Financial Statements
For the Year Ended March 31, 2017
Pomona Investment Fund
Table of Contents
For the Year Ended March 31, 2017
Report of Independent Registered Public Accounting Firm | 1 |
Schedule of Investments | 2-3 |
Statement of Assets, Liabilities and Shareholders' Capital | 4 |
Statement of Operations | 5 |
Statement of Changes in Shareholders' Capital | 6 |
Statement of Cash Flows | 7 |
Financial Highlights | 8-9 |
Notes to Financial Statements | 10-17 |
Other Information (unaudited) | 18-20 |
Fund Management (unaudited) | 21-23 |
Privacy Policy (unaudited) | 24-25 |
Pomona Investment Fund
Report of Independent Registered Public Accounting Firm
March 31, 2017
The Board of Trustees and Shareholders
Pomona Investment Fund:
We have audited the accompanying statement of assets, liabilities and shareholders’ capital of Pomona Investment Fund (the Company), including the schedule of investments, as of March 31, 2017, and the related statements of operations and cash flows for the year then ended, and the statement of changes in shareholders’ capital and financial highlights for each of the years or periods in the two year period then ended. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of March 31, 2017, by correspondence with fund managers or by other appropriate auditing procedures where replies from underlying fund managers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Pomona Investment Fund as of March 31, 2017, the results of its operations and its cash flows for the year then ended and the changes in its shareholders’ capital and financial highlights for each of the years or periods in the two year period then ended, in conformity with U.S. generally accepted accounting principles.
New York, New York
May 26, 2017
1
Pomona Investment Fund
Schedule of Investments
March 31, 2017
Investment Funds a (75.79%) Seasoned Primary Investments (5.73%) | Geographic | Original | Fair | |||||
Gryphon Partners IV, L.P. c, d, h | North America | 6/24/2016 | $ | 3,635,045 | ||||
Total Seasoned Primary Investments (5.73%) | 3,635,045 | |||||||
Secondary Investments (70.06%) | ||||||||
Advent International GPE VII-B Limited Partnership d | North America | 06/30/2015 | 2,368,848 | |||||
Apax Europe VI - A, L.P. d | Europe | 12/30/2016 | 365,706 | |||||
Audax Mezzanine Fund II, L.P. d | North America | 09/30/2015 | 103,099 | |||||
Audax Mezzanine Fund III, L.P. e, h | North America | 09/30/2016 | 5,977,698 | |||||
Audax Private Equity Fund III, L.P. d | North America | 09/30/2015 | 1,236,472 | |||||
Bain Capital Asia Fund, L.P. | North America | 12/30/2015 | 376,579 | |||||
Bain Capital Distressed and Special Situations 2013 E, L.P. d, j | North America | 06/30/2015 | 825,326 | |||||
Bain Capital Europe Fund III, L.P. | North America | 12/30/2016 | 1,593,032 | |||||
Bain Capital Fund VIII, L.P. d | North America | 12/30/2015 | 560,273 | |||||
Bain Capital Fund X, L.P. f, h | North America | 12/30/2015 | 7,127,755 | |||||
Cerberus Institutional Partners, L.P. - Series Four d | North America | 12/30/2016 | 1,023,407 | |||||
Cerberus Institutional Partners, L.P. - Series Three d | North America | 12/30/2016 | 127,061 | |||||
Cerberus Institutional Partners, L.P. - Series Two d | North America | 12/30/2016 | 18,257 | |||||
Clayton, Dubilier & Rice Fund VII, L.P. | North America | 12/30/2015 | 1,196,661 | |||||
Clyde Blowers Capital Fund III LP d | Europe | 06/30/2015 | 1,598,166 | |||||
DCM IV, L.P. d | North America | 06/30/2015 | 145,990 | |||||
DCM V, L.P. d | North America | 06/30/2015 | 719,468 | |||||
DCM VI, L.P. d | North America | 06/30/2015 | 1,459,083 | |||||
GSO Capital Opportunities Overseas Fund L.P. | North America | 12/30/2015 | 154,780 | |||||
Insight Venture Partners Coinvestment Fund II, L.P. | North America | 06/30/2015 | 1,078,892 | |||||
Insight Venture Partners Coinvestment Fund III, L.P. d | North America | 06/30/2015 | 700,593 | |||||
Insight Venture Partners V Coinvestment Fund, L.P. | North America | 06/30/2015 | 36,429 | |||||
Insight Venture Partners V, L.P. | North America | 06/30/2015 | 642,555 | |||||
Insight Venture Partners VI, L.P. | North America | 06/30/2015 | 1,347,288 | |||||
Insight Venture Partners VII, L.P. | North America | 06/30/2015 | 3,163,807 | |||||
Insight Venture Partners VIII, L.P. d, g, h | North America | 06/30/2015 | 3,440,358 | |||||
Littlejohn Fund IV, L.P. d | North America | 12/30/2015 | 1,903,733 | |||||
Madison International Real Estate Liquidity Fund V | North America | 06/30/2015 | 76,520 | |||||
Oaktree Private Investment Fund 2010, L.P. d | North America | 06/30/2015 | 129,690 | |||||
Perry Partners International, Inc. d | North America | 12/30/2015 | 65,672 | |||||
Providence Equity Partners IV L.P. d | North America | 12/30/2016 | 14,094 | |||||
Providence Equity Partners V L.P. d | North America | 12/30/2016 | 339,682 | |||||
Providence Equity Partners VI L.P. | North America | 12/30/2016 | 1,574,620 | |||||
Silver Lake Partners II, L.P. | North America | 12/30/2016 | 1,449,475 | |||||
TCW/Crescent Mezzanine Partners VB, L.P. | North America | 12/30/2015 | 660,933 | |||||
TPG Opportunities Partners III (B), L.P. d | North America | 06/30/2015 | 60,306 | |||||
Wellspring Capital Partners IV, L.P. d | North America | 06/30/2015 | 828,519 | |||||
Total Secondary Investments (70.06%) | 44,490,827 | |||||||
Total Investments in Investment Funds (Cost $48,635,670) (75.79%) | $ | 48,125,872 |
The accompanying notes are an integral part of these Financial Statements.
2
Pomona Investment Fund
Schedule of Investments
March 31, 2017 (continued)
Short-Term Investment (25.76%) Money Market Fund | Fair | |||
Fidelity Government Money Market Fund - Institutional Class, 0.60% i | $ | 16,359,473 | ||
Total Money Market Fund (25.76%) | $ | 16,359,473 | ||
Total Short-Term Investment (Cost $16,359,473) (25.76%) | $ | 16,359,473 | ||
Total Investments (Cost $64,995,143) (101.55%) | $ | 64,485,345 | ||
Liabilities in Excess of Other Assets (-1.55%) | (984,549 | ) | ||
Shareholders' Capital (100.00%) | $ | 63,500,796 |
a | Investment Funds are generally offered in private placement transactions and as such are illiquid and generally restricted as to resale. Total cost and fair value of illiquid and restricted securities as of March 31, 2017 was $48,635,670 and $48,125,872, respectively. |
b | In the case of Investment Funds, geographic region generally refers to where the general partner is headquartered and may be different from where an Investment Fund invests or operates. |
c | This Investment Fund invests in privately or publicly owned enterprises operating in a variety of industries. |
d | Non-income producing. |
e | This Investment Fund focuses on investing in junior debt securities of private middle market businesses. |
f | This Investment Fund focuses on buyouts, growth capital investments and restructurings. |
g | This Investment Fund invests in growth-stage companies, including control/buyout investments in more mature companies and minority deals in less mature companies. |
h | These Investment Funds have no redemption provisions, are issued in private placement transactions and are restricted as to resale. |
i | The rate quoted is the annualized seven-day yield of the Fund at the period end. |
j | Formally known as Sankaty Credit Opportunities V-E, L.P. |
The accompanying notes are an integral part of these Financial Statements.
