Roark Capital Partners CF LP⁽ᶠ⁾⁽ᵍ⁾ | North America | 05/11/2022 | 8,921,075 | |||||
Roark Capital Partners CF RI LP⁽ᶠ⁾ | North America | 08/26/2022 | 994,752 | |||||
Roark Capital Partners II LP⁽ᶠ⁾ | North America | 06/29/2018 | 174,469 | |||||
Roark Capital Partners III LP⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/29/2018 | 4,509,382 | |||||
Roark Capital Partners IV LP⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/29/2018 | 29,942,853 | |||||
Roark Capital Partners V (T) LP⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/29/2023 | 4,673,516 | |||||
Samson Brunello 1, L.P.⁽ᵈ⁾⁽ᵍ⁾ | North America | 06/28/2024 | 769,121 | |||||
Samson Brunello 2, L.P.⁽ᵈ⁾ | North America | 02/19/2021 | 2,167,877 | |||||
Samson Hockey 2, L.P.⁽ᵈ⁾ | North America | 12/23/2020 | 1,738,743 | |||||
Samson Shield 1, L.P.⁽ᵈ⁾⁽ᵍ⁾ | North America | 06/28/2024 | 1,037,014 | |||||
Samson Shield 2, L.P.⁽ᵈ⁾ | North America | 12/23/2020 | 5,528,983 | |||||
Saw Mill Capital Partners, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 09/29/2017 | 125,945 | |||||
Seidler Equity Partners IV, L.P.⁽ᶠ⁾ | North America | 06/30/2021 | 1,035,731 | |||||
Silver Lake Partners III, L.P.⁽ᶠ⁾ | North America | 12/31/2018 | 103,104 | |||||
Silver Lake Partners V, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2020 | 2,356,983 | |||||
Sixth Cinven Fund (No. 2) Limited Partnership⁽ᶠ⁾ | Europe | 12/30/2022 | 1,452,174 | |||||
Sixth Cinven Fund (No. 4) Limited Partnership⁽ᶠ⁾ | Europe | 06/30/2019 | 1,925,562 | |||||
Sixth Street Opportunities Partners III (B), L.P.⁽ᶠ⁾ | North America | 06/30/2015 | 16,547 | |||||
SL SPV-2, L.P. | North America | 02/14/2019 | 772,244 | |||||
Sorenson Capital Partners III, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2021 | 14,368,909 | |||||
Sterling Capital Partners IV, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2021 | 428,185 | |||||
Summit Partners Growth Equity Fund VIII-B, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2021 | 583,379 | |||||
Summit Partners Private Equity Fund VII-A, L.P.⁽ᵈ⁾⁽ᵍ⁾ | North America | 12/31/2018 | 184,909 | |||||
Sun Capital Partners IV, LP⁽ᵈ⁾ | North America | 12/31/2018 | 71,909 | |||||
Sun Capital Partners V, L.P.⁽ᵍ⁾ | North America | 12/31/2018 | 78,842 | |||||
SunTx Capital Partners II, L.P.⁽ᵈ⁾ | North America | 12/31/2019 | 4,517,758 | |||||
TA Atlantic and Pacific VI L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 03/31/2021 | 28,938 | |||||
TA XI, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2024 | 297,075 | |||||
TA XII-A, L.P.⁽ᵈ⁾⁽ᵍ⁾ | North America | 09/30/2024 | 4,243,223 | |||||
Tennenbaum Opportunities Fund V, LLC⁽ᵈ⁾ | North America | 09/29/2017 | 62,074 | |||||
The Resolute III Continuation Fund, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/27/2024 | 26,209,437 | |||||
The Veritas Capital Fund V, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2019 | 6,371,886 | |||||
The Veritas Capital Fund VI, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 4,746,314 | |||||
Thoma Bravo Fund XII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2024 | 7,153,940 | |||||
Thomas H. Lee Equity Fund VII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 349,737 | |||||
Thomas H. Lee Equity Fund VIII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 566,744 | |||||
Thomas H. Lee Parallel (Cayman) Fund VII, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 06/29/2018 | 1,706,220 | |||||
TowerBrook Investors III, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2019 | 15,181 | |||||
TPF II-A, LP⁽ᵈ⁾⁽ᶠ⁾ | North America | 12/31/2019 | 10,701 | |||||
TPG Asia VI, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 5,608,566 | |||||
TPG Growth III (A), L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 12/31/2019 | 1,967,754 | |||||
TPG Partners V, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 09/29/2017 | 2,865 | |||||
TPG Partners VI, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/29/2017 | 146,297 | |||||
TPG Partners VII, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 1,128,573 | |||||
TPG Partners VIII, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 3,401,675 | |||||
TPG STAR, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 09/29/2017 | 99,465 | |||||
Trident VI, L.P.⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2023 | 3,361,372 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Semi-Annual Report | September 30, 2024 | 7 |
Pomona Investment Fund | Consolidated Schedule of Investments |
September 30, 2024 (Unaudited)(Continued)
Private Equity Investments (85.17%)⁽ᵅ⁾⁽ᵇ⁾ (Continued) | Geographic Region(c) | Acquisition Date | Fair Value | |||||
Secondary Investments (75.12%) (Continued) | ||||||||
Triton Fund III L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 03/31/2021 | $ | 220,049 | ||||
Triton Fund IV L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | Europe | 06/30/2023 | 28,752,129 | |||||
Vista Equity Partners Fund V, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2018 | 13,903,367 | |||||
Vista Equity Partners Fund VI, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 1,169,992 | |||||
Vista Equity Partners Fund VII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 866,777 | |||||
Warburg Pincus Global Growth, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2022 | 8,502,781 | |||||
Warburg Pincus Private Equity XI, L.P.⁽ᵍ⁾ | North America | 12/31/2021 | 3,254,472 | |||||
Warburg Pincus Private Equity XI-B, L.P.⁽ᵍ⁾ | North America | 03/31/2022 | 2,617,488 | |||||
Warburg Pincus Private Equity XII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/30/2022 | 5,976,013 | |||||
Warburg Pincus Private Equity XII-B, L.P.⁽ᵈ⁾⁽ᵍ⁾ | North America | 03/31/2022 | 3,943,876 | |||||
WCAS XIII, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 03/28/2024 | 573,002 | |||||
Webster Equity Partners Bristol CF, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 10/15/2021 | 11,227,937 | |||||
Wind Point Partners AAV, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 06/29/2021 | 656,271 | |||||
Wind Point Partners VII-B, L.P.⁽ᵈ⁾⁽ᶠ⁾ | North America | 09/29/2017 | 125,677 | |||||
WP AUSA, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 07/22/2019 | 8,252,113 | |||||
ZMC II, L.P.⁽ᵈ⁾⁽ᶠ⁾⁽ᵍ⁾ | North America | 09/30/2024 | 1,552,981 | |||||
Total Secondary Investments | 1,348,830,951 | |||||||
Total Private Equity Investments (Cost $1,345,270,440) | $ | 1,529,192,901 |
Short-Term Investments (24.05%) | Fair Value | |||
Money Market Funds (24.05%) | ||||
Fidelity Government Portfolio, Class I, 4.78%(e) | 430,052,967 | |||
