Pomona Investment Fund: Tender Requests Hit 6.7% of Net Assets

What the fund is, and who stands behind it

Pomona Investment Fund is “registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company.” It started on May 7, 2015, sells Class A shares (up to a 3.00% load) and Class I shares, and invests mostly in secondary interests in existing private equity funds, plus some primary commitments and a few direct stakes. It is not an interval fund: no rule makes it offer to buy shares back. The tender filings say so plainly: “the Fund is not required to conduct tender offers.” Its adviser “expects that it will recommend to the Board that the Fund purchase Shares from Shareholders quarterly.”

The adviser, Pomona Management LLC, “is an indirect, wholly-owned subsidiary of Voya Financial, Inc.” The prospectus puts Pomona's regulatory assets under management at $15.2 billion at September 30, 2025. Michael D. Granoff, President and Principal Executive Officer of the fund, signs the filings. The fund is open to “eligible investors” whose qualifications “are set out in the application form”, with a $25,000 minimum initial investment that may be reduced for some investors. Purchases are accepted as of the first business day of each month.

Five tender results: requests rose every quarter

For each tender the fund files a Schedule TO-I when the offer opens and a final amendment that reports the result. The table is built from the final amendments. First stated is the dollar amount the fund said it would purchase when the offer opened; tendered is what holders asked to sell and the fund accepted. Net assets at the previous quarter-end come from the annual report (March 31, 2025) and Form N-PORT.

All percentages in the last three columns are our arithmetic from the filings. The first offer's final amendment gives the amount adjusted at the valuation date ($97.0 million) and NAV per share ($15.57 for Class A, $16.64 for Class I) but not the amount tendered. Three things stand out.

The stated size is a quarter-end rule, not a limit. Each first-stated amount equals 5% of net assets at the previous quarter-end: $95.02 million for 5% of $1,900.3 million at March 31, 2025, then $97.05 million, $96.98 million and $93.32 million (our arithmetic, matching the filings to the dollar). In the last two offers holders tendered more than that, and the amendments say the fund accepted 100%. The offer document says it may accept “additional Shares permitted to be accepted pursuant to Rule 13e-4(f)(1)” in “an amount up to an additional 2% of the total net assets of the Fund without constituting an increase in the repurchase offer.” At December 31, 2025 net assets, 7% is $130.7 million, so $124.4 million used up 95% of the 5% plus 2% room (our arithmetic).

The wait is long. The June 30, 2026 offer closed April 17, 2026 and was paid July 24, 2026, 98 days later (our arithmetic). The final amendments came 53, 80, 65, 76 and 84 days after the valuation date. Two of the amendments carry a deadline that does not match the offer. For the offer priced December 31, 2025 the amendment says October 20, 2025 and the Schedule TO-I says October 21, 2025. For the offer priced March 31, 2026 the amendment also says October 20, 2025, a date before that offer opened on December 19, 2025, while its Schedule TO-I says January 21, 2026. We take the Schedule TO-I dates as correct.

The fund pays everything it accepts, in cash or a note. The offer says payment is “cash or a non-interest-bearing, uncertificated promissory note” for 100% of unaudited NAV, “within 75 days after the Valuation Date.”

The offer open now: 3%, and what a request could meet

Two offers are in the filings. The one filed June 22, 2026 was for up to 5% of net assets, expired July 21, 2026 and is priced at NAV on September 30, 2026. Its result is not on EDGAR as of October 14, 2026, and on the record above it would be filed 53 to 84 days after pricing. The one filed September 22, 2026 is the one a holder can still tender into.

The offer now open is for up to 3% of net assets, down from 5% in the three offers before it. The filing gives no reason. Counting from the deadline, a holder who tenders by October 21, 2026 is priced 71 days later and paid up to 75 days after that, so cash can arrive as late as March 16, 2027, 146 days after the deadline (our arithmetic). Over that time the price can move: the offer says the value of the shares “will likely change between the most recent time the net asset value was calculated and communicated to them and the Valuation Date.”

