Pomona Investment Fund Launches Share Repurchase Offer

The fund offers to buy back up to 5% of its net assets as part of quarterly repurchase plan.

September 23, 2025

Pomona Investment Fund is moving forward with a new repurchase program, giving investors the opportunity to tender their Class A and Class I shares through October 21, 2025.

The offer covers up to 5% of the fund’s net assets and is part of its recurring approach to providing liquidity to shareholders in a closed-end structure.

Once the offer closes, accepted shares will be valued at their net asset value (NAV) as of December 31, 2025. Payment will be made either in cash or via a non-interest-bearing promissory note, depending on the shareholder’s preference and processing timelines.

How it Works

Investors who want to participate will need to submit a Letter of Transmittal and receive confirmation that their request is in good order. If accepted, the fund will follow up with a second confirmation before issuing payment.

All accepted shares are treated the same—whether held by outside investors, officers, trustees, or affiliates. There are no preferential terms based on insider status.

The fund is managed by Pomona Management LLC, an affiliate of Voya Financial, and operates as a non-diversified, closed-end investment company. Shares are not publicly traded, which makes tender offers like this one an important option for investors who want periodic liquidity.

What Happens if Liquidity Falls Short

Pomona has also outlined a set of conditions tied to longer-term liquidity. If the fund fails to:

• Repurchase at least 12% of the average outstanding shares (excluding those subject to a redemption penalty) over any four-quarter period, or


• Fulfill a repurchase request in which more than 50% of the fund’s shares are tendered,

then a shareholder vote on liquidation will be triggered. This framework ensures that the fund continues to meet a baseline of shareholder redemptions over time, or face a decision on winding down operations.

Who Holds What

The filing includes a breakdown of current insider ownership. Voya Investment Management LLC holds the largest internal position, accounting for just over 12% of the fund’s shares across both classes. Pomona Management LLC and members of the board also hold shares, though at much smaller levels. Everyone participating in the repurchase offer will receive the same terms.

No third parties have been brought in to market or facilitate the offer. Communication will come directly from the fund, and all instructions are laid out in the tender documents.

Next Steps for Shareholders

Funding for this repurchase will come from existing cash and liquid assets—no financing or asset sales are planned to support the offer. Historical financials, previously filed with the SEC, are available for reference. Pomona will also provide updated audited financials within 60 days after the valuation date to keep shareholders informed.

For investors looking to adjust their position in Pomona Investment Fund, this tender offer is a structured opportunity to do so on known terms and a clear timeline.