JPMorgan US Government Money Market Fund, 4.67%(e) | 1,838,171 | |||
Total Money Market Funds | 431,891,138 | |||
Total Short-Term Investments (Cost $431,891,138) | $ | 431,891,138 | ||
Total Investments (109.23%) (Cost $1,777,161,578) | $ | 1,961,084,039 | ||
Liabilities in Excess of Other Assets (-9.23%) | (165,611,443 | ) | ||
Net Assets (100.00%) | $ | 1,795,472,596 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Semi-Annual Report | September 30, 2024 | 8 |
Pomona Investment Fund | Consolidated Schedule of Investments |
September 30, 2024 (Unaudited)(Continued) |
(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, 2024 was $1,345,270,440 and $1,529,192,901, respectively. The total fair value as a percentage of net assets of Private Equity investments that are restricted securities is 85.17%. |
(b) | Pomona Investment Fund ordinarily acquires portfolios of investments that are comprised of interests in multiple private equity funds (rather than single interests in such funds) and pays a single purchase price for each such portfolio. As a result, the specific acquisition cost allocated to each Private Equity Investment does not necessarily reflect the actual cost of each such investment. The information regarding the Private Equity Investments, as listed in the Consolidated Schedule of Investments above, has not been prepared, reviewed or approved by any such Private Equity Fund or any general partner, manager or sponsor of such Private Equity Investments or any of their respective affiliates. As of September 30, 2024, the aggregate cost of each investment restricted to resale was: $2,945,952, $4,120,070, $8,462,663, $4,217,239, $927,143, $594,884, $0, $1,178,493, $1,017,977, $7,365,645, $4,723,011, $108,862, $2,863,981, $2,884,771, $4,736,915, $201,007, $1,435,514, $1,899,358, $3,605,351, $0, $2,352,754, $894,731, $4,474,283, $2,510,258, $4,710,200, $0, $2,867,128, $5,320,327, $0, $3,414,904, $859,982, $2,062,701, $311,266, $1,743,306, $2,509,776, $7,498,115, $454,410, $4,525,000, $2,687,680, $6,329,007, $2,090,476, $13,322,215, $6,192,962, $2,252,465, $3,480,570, $5,095,076, $0, $2,966,546, $754,317, $9,309,551, $3,338,490, $2,129,902, $1,546,673, $2,095,435, $5,387,272, $3,820,525, $364,444, $41,815, $1,645,522, $2,519,799, $1,353,340, $12,090,582, $21,760,019, $1,080,739, $1,902,206, $25,908,305, $154,778, $1,747,198, $418,681, $20,004, $14,543,530, $207,218, $792,174, $547,290, $583,596, $3,206,778, $6,826,839, $1,196,347, $1,466,080, $7,370,000, $2,308,026, $2,154, $401,115, $1,628,666, $2,429,540, $0, $16,967,972, $962,325, $1,486,700, $5,488,774, $5,457,779, $1,985,281, $877,773, $49,422, $170,194, $149,691, $631,055, $1,461,570, $14,095,924, $1,083,845, $258,515, $11,406,052, $1,022,947, $1,711,855, $47,896, $11,994,196, $4,980,669, $1,215,917, $6,082,203, $496,574, $445,286, $415,259, $381,085, $1,292,965, $1,067,849, $4,647,854, $4,239,154, $838,302, $127,495, $401,036, $5,525,503, $17,320,897, $1,314,785, $671,553, $53,331, $15,783,030, $3,951,986, $1,771,707, $17,477,759, $15,545,080, $9,959,106, $229,064, $9,051,479, $705,196, $2,644,712, $3,618,614, $3,682,322, $0, $215,716, $21,757, $18,330,395, $4,242,963, $698,812, $2,809,263, $192,191, $2,496,333, $494,336, $22,504,567, $2,108,640, $697,565, $318,530, $151,461, $1,611,792, $674,399, $778,064, $5,283,884, $3,178,231, $11,977,106, $2,505,868, $212,127, $235,566, $120,975, $1,177,767, $1,582,190, $4,569,880, $1,245,094, $821,812, $1,187,932, $901,174, $496,116, $2,369,386, $8,320,375, $112,071, $4,342,764, $127,519, $1,929,090, $212,384, $1,309,870, $738,832, $5,720,521, $1,519,739, $1,038,000, $13,778, $1,429,956, $1,185,423, $3,369,690, $3,899,217, $3,144,333, $2,985,610, $703,215, $907,114, $1,889,628, $1,419,606, $294,786, $4,449,359, $13,046,700, $1,452,332, $4,067,307, $163,282, $9,800,185, $18,437,405, $2,126,415, $16,152,144, $16,951, $261,086, $203,075, $1,234,810, $1,736,074, $2,293,681, $1,495,976, $18,722,990, $893,122, $0, $1,701,384, $5,541,656, $2,203,475, $10,656,359, $12,913,951, $6,913,880, $23,062,591, $14,916,522, $11,270,959, $1,154,353, $1,984,266, $7,713,928, $763,530, $913,751, $475,927, $791,017, $21,743,603, $3,460,423, $184,439, $3,917,088, $157,636, $1,819,324, $4,739,329, $1,533,279, $1,340,088, $2,934,480, $329,763, $560,617, $136,347, $697,309, $43,488, $39,051, $1,612,660, $168,084, $2,113,308, $1,254,003, $629,587, $3,739,816, $0, $947,269, $3,608,895, $8,657,296, $2,063,549, $3,091,835, $2,013,445, $2,684,469, $777,423, $193,609, $5,991,726, $1,461,156, $29,533, $2,002,423, $398,775, $7,761,422, $339,516, $0, $904,846, $25,903, $5,000,000, $1,967,629, $88,504, $1,040,174, $1,264,276, $4,313,314, $3,341,687, $7,600,706, $1,486,044, $33,340,053, $166,027, $431,619, $837, $45,196, $4,612,243, $2,743,935, $20,971,596, $15,536, $7,695,962, $512,940, $8,734,633, $9,157,861, $4,060,099, $269,249, $6,474,456, $19,151, $954,764, $361,457, $3,459,400, $5,612,845, $15,949,250, $13,153,761, $6,414,863, $4,285,377, $3,260,872, $2,137, $14,852, $256,800, $5,907,783, $492,411, $783,059, $4,855,102, $24,175,984, $4,067,207, $551,380, $889,789, $904,194, $606,548, $4,008,487, $675,116, $2,036,010, $887,858, $1,744,378, $1,169,335, $1,181,144, $20,672, $326,656, $14,575,272, $956,950, $855,338, $495,237, $243,191, $471,830, $1,097,436, $20,352, $176,515, $3,503,988, $113,418, $23,387,125, $15,642,570, $13,351,661, $6,076,360, $198,440, $459,308, $2,115,985, $267,492, $21,751, $4,386,730, $2,058,696, $319,883, $1,469,757, $740,767, $1,642,017, $443,777, $4,262,529, $223,169, $18,610,684, $11,988,961, $803,360, $404,903, $5,321,728, $3,337,643, $2,894,762, $5,785,439, $5,332,226, $388,609, $9,633,471, $942,786, $473,866, $4,976,500 and $1,610,611, respectively, totaling, $1,345,270,440. |
(c) | In the case of Private Equity Investments, geographic region generally refers to where the general partner is headquartered and may be different from where a Private Equity Investment invests or operates. |
(d) | Non-income producing security. |
(e) | The rate shown is the annualized 7-day yield as of September 30, 2024. |
(f) | For the identified investments, the Fund has committed capital but the investment has not been fully funded as of September 30, 2024. |
(g) | All or a portion of these assets are held by Pomona Investment Fund LLC, a wholly-owned subsidiary of the Fund, and are indirectly pledged as collateral in connection with the Fund’s revolving credit agreement. See Note 5 of the Notes to Consolidated Financial Statements. |
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.