If requests exceed the size, the offer lists the fund's options: accept the extra 2%, extend and increase the offer, or “accept Shares tendered on or before the Expiration Date for payment on a pro rata basis.” The prospectus says an oversubscribed offer is filled pro rata. Here is the arithmetic of a repeat of last time, as an illustration:

That is not a forecast: the offer prices at December 31, 2026 net assets, which will be lower if redemptions continue, and requests may fall back or the fund may extend and enlarge the offer. The board decides each quarter. The fund also set a repurchase threshold as a backstop: if the fund does not repurchase either all tendered shares in one quarter or at least 12% of average shares over four quarters, or if more than 50% of shares are tendered in one offer, the board calls a shareholder meeting on whether to liquidate the fund. Every offer in the table was accepted in full, so the first condition looks met (our reading).

Money out, money in: the fund has been shrinking for a year

From Form N-PORT. The redemption figures are close to the tenders ($71.4 million and $104.9 million; $82.8 million against $83.4 million tendered; $124.3 million against $124.4 million), and we show what each filing says. The annual report adds the year: in the year to March 31, 2026 the fund received $115.1 million for new shares ($4.6 million in Class A, $110.5 million in Class I) and repurchased $311.5 million, 19,515,769 shares in four offers. The year before it sold $413.8 million and repurchased $131.9 million (our arithmetic). Net assets fell from $1,900.3 million to $1,748.8 million over the fiscal year (audited). After April 1, 2026 the fund reports subscriptions of only $86,330 for Class A and $11.1 million for Class I, through the date the report was issued.

Class A shares fell 16.4% between January 31 and July 31, 2026 and Class I shares 7.0% (our arithmetic). Class A is 38.3% of net assets at March 31, 2026 but 48.7% of the year's repurchases ($151.6 million of $311.5 million), and it took in $4.6 million of new money in the year against $165.5 million the year before (our arithmetic). The filings do not say why.

NAV per share by class

Net asset value is struck at the end of each quarter, with monthly estimates quoted in the offer documents. The table mixes audited, unaudited and estimated figures, and the label says which.

NAV peaked at $15.90 (Class A) on October 31, 2025. The $0.43 a share distribution paid in December 2025 explains part of the fall to $15.52 on January 31; the rest of the drop to $15.06 at March 31 came with a March 2026 monthly return of -2.38% in the first of the two return series in the fund's Form N-PORT (the filing does not label the series by class). The annual report notes that year-end NAVs “include adjustments made in accordance with U.S. generally accepted accounting principles” and “may differ from returns based on net asset values calculated for shareholder transactions during the year.” June 2026 was another down month (-1.34% in the same series), and the July estimate of $15.40 is 2.3% below the October 2025 peak (our arithmetic).

What the fund holds

At March 31, 2026 the annual report shows how the portfolio is built, as a share of net assets.

Total investments exceed 100% because liabilities exceeded other assets by $93.6 million, with a $104.9 million payable for shares repurchased among them. The report counts “339 underlying private equity funds, representing relationships with 155 managers and exposure to approximately 2,300 portfolio companies,” and says the fund committed about $221 million in the year: 21 secondaries and three primaries. Every private equity holding is valued with the manager's reported NAV as a “practical expedient”, so none sits in the fair value hierarchy ($1.734 billion).

The Form N-PORT for June 30, 2026 lists 363 private fund lines worth 97.4% of net assets. The largest holdings (our script over the filing, saved in the sources):

The top ten were 22.94% of net assets a year earlier. Money market funds were $123.5 million (7.41%), and 23.0% of the private fund value sits in funds domiciled outside the United States. The fund does not publish the vintage year of the funds it owns; the schedule gives the date each position was bought. By that date, 76.8% of the schedule's fair value was bought in 2022 to 2025: 19.08% in 2022, 14.46% in 2023, 26.67% in 2024 and 16.63% in 2025 (our script over the annual report's schedule, our arithmetic for the sum). Geography is 75.9% North America at March 31, 2026 by that schedule.

