Supplemental Prospectus (Form 424B3)

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SUMMARY OF TERMS

THE FUND

Pomona Investment Fund (the "Fund") is a non-diversified, closed-end management investment company that seeks to provide eligible investors with targeted exposure to private equity investments. The Fund's investment adviser is Pomona Management LLC (the "Adviser" or "Pomona"). The Fund seeks to provide access to investments that are generally unavailable to the investing public due to investor suitability restrictions, resource and operational requirements, and higher investment minimums. Accordingly, the Fund has been structured with the intent of providing exposure and streamlining access to private equity investing. Through the Fund, eligible investors can gain exposure to the potential rewards of private equity investments through a registered fund that is structured to facilitate investing in this asset class without being required to, for example, manage the funding of capital calls on short notice, meet large minimum commitment amounts, or receive complex tax reporting on Internal Revenue Service ("IRS") Form 1065, Schedule K-1s. Through the Fund, investors have access to private equity investments, including secondary and primary investments (as defined more fully below) in private equity and other private asset funds ("Investment Funds") that may otherwise restrict the number and type of persons whose money will be accepted for investment. These Investment Funds are unaffiliated with, and not related to, the Fund or the Adviser. Investing in the Fund also permits eligible individual and institutional investors ("Shareholders") to invest in Investment Funds without being subject to the high minimum investment requirements imposed on investors in such Investment Funds, which the Adviser believes typically range between $5 million and $20 million. In addition, because the Fund intends to qualify as a "regulated investment company" ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), it is expected to have certain attributes that are not generally found in traditional unregistered private equity fund of funds. These include providing simpler tax reports to Shareholders on Form 1099 and the avoidance of unrelated business taxable income for benefit plan investors and other investors that are exempt from payments of U.S. federal income tax. The Fund commenced operations on May 7, 2015. An affiliate of Pomona provided the initial capitalization of $50 million to the Fund prior to commencement of operations.

INVESTMENT OBJECTIVE	The Fund's investment objective is to seek long-term capital appreciation.
INVESTMENT PROGRAM	The Fund seeks long-term capital appreciation by investing primarily in private equity investments. The Fund invests principally in secondary investments in Investment Funds and, to a lesser degree, in primary investments in Investment Funds. The Fund may also invest in direct investments in operating companies. Under normal market conditions, at least 80% of its assets, plus any borrowings for investment purposes, are committed to these types of private equity investments. To the extent the Fund makes direct investments in operating companies, such investments are expected to be principally in privately-held operating companies, although the Fund may make direct investments in publicly-held operating companies from time to time. Each underlying Investment Fund is, or will be, managed by the general partner or managing member (or a person or entity performing a similar role) of the Investment Fund (such general partner, managing member, or other person/entity in respect of any Investment Fund being hereinafter referred to as the "Investment Manager" of such Investment Fund) under the direction of the portfolio managers or investment teams selected by the Investment Manager. By focusing a substantial portion of the Fund's investment program on secondary interests and early secondary investments, the Fund will seek to mitigate the impact of "J-curve" performance (as described below) on the Fund's returns, which typically impacts primary investments more so than secondary investments and early secondary investments, potentially increasing interim returns and cash flow. Secondary investments and, to a lesser extent, early secondary investments may also mitigate return volatility by increasing the breadth of investments in the Fund's portfolio, with corresponding broad-based exposure to existing, rather than blind pool, investments. In pursuing the Fund's investment objective, the Adviser will seek to invest in Investment Funds and direct investments representing a broad spectrum of types of private equity opportunities (e.g., buyout, growth capital, special situations, credit, venture capital, private infrastructure, real estate, real assets and/or other private assets) and vintage years (i.e., the year in which an Investment Fund begins investing). The Fund's investment program is intended to achieve broader investment exposure and more efficient capital deployment than most eligible investors could achieve by making a limited number of primary investments in Investment Funds alone. The Fund will seek to avoid concentration in any particular industry sector. To maintain liquidity and to meet Investment Fund capital calls, the Fund may invest in short- and medium-term fixed income securities and may hold cash and cash equivalents. The Fund may also invest in private investment funds and other securities that seek to replicate the returns of a theoretical investment in a diversified portfolio of private equity investments. Specifically, Index-Related Investments seek to replicate the performance of a diversified portfolio of private equity investments by investing in a portfolio of publicly traded assets, which may include equities, options, exchange-traded funds ("ETFs") and futures. The Fund may use derivative instruments, primarily equity options, for hedging purposes in connection with its investments in one or more Index-Related Investments.