Semi-Annual Report | September 30, 2024 | 9 |
Pomona Investment Fund | Consolidated Statement of Assets and Liabilities |
September 30, 2024 (Unaudited)
ASSETS: | ||||
Private Equity Investments, at fair value (Cost, $1,345,270,440) | $ | 1,529,192,901 | ||
Short-Term Investments, at fair value (Cost, $431,891,138) | 431,891,138 | |||
Cash | 45,727 | |||
Cash held in foreign currency denominations (Cost, $9,216,422) | 9,530,591 | |||
Interest receivable | 2,011,618 | |||
Distributions from Private Equity Investment receivable | 104,828 | |||
Prepaid expenses | 151,881 | |||
Deferred offering fees | 55,991 | |||
Deferred financing costs | 38,423 | |||
Private Equity Investments paid in advance | 21,814 | |||
Other assets | 121,973 | |||
Total Assets | 1,973,166,885 | |||
LIABILITIES: | ||||
Loan payable | 96,206,400 | |||
Payable for investments purchased, not yet settled | 44,843,001 | |||
Payable for shares repurchased | 24,593,549 | |||
Management fees payable | 7,314,755 | |||
Commitment and interest fee payable | 1,833,855 | |||
Administration fee payable | 1,108,296 | |||
Distribution and servicing fee payable | 1,052,788 | |||
Professional fees payable | 453,860 | |||
Sub-administration fee payable | 1,834 | |||
Other accounts payable and accrued expenses | 285,951 | |||
Total Liabilities | 177,694,289 | |||
Contingencies and commitments (see Notes 10 and 11) | ||||
Net Assets | $ | 1,795,472,596 | ||
Net Assets | ||||
Paid-in capital | $ | 1,492,523,261 | ||
Total distributable earnings | 302,949,335 | |||
Net Assets | $ | 1,795,472,596 | ||
Net Assets Attributable to: | ||||
Class A Shares | $ | 777,609,925 | ||
Class I Shares | 1,017,862,671 | |||
1,795,472,596 | ||||
Shares Outstanding: | ||||
Class A Shares | 50,097,205 | |||
Class I Shares | 61,796,276 | |||
111,893,481 | ||||
Net asset value per share: | ||||
Class A Shares | $ | 15.52 | ||
Class I Shares | $ | 16.47 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
10 | www.pomonainvestmentfund.com |
Pomona Investment Fund | Consolidated Statement of Operations |
For the Six Months Ended September 30, 2024 (Unaudited)
Income | ||||
Interest income | $ | 16,342,361 | ||
Dividend income | 6,651,956 | |||
Other income | 600 | |||
Total Income | 22,994,917 | |||
Expenses | ||||
Management fees | 14,363,941 | |||
Commitment fees and interest expense | 3,606,695 | |||
Administration fee | 2,176,354 | |||
Distribution and servicing fee | 2,033,500 | |||
Professional fees | 767,224 | |||
Sub-Administration fees | 734,700 | |||
Offering fees | 251,860 | |||
Transfer agent fees | 176,676 | |||
Other expenses | 574,684 | |||
Total Expenses | 24,685,634 | |||
Net Investment Loss | (1,690,717 | ) | ||
Net Realized Gain and Change in Unrealized Appreciation/(Depreciation) on Private Equity Investments | ||||
Net realized gain from Private Equity Investments | 54,048,747 | |||
Total net realized gain from Private Equity Investments | 54,048,747 | |||
Net change in unrealized appreciation/(depreciation) on Private Equity Investments | 9,607,449 | |||
Net change in unrealized appreciation/(depreciation) on foreign currency translation | (2,692,617 | ) | ||
Total net change in unrealized appreciation/(depreciation) on Private Equity Investments and foreign currency translation | 6,914,832 | |||
Net Realized Gain and Change in Unrealized Appreciation/(Depreciation) on Private Equity Investments and Foreign Currency | 60,963,579 | |||
Net Increase in Net Assets from operations | $ | 59,272,862 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Semi-Annual Report | September 30, 2024 | 11 |
Pomona Investment Fund | Consolidated
Statements of Changes in Net Assets |
For the Six | ||||||||
Months Ended | For the | |||||||
September 30, 2024 | Year Ended | |||||||
(Unaudited) | March 31, 2024 | |||||||
Operations | ||||||||
Net investment loss | $ | (1,690,717 | ) | $ | (8,074,035 | ) | ||
Net realized gain from Private Equity Investments and foreign currency transactions | 54,048,747 | 61,271,408 | ||||||
Net change in unrealized appreciation/(depreciation) from Private Equity Investments and foreign currency translation | 6,914,832 | 97,675,023 | ||||||
Net increase in Net Assets from operations | 59,272,862 | 150,872,396 | ||||||
Distributions to Shareholders | ||||||||
Capital gains: | ||||||||
Class A Shares | - | (24,505,176 | ) | |||||
Class M2 Shares | - | (a) | (46,483 | ) | ||||
Class I Shares | - | (25,018,796 | ) | |||||
Decrease in Net Assets from distributions to Shareholders | - | (49,570,455 | ) | |||||
Net Assets Transactions | ||||||||
Class A Shares | ||||||||
Proceeds from sale of shares | 112,028,000 | 279,924,559 | ||||||
Reinvestment of distributions | - | 19,947,198 | ||||||
Exchange of shares | (8,213,548 | ) | (68,771,225 | ) | ||||
Repurchase of shares | (10,403,509 | ) | (53,604,800 | ) | ||||
Total Class A Transactions | 93,410,943 | 177,495,732 | ||||||
Class M2 Shares | ||||||||
Proceeds from sale of shares | - | - | ||||||
Reinvestment of distributions | - | 18,406 | ||||||
Exchange of shares | (1,233,807 | )(a) | - | |||||
Repurchase of shares | - | - | ||||||
Total Class M2 Transactions | (1,233,807 | ) | 18,406 | |||||
Class I Shares | ||||||||
Proceeds from sale of shares | 140,864,492 | 250,330,087 | ||||||
Reinvestment of distributions | - | 17,881,597 | ||||||
Exchange of shares | 9,447,355 | 68,771,225 | ||||||
Repurchase of shares | (36,856,024 | ) | (22,308,301 | ) | ||||
Total Class I Transactions | 113,455,823 | 314,674,608 | ||||||
Increase in Net Assets from capital transactions | 205,632,959 | 492,188,746 | ||||||
Net Assets | ||||||||
Beginning of year | 1,530,566,775 | 937,076,088 | ||||||
End of period | $ | 1,795,472,596 | $ | 1,530,566,775 |
(a) | For the period from April 1, 2024 to July 1, 2024 (Class M2 liquidation date). |
The accompanying notes are an integral part of these Consolidated Financial Statements.
12 | www.pomonainvestmentfund.com |
Pomona Investment Fund | Consolidated
Statements of Changes in Net Assets |
(Continued)
For the Six | ||||||||
Months Ended | For the | |||||||
September 30, 2024 | Year Ended | |||||||
(Unaudited) | March 31, 2024 | |||||||
Fund Share Transaction | ||||||||
Shares sold | 7,438,969 | 19,574,756 | ||||||
Shares reinvested | - | 1,405,187 | ||||||
Shares exchanged | (546,189 | ) | (4,844,613 | ) | ||||
Shares redeemed | (677,090 | ) | (3,639,234 | ) | ||||
Net increase in Class A Shares outstanding | 6,215,690 | 12,496,096 | ||||||
Shares sold | - | - | ||||||
Shares reinvested | - | 1,230 | ||||||
Shares exchanged | (77,627 | )(a) | - | |||||
Shares redeemed | - | - | ||||||
Net increase/(decrease) in Class M2 Shares outstanding | (77,627 | ) | 1,230 | |||||
Shares sold | 8,833,278 | 16,627,406 | ||||||
Shares reinvested | - | 1,194,113 | ||||||
Shares exchanged | 593,636 | 4,592,464 | ||||||
Shares redeemed | (2,272,949 | ) | (1,432,363 | ) | ||||