3
Pomona Investment Fund
Statement of Assets, Liabilities and Shareholders’ Capital
March 31, 2017
Assets | ||||
Investments in Investment Funds, at fair value (cost $48,635,670) | $ | 48,125,872 | ||
Short-term investments, at fair value (cost $16,359,473) | 16,359,473 | |||
Deferred offering costs | 37,037 | |||
Expense waiver receivable | 242,819 | |||
Interest receivable | 7,175 | |||
Other assets | 158,194 | |||
Total Assets | 64,930,570 | |||
Liabilities | ||||
Payable to Adviser | 414,827 | |||
Management fee payable | 513,286 | |||
Administration fee payable | 77,777 | |||
Distribution and servicing fee payable | 170,681 | |||
Professional fees payable | 126,970 | |||
Other accrued expenses | 126,233 | |||
Total Liabilities | 1,429,774 | |||
Commitments and contingencies (see Note 9) | — | |||
Shareholders' Capital | $ | 63,500,796 | ||
Shareholders' Capital | ||||
Paid-in Capital | $ | 61,758,004 | ||
Accumulated net investment loss | (638,119 | ) | ||
Accumulated net realized gain on investments in Investment Funds | 9,150,683 | |||
Accumulated distributions from capital gains | (6,259,974 | ) | ||
Accumulated net unrealized depreciation on investments in Investment Funds and foreign currency translation | (509,798 | ) | ||
Total Shareholders' Capital | $ | 63,500,796 | ||
Shareholders' Capital Attributable to: | ||||
Class A Shares | $ | 63,224,956 | ||
Class M2 Shares | 275,840 | |||
$ | 63,500,796 | |||
Shares Outstanding: | ||||
Class A Shares | 6,268,951 | |||
Class M2 Shares | 27,274 | |||
6,296,225 | ||||
Net asset value per Share: | ||||
Class A Shares | $ | 10.09 | ||
Class M2 Shares | $ | 10.11 |
The accompanying notes are an integral part of these Financial Statements.
4
Pomona Investment Fund
Statement of Operations
For the Year Ended March 31, 2017
Income | ||||
Dividend income | $ | 607,357 | ||
Interest income | 475,599 | |||
Other income | 161,006 | |||
Total Income | 1,243,962 | |||
Expenses | ||||
Management fee | 982,141 | |||
Distribution and servicing fee | 326,262 | |||
Professional fees | 300,389 | |||
Insurance fees | 164,200 | |||
Administration fee | 148,821 | |||
Offering costs | 141,150 | |||
Chief Compliance Officer fees and expenses | 92,876 | |||
Trustees fees and expenses | 76,670 | |||
Other expenses | 160,690 | |||
Total Expenses | 2,393,199 | |||
Less: Waivers and/or expense reimbursements | (516,279 | ) | ||
Net Expenses | 1,876,920 | |||
Net Investment Loss | (632,958 | ) | ||
Net Realized Gain and Change in Unrealized Appreciation/(Depreciation) on Investments in Investment Funds and Foreign Currency Translation | ||||
Net realized gain from investments in Investment Funds | 7,276,346 | |||
Net change in unrealized depreciation on investments in Investment Funds | (998,281 | ) | ||
Net change in unrealized depreciation on foreign currency translation | (136,843 | ) | ||
Total net change in unrealized depreciation on investments in Investment Funds and foreign currency translation | (1,135,124 | ) | ||
Net Realized Gain and Change in Unrealized Appreciation/(Depreciation) on Investments in Investment Funds and Foreign Currency Translation | 6,141,222 | |||
Net increase in Shareholders' Capital from operations | $ | 5,508,264 |
The accompanying notes are an integral part of these Financial Statements.
5
Pomona Investment Fund
Statements of Changes in Shareholders’ Capital
For the | For the Period May 7, 2015 (Commencement of Operations) to | |||||||
Operations | ||||||||
Net investment loss | $ | (632,958 | ) | $ | (1,107,786 | ) | ||
Net realized gain from investments in Investment Funds | 7,276,346 | 1,881,520 | ||||||
Net change in unrealized appreciation/(depreciation) on investments in Investment Funds and foreign currency translation | (1,135,124 | ) | 625,326 | |||||
Net increase in Shareholders' Capital from operations | 5,508,264 | 1,399,060 | ||||||
Distributions to Shareholders | ||||||||
Distributions from capital gains Class A Shares | (5,881,269 | ) | (366,369 | ) | ||||
Distributions from capital gains Class M2 Shares | (12,336 | ) | — | |||||
Decrease in Shareholders' Capital from distributions to Shareholders | (5,893,605 | ) | (366,369 | ) | ||||
Shareholders' Capital Transactions | ||||||||
Class A Shares | ||||||||
Proceeds from sale of Shares | 3,446,035 | 52,841,000 | ||||||
Reinvestment of distributions | 5,822,706 | 366,369 | ||||||
Total Class A Transactions | 9,268,741 | 53,207,369 | ||||||
Class M2 Shares* | ||||||||
Proceeds from sale of Shares | 265,000 | — | ||||||
Reinvestment of distributions | 12,336 | — | ||||||
Total Class M2 Transactions | 277,336 | — | ||||||
Increase in Shareholders' Capital from capital transactions | 9,546,077 | 53,207,369 | ||||||
Shareholders' Capital | ||||||||
Beginning of year | 54,340,060 | 100,000 | ||||||
End of year | $ | 63,500,796 | $ | 54,340,060 | ||||
Shareholder Activity | ||||||||
Class A Shares outstanding at beginning of year | 5,327,631 | 10,000 | ||||||
Shares sold | 334,952 | 5,280,943 | ||||||
Shares reinvested | 606,368 | 36,688 | ||||||
Class A Shares outstanding at end of year | 6,268,951 | 5,327,631 | ||||||
Class M2 Shares outstanding at beginning of period* | — | — | ||||||
Shares sold | 25,989 | — | ||||||
Shares reinvested | 1,285 | — | ||||||
Class M2 Shares outstanding at end of period | 27,274 | — | ||||||
Accumulated net investment loss | $ | (638,119 | ) | $ | (349,042 | ) |
* | Class M2 Shares commenced operations on October 1, 2016. |
The accompanying notes are an integral part of these Financial Statements.