Cash, the credit line and $328 million still to fund

The fund can meet requests from cash, from borrowing or from distributions by the funds it owns. It says it will use cash on hand. Its revolving credit agreement with Barclays Bank PLC was raised from $175 million to $200 million on March 12, 2026 and runs to March 12, 2031. The annual report says it had “no outstanding borrowings” at March 31, 2026, and Form N-PORT shows zero bank borrowings at June 30, 2026. Commitment fees were $1.5 million in the year and the unused-line fee rose to 0.95%. The offer warns that “the Fund may, in its sole discretion, seek to borrow money to fund all or a portion of any repurchase.”

Against that stands the other side of the balance sheet. At March 31, 2026 the fund had “outstanding investment commitments to Private Equity Investments totaling $327,962,266”, or 18.8% of net assets (our arithmetic), and a $104.9 million payable for repurchased shares. Its liquid resources were $108.0 million in money market funds plus the $200 million line, $308.0 million together (our arithmetic), 94% of the unfunded commitments. Capital calls arrive over years and tenders every quarter, and both draw on the same cash. At June 30, 2026 the money market holding was $123.5 million against $140.3 million of total liabilities.

What it costs

The July 2026 prospectus fee table, in percent of net assets:

The management fee is 0.4125% a quarter “of the Fund’s quarter-end NAV (before any repurchases of Shares)”, so the fund pays it on shares it is about to buy back. The acquired fund fees are what the underlying funds charge. The prospectus says those funds generally charge “approximately 20% of net profits” as carried interest, and that the figure does not include performance-based fees or carried interest. The sales load falls with size: 3.0% under $100,000, 2.0% from $100,000, 1.5% from $250,000, 1.0% from $1 million and none from $5 million. An expense cap of 0.50% a year covers ordinary operating expenses outside a list of “Specified Expenses”, extended through September 30, 2027.

In dollars, for the year to March 31, 2026: management fees $32.5 million, distribution and servicing fees $4.3 million, total expenses $48.6 million against $22.5 million of total income, a net investment loss of $26.1 million (our arithmetic from the statements). The expense ratio before the underlying funds' fees was 2.88% for Class A and 2.32% for Class I. The trustees, reviewing the advisory agreement, noted “the advisory fee is higher than the median advisory fee of relevant funds in the Selected Peer Group” and that the fund's net expense ratio “is lower than the median net expense ratio, but within the range.”

Performance and distributions

Class A returned 2.45% in the year to March 31, 2026, Class I 3.03%, against 19.39% for the MSCI World Index (a 16.9 point gap in Class A's case, our arithmetic). Over three years Class A annualized 6.59% against 17.29% for the index, and over ten years 12.64% against 12.36%. Since May 7, 2015 Class A is up 237.86% in total against 205.49%. An equity index is not a like-for-like benchmark for a private equity secondaries fund, and the fund's own report cautions that the index “has not been selected to represent an appropriate benchmark.”

Distributions come once a year, from realized gains: $0.43 a share in the year to March 31, 2026, $0.77, $0.61, $0.55 and $1.94 in the four years before. Total distributions were $51.3 million in fiscal 2026 and $86.1 million in fiscal 2025. Of the $51.3 million, $39.7 million, 77.5%, was reinvested (our arithmetic; $17.9 million in Class A and $21.9 million in Class I), the December 2025 reinvestment visible in Form N-PORT. Realized gains of $151.5 million on investments covered the net investment loss and the payout, while net unrealized appreciation fell $62.0 million.

Valuation and liquidity in the adviser's own words

Three disclosures bear on a holder's exit. First, how NAV is built. The prospectus says the valuation of the Investment Funds “reflects a combination of capital statements received directly from Investment Managers, actual cash flows” plus “market adjustment factors,” and that the manager valuing a fund “may face elements of judgment” and a conflict of interest. Second, later changes: valuations “may be subject to later adjustment or revision”, and “the adjustment or revision may not affect the amount of the repurchase proceeds of the Fund received by Shareholders who had their Shares repurchased prior to such adjustments.” A seller is paid on the value at the time; a later correction goes to the shareholders who remain, or against them. Third, the fund “reserves the right to withhold up to 10% of the estimated payment until after the completion of the annual audit”, a wait of up to about 14 months, though it “does not currently intend to withhold any amount.”