Net increase in Class I Shares outstanding | 7,153,965 | 20,981,620 |
(a) | For the period from April 1, 2024 to July 1, 2024 (Class M2 liquidation date). |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Semi-Annual Report | September 30, 2024 | 13 |
Pomona Investment Fund | Consolidated Statement of Cash Flows |
For the Six Months Ended September 30, 2024 (Unaudited)
Cash Flows From Operating Activities: | ||||
Net increase in Net Assets resulting from operations | $ | 59,272,862 | ||
Adjustments to reconcile net increase in Net Assets from operations to net cash used in operating activities: | ||||
Purchase of Private Equity Investments | (209,921,679 | ) | ||
Capital distributions received from Private Equity Investments | 108,530,336 | |||
Net payments from purchases of short-term investments | (83,067,143 | ) | ||
Net realized gain from Private Equity Investments and foreign currency | (54,048,747 | ) | ||
Net change in unrealized appreciation/(depreciation) on Private Equity Investments and foreign currency translation | (6,914,832 | ) | ||
Amortization of deferred offering fees | 112,621 | |||
Amortization of deferred financing costs | 12,808 | |||
Changes in operating assets and liabilities: | ||||
Decrease in interest receivable | 235,199 | |||
Increase in Distribution from Private Equity Investments receivable | (101,122 | ) | ||
Increase in prepaid expenses | (3,118 | ) | ||
Decrease in Private Equity Investments paid in advance | 56,542 | |||
Increase in other assets | (61,973 | ) | ||
Decrease in payable for Investments purchased, not yet settled | (25,670,924 | ) | ||
Increase in management fees payable | 988,848 | |||
Increase in commitment and interest fees payable | 83,767 | |||
Increase in administration fee payable | 149,825 | |||
Increase in distribution and servicing fee payable | 134,362 | |||
Increase in professional fees payable | 34,940 | |||
Decrease in sub-administration fee payable | (33,619 | ) | ||
Decrease in due to affiliate | (82,085 | ) | ||
Decrease in expense recoupment payable | (58,792 | ) | ||
Increase in other accounts payable and accrued expenses | 40,354 | |||
Net cash used in operating activities | (210,311,570 | ) | ||
Cash flows from financing activities: | ||||
Proceeds from sale of shares | 252,892,492 | |||
Payments for shares repurchased | (44,846,506 | ) | ||
Payments for offering fees | (47,473 | ) | ||
Net cash provided by financing activities | 207,998,513 | |||
Net change in cash | (2,313,057 | ) | ||
Cash and cash equivalents at beginning of year | 11,889,375 | |||
Cash and cash equivalents at end of period | $ | 9,576,318 | ||
Supplemental disclosure of financing activity | ||||
Cash paid for interest | $ | 3,176,147 | ||
Supplemental disclosure of cash and cash equivalents | ||||
Cash and cash equivalents at beginning of year | ||||
Cash | 5,082,793 | |||
Cash held in foreign currency | 6,806,582 | |||
Total cash and foreign currencies shown on the Consolidated Statement of Cash Flows | $ | 11,889,375 | ||
Cash and cash equivalents at end of period | ||||
Cash | 45,727 | |||
Cash held in foreign currency | 9,530,591 | |||
Total cash and foreign currencies shown on the Consolidated Statement of Cash Flows | $ | 9,576,318 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
14 | www.pomonainvestmentfund.com |
Pomona Investment Fund | Consolidated Financial Highlights |
For a Share Outstanding Throughout the Periods Presented
Class A Shares | ||||||||||||||||||||||||
For
the Ended 2024 | For
the 2024 | For
the 2023 | For
the 2022 | For
the 2021(a) | For
the 2020(a) | |||||||||||||||||||
Net asset value - beginning of period | $ | 15.04 | $ | 14.03 | $ | 14.79 | $ | 13.34 | $ | 9.14 | $ | 10.2 | ||||||||||||
Net increase/(decrease) in Net Assets from investment operations: | ||||||||||||||||||||||||
Net investment loss(b) | (0.04 | ) | (0.15 | ) | (0.32 | ) | (0.32 | ) | (0.11 | ) | (0.15 | ) | ||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.52 | 1.77 | 0.11 | 3.71 | 5.07 | 0.40 | ||||||||||||||||||
Total income/(loss) from investment operations: | 0.48 | 1.62 | (0.21 | ) | 3.39 | 4.96 | 0.25 | |||||||||||||||||
Distributions from capital gains | – | (0.61 | ) | (0.55 | ) | (1.94 | ) | (0.38 | ) | (1.31 | ) | |||||||||||||
Distributions from return of capital | – | – | – | – | (0.38 | ) | – | |||||||||||||||||
Total distributions: | (0.61 | ) | (0.55 | ) | (1.94 | ) | (0.76 | ) | (1.31 | ) | ||||||||||||||
Net asset value per Share, end of period | $ | 15.52 | $ | 15.04 | $ | 14.03 | $ | 14.79 | $ | 13.34 | $ | 9.14 | ||||||||||||
Total Return (c) | 3.23 | %(h) | 11.77 | % | (1.28 | %) | 26.25 | % | 56.54 | % | 1.99 | % | ||||||||||||
Ratios/Supplemental Data: | ||||||||||||||||||||||||
Net Assets, end of period (in thousands) | $ | 777,610 | $ | 659,830 | $ | 440,313 | $ | 273,039 | $ | 169,545 | $ | 96,479 | ||||||||||||
Ratio of net investment loss to average Net Assets (d)(e) | (0.52 | %)(i) | (0.98 | %) | (2.30 | %) | (2.32 | %) | (1.09 | %) | (1.45 | %) | ||||||||||||
Ratio of gross expenses to average Net Assets(d)(e) | 3.22 | %(i) | 3.53 | % | 3.61 | % | 3.59 | % | 3.80 | % | 4.03 | % | ||||||||||||
Ratio of expense waiver to average Net Assets(g) | – | %(i) | 0.00 | % | 0.00 | % | 0.00 | %(f) | (0.31 | %) | (0.48 | %) | ||||||||||||
Ratio of net expenses to average Net Assets(g) | 3.22 | %(i) | 3.53 | % | 3.61 | % | 3.59 | % | 3.49 | % | 3.55 | % | ||||||||||||
Portfolio turnover rate | – | % | – | % | – | % | 1.23 | % | – | % | 0.70 | % |
(a) | The Fund was audited by an independent registered public accounting firm other than Ernst & Young LLP. |
(b) | Based on average shares outstanding during the period. |
(c) | Total Return based on net asset value per share. |
(d) | The ratios do not include investment income or expenses of the Private Equity Investments in which the Fund invests. |
(e) | Represents the ratio of expenses to average Net Assets absent fee waivers and/or expense reimbursement by the Adviser. |
(f) | Amount is less than 0.005%. |
(g) | The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for a one-year term ending at the end of the Limitation Period to limit the amount of the Fund's total annual ordinary operating expenses, excluding certain ''Specified Expenses'' as outlined in the Notes to Consolidated Financial Statements. This amount includes expenses incurred by the Fund for recoupment to the Adviser for expenses previously waived. Had the Fund not incurred such expenses, the annualized ratio of net expenses to average net assets would have been 3.22% for the period ended September 30, 2024, and the annualized ratio of net expenses to average net assets would have been, 3.45%, 3.47%, 3.53%, 3,49%, and 3.55% for the years ended March 31, 2024, 2023, 2022, 2021, and 2020, respectively. |
(h) | Not Annualized |
(i) | Annualized |
The accompanying notes are an integral part of these Consolidated Financial Statements.