6
Pomona Investment Fund
Statement of Cash Flows
For the Year Ended March 31, 2017
Cash flows from operating activities | ||||
Net increase in Shareholders' Capital from operations | $ | 5,508,264 | ||
Adjustments to reconcile net increase in Shareholders' Capital from operations to net cash used in operating activities: | ||||
Purchases of investments in Investment Funds | (18,429,307 | ) | ||
Capital distributions received from Investment Funds | 13,642,704 | |||
Net realized gain from investments in Investment Funds | (7,276,346 | ) | ||
Net change in unrealized depreciation on investments in Investment Funds and foreign currency translation | 1,135,124 | |||
Net sales of short-term investments | 1,928,967 | |||
Amortization of deferred offering costs | 141,150 | |||
Changes in operating assets and liabilities: | ||||
Decrease in investments in Investment Funds paid in advance | 5,000 | |||
Decrease in expense waiver receivable | 1,594,653 | |||
Increase in interest receivable | (1,751 | ) | ||
Decrease in other assets | 6,006 | |||
Decrease in payable to Adviser | (1,573,745 | ) | ||
Decrease in management fee payable | (267,827 | ) | ||
Decrease in administration fee payable | (40,641 | ) | ||
Increase in distribution and servicing fee payable | 95,959 | |||
Decrease in professional fees payable | (31,058 | ) | ||
Decrease in trustees fees payable | (7,800 | ) | ||
Increase in other accrued expenses | 4,348 | |||
Net cash used in operating activities | (3,566,300 | ) | ||
Cash flows from financing activities | ||||
Proceeds from sale of Shares | 3,711,035 | |||
Distributions to investors, net of reinvestments of distributions | (58,563 | ) | ||
Additions to offering costs | (86,172 | ) | ||
Net cash provided by financing activities | 3,566,300 | |||
Net change in cash | — | |||
Cash at beginning of year | — | |||
Cash at End of Year | $ | — | ||
Supplemental disclosure of reinvested distributions | $ | 5,835,042 |
The accompanying notes are an integral part of these Financial Statements.
7
Pomona Investment Fund
Financial Highlights
Class A Shares | ||||||||
For the | For the Period May 7, 2015 (Commencement of Operations) to March 31, | |||||||
Net asset value per Share, beginning of period | $ | 10.20 | $ | 10.00 | (1) | |||
Net increase in Shareholders' Capital from operations: | ||||||||
Net investment loss* | (0.09 | ) | (0.21 | ) | ||||
Net realized gain and change in unrealized depreciation on investments | 1.03 | 0.48 | ||||||
Net increase in Shareholders' Capital from operations: | 0.94 | 0.27 | ||||||
Distributions from net investment income | — | — | ||||||
Distributions from capital gains | (1.05 | ) | (0.07 | ) | ||||
Total distributions | (1.05 | ) | (0.07 | ) | ||||
Net asset value per Share, end of period | $ | 10.09 | $ | 10.20 | ||||
Total Return (2) | 9.71 | % | 2.70 | %(3) | ||||
Ratios/Supplemental Data: | ||||||||
Shareholders' Capital, end of period (in thousands) | $ | 63,225 | $ | 54,340 | ||||
Ratio of net investment loss to average Shareholders' Capital | (1.07 | )% | (2.35 | )%(4) | ||||
Ratio of gross expenses to average Shareholders' Capital (5) | 4.05 | % | 5.40 | %(4) | ||||
Ratio of expense waiver to average Shareholders' Capital (6) | (0.87 | )% | (2.31 | )%(4) | ||||
Ratio of net expenses to average Shareholders' Capital (6) (7) | 3.18 | % | 3.09 | %(4) | ||||
Portfolio Turnover | 0.00 | % | 0.00 | %(3) |
* | Per Share data of income/(loss) from investment operations is computed using the total income and expense for each period divided by end of period Shares. |
(1) | The net asset value per Share as of the beginning of the period, May 7, 2015 (Commencement of Operations) represents the initial net asset value per Share of $10.00. |
(2) | Total Return based on net asset value per Share is the combination of changes in net asset value per Share and reinvested dividend income at net asset value per Share, if any. |
(3) | Not annualized. |
(4) | Annualized. |
(5) | Represents the ratio of expenses to average Shareholders’ Capital absent fee waivers and/or expense reimbursement by the Adviser. |
(6) | The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for a one-year term ending at the end of the Limitation Period to limit the amount of the Fund’s total annual ordinary operating expenses, excluding certain “Specified Expenses” as outlined in the Notes to Financial Statements. |
(7) | Includes expenses excluded from the expense limitation. In addition, the ratio is calculated based on net expenses and average net assets. If the net expense ratio calculation was calculated quarterly rather than annualized, as is done for expense waiver calculations which is not, however, calculated based on average net assets, the net expense ratio would be 2.95%. |
The accompanying notes are an integral part of these Financial Statements.
8
Pomona Investment Fund
Financial Highlights
Class M2 Shares | ||||
For the Period October 1, 2016 (Commencement of Operations) to March 31, | ||||
Net asset value per Share, beginning of period | $ | 10.65 | (1) | |
Net increase in Shareholders' Capital from operations: | ||||
Net investment loss* | (0.01 | ) | ||
Net realized gain and change in unrealized depreciation on investments | 0.52 | |||
Net increase in Shareholders' Capital from operations: | 0.51 | |||
Distributions from net investment income | — | |||
Distributions from capital gains | (1.05 | ) | ||
Total distributions | (1.05 | ) | ||
Net asset value per Share, end of period | $ | 10.11 | ||
Total Return (2) (3) | 5.32 | % | ||
Ratios/Supplemental Data:** | ||||
Shareholders' Capital, end of period (in thousands) | $ | 276 | ||
Ratio of net investment loss to average Shareholders' Capital (4) | (0.24 | )% | ||
Ratio of gross expenses to average Shareholders' Capital (4) (5) | 5.18 | % | ||
Ratio of expense waiver to average Shareholders' Capital (4) (6) | (2.74 | )% | ||
Ratio of net expenses to average Shareholders' Capital (4) (6) (7) | 2.44 | % | ||
Portfolio Turnover (3) | 0.00 | % |
* | Per Share data of income/(loss) from investment operations is computed using the total income and expense for each period divided by end of period Shares. |
** | Class M2 Shares commenced operations on October 1, 2016. These ratios include certain expenses related to the offering of this share class and other expenses associated with the commencement of operations that are specific only to the M2 share class. |
(1) | The net asset value per Share as of the beginning of the period, October 1, 2016 (Commencement of Operations) represents the initial net asset value per Share of $10.65. |
(2) | Total Return based on net asset value per Share is the combination of changes in net asset value per Share and reinvested dividend income at net asset value per Share, if any. |
(3) | Not annualized. |
(4) | Annualized. |
(5) | Represents the ratio of expenses to average Shareholders’ Capital absent fee waivers and/or expense reimbursement by the Adviser. |
(6) | The Adviser has entered into an Expense Limitation and Reimbursement Agreement with the Fund for a one-year term ending at the end of the Limitation Period to limit the amount of the Fund’s total annual ordinary operating expenses, excluding certain “Specified Expenses” as outlined in the Notes to Financial Statements. |
(7) | Includes expenses excluded from the expense limitation. In addition, the ratio is calculated based on net expenses and average net assets. If the net expense ratio calculation was calculated quarterly rather than annualized, as is done for expense waiver calculations which is not, however, calculated based on average net assets, the net expense ratio would be 2.40%. |
The accompanying notes are an integral part of these Financial Statements.
9
Pomona Investment Fund
Notes to Financial Statements
March 31, 2017
1. Organization
Pomona Investment Fund (formerly known as Pomona Private Equity Fund, the “Fund”) was organized as a Delaware statutory trust on August 12, 2014 and commenced operations on May 7, 2015. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The Fund is managed by Pomona Management LLC (the “Adviser” and the “Administrator”), an investment adviser registered under the Investment Advisers Act of 1940, as amended. The objective of the Fund is to seek long-term capital appreciation by investing principally in private equity investments. It is anticipated that the Fund’s private equity investments will predominantly consist of secondary and primary investments in private equity funds (“Investment Funds”) and, to a lesser degree, direct investments in operating companies. Secondary investments refer to investments in existing Investment Funds that are typically acquired in privately negotiated transactions. Seasoned Primary investments refer to investments in newly established private equity funds, typically sponsored by investment managers with an established investment track record.
