Pomona Backs Its Private Equity Fund With a $1.5 Billion Offering as Net Assets Slip

The fund also carries a new classification under the Investment Company Act, one it cannot reverse without a shareholder vote.

August 25, 2026

Pomona Investment Fund is back in front of advisers with capacity for up to $1.5 billion in new shares, sold continuously at monthly net asset value across a retail class that carries a sales load and a no-load institutional class. The pitch arrives after a fiscal year in which the private equity fund of funds finished smaller than it started.

The fund has been open to investors for more than a decade, having commenced operations in May 2015 with $50 million of seed capital from an affiliate of its adviser, Pomona Management. At the close of its fiscal year on March 31, 2026, Class A net assets stood at $669.7 million, down from $799.8 million a year earlier, while Class I net assets slipped to $1.079 billion from $1.101 billion. Class A shares returned 2.45% for the year and Class I 3.03%, against 5.74% and 6.33% the year before and double-digit gains in fiscal 2024.

Two other lines in the ten-year record stand out. Portfolio turnover registered 5.00% after three consecutive fiscal years at zero, and the fund closed each of the last two fiscal years with no borrowings outstanding, having carried $93.2 million against its Barclays revolver at the end of fiscal 2024. That facility runs through a wholly owned Delaware subsidiary, Pomona Investment Fund LLC, whose private equity interests are pledged as collateral.

A classification the board cannot undo alone

The more consequential structural item sits in the statement of additional information. The fund was previously registered as a non-diversified closed-end company. Following current SEC staff positions, its classification has changed to diversified, and it cannot revert without shareholder approval. The practical effect is a constraint on position sizing that management can no longer relax on its own initiative. The adviser separately states that it typically aims to keep any single underlying fund below 10% of assets, measured at the time of investment.

The cost of admission

The fee stack is the part advisers will spend the most time on. Class A shares carry a front-end load of up to 3.0%, stepping down through breakpoints to zero at $5 million and above, with a long list of discretionary waivers covering fiduciary accounts, fee-based advisory relationships and wrap programs. Class I shares carry no load. Minimum initial investment is $25,000 in either class, with $10,000 additional increments, and the fund reserves the right to buy out accounts that fall below $10,000.

The recurring charges layer up:

• a management fee of 1.65% annualized, billed quarterly at 0.4125% of quarter-end net asset value;
• a further 0.25% annualized administration fee, paid to Pomona, which serves as its own administrator, with Colmore as sub-administrator under a separate arrangement carrying a minimum annual fee and uncapped expense reimbursement;
• a 0.55% distribution and servicing fee on Class A, paid to Voya Investments Distributor.

All in, total annual operating expenses come to 3.99% for Class A and 3.44% for Class I, including 1.12% in acquired fund fees and expenses. There is no incentive fee at the fund level, but the underlying funds generally charge management fees of 1.00% to 2.00% and roughly 20% carried interest, and the acquired fund figure excludes performance fees calculated solely on realizations, so the disclosed total understates what shareholders bear in a strong year.

The adviser’s expense limitation agreement runs through September 30, 2027 and caps ordinary operating expenses at 0.50% annualized, but its exclusion list is long. The management fee, all underlying fund fees and expenses, transaction costs, interest, credit facility costs, the administration fee, the distribution and servicing fee, taxes and extraordinary items all sit outside the cap. The financial highlights record a waiver of 0.00% in each of the last five fiscal years, and anything the adviser does waive is recoupable for three years.

Liquidity stays discretionary

Shareholders have no redemption right. The adviser is expected to recommend quarterly tender offers of no more than 5% of net asset value, but the board may decline to authorize an offer in any quarter, and oversubscribed offers may be filled pro rata. A 2% early repurchase fee applies inside the first year, waived for death or disability, discretionary asset allocation and wrap programs, and automatic rebalancing. The management fee for the quarter is deducted before repurchases are effected, so tendering shareholders pay it on the way out. The fund also reserves the right to hold back up to 10% of a repurchase payment until its annual audit is complete, which could stretch a second installment out roughly 14 months, though it says it does not currently intend to do so.

Those terms track the underlying illiquidity. The fund’s positions in underlying funds carry lengthy lock-ups, and disposing of them early generally means a secondary sale at a discount to net asset value, assuming a buyer is available and the underlying manager consents.

A secondaries-first book

At least 80% of assets, plus borrowings, are committed to private equity, allocated against these target ranges:

• secondaries, including early secondaries, 50% to 100%;
• primaries, zero to 40%; direct investments, zero to 20%;
• buyout, 50% to 80%; North America, 60% to 100%.

For liquidity and capital call management the fund holds short- and medium-term fixed income and cash, and it may use index-related instruments, exchange-traded funds and listed private equity vehicles as public market proxies, with equity options for hedging. Regulated investment company status keeps shareholder reporting on Form 1099 rather than partnership schedules, a structural selling point against unregistered fund-of-funds alternatives.

Adviser and officers

Pomona Management is an indirect wholly owned subsidiary of Voya Financial. The firm reports a team of more than 55 professionals as of July 29, 2026 managing a private equity program of roughly $21 billion in committed capital for more than 350 investors, with regulatory assets under management of $15.2 billion as of September 30, 2025. Its programs hold interests in more than 750 investment funds and over 10,000 operating companies, run from New York with offices in London and Hong Kong.

The officer roster has turned over at the finance and governance seats. Michael Granoff, Pomona’s chief executive, remains president and principal executive officer. John Stephens, the adviser’s chief financial officer since 2018 and the fund’s secretary from 2022 to 2026, became treasurer and principal financial officer in August 2026. Elaine Hsu, previously the adviser’s controller and now a principal and director of accounting, became secretary the same month. Ernst & Young remains the fund’s auditor, and the fund estimates roughly $759,934 in offering expenses tied to the continuous offering, which reduce net asset value as they are paid.