Semi-Annual Report | September 30, 2024 | 15 |
Pomona Investment Fund | Consolidated Financial Highlights |
For a Share Outstanding Throughout the Periods Presented
Class I Shares | ||||||||||||||||||||||||
For the 2024 | For the 2024 | For the 2023 | For the 2022 | For the 2021(a) | For the 2020(a) | |||||||||||||||||||
Net asset value - beginning of period | $ | 15.91 | $ | 14.72 | $ | 15.41 | $ | 13.76 | $ | 9.36 | $ | 10.36 | ||||||||||||
Net increase/(decrease) in Net Assets from investment operations: | ||||||||||||||||||||||||
Net investment loss(b) | 0.00 | (0.06 | ) | (0.26 | ) | (0.24 | ) | (0.05 | ) | (0.08 | ) | |||||||||||||
Net realized and unrealized gain/(loss) on investments | 0.56 | 1.86 | 0.12 | 3.83 | 5.21 | 0.39 | ||||||||||||||||||
Total income/(loss) from investment operations: | 0.56 | 1.80 | (0.14 | ) | 3.59 | 5.16 | 0.31 | |||||||||||||||||
Distributions from capital gains | – | (0.61 | ) | (0.55 | ) | (1.94 | ) | (0.38 | ) | (1.31 | ) | |||||||||||||
Distributions from return of capital | – | – | – | – | (0.38 | ) | – | |||||||||||||||||
Total distributions: | (0.61 | ) | (0.55 | ) | (1.94 | ) | (0.76 | ) | (1.31 | ) | ||||||||||||||
Net asset value per Share, end of period | $ | 16.47 | $ | 15.91 | $ | 14.72 | $ | 15.41 | $ | 13.76 | $ | 9.36 | ||||||||||||
Total Return (c) | 3.51 | %(h) | 12.46 | % | (0.74 | %) | 26.95 | % | 57.38 | % | 2.54 | % | ||||||||||||
Ratios/Supplemental Data: | ||||||||||||||||||||||||
Net Assets, end of period (in thousands) | $ | 1,017,863 | $ | 869,503 | $ | 495,638 | $ | 271,743 | $ | 151,548 | $ | 73,303 | ||||||||||||
Ratio of net investment loss to average Net Assets (d) | 0.04 | %(i) | (0.34 | %) | (1.76 | %) | (1.86 | %) | (0.48 | %) | (1.10 | %) | ||||||||||||
Ratio of gross expenses to average Net Assets(d)(e) | 2.69 | %(i) | 2.98 | % | 3.07 | % | 3.05 | % | 3.23 | % | 3.62 | % | ||||||||||||
Ratio of expense waiver to average Net Assets(f) | – | %(i) | 0.00 | % | 0.00 | % | 0.00 | %(g) | (0.31 | %) | (0.53 | %) | ||||||||||||
Ratio of net expenses to average Net Assets(f) | 2.69 | %(i) | 2.98 | % | 3.07 | % | 3.05 | % | 2.92 | % | 3.09 | % | ||||||||||||
Portfolio turnover rate | – | % | – | % | – | % | 1.23 | % | – | % | 0.70 | % |
(a) | The Fund was audited by an independent registered public accounting firm other than Ernst & Young LLP. |
(b) | Based on average shares outstanding during the period. |
(c) | Total Return based on net asset value per share. |
(d) | The ratios do not include investment income or expenses of the Private Equity Investments in which the Fund invests. |
(e) | Represents the ratio of expenses to average Net Assets absent fee waivers and/or expense reimbursement by the Adviser. |
(f) | The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for a one-year term ending at the end of the Limitation Period to limit the amount of the Fund's total annual ordinary operating expenses, excluding certain ''Specified Expenses'' as outlined in the Notes to Consolidated Financial Statements. This amount includes expenses incurred by the Fund for recoupment to the Adviser for expenses previously waived. Had the Fund not incurred such expenses, the annualized ratio of net expenses to average net assets would have been 2.69% for the period ended September 30, 2024, and the annualized ratio of net expenses to average net assets would have been, 2.96%, 2.93%, 2.99%, 2.92%, and 3.09% for the years ended March 31, 2024, 2023, 2022, 2021, and 2020, respectively. |
(g) | Amount is less than 0.005%. |
(h) | Not Annualized |
(i) | Annualized |
The accompanying notes are an integral part of these Consolidated Financial Statements.
16 | www.pomonainvestmentfund.com |
Pomona Investment Fund | Notes to Consolidated Financial Statements |
September 30, 2024 (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 Fund seeks long-term capital appreciation by investing principally in private equity investments (“Private Equity Investments”). On August 3, 2017, in connection with the Fund’s revolving credit agreement, Pomona Investment Fund LLC was organized as a Delaware limited liability company and is a wholly owned subsidiary of the Fund.
The Fund’s Private Equity Investments will predominantly consist of secondary and primary investments in private equity and other private asset funds (“Investment Funds”) and, to a lesser degree, direct investments in operating companies. Co-investments refer to direct investments in an operating company by the Fund alongside other investors, often one or more Investment Funds. Primary investments refer to investments in newly established private equity funds, typically sponsored by investment managers with an established investment track record. Seasoned primary investments, or seasoned primaries, refer to primary investments made after an Investment Fund has already invested a certain percentage of its capital commitments. Secondary investments refer to investments in existing Investment Funds that are typically acquired in privately negotiated transactions.
A board of trustees (the “Board”) has overall responsibility for the management and supervision of the business operations of the Fund. As permitted by applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Fund, any committee of the Board, or the Adviser.
As of September 30, 2024, the Fund offered two classes of shares; Classes A and I shares. All shares are continuously offered on a quarterly basis. Effective July 1, 2024, the Fund no longer offers Class M2 Shares.
Class A Shares are offered at the then-current net asset value ("NAV") plus an initial sales charge, if applicable, with a general minimum initial investment of $25,000. Class A Shareholders pay a fee for distribution and shareholder servicing.
Class I Shares are offered to certain institutional investors, at the then-current NAV without an initial sales charge and with a general minimum initial investment of $25,000. Class I Shareholders do not pay a fee for distribution or shareholder servicing.
All share classes have the same rights and privileges, and have ownership in the same underlying investment portfolio.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Fund is considered an investment company and therefore applies the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “Financial Services - Investment Companies”. The following is a summary of significant accounting policies used in preparing the consolidated financial statements.
Consolidation of a Subsidiary
The consolidated financial statements of the Fund include Pomona Investment Fund LLC, a wholly owned-subsidiary of the Fund. All inter-company accounts and transactions have been eliminated.
As of September 30, 2024 the total value of Private Equity Investments held by the subsidiary is $1,371,281,057 or approximately 76% of the Fund’s net assets.
Semi-Annual Report | September 30, 2024 | 17 |
Pomona Investment Fund | Notes to Consolidated Financial Statements |
September 30, 2024 (Unaudited)
Valuation of Investments
The Fund follows the provisions of Fair Value Measurement set forth in ASC 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”). The Fund has formal valuation policies and procedures (the “Valuation Procedures”), which have been approved by the Board. The Adviser is designated as the Valuation Designee (the “Valuation Designee”) for the Fund pursuant to Rule 2a-5 under the 1940 Act. The Adviser’s fair valuation team is responsible for monitoring developments that may impact fair valued securities.
The Board receives valuation reports from the Valuation Designee quarterly, annually and promptly (as necessary in accordance with Rule 2a-5) 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 Valuation Designee 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. The Fund uses NAV as a practical expedient to determine the fair value of its investments in Private Equity Investments. Ordinarily, the fair value of a Private Equity Investment held by the Fund is based on the NAV of that Private Equity Investment reported by its investment manager. If the Valuation Designee 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 Valuation Designee in accordance with the Valuation Procedures. This may include 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 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 Valuation Designee will review and value such investments using one or more of the following types of analyses:
● | Market comparable statistics and public trading multiples discounted for illiquidity, minority ownership and/or other factors for investments with similar characteristics. |
● | Discounted cash flow analysis, including a terminal value or exit multiple. |
● | The cost of the investment, if the cost is determined to best approximate the fair value of the investment. |
● | Valuations implied by third-party investment in similar assets or issuers. |
Cash
The Fund holds cash at UMB Bank N.A. (the “Custodian”) and JPMorgan Chase Bank, N.A. At times, such deposits may be in excess of federally insured limits. The Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts. There are no restrictions on the cash held by the Fund.
Short-term Investments
Short-term investments represent investments in money market instruments and money market mutual funds, and are recorded at NAV per share which approximates fair value. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less and may include U.S. Government securities, commercial paper, certificates of deposit and bankers acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements. There are no restrictions on the short-term investments held by the Fund.
Realized Gain/(Loss) on Investments, Interest Income, and Dividend Income
The Fund accounts for realized gains and losses, interest income, and dividend income on distributions received from Private Equity Investments based on the nature of such distributions as determined by each underlying investment manager.
18 | www.pomonainvestmentfund.com |
Pomona Investment Fund | Notes to Consolidated Financial Statements |
September 30, 2024 (Unaudited)
Other Income from Private Equity Investments
The Fund accounts for other income on distributions received from Private Equity Investments based on the nature of such distributions as determined by the underlying investment fund managers. For the six months ended September 30, 2024, the Fund earned other income of $600 which is reflected in Other income on the Consolidated Statement of Operations.
Income Recognition and Expenses
Income is recognized on an accrual basis as earned. Expenses are recognized on an accrual basis as incurred. The Fund’s primary sources of income are investment income and gains recognized upon distributions from Private Equity Investments and unrealized appreciation/depreciation in the fair value of its Private Equity Investments. The Fund generally recognizes investment income and realized gains/losses based on the characterization of distributions provided by the underlying investment manager of the Private Equity Investment on the date received. Distributions occur at irregular intervals, and the exact timing of distributions from the Private Equity Investment has not been communicated to the Fund. It is estimated that distributions will occur over the life of the Private Equity Investments.