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 March 31, 2017, the Fund offered four classes of shares; Classes A, I, M1 and M2 shares. Class M2 Shares commenced operations on October 1, 2016. The I and M1 share classes had not yet commenced operations as of March 31, 2017. The shares are continuously offered on a quarterly basis.
Class A Shares are offered at the then current net asset value plus an initial sales charge, if applicable, with a general minimum initial investment of $25,000. Class A Shareholders pay a fee for distribution and shareholder servicing.
Class I Shares are offered to certain institutional investors, at the then current net asset value without an initial sales charge and with a general minimum initial investment of $1,000,000. Class I Shareholders do not pay a fee for distribution or shareholder servicing.
Classes M1 and M2 Shares are offered through intermediary wealth management platforms associated with private banks and trust companies, at the then current net asset value without an initial sales charge. The general minimum initial investment is $5,000,000. Neither Class M1 nor M2 Shareholders pay a fee for distribution services; however, M1 Shareholders pay a fee for shareholder services or account maintenance services.
All share classes have the same rights and privileges.
2. Summary of Significant Accounting Policies
The accompanying 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 financial statements.
Valuation of Investments
The Fund has formal valuation policies and procedures (the “Valuation Procedures”), which have been approved by the Board. The Board has delegated direct and oversight responsibilities for making valuation determinations for investments held by the Fund to a valuation committee (the “Valuation Committee”), which draws on the resources and personnel of the Administrator and the Adviser in carrying out its responsibilities. The Board receives valuation reports from the Valuation Committee on a quarterly basis and determines if the Valuation Procedures are operating as expected and the outcomes are reliable.
In general, investments are valued based on actual or estimated market value, with special provisions for assets not having readily available market quotations, and for situations in which market quotations are deemed unreliable. The Investment Funds in which the Fund invests normally do not have readily available market prices and therefore will be valued at “fair value”. Determining the fair value of Investment Funds and other assets requires that judgment be applied to the specific facts and circumstances of each asset while seeking to employ a valuation process that is consistently followed. There is not necessarily a single standard for determining fair value of such assets, and determinations of fair value may involve subjective judgments and estimates.
10
Pomona Investment Fund
Notes to Financial Statements
March 31, 2017 (continued)
2. Summary of Significant Accounting Policies (continued)
The fair values of the Fund’s investments in Investment Funds are estimates and are determined by the Adviser in accordance with the Valuation Procedures. These estimates are net of management and performance incentive fees or allocations payable pursuant to the respective organizational documents of each Investment Fund. Ordinarily, the fair value of an Investment Fund is based on the net asset value (“NAV”) of that Investment Fund reported by its investment manager. If the Adviser determines that the most recent NAV reported by the investment manager of an Investment Fund does not represent the fair value or if the investment manager of an Investment Fund fails to report a NAV to the Fund, a fair value determination is made by the Adviser in accordance with the Valuation Procedures. This includes adjusting the NAV provided by an investment manager for other relevant information available at the time the Fund values its portfolio, including capital activity and material events occurring between the reference dates of the investment manager’s valuation and the relevant valuation date.
NAV Determination
The NAV of the Fund is determined as of the close of regular trading on the New York Stock Exchange on the last business day of each quarter and at such other times as the Board determines (each, a “Valuation Date”). In determining its NAV, the Fund values its investments as of the relevant Valuation Date. The NAV of the Fund will equal, unless otherwise noted, the value of the total assets of the Fund, less all of its liabilities, including accrued fees and expenses, each determined as of the relevant Valuation Date.
Cash and Short-term Investments
The Fund holds cash and short-term interest bearing deposit accounts. At times, such deposits may be in excess of federally insured limits. The Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts. There are no restrictions on the cash and short-term accounts held by the Fund.
Realized Gain/(Loss) on Investments
The Fund accounts for realized gains and losses on distributions received from Investment Funds based on the nature of such distributions as determined by the underlying investment fund managers.
Income Recognition and Expenses
Income is recognized on an accrual basis as earned. Expenses are recognized on an accrual basis as incurred.
The Fund bears all expenses incurred in the course of its operations, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Fund’s account; professional fees; costs of insurance; registration expenses; and expenses of meetings of the Board. Certain expenses of the Fund attributable to a particular share class will be allocated to the share class to which they are attributable.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Fund’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Changes in the economic environment, financial markets, and any other factors or parameters used in determining these estimates could cause actual results to differ materially.
3. Fair Value Disclosures
The Fund uses the NAV of each Investment Fund as its measure of fair value of an investment in an Investment Fund when (i) the market price for such investment is not readily available, (ii) such investment does not have a readily determinable fair value, and (iii) the NAV is calculated in a manner consistent with the measurement principles of investment company accounting, including measurement of the underlying investments at fair value.
In accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Fund discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based on unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurement). The guidance establishes three levels of fair value as listed below.
- | Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access at the measurement date |
11
Pomona Investment Fund
Notes to Financial Statements
March 31, 2017 (continued)
3. Fair Value Disclosures (continued)
- | Level 2 - Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, including inputs in markets that are not considered to be active |
- | Level 3 - Inputs that are unobservable |
The notion of unobservable inputs is intended to allow for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Under Level 3, the owner of an asset must determine fair value based on its own assumptions about what market participants would take into account in determining the fair value of the asset, using the best information available.
The inputs or methodology for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement; however, the determination of what constitutes “observable” requires significant judgment by the Administrator. The Administrator considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. Private equity funds are generally restricted securities that are subject to substantial holding periods and restrictions on resale and are not traded in public markets. Accordingly, the Fund may not be able to resell such investments for extended periods, if at all.
In May 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-07 (“ASU 2015-07”), Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) modifying Accounting Standards Codification 946 Financial Services – Investment Companies. Under the modifications, investments in private investment funds valued at NAV are no longer included in the fair value hierarchy. As a result of adopting ASU 2015-07, investments in Investment Funds with a fair value of $48,125,872 are excluded from the fair value hierarchy as of March 31, 2017.
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 March 31, 2017:
Investments | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Short-Term Investment | $ | 16,359,473 | $ | — | $ | — | $ | 16,359,473 | ||||||||
Total | $ | 16,359,473 | $ | — | $ | — | $ | 16,359,473 |
During the year ended March 31, 2017, the Fund did not have any transfers between any of the levels of the fair value hierarchy. The Fund records all transfers at the end of each reporting period.
