Pomona Capital (“the Advisor” or “Pomona”) is a Delaware limited liability company
founded in 1994 and is an independent manager of private equity and limited partnership
interests in private equity funds which are offered through a variety of investment products
including unregistered funds, co-investment funds, separate accounts and registered funds
(the “Pomona Capital Funds,” “Clients” or “Funds”). The Funds may purchase investments
through both the secondary market or directly from private equity issuers. Currently,
Pomona Capital’s only registered fund is Pomona Investment Fund.
Pomona Capital’s principal place of business is in New York and maintains subsidiaries in
London and Hong Kong. Pomona Capital Asia Limited (“Pomona Asia”) is incorporated
in Hong Kong and provides research services solely to Pomona Capital. Pomona Europe
Advisors Ltd. (“Pomona Europe”) is incorporated in the United Kingdom and authorized
and regulated by the Financial Conduct Authority in the United Kingdom to provide
research services to Pomona. Pomona Capital has raised ~$17.7 billion in capital
commitments across its sponsored-funds and separate accounts since 1994. Pomona
Capital is a registered investment adviser which has been registered since December 5,
2008. Pomona Capital is wholly-owned by Voya Pomona Holdings LLC. Voya Pomona
Holdings LLC is wholly owned by Voya Investment Management Alternative Assets LLC
(“Voya IMAAM”). Voya IMAAM is a wholly owned subsidiary of Voya Investment
Management LLC (“Voya IM LLC”), a registered investment adviser, which in turn is a
wholly owned subsidiary of VIM Holdings LLC, a Delaware limited liability company.
Voya Financial, Inc., (NYSE: VOYA) a publicly traded company, holds a 76% economic
stake in VIM Holdings LLC through its subsidiary Voya Holdings Inc. As of July 25, 2022,
Allianz SE, a stock corporation organized and existing under the laws of the European
Union and the Federal Republic of Germany (“Allianz”), holds an indirect 24% economic
stake in VIM Holdings LLC as a result of a transaction combining Voya IM LLC with the
assets and teams comprising specified transferred strategies formerly managed by Allianz
Global Investors U.S. LLC..
Pomona Capital and/or its affiliates provide financial, investment and portfolio analysis
services as required for the benefit of its Funds and Clients. Pomona Capital’s primary
investment focus is to seek capital appreciation by acquiring, holding and realizing a
diversified portfolio of private investment fund interests (“investment funds”) through
secondary market purchases. Pomona Capital also provides advice with respect to making
“primary market” commitments to new private investment funds that have recently been
formed and participating in other opportunistic transactions that are sponsored by managers
or general partners of private investment funds. The Pomona Capital Funds generally seek
capital appreciation through investments in private investment funds and privately held
portfolio companies, but may also have exposure to or make investments, from time to
time, in publicly traded securities.
Pomona Capital tailors its advisory services to the specific investment objectives and
restrictions of each Pomona Capital Fund pursuant to the investment guidelines and
restrictions set forth in each Pomona Capital Fund’s confidential private placement
memorandum, limited partnership agreement, prospectus, advisory agreements and other
governing documents (collectively, the “Governing Documents”). Investors and
prospective investors of each Pomona Capital Fund should refer to the Governing
Documents of the applicable Pomona Capital Fund for complete information on the
investment objectives and investment restrictions with respect to such Pomona Capital
Fund. There is no assurance that any of the Pomona Capital Funds’ investment objectives
will be achieved.
The
Pomona Capital Funds are offered exclusively to “accredited investors” and/or
“qualified purchasers” as such terms are defined in Regulation D of the Securities Act of
1933, as amended (the “Securities Act”) and in Section 2(a)(51) of the Investment
Company Act of 1940, as amended (the “Company Act”), and, with the exception of
Pomona Investment Fund (“PIF”), Pomona’s sole registered fund, are not required to
register as investment companies under the Company Act in reliance upon certain
exemptions available to private investment funds whose securities are not publicly offered.
Pomona Investment Fund is a closed-end investment management company, registered as
such under the Company Act. A related entity of Pomona Capital generally acts as general
partner of each unregistered Pomona Capital Fund, and Pomona Capital is the investment
manager of each Pomona Capital Fund.
In accordance with common industry practice, one or more of the Pomona Capital Funds’
general partners have, and may in the future, enter into “side letters” or similar agreements
with certain investors pursuant to which the general partner grants the investor specific
rights, benefits, or privileges that are not made available to investors generally.
Pomona Capital has an advisory program whereby it provides investment advice on a non-
discretionary basis to a third-party account with respect to making primary market
commitments to new private investment funds (the “Non-Discretionary Program”). In
October 2019, Pomona Capital began providing portfolio management services on a
discretionary basis to certain discretionary separate account clients (the “Discretionary
Clients”) with respect to making primary market commitments to new private investment
funds on behalf of the Discretionary Clients (the “Primary Program”). With respect to the
Non-Discretionary Program, following each primary investment recommendation made by
Pomona Capital’s Investment Committee, the third-party account then makes an
independent determination, based on discussions and analysis performed internally, as to
whether it will participate in the recommended primary market commitment. With respect
to the Primary Program, Pomona’s Investment Committee determines and commits to
primary market commitments directly on behalf of the Discretionary Clients. A primary
commitment made through the Non-Discretionary Program or Primary Program may
benefit Pomona Capital when seeking to purchase interests for the benefit of a Pomona
Capital Fund in the same underlying fund or other funds sponsored by the same investment
manager in the secondary market. An investment manager may be more likely to approve
the secondary market purchase of an interest in a fund it sponsors by a Pomona Capital
Fund due to a prior or contemporaneous commitment made by a Discretionary Client
through the Primary Program or the third-party account through the Non-Discretionary
Program to a new fund sponsored by the same investment manager. While Pomona Capital
endeavors at all times to recommend and commit to high quality investments with respect
to the Non-Discretionary Program and the Primary Program, such situations may create a
potential conflict of interest with respect to such recommendations and commitments
because of the potential benefit to a Pomona Capital Fund in the secondary market with
respect to access to such investment manager’s funds.
Pomona Capital does not participate in or advise any wrap fee programs.
Pomona Capital manages the majority of the assets of the Pomona Capital Funds on a
discretionary basis in accordance with the terms and conditions of each Pomona Capital
Fund’s Governing Documents. Pomona Capital managed regulatory assets of
approximately $13.1 billion on a discretionary basis as of September 30, 2023 (which is
the most recent data available that can be used for this calculation).