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.
Foreign Currency
Assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of investments and income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments in the Consolidated Statement of Operations.
Income and Expense Allocation
The Fund allocates income and expenses to each class of shares based on net assets at the end of the prior quarter plus capital transactions effective as of the beginning of the current quarter. However, certain expenses are applicable to a specific share class in which case they are allocated 100% to that respective share class.
3. FAIR VALUE DISCLOSURES
In accordance with ASC 820, the Fund discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based on unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurement). The guidance establishes three levels of fair value as listed below.
Level 1 – Unadjusted quoted prices in active markets for identical investments that the Fund has the ability to access at the measurement date
Level 2 - Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, including inputs in markets that are not considered to be active
Level 3 – Significant unobservable inputs
The notion of unobservable inputs is intended to allow for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Under Level 3, the owner of an asset must determine fair value based on its own assumptions about what market participants would take into account in determining the fair value of the asset, using the best information available.
The inputs or methodology for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
Semi-Annual Report | September 30, 2024 | 19 |
Pomona Investment Fund | Notes to Consolidated Financial Statements |
September 30, 2024 (Unaudited)
A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement; however, the determination of what constitutes “observable” requires significant judgment by the Administrator. The Administrator considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The Fund’s Private Equity Investments are generally restricted securities that are subject to substantial holding periods and restrictions on resale and are not traded in public markets. Accordingly, the Fund may not be able to resell such investments for extended periods, if at all.
The following table is a summary of information about the levels within the fair value hierarchy at which the Fund’s investments are measured as of September 30, 2024:
Investments in Securities at Value | Level 1 - Unadjusted Quoted Prices | Level 2 - Other Significant Observable Inputs | Level 3 - Significant Unobservable Inputs | Total | ||||||||||||
Short-Term Investments | $ | 431,891,138 | $ | – | $ | – | $ | 431,891,138 | ||||||||
Private Equity Investments | $ | – | $ | – | $ | 5,023,000 | $ | 5,023,000 | ||||||||
TOTAL | $ | 431,891,138 | $ | – | $ | 5,023,000 | $ | 436,914,138 |
As the Fund uses the NAV as a practical expedient to determine the fair value of certain Private Equity Investments, these investments have not been classified in the U.S. GAAP fair value hierarchy. As of September 30, 2024, $1,524,169,901 was fair valued utilizing NAV as a practical expedient.
During the six months ended September 30, 2024, the Fund had a transfer of assets into Level 3 of the fair value hierarchy. The transfer into Level 3 reflects that the Private Equity Investment no longer meets the criteria to be valued using NAV as a practical expedient. The Fund records all transfers at the beginning of each reporting period.
The following table summarizes Level 3 activity during the six months ended September 30, 2024.
Beginning Balance as of April 1, 2024 | Transfers In To Level 3 | Sales | Realized Gain/(Loss) | Net Change in Unrealized Appreciation/(Depreciation) | Balance as of September 30, 2024 | |||||||||||||||||
$ | – | $ | 8,486,000 | $ | (1,512,125 | ) | $ | 2,813,762 | $ | (1,950,875 | ) | $ | 5,023,000 |
A listing of the Private Equity Investment types held by the Fund and the related attributes, as of September 30, 2024, 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 | $ | 28,263,667 | $ | 3,084,014 | None | N/A | Liquidity in the form of distributions from Private Equity Investments | ||||||||
Primary | Investments in newly established private equity funds | $ | 70,524,635 | $ | 92,122,907 | 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 | $ | 81,573,648 | $ | 38,160,517 | 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 | $ | 1,348,830,951 | $ | 200,498,550 | None | N/A | Liquidity in the form of distributions from Private Equity Investments |
* | The information summarized in the table above represents the general terms for the specified investment type. Individual Private Equity Investments may have terms that are more or less restrictive than those terms indicated for the investment type as a whole. In addition, most Private Equity Investments have the flexibility, as provided for in their constituent documents, to modify and waive such terms. |
** | Distributions from Private Equity Investments occur at irregular intervals, and the exact timing of distributions from Private Equity Investments cannot be determined. It is estimated that distributions will occur over the life of the Private Equity Investments. |
The fair value relating to certain underlying investments of these Private Equity Investments, for which there is no readily available market, has been estimated by the respective Private Equity Investment’s manager and is based upon available information in the absence of readily ascertainable fair values and does not necessarily represent amounts that might ultimately be realized. Due to the inherent uncertainty of valuation, those estimated fair values may differ significantly from the values that would have been used had a readily available market for the investments existed. These differences could be material.
20 | www.pomonainvestmentfund.com |
Pomona Investment Fund | Notes to Consolidated Financial Statements |
September 30, 2024 (Unaudited)
4. MANAGEMENT FEE, ADMINISTRATION FEE, RELATED PARTY TRANSACTIONS AND OTHER
The Adviser provides certain management and advisory services to the Fund, including allocating the Fund’s assets and monitoring each Private Equity Investment to determine whether its investment program is consistent with the Fund’s investment objective and whether its investment performance and other criteria are satisfactory. In consideration for these services, the Fund pays the Adviser a quarterly management fee of 0.4125% (1.65% on an annualized basis) of the Fund’s quarter-end NAV (before any repurchases of Shares) (the “Management Fee”). For the six months ended September 30, 2024, the Fund incurred a Management Fee of $14,363,941, of which $7,314,755 was payable as of September 30, 2024.
The Administrator performs certain administrative, accounting and other services for the Fund, including (i) providing and/or arranging and overseeing the provision of office space, adequate personnel, and communications and other facilities necessary for administration of the Fund, (ii) performing certain administrative functions to support the Fund and its service providers, (iii) supporting the Board and providing it with information, (iv) providing accounting and legal services in support of the Fund, (v) providing compliance testing services, (vi) analyzing the value of the Fund’s assets, and (vii) reviewing and arranging for payment of the Fund’s expenses and other support services. In consideration of these services, the Fund pays the Administrator a quarterly fee of 0.0625% (0.25% on an annualized basis) of the Fund’s quarter-end NAV (before any repurchase of Shares) (the “Administration Fee”). For the six months ended September 30, 2024, the Fund incurred an Administration Fee of $2,176,354, of which $1,108,296 was payable as of September 30, 2024.
The Adviser has entered into an expense limitation agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund that has been extended through March 31, 2025 (the “Limitation Period”) to limit the amount of the Fund’s aggregate quarterly ordinary operating expenses, excluding certain specified expenses listed below (“Specified Expenses”), borne by the Fund during the Limitation Period, to an amount not to exceed 0.50% on an annualized basis of the Fund’s quarter-end NAV (the “Expense Cap”). Specified Expenses include: (i) the Management Fee; (ii) all fees and expenses of Private Equity Investments and direct investments in which the Fund invests (including all acquired fund fees and expenses); (iii) transactional costs, including legal costs and brokerage commissions, associated with the acquisition and disposition of secondaries, primaries, direct investments, ETFs, and other investments; (iv) interest payments incurred on borrowing by the Fund; (v) fees and expenses incurred in connection with any credit facility, if any, obtained by the Fund; (vi) the administration fee; (vii) the distribution and servicing fee or shareholder servicing fee, as applicable; (viii) taxes; and (ix) extraordinary expenses (expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence). To the extent that the Fund’s aggregate quarterly ordinary operating expenses, exclusive of the Specified Expenses for any quarter exceed the Expense Cap, the Adviser will waive its fees and/ or reimburse the Fund for expenses to the extent necessary to eliminate such excess. To the extent that the Adviser waives fees or reimburses expenses, it is permitted to recoup any amounts waived and expense amounts previously paid or borne by the Adviser, for a period not to exceed three years from the quarter in which such fees were waived or expenses were borne by the Adviser, even if such reimbursement occurs after the termination of the Limitation Period, provided that the Fund’s aggregate quarterly ordinary operating expenses for the quarter in which such reimbursement is sought, not including Specified Expenses, have fallen to a level below the Expense Cap that was in effect during the quarter in which the fees were waived or expenses were borne by the Adviser.