A listing of the private equity investment types held by the Fund and the related attributes, as of March 31, 2017, are shown in the table below:
Investment Category | Investment Strategy | Fair Value | Unfunded | Redemption Frequency* | Notice | Redemption Restrictions Terms** | |||||
Seasoned Primary | Primary investments made after an Investment Fund has already invested a certain percentage of its capital commitment | $ | 3,635,045 | $ | 3,157,443 | None | N/A | Liquidity in the form of distributions from Investment Funds | |||
Secondary | Investments in existing Investment Funds that are typically acquired in privately negotiated transactions | $ | 44,490,827 | $ | 7,637,634 | None | N/A | Liquidity in the form of distributions from Investment Funds |
* | The information summarized in the table above represents the general terms for the specified investment type. Individual Investment Funds may have terms that are more or less restrictive than those terms indicated for the investment type as a whole. In addition, most Investment Funds have the flexibility, as provided for in their constituent documents, to modify and waive such terms. |
** | Distributions from Investment Funds occur at irregular intervals, and the exact timing of distributions from Investment Funds cannot be determined. It is estimated that distributions will occur over the life of the Investment Funds. |
12
Pomona Investment Fund
Notes to Financial Statements
March 31, 2017 (continued)
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 Investment Fund 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 net asset value (the “Management Fee”). The Management Fee is an expense paid out of the Fund’s net assets and is computed based on the value of the net assets of the Fund as of the close of business on the last business day of each quarter (including any assets in respect of Shares that are repurchased as of the end of the quarter) and is payable quarterly in arrears. For the year ended March 31, 2017, the Fund incurred $982,141 of Management Fees.
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 net asset value (the “Administration Fee”). For the year ended March 31, 2017, the Fund incurred $148,821 of Administration Fees.
The Adviser has entered into an expense limitation agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund that has been extended through September 30, 2017 (the “Limitation Period”) to limit the amount of the Fund’s aggregate quarterly ordinary operating expenses, excluding certain specified expenses listed below (“Specified Expenses”), borne by the Fund during the Limitation Period, to an amount not to exceed 0.50% on an annualized basis of the Fund’s quarter-end net assets (the “Expense Cap”). Specified Expenses include: (i) the Management Fee; (ii) all fees and expenses of Investment Funds and direct investments in which the Fund invests (including all acquired fund fees and expenses); (iii) transactional costs, including legal costs and brokerage commissions, associated with the acquisition and disposition of secondaries, primaries, direct investments, ETFs, and other investments; (iv) interest payments incurred on borrowing by the Fund; (v) fees and expenses incurred in connection with any credit facility, if any, obtained by the Fund; (vi) the administration fee; (vii) the distribution and servicing fee or shareholder servicing fee, as applicable; (viii) taxes; and (ix) extraordinary expenses (expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence). To the extent that the Fund’s aggregate quarterly ordinary operating expenses, exclusive of the Specified Expenses for any quarter exceed the Expense Cap, the Adviser will waive its fees and/or reimburse the Fund for expenses to the extent necessary to eliminate such excess. To the extent that the Adviser waives fees or reimburses expenses, it is permitted to recoup any amounts waived and expense amounts previously paid or borne by the Adviser, for a period not to exceed three years from the quarter in which such fees were waived or expenses were borne by the Adviser, even if such reimbursement occurs after the termination of the Limitation Period, provided that the Fund’s aggregate quarterly ordinary operating expenses for the quarter in which such reimbursement is sought, not including Specified Expenses, have fallen to a level below the Expense Cap that was in effect during the quarter in which the fees were waived or expenses were borne by the Adviser.
For the year ended March 31, 2017, the Adviser waived fees in the amount of $516,279, which are subject for recoupment. At March 31, 2017, the amounts outlined below are available for recoupment:
Quarter of Expiration: | ||||
June 2018 | $ | 188,962 | ||
September 2018 | $ | 268,215 | ||
December 2018 | $ | 336,455 | ||
March 2019 | $ | 295,660 | ||
June 2019 | $ | 156,427 | ||
September 2019 | $ | 117,033 | ||
December 2019 | $ | 111,397 | ||
March 2020 | $ | 131,422 |
13
Pomona Investment Fund
Notes to Financial Statements
March 31, 2017 (continued)
4. Management Fee, Administration Fee, Related Party Transactions and Other (continued)
Voya Investments Distributor, LLC acts as the distributor of the Shares (the “Distributor”). The Distributor will directly distribute 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 will pay the Distributor a quarterly fee of 0.1375% (0.55% on an annualized basis) of the Fund’s Class A quarter-end net asset value, determined as of the last day of each quarter (before any repurchases of Shares) (the “Distribution and Servicing Fee”), for distribution and investor services provided to Class A shareholders. The Distribution and Servicing Fee is charged on an aggregate class-wide basis, and shareholders are expected to be subject to the Distribution and Servicing Fee as long as they hold their Class A Shares. The Distributor may, in its sole discretion, pay various Selling Agents some or all of the Distribution and Servicing Fee to compensate such Selling Agents for distribution and servicing support. The Distributor, Adviser, and Administrator are subsidiaries of Voya Financial, Inc. (formerly, ING U.S., Inc.). For the year ended March 31, 2017, the Fund incurred $326,262 of Distribution and Servicing Fees.
UMB Fund Services, Inc. (“UMBFS”) provides certain sub-administration, sub-accounting, and tax services for the Fund. UMBFS charges fees to the Fund for these services based on the average net assets of the Fund, subject to minimum amounts. UMBFS also provides certain record keeping and investor related services for the Fund and charges fees for those services primarily based on the number of investor accounts, subject to minimum amounts. UMB Bank, N.A., an affiliate of UMBFS, serves as the custodian of the Fund’s assets (the “Custodian”) and primarily charges a fixed fee based on the Fund’s average net assets to the Fund.
Each member of the Board that is not an “interested person” (as defined in the 1940 Act) (an “Independent Trustee”) receives an annual retainer of $10,000, a fee of $5,000 per year for serving on committees of the Board, and a fee per each in-person meeting of the Board of $2,500, plus reimbursement of reasonable out of pocket expenses.
The Fund retained Alaric Compliance Services, LLC to provide compliance services to the Fund, including a Chief Compliance Officer. For the year ended March 31, 2017, the Fund incurred Chief Compliance Officer fees and expenses in the amount of $92,876.
Prior to the Commencement of Operations, the Fund incurred organizational costs which were paid and/or reimbursed by the Adviser. These costs will be subject to recoupment in accordance with the Fund’s Expense Limitation and Reimbursement Agreement. Organizational expenses consist primarily of costs to establish the Fund and enable it to legally conduct business. Organizational expenses incurred subsequent to commencement of operations are expensed by the Fund as incurred.
The Fund incurred $141,150 of offering costs during the year-ended March 31, 2017. These offering costs, which have also been paid and/or reimbursed by the Adviser, will be subject to recoupment under the Expense Limitation and Reimbursement Agreement. Offering costs are treated as deferred charges and are amortized over the subsequent 12 month period using the straight line method.
Certain shareholders of the Fund (“Affiliated Shareholders”) are affiliated with the Adviser. The aggregate value of the Affiliated Shareholders’ share of shareholders’ capital at March 31, 2017 is $56,503,916.
5. Capital Share Transactions
The Fund accepts initial and additional purchases of Shares as of the first business day of each calendar quarter at the Fund’s then-current net asset value per Share of each respective share class (determined as of the close of business on the last business day of the immediately preceding quarter). To provide a limited degree of liquidity to Shareholders, the Fund may from time to time offer to repurchase Shares pursuant to written tenders by Shareholders. It is expected that the Adviser will normally recommend to the Board that the Fund conduct an offer to repurchase shares on a quarterly basis as of the end of each calendar quarter, so that each repurchase would occur as of each March 31, June 30, September 30 and December 31 of every year, although the Adviser may not recommend, and the Board may not authorize, a repurchase offer for any quarter in which the Adviser believes that it would be detrimental to the Fund for liquidity or other reasons. It is also expected that the Adviser will recommend to the Board that any such tender offer would be for an amount that is not more than 5% of the Fund’s net asset value. There can be no assurance that the Board will accept the Adviser’s recommendation.