On liquidity the prospectus says there is “no minimum amount of Shares that must be repurchased” and that “the Fund has no obligation to repurchase Shares at any time.” The adviser expects to recommend offers “four times each year”, of not more than 5% of NAV, “subject to the Board’s discretion”, and warns that holders who stay face “increased risks”: higher costs per share if assets fall, since some expenses are fixed.

Voya, the adviser's parent: ownership and a June 2026 application

Voya Financial controls the adviser, and Voya's investment arm is a holder. Voya Investment Management LLC held 6,123,926.06 Class A shares on July 31, 2026, 15.22% of the class and 5.87% of the fund, against 5,955,295.81 shares and 11.69% of the class a year earlier. Its share count rose 2.8% while the class shrank, so its percentage rose (our arithmetic: at the estimated $15.40 the position is about $94.3 million). The annual report values the shares of all “Affiliated Shareholders” at $105.7 million at March 31, 2026.

On June 3, 2026 the fund filed a Form 40-APP with the SEC asking for an order that would let it co-invest alongside Pomona's private funds and two Voya insurance companies, Voya Retirement Insurance and Annuity Company and Reliastar Life Insurance Company. It is an application, not an order; we found no order on EDGAR as of October 14, 2026. It does not change the fund's terms.

What a holder can do with this

• If you want to sell in the current offer: the deadline is 11:59 p.m. Eastern on October 21, 2026, through your broker or adviser or the transfer agent's letter of transmittal. You can withdraw until the valuation date, December 31, 2026. The price is that day's NAV, unknown until then.
• If you want to size a request: if the last result repeats, requests would be about 1.5 times what 3% plus the extra 2% buys, and the fund could prorate or enlarge the offer (our arithmetic). Ask your adviser what a partial fill means for your plan, and that the unfilled part does not carry over to the next offer.
• If you are weighing a purchase: a share bought now is sold back at NAV only if a later offer is made and has room. Add the load, the 2% fee in the first year and the up to 3.99% annual cost.
• If you hold Class A: the class pays a 0.55% distribution and servicing fee and has fewer than 41 million shares left, down from 51 million 13 months earlier. The fund allows exchanges between classes if the investor meets the minimum for the new class.
• Watch: the result of the offer priced September 30, 2026, due as a final amendment on EDGAR; the offer open until October 21, 2026; and the next Form N-PORT, which shows net assets at September 30, 2026.

For the other funds that sell private equity secondaries to individuals, with their fees, tender records and minimums side by side, see our private equity secondaries funds for individuals. Longer tender histories exist for AMG Pantheon, Hamilton Lane Private Assets and StepStone Private Markets, and the mechanics are in our tender-offer fund explainer and evergreen fund guide.

FAQ

All figures are from Pomona Investment Fund's SEC filings (CIK 1616203) read on EDGAR on October 14, 2026: the Schedules TO-I of December 19, 2025, March 20, June 22 and September 22, 2026 and their offers to purchase (accessions 0001398344-25-022683, 0001398344-26-005454, 0001398344-26-011079, 0001398344-26-017259), five final amendments (0001398344-25-016361, 0001398344-25-022717, 0001398344-26-004601, 0001398344-26-010821, 0001398344-26-017258), the annual report to March 31, 2026 (Form N-CSR, 0001398344-26-010628), the semiannual report to September 30, 2025 (0001398344-25-021816), five Form N-PORT filings for June 2025 to June 2026 (latest 0001616203-26-000015), the July 29, 2026 prospectus (0001104659-26-088096) and the June 3, 2026 exemptive application (0001104659-26-070134). Percentages and sums marked as our arithmetic are our calculations; holdings and acquisition-year figures come from scripts we saved over the filings. The Schedule TO-I of September 22, 2025 offer (0001398344-25-018376) supplied the June 30, 2025 share count. This is analysis of public documents, not investment, legal or tax advice.