Semi-Annual Report | September 30, 2024 | 21 |
Pomona Investment Fund | Notes to Consolidated Financial Statements |
September 30, 2024 (Unaudited)
Effective March 31, 2024, all eligible expenses have been recouped by the Adviser.
Voya Investments Distributor, LLC acts as the distributor of the Shares (the “Distributor”). The Distributor directly distributes Shares to investors and may also enter into selected dealer agreements with various brokers and dealers (“Selling Agents”) that have agreed to participate in the distribution of the Fund’s Shares. The Fund pays the Distributor a quarterly fee of 0.1375% (0.55% on an annualized basis) of the Fund’s NAV attributable to Class A shares as of each quarter-end, determined as of the last day of each quarter (before any repurchases of Shares) (the “Distribution and Servicing Fee”), for distribution and investor services provided to Class A shareholders. The Distribution and Servicing Fee is charged on an aggregate class-wide basis, and shareholders are expected to be subject to the Distribution and Servicing Fee as long as they hold their Class A Shares. The Distributor may, in its sole discretion, pay various Selling Agents some or all of the Distribution and Servicing Fee to compensate such Selling Agents for distribution and servicing support. The Distributor, Adviser, and Administrator are subsidiaries of Voya Financial, Inc. For the six months ended September 30, 2024, the Fund incurred a Distribution and Servicing Fee of $2,033,500, of which $1,052,788 is payable as of September 30, 2024.
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 $45,000, a fee of $5,000 per year for serving on committees of the Board, and a fee per each regular quarterly meeting of the Board of $2,500, plus reimbursement of reasonable out of pocket expenses. Additionally, the Audit Committee Chair is paid an annual fee of $5,000. For the six months ended September 30, 2024, the Fund incurred Trustee fees and expenses in the amount of $90,000 which is reflected in Other Expenses on the Consolidated Statement of Operations.
The Fund retained Kroll Associates, Inc. to provide compliance services to the Fund, including a Chief Compliance Officer. For the six months ended September 30, 2024, the Fund incurred Chief Compliance Officer fees and expenses in the amount of $55,403 which is reflected in Other Expenses on the Consolidated Statement of Operations.
The Fund will continuously incur offering fees so long as it is accepting new investors. These costs enable the Fund to be offered to investors. These offering fees are either (i) expensed by the Fund as incurred or (ii) treated as deferred charges and amortized over the subsequent 12-month period using the straight-line method if such amounts are greater than $10,000. For the six months ended September 30, 2024, the Fund incurred $251,860 of offering fees.
Certain shareholders of the Fund (“Affiliated Shareholders”) are affiliated with the Adviser. The aggregate value of the Affiliated Shareholders’ share of NAV at September 30, 2024 is $115,056,959.
Colmore, Inc. provides certain sub-administrative, sub-accounting, and administration services to the Fund based on the Fund's service agreement. For these services, the Fund pays a quarterly fee to Colmore based on ending quarterly net assets.
Ultimus Fund Solutions, LLC serves as the Fund's transfer agent with respect to maintaining the registry of the Fund’s Shareholders and processing matters relating to subscriptions for, and repurchases of, Shares.
22 | www.pomonainvestmentfund.com |
Pomona Investment Fund | Notes to Consolidated Financial Statements |
September 30, 2024 (Unaudited)
5. REVOLVING CREDIT AGREEMENT
Effective March 30, 2020, the Fund entered into a $40,000,000 revolving credit agreement with Barclays Bank PLC (the "Barclays Facility"). Effective June 3, 2021 and July 8, 2022, the Fund amended its agreement with Barclays Bank PLC to increase the size of the Barclays Facility to $80,000,000 and $175,000,000, respectively. Borrowings under the current Barclays Facility bear interest at Secured Overnight Financing Rate (“SOFR”), Sterling Overnight Index Average (“SONIA”), or Euro Interbank Offer Rate (“EURIBOR”) plus 2.85% per annum, and has a commitment fee of 0.85% per annum on the daily unused portion. The Barclays Facility matures on March 28, 2026. The Fund entered into the Barclays Facility for working capital requirements, such as financing repurchases of shares, distributions to investors, and investments. As of September 30, 2024, the Fund had €86,400,000 (equivalent to $96,206,400) of outstanding borrowings on the Barclays Facility with a weighted average borrowing for the period of €86,400,000. For the six months ended September 30, 2024, the Fund incurred $358,633 in commitment fees and €2,973,485 (equivalent to $3,248,062) of interest expense on borrowings at a 6.66% weighted average interest rate.
Information about the Fund’s senior securities is shown in the following table:
Class and Period Ended |
Total Amount Outstanding Exclusive of Treasury Securities (1) |
Asset Coverage per $1,000 of Indebtedness (2) |
Involuntary Liquidating Preference Per Unit (3) |
Average Market Value Per Unit (4) |
Barclays Facility | ||||
September 30, 2024 | $96,206,400 | $19,918 | — | N/A |
March 31, 2024 | $93,225,600 | $17,418 | — | N/A |
March 31, 2023 | $77,576,100 | $13,079 | — | N/A |
March 31, 2022 | $47,990,882 | $12,376 | — | N/A |
(1) | Total amount of each class of senior securities outstanding at principal value at the end of the period presented. |
(2) | The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by total senior securities representing indebtedness. |
(3) | The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities. |
(4) | Not applicable to senior securities outstanding as of period end. |
6. CAPITAL SHARE TRANSACTIONS
The Fund accepts initial and additional purchases of Shares as of the first business day of each calendar quarter at the Fund’s then-current NAV per Share of each respective share class (determined as of the close of business on the last business day of the immediately preceding quarter). To provide a limited degree of liquidity to Shareholders, the Fund may from time to time offer to repurchase Shares pursuant to written tenders by shareholders. It is expected that the Adviser will normally recommend to the Board that the Fund conduct an offer to repurchase shares on a quarterly basis as of the end of each calendar quarter, so that each repurchase would occur as of each March 31, June 30, September 30 and December 31 of every year, although the Adviser may not recommend, and the Board may not authorize, a repurchase offer for any quarter in which the Adviser believes that it would be detrimental to the Fund for liquidity or other reasons. It is also expected that the Adviser will recommend to the Board that any such tender offer (in the aggregate) would be for an amount that is not more than 5% of the Fund’s NAV. There can be no assurance that the Board will accept the Adviser’s recommendation.
An investor may be permitted to exchange Shares between classes of Shares of the Fund, provided that, among other things: (1) the investor's aggregate investment would have met the minimum initial investment requirements in the applicable Class at the time of purchase and continues to meet those requirements; (2) the Shares are otherwise available for offer and sale; and (3) the investment meets all other requirements for investing in the applicable class.
Semi-Annual Report | September 30, 2024 | 23 |
Pomona Investment Fund | Notes to Consolidated Financial Statements |
September 30, 2024 (Unaudited)
7. FEDERAL AND OTHER TAXES
It is the Fund’s intention to meet the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), that are applicable to a regulated investment company (“RIC”). The Fund elected to be a RIC with the filing of its 2015 federal income tax return. The Fund intends to continue to operate so as to qualify to be taxed as a RIC under the Code and, as such, to not be subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify for RIC tax treatment, among other requirements, the Fund is required to distribute at least 90% of its investment company taxable income, as defined by the Code. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. While the Fund intends to distribute substantially all of its taxable net investment income and capital gains, if any, in a manner necessary to minimize the imposition of a 4% excise tax, there can be no assurance that it will avoid any or all of the excise tax. In such event, the Fund will be liable only for the amount by which it does not meet the foregoing distribution requirements. The Fund has adopted October 31 as its tax year end. Accordingly, tax basis distributions made during the 12 months ended March 31, 2024, but after the Tax Year ended October 31, 2023, will be reflected in the notes to the Fund’s financial statements for the fiscal year ending March 31, 2025. The Fund’s open tax years generally, the three prior taxable years for which the applicable statutes of limitations have not expired are subject to examination by U.S. federal, state and local tax authorities.