On March 22, 2017, the Fund offered to repurchase up to 5% of the respective aggregate June 30, 2017 net assets of the Class A and Class M2 Shares. Shareholders who validly tender by the offer expiration date of April 16, 2017, have the right to withdraw their tender by June 25, 2017.
14
Pomona Investment Fund
Notes to Financial Statements
March 31, 2017 (continued)
6. 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 fiscal tax year end. The Fund intends to elect to be a RIC with the filing of its federal income tax return.
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 financial statements. There were no uncertain tax positions as of March 31, 2017 for federal income tax purposes or in Delaware, the Fund’s major state tax jurisdiction.
Because U.S. federal income tax regulations differ from U.S. GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect the applicable tax characterization. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. The tax basis components of distributable earnings differ from the amounts reflected in the Statement of Assets, Liabilities and Shareholders’ Capital due to temporary book/tax differences arising primarily from partnership investments. These amounts will be finalized before filing the Fund’s federal tax return.
For the tax year ended October 31, 2016, permanent differences between book and tax basis are attributable to certain non-deductible expenses for tax purposes and net operating losses. These reclassifications have no effect on total shareholders’ capital or net asset value per share. For the tax year ended October 31, 2016, the following amounts were reclassified:
Paid-in Capital | $ | (336,698 | ) | |
Accumulated net investment loss | 343,881 | |||
Accumulated net realized gain (losses) on investments in Investment Funds | (7,183 | ) |
At March 31, 2017, the federal tax cost of investment securities and unrealized appreciation (depreciation) as of the year-end were as follows:
Gross unrealized appreciation | $ | 9,209,866 | ||
Gross unrealized depreciation | (3,206,784 | ) | ||
Net unrealized appreciation | $ | 6,003,082 | ||
Cost of investments | $ | 58,482,263 |
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.
15
Pomona Investment Fund
Notes to Financial Statements
March 31, 2017 (continued)
6. Federal and Other Taxes (continued)
As of October 31, 2016, the components of accumulated earnings on a tax basis were as follows:
Undistributed ordinary income | $ | — | ||
Undistributed long-term capital gains | 477,925 | |||
Tax accumulated earnings | 477,925 | |||
Accumulated capital and other losses | (1,466,389 | ) | ||
Unrealized appreciation | 5,868,767 | |||
Other differences | — | |||
Distributable net earnings | $ | 4,880,303 |
As of October 31, 2016, the Fund had no capital loss carryforwards.
As of October 31, 2016, the Fund had $1,466,389 of qualified late-year ordinary losses, which are deferred until fiscal year 2017 for tax purposes. 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, 2016 and the period from May 7, 2015 (commencement of operations) to October 31, 2015 was as follows
Distribution paid from: | 2016 | 2015 | ||||||
Ordinary income | $ | — | $ | — | ||||
Long-term capital gains | 366,369 | — | ||||||
Total distributions paid | $ | 366,369 | $ | — |
7. Investment Transactions
Total purchases of investments in Investment Funds for the year ended March 31, 2017 amounted to $18,429,307. Total distribution proceeds from sale, redemption, or other disposition of investments in Investment Funds for the year ended March 31, 2017 amounted to $13,642,704.
8. 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.
9. Commitments
As of March 31, 2017, the Fund had outstanding investment commitments to Investment Funds totaling approximately $10,795,077. Including such outstanding commitments, the Fund has invested and committed approximately 93% of Shareholders’ Capital as of March 31, 2017.
16
Pomona Investment Fund
Notes to Financial Statements
March 31, 2017 (continued)
10. Subsequent Events
Effective April 3, 2017, there were capital contributions to the Fund in the amount of $1,998,625.
On May 9, 2017, the Fund invested $2,272,727 in Gridiron Energy Feeder I, L.P.
As of April 16, 2017, the expiration date for the Fund’s repurchase offer dated March 22, 2017, one shareholder had validly tendered 10,850 shares and met the conditions set forth in the Fund’s repurchase offer. Pursuant to the offer, the tendering shareholder has the right to withdraw this request prior to 11:59 p.m., Eastern Time, on June 25, 2017.
The Fund has evaluated subsequent events through the date the financial statements were issued, and has determined that there were no subsequent events that require disclosure in the financial statements.
17
Pomona Investment Fund
Other Information
March 31, 2017 (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-Q. The Fund’s Form N-Q is 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.
Tax Information
For Federal income tax purposes, the Fund designated long-term capital gain dividends of $366,369 for the year ended October 31, 2016.
Approval of Continuance of Investment Management Agreement
This section describes some factors considered by the Board of Trustees (the “Trustees” or “Board”) of Pomona Investment Fund (the “Fund”) in the Board’s consideration and approval of the continuance of key agreements under which the Fund is managed. The Board is responsible for the oversight of the Fund. As a registered investment company, the Fund is subject to the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules under the 1940 Act that have been adopted by the U.S. Securities and Exchange Commission (the “SEC”). Under the 1940 Act, the Board, including a majority of the Trustees who are not parties to the Fund’s contract for investment advisory services and who are independent from management under a statutory standard set forth in that Act (the “Independent Trustees”), must, to allow an investment adviser to manage the Fund, approve the Fund’s agreement for investment advisory services for an initial term of not greater than two years, and thereafter must annually review and approve the agreement. For the Fund, this agreement is called the Investment Management Agreement (the “Advisory Agreement”) and it appoints Pomona Management LLC (the “Adviser”) to serve as investment adviser.
At a meeting held on February 22, 2017 (the “Meeting”), the Board, including all of the Independent Trustees, met in person, joined by, among others, representatives of the Adviser and counsel to the Fund and Adviser (“Fund Counsel”), to give consideration to information provided by the Adviser in seeking approval from the Board of the continuance of the Advisory Agreement. A description of certain of the factors the Board considered and its conclusions in approving the continuance of the Advisory Agreement for a one-year period (the “Renewal Period”) follows.
In preparation for the Meeting, the Board was presented with information to assist in its deliberations. Those materials included information prepared by the Adviser comparing the Fund’s total contractual advisory fees, fees for administrative services, and total expense ratio, both gross and net of expense limitations, with those of peer funds with comparable investment and structural features selected by the Adviser (the “Selected Peer Group”). The materials also included information about the Adviser, information about the merits of private equity investments, a copy of the Advisory Agreement, and a copy of the Adviser’s Form ADV filed with the SEC. The Trustees also received a memorandum from Fund Counsel describing the Board’s responsibilities with respect to the approval of the Advisory Agreement.
In connection with the Meeting, the Board also reviewed information provided by the Adviser or others concerning the following:
● | the key terms of the Advisory Agreement, including the fees payable under the agreement; |
● | the nature and extent of the services provided by the Adviser, including information about the investment objective, policies and strategies applicable to the Fund and the Adviser’s experience and capabilities in private equity investing; |
● | the Adviser’s experience and capabilities in managing a fund that invests primarily in secondary investments in private equity funds; |
● | the Adviser’s experience and capabilities in managing a fund that provides private equity exposure that is differentiated by type of private equity opportunity and geography; |
18
Pomona Investment Fund
Other Information
March 31, 2017 (unaudited) (continued)
● | the investment performance of the Fund and other accounts that are managed by the Adviser; |
● | the current organization and personnel of the Adviser, including background information and their experience in private equity investing; |
● | a copy and a summary of the key terms of the Administration Agreement between the Fund and the Adviser (in its role as Administrator under the Administration Agreement), including the fees payable under the Administration Agreement and indemnification provisions in favor of the Adviser; and |
● | a copy of the Distribution Agreement between the Fund and Voya Investments Distributor, LLC (the “Distributor”) and a description of the manner in which the Fund’s shares are distributed by its principal underwriter, and the payment by certain share classes of the Fund of a distribution and shareholder servicing fee to the Distributor. |
Nature, Extent and Quality of Services Provided Under the Advisory Agreement
In addition to the items described above, the Board considered and reviewed information concerning (1) the services provided under the Advisory Agreement; (2) the nature and quality of services provided to the Fund by the Adviser; (3) the risk and reward characteristics of the Fund based on the Adviser’s strategies and management; (4) the access that the Fund provides to eligible investors to private equity investments that otherwise can be difficult to access; and (5) the value of making available in a registered fund strategies similar to those that the Adviser provides to privately offered funds.
Based upon its review, the Board concluded that Adviser’s continued management likely would benefit the Fund and its shareholders.
Fee Rates and Profitability
The Board reviewed and considered the contractual fee for advisory services, as well as the contractual fee for administrative services, payable by the Fund to the Adviser. The Trustees also reviewed the comparative fee information from the analysis prepared by the Adviser. The Trustees noted the difficulty in identifying relevant comparative fee information due to the Fund’s unique structure and investment strategies and the limited universe of similar funds. The Board further noted that there are no known research firms that provide research coverage for unlisted closed-end funds, generally, or funds that focus on investing in private equity in particular. The Trustees considered the criteria the Adviser had used in selecting the Selected Peer Group and in determining which funds in the Selected Peer Group are relevant for the various comparisons presented by the Adviser.
In considering the fees payable under the Advisory Agreement, the Board considered the pricing structure, including the expense ratio borne by shareholders of the Fund, including that the advisory fee is higher than the advisory fees of relevant funds in the Selected Peer Group, although some of those funds are subject to performance and/or incentive fees that can raise their effective fee levels. The Trustees also took into account the Adviser’s representations regarding the complexity associated with managing the Fund given its strategies and focus on private equity investing, including the emphasis on secondary investments in private equity funds and on private equity exposure that is differentiated by type of private equity opportunity and geography. The Board also considered that the net expense ratio of the Fund is higher than that of relevant funds in the Selected Peer Group. The Trustees took into account: (1) the Adviser’s agreement to subsidize the Fund’s expenses for a period of time through fee waivers, which lower the Fund’s net expenses, and (2) that the Selected Peer Group did not include any funds that focused primarily on secondary investments in underlying private equity funds in a manner similar to the Fund.
The Board also considered the fees charged by the Adviser to private funds under its management with similar investment strategies to those of the Fund, and noted that although the advisory fee for the Fund is higher than the advisory fee charged to the Adviser’s most recent private fund, each of the private funds have performance and/or incentive fees that, depending on performance, may cause a private fund’s effective fees to be higher than its base fee.
The Trustees also reviewed the contractual fee paid under the Administration Agreement, and compared the Fund’s administration fee structure to that of a fund in the Selected Peer Group. The Board considered that the Selected Peer Group fund was subject to a higher administration fee than that of the Fund (though the Selected Peer Group fund’s administration fee has the potential to decrease in the future if the fund’s assets were to grow significantly). The Trustees also noted that the Fund’s estimated “other expenses,” inclusive of the administration fee, is below the “other expenses” of the Selected Peer Group fund.
19
Pomona Investment Fund
Other Information
March 31, 2017 (unaudited) (continued)
With respect to the profits realized by the Adviser, the Board considered the asset levels at which the Adviser expects to begin to attain a profit on managing the Fund, and noted the Adviser does not expect the Fund to be profitable until after the end of the Renewal Period. Based on its review, the Board concluded, in light of the Fund’s investment objective and strategies and the services rendered by the Adviser, that the fee for the Advisory Agreement is reasonable and that the overall expenses borne by the Fund, including the fees paid under the Advisory and Administration Agreements, and the net expenses of the Fund after the expense limits that the Adviser bears are reasonable.
Economies of Scale
While it was noted that the Fund’s advisory and administration fees will not decrease as the Fund’s assets grow because these fees are not subject to fee breakpoints, the Board concluded that the Fund’s advisory and administration fees are appropriate in light of the projected size of the Fund and appropriately reflect the current economic and competitive environment for the Adviser. The Trustees also observed that the Adviser does not expect the Fund to be profitable until after the end of the Renewal Period. The Board further noted that the Adviser projects that the Fund will incur expenses in excess of the current expense limitation agreement until at least September 30, 2018, during which time the Adviser will bear the expenses through a waiver of its management fee. They considered that, subsequent to September 30, 2018, the Adviser projects that the amount of expenses incurred by the Fund may fall below the expense limitation and, as a result, the Adviser could begin to recoup such waived fees. The Trustees observed that they will have the opportunity to periodically re-examine whether the Fund has achieved economies of scale in the future as the Fund grows to determine if and how and how any such economies of scale could be shared with the Fund and its investors.
Performance
The Board concluded on the basis of information derived from a comparison of performance among funds in a peer group with the Fund that the Adviser had achieved investment performance that was competitive relative to comparable funds over longer-term trailing periods, and the Trustees took into consideration the fact that the Adviser focuses on long-term performance results with respect to its management of the Fund and that the Fund may have periods of underperformance when measured on a more short-term basis.
The Board considered the performance of the Fund relative to that of a peer group of funds selected by the Adviser with similar investment strategies and objectives to those of the Fund (the “Performance Peer Group”). The Board noted the difficulty in selecting a peer group for the Fund, based on factors similar to those discussed in the “Fee Rates and Profitability” section above and observed that no third-party research firms have identified relevant peer groups for purposes of comparing the Fund’s performance. The Trustees considered that the Fund’s returns outperformed the median returns of the Performance Peer Group for the periods ended September 30, 2015 and September 30, 2016 and underperformed the median returns for the period ended March 31, 2016 by 0.01%. The Board concluded that the Adviser has the capabilities to generate a satisfactory long-term investment performance in managing the Fund that is appropriate in light of the Fund’s investment objective, policies and strategies.
Other Benefits to the Adviser
The Board also considered other ancillary benefits that have been realized by the Adviser from its relationship with the Fund. The Board noted that the Adviser also serves as Administrator to the Fund and is compensated for those services. The Board also noted that an affiliate of the Adviser serves as Distributor for the Fund and is compensated for those services. The Board did not identify any other ancillary benefits. The Trustees concluded that the other benefits derived by the Adviser and its affiliates from their relationship with the Fund are reasonable and fair and consistent with industry practice and the best interests of the Fund and its shareholders.
Conclusion
Based on consideration of all factors deemed relevant, the Board determined that approval of the continuance of the Advisory Agreement was in the best interests of the Fund. The Board did not identify any single factor or group of factors as all important or controlling, and considered multiple factors.
In voting to approve the continuance of the Advisory Agreement, the Board, including the Independent Trustees, concluded that the terms of the Advisory Agreement are reasonable and fair in light of the services to be rendered for the Fund.