In accounting for income taxes, the Fund follows the guidance in FASB ASC Codification 740, as amended by ASU 2009-06, “Accounting for Uncertainty in Income Taxes” (“ASC 740”). ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the consolidated financial statements. Management has concluded, there were no uncertain tax positions as of March 31, 2024 for federal income tax purposes or in, the Fund’s major state and local tax jurisdictions; Delaware, New York State, and New York City. Management evaluates the tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions will “more-likely-than-not” be sustained upon examination by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold that would result in a tax benefit or expense to the Fund would be recorded as a tax benefit or expense in the current year. The Fund has not recognized any tax liability for unrecognized tax benefits or expenses. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Consolidated Statement of Operations. During the period ended September 30, 2024, the Fund did not incur any interest or penalties.
Because U.S. federal income tax regulations differ from U.S. GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect the applicable tax characterization. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. The tax basis components of distributable earnings differ from the amounts reflected in the Consolidated Statement of Assets and Liabilities and Net Assets due to temporary book/tax differences arising primarily from partnership investments. These amounts will be finalized before filing the Fund’s federal tax return.
At September 30, 2024, the federal tax cost of investments and unrealized appreciation (depreciation) as of the period ended were as follows:
Cost of investments for tax purposes | $ | 1,681,253,776 | ||
Gross tax unrealized appreciation | $ | 397,806,461 | ||
Gross tax unrealized depreciation | $ | (117,976,198 | ) | |
Net tax unrealized appreciation (depreciation) on investments | $ | 279,830,263 |
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, 2023, the components of distributable earnings on a tax basis were as follows:
Undistributed ordinary income | $ | — | ||
Undistributed long-term capital gains | 4,618,665 | |||
Tax accumulated earnings | 4,618,665 | |||
Accumulated capital and other losses | — | |||
Unrealized appreciation | 218,283,763 | |||
Late year ordinary losses & other miscellaneous balances | (14,576,799 | ) | ||
Distributable net earnings | $ | 208,325,629 |
As of October 31, 2023, the Fund had no capital loss carryforwards
24 | www.pomonainvestmentfund.com |
Pomona Investment Fund | Notes to Consolidated Financial Statements |
September 30, 2024 (Unaudited)
As of October 31, 2023, the Fund had $14,754,306 of qualified late-year ordinary losses, which are deferred until the following tax year ended October 31, 2024. 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, 2023 and October 31, 2022 was as follows:
Distribution paid from: | 2023 | 2022 | ||||||
Ordinary income | $ | — | $ | — | ||||
Long-term capital gains | 26,959,580 | 52,490,950 | ||||||
Return of Capital | — | — | ||||||
Total distributions paid | $ | 26,959,580 | $ | 52,490,950 |
8. AUTOMATIC DIVIDEND REINVESTMENT PLAN
Pursuant to the dividend reinvestment plan established by the Fund (the “DRIP”), each Shareholder whose Shares are registered in its own name will automatically be a participant in the DRIP and have all income dividends and/or capital gains distributions automatically reinvested in additional Shares unless such Shareholder specifically elects to receive all income, dividends and/or capital gain distributions in cash. A Shareholder is free to change this election at any time. If, however, a Shareholder requests to change its election within 90 days prior to the record date for a distribution, the request will be effective only with respect to distributions after the 90 day period. A Shareholder whose Shares are registered in the name of a nominee must contact the nominee regarding its status under the DRIP, including whether such nominee will participate on such Shareholder’s behalf.
A Shareholder may elect to:
● | reinvest both dividends and capital gain distributions; |
● | receive dividends in cash and reinvest capital gain distributions; or |
● | receive both dividends and capital gain distributions in cash. |
Generally, for U.S. federal, state and local income tax purposes, Shareholders receiving Shares pursuant to the DRIP will be treated as having received a taxable distribution equal to the amount payable to them in cash.
Shares will be issued pursuant to the DRIP at the net asset value determined on the next Valuation Date following the ex-dividend date (the last date of a dividend period on which an investor can purchase Shares and still be entitled to receive the dividend). There is no sales load or other charge for reinvestment. A request must be received by the Fund before the record date to be effective for that dividend or capital gain distribution. The Fund may terminate or amend the DRIP at any time. All expenses related to the DRIP will be borne by the Fund. The reinvestment of dividends and distributions pursuant to the DRIP will increase the Fund’s net assets on which the Management Fee and the Administration Fee are payable to the Adviser and the Administrator, respectively.
9. INVESTMENT TRANSACTIONS
Total contributions to and purchases of Private Equity Investments (excluding short-term investments) for the six months ended September 30, 2024 amounted to $209,921,679. Total distribution proceeds from sale, redemption, or other disposition of Private Equity Investments (excluding short-term investments) for the six months ended September 30, 2024 amounted to $108,530,336.
Semi-Annual Report | September 30, 2024 | 25 |
Pomona Investment Fund | Notes to Consolidated Financial Statements |
September 30, 2024 (Unaudited)
10. 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.
11. COMMITMENTS
As of September 30, 2024, the Fund had outstanding investment commitments to Private Equity Investments totaling $333,865,988.
12. MACROECONOMIC RISKS
Geopolitical concerns and other global events, including, without limitation, trade conflict, national and international political circumstances, armed conflict (including wars, terrorist acts or security operations), natural disasters, pandemics or other severe public health events and other significant events, may adversely affect the United States and/or other nations, financial markets and global economies and could affect the Fund’s ability to meet its investment objectives and other obligations. The potential for such events has created economic and political uncertainty in the past and may do so in the future. Such uncertainty may adversely affect the United States and/or other nations, financial markets and global economies and the Fund for the short or long-term in ways that cannot presently be predicted or predicted on an accurate basis. The outbreak of armed conflict in jurisdictions in which the Partnership invests or otherwise could have a negative impact on economic and market conditions and trigger a period of global economic slowdown. Similarly, a significant outbreak of infectious disease or any other serious public health concern, together with any resulting restrictions on travel or quarantines imposed, could have a negative impact on economic and market conditions and trigger a period of global economic slowdown. Such events have the potential to severely disrupt or suspend certain cross-border trade, supply chains and tourism and to create humanitarian crises and the economic impacts of such events could adversely affect the performance of the Fund’s investments and of the Fund’s overall performance and financial results.
13. SUBSEQUENT EVENTS
Since October 1, 2024, there were subscriptions to the Fund in the amount of $27,590,914 for Class A and, $50,542,332 for Class I Shares. Through the date the consolidated financial statements were issued, there have not been any additional subscriptions to the Fund.
On October 17, 2024, the Fund paid down the full balance of the Credit Facility in the amount of €86,400,000 (equivalent to $93,579,840). Since October 17, 2024, no further activity occurred related to the Credit Facility.
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.
26 | www.pomonainvestmentfund.com |
Pomona Investment Fund | Additional Information |
September 30, 2024 (Unaudited)
PROXY VOTING
The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling the Fund at 1-844-2POMONA or (ii) by visiting the SEC’s website at www.sec.gov.
AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULES
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT Part F). The Fund’s Form N-PORT Part F are available, without charge and upon request, on the SEC’s website at www.sec.gov or may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Semi-Annual Report | September 30, 2024 | 27 |
Intentionally Left Blank
28 | www.pomonainvestmentfund.com |
Semi-Annual Report | September 30, 2024 | 29 |
(b) | Not applicable. |
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.
(a) | 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. |
(b) | Not applicable. |
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 10. RENUMERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.
Not applicable to semi-annual reports.
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to semi-annual reports.
ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
a) | Not applicable to semi-annual reports. |
b) | Not applicable |
ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the reporting period there were no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
ITEM 16. 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 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 17. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
Not applicable.
ITEM 19. EXHIBITS.
(a)(1) | Not applicable to semi-annual reports. |
(a)(2) | Not applicable. |
(a)(3) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(b) | Certifications pursuant to Rule 30a-2(b) 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 | December 6, 2024 |
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 | December 6, 2024 | |
By (Signature and Title)* | /s/ Frances Janis | |
Frances Janis, Treasurer and Principal Financial Officer | ||
(Principal Financial Officer) | ||
Date | December 6, 2024 |
* | Print the name and title of each signing officer under his or her signature. |