20
Pomona Investment Fund
Fund Management
March 31, 2017 (unaudited)
Independent Trustees
The Independent Trustees of the Fund, their ages, addresses, positions held, lengths of time served, their principal business occupations during the past five years, the number of portfolios in the Fund Complex (defined below) overseen by each Independent Trustee and other directorships, if any, held by the Trustees, are shown below. The Fund Complex includes any open-end and closed-end funds (including all of their portfolios) advised by the Adviser and any registered funds that have an adviser that is an affiliate of the Adviser.
Name, Age and Address | Position(s) Held with Registrant | Length of Time Served* | Principal Occupation(s) During Past 5 Years | Number of Portfolios Overseen in Fund Complex | Other Trusteeships/ Directorships Held Outside the Fund Complex** |
Independent Trustees | |||||
Anthony Bowe (60) | Trustee | January 2015 – Present | Co-Head of The Credit Suisse Private Fund Group (1998 – 2014). | 1 | None |
Richard D’Amore (63) | Trustee | January 2015 – Present | Co-Founder and General Partner of North Bridge Venture Partners (1999 – present). | 1 | Director, Veeco Instruments, Inc. |
Edwin A. Goodman (77) | Trustee | January 2015 – Present | Co-Founder and General Partner of Milestone Venture Partners (1999 – present). | 1 | None |
* | Each Trustee serves an indefinite term, until his or her successor is elected. |
** | This includes any directorships at public companies and registered investment companies held by the Trustee at any time during the past five years. |
21
Pomona Investment Fund
Fund Management
March 31, 2017 (unaudited) (continued)
Interested Trustees
The Interested Trustees of the Fund, their ages, addresses, positions held, length of time served, principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen by each Interested Trustee (as of March 31, 2017) and the other directorships, if any, held by the Interested Trustee, are shown below.
Name, Age and Address | Position(s) Held with Registrant | Length of Time Served* | Principal Occupation(s) During Past 5 Years | Number of Portfolios Overseen in Fund Complex | Other Trusteeships/ Directorships Held Outside the Fund Complex** |
Interested Trustees | |||||
Michael D. Granoff (58) | Trustee, President and Principal Executive Officer | August 2014 – Present | Chief Executive Officer of Pomona Management LLC (1994 – present). | 1 | None |
Michael J. Roland (59) | Trustee | January 2015 – Present | Managing Director and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (April 2012 – Present). Formerly, Chief Compliance Officer, Directed Services LLC and Voya Investments, LLC (March 2011 – December 2013), Executive Vice President and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (January 2007 – April 2012) and, Chief Compliance Officer, Voya Family of Funds (March 2011 – February 2012). | 1 | None |
* | Each Trustee serves an indefinite term, until his or her successor is elected. |
** | This includes any directorships at public companies and registered investment companies held by the Trustee at any time during the past five years. |
22
Pomona Investment Fund
Fund Management
March 31, 2017 (unaudited) (continued)
Officers
The executive officers of the Fund, their ages, addresses, positions held, lengths of time served and principal business occupations during the past five years are shown below.
Name, Age and Address | Position(s) Held with Registrant | Length of Time Served* | Principal Occupation(s) During Past 5 Years |
Officers | |||
Michael D. Granoff (58) | President and Principal Executive Officer | August 2014 – Present | Chief Executive Officer of Pomona Management LLC (1994 – present). |
Joel Kress (44) | Treasurer and Principal Financial Officer | May 2015 – Present | Chief Operating Officer, Pomona Investment Fund (April 2015 – Present); Managing Member, Z to A Ventures, LLC (2013 – March 2015); Partner and Senior Managing Director, ICON Investments (2005 – 2012). |
Frances Janis (58) | Secretary | August 2014 – Present | Senior Partner, Pomona Management LLC (1994 – present). |
Ryan Levitt (35) | Vice President | August 2014 – Present | Partner, Pomona Management LLC (March 2016 – Present); Principal, Pomona Management LLC (March 2014 – February 2016); Vice President, Pomona Management LLC (2010 – March 2014). |
* | Each officer serves an indefinite term, until his or her successor is elected. |
23
Pomona Investment Fund
Privacy Policy
FACTS | WHAT DOES POMONA INVESTMENT FUND (“POMONA”) DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include:
Your name, address, phone number, e-mail address, social security number and your transactions with us. When you are no longer our customer, we may continue to share your information as described in this notice. |
How? | All financial companies need to share personal information to run their everyday business. In the section below, we list the reasons financial companies can share their personal information; the reasons we choose to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Does Pomona share? | Can you limit this sharing? |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes — to offer our products and services to you | No | No |
For joint marketing with other financial companies | No | No |
For our affiliates’ everyday business purposes — information about your transactions and experiences | No | No |
For our affiliates’ everyday business purposes — information about your creditworthiness | No | No |
For non-affiliates to market to you | No | No |
Questions?
Call 1-844-2POMONA or go to pomonainvestmentfund.com.
24
Pomona Investment Fund
Privacy Policy
(continued)
Who We Are | |
Who is providing this notice? | POMONA INVESTMENT FUND (“POMONA”) |
What We Do | |
How does Pomona protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We also maintain physical, electronic and procedural protections in accordance with applicable standards. We restrict access to employees and others for lawful business purposes to assist in providing products or services to you. Employees who violate our privacy policy are subject to disciplinary action. In the unlikely event that any unauthorized person gains access to your personal information, we will contact you as soon as possible, consistent with the needs of law enforcement. |
How does Pomona collect my personal information? | We collect your personal information, for example, when you establish your investment or give us contact information. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only
(1) sharing for affiliates’ everyday business purposes — information about your creditworthiness
(2) affiliates from using your information to market to you
(3) sharing for non-affiliates to market to you
Pomona does not share your personal information.
State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. |
Non-affiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. |
For Other Important Information | |
For helpful information about identity theft, visit the Federal Trade Commission’s (FTC) consumer website at www.ftc.gov/idtheft. |
Questions?
Call 1-844-2POMONA or go to pomonainvestmentfund.com.
25
Name of Portfolio Manager | Title | Length of Time of Service to the Fund | Business Experience During the Past 5 Years |
Frances Janis | Senior Partner | Since Inception | Senior Partner, Pomona Management LLC |
Ryan Levitt | Partner | Since Inception | Partner, Pomona Management LLC (March 2016-Present); Principal, Pomona Management LLC (March 2014-March 2016); Vice President, Pomona Management LLC (March 2010-March 2014) |
Number of Accounts* | Total Assets in Accounts* ($ Million) | |
Registered Investment Companies | - | $- |
Other Pooled Investment Vehicles | 32 | 4,553 |
Other Accounts | 3 | 159 |
* | as of September 30, 2016, the most recent available financial information |
Portfolio Manager | Dollar Range of Fund Shares Beneficially Owned |
Frances Janis | None |
Ryan Levitt | None |
(registrant) | Pomona Investment Fund | |
By (Signature and Title)* | /s/ Michael Granoff | |
Michael Granoff, President & Principal Executive Officer | ||
(Principal Executive Officer) | ||
Date | May 23, 2017 |
By (Signature and Title)* | /s/ Michael Granoff | |
Michael Granoff, President & Principal Executive Officer | ||
(Principal Executive Officer) | ||
Date | May 23, 2017 | |
By (Signature and Title)* | /s/ Joel Kress | |
Joel Kress, Treasurer and Principal Financial Officer | ||
(Principal Financial Officer) | ||
Date | May 23, 2017 |
* | Print the name and title of each signing officer under his or her signature. |