	The Fund may enter into foreign currency forward contracts to manage foreign exchange rate risk. These contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date may be entered into as a hedge against either specific transactions or portfolio positions. The objective of the Fund's foreign currency hedging transactions is to reduce the risk that the U.S. Dollar value of the Fund's foreign currency denominated investments will decline due to changes in foreign currency exchange rates. In addition to the foregoing, the Fund may utilize a revolving credit facility to satisfy repurchase requests from Shareholders, to meet capital calls, and to otherwise provide the Fund with temporary liquidity. Finally, the Fund may, to a lesser extent, invest in ETFs designed to track equity indices and listed private equity vehicles, such as business development companies and publicly traded private equity firms ("Listed Private Equity").
THE ADVISER	Founded more than 30 years ago, the Adviser is a global, value-oriented private equity firm specializing in investing across the private equity spectrum. The Adviser aims to generate attractive investment returns by following a consistent disciplined strategy, focusing relentlessly on quality and investing prudently and patiently, to drive consistent growth and returns over a long period of time, through multiple market cycles. Headquartered in New York City with offices in London and Hong Kong, the Adviser has a team of approximately 55 professionals as of July 1, 2025, that manages a private equity program of approximately $19.7 billion in committed capital, as well as investments made on behalf of discretionary separate accounts and by non-discretionary account clients, for a global group of over 350 sophisticated investors. The Adviser is led by a senior management team that has worked together since 1995 and is one of the pioneers of investing in secondary interests in Investment Funds. The Adviser manages a series of private equity funds that make secondary, primary and direct investments, with interests in over 750 diversified Investment Funds and more than 10,000 operating companies.
PRIVATE EQUITY STRATEGIES	Private equity is an asset class typically consisting of equity securities and debt in operating companies that are not publicly traded on a stock exchange. Private equity consists of investors and funds that typically make investments directly into private companies or conduct buyouts of public companies that typically result in a delisting of public equity. Investment Funds are typically structured as 10-year partnerships, where capital is called and investments are made in years 1-4 and sold in years 5-10. For example, general buyout funds seek to acquire private and public companies, as well as divisions of larger companies, and reposition them for sale at a multiple of invested equity by unlocking value and enhancing opportunities through financial, managerial and/or operational improvements.

Types of private equity investments that the Fund may make include: Secondary Investments. Secondary investments, or "secondaries," refer to investments in existing Investment Funds that are typically acquired in privately negotiated transactions. The private equity secondary market refers to the buying and selling of pre-existing investor commitments to private equity and other alternative investment funds. A seller of a private equity investment sells not only the investments in the fund, but also its remaining unfunded commitments to the fund. When purchasing a secondary, the buyer will agree to purchase an investor's existing limited partnership position in an Investment Fund, typically at a discount to net asset value, and take on existing obligations to fund future capital calls. Secondary transactions are typically purchases of Investment Funds that are three to seven years old, with existing portfolio companies. These types of private equity investments are viewed as more mature investments than primaries and, as a result, the investment returns from these investments may not exhibit, or may exhibit to a lesser degree, the delayed cash flow and return "J-curve" performance (as described below) that is normally associated with primary investments. In addition, secondaries typically have a shorter duration than primary investments, due to the potential for earlier realizations and cash flows from the underlying investments. In contrast, primary investments typically have a longer-term duration, resulting in fewer near-term cash flows than secondaries, but with the potential for higher returns due to the potential for additional growth in underlying investments. Due to the illiquidity of the market for interests in Investment Funds, an investor can sometimes purchase a secondary investment at a discount to an Investment Fund's net asset value. In making secondary investments, the Adviser normally seeks to invest in Investment Funds with: (i) expected near-to-medium term cash flows; (ii) operationally and financially focused Investment Managers; and (iii) a risk profile characterized by limited downside returns with a low risk of loss of capital. However, there can be no assurance that any or all secondary investments made by the Fund will be able to sustain these characteristics or exhibit this pattern of investment returns and risk, and the realization of later gains is dependent upon the performance of each Investment Fund's portfolio companies. The Fund's carrying value of a secondary investment in an Investment Fund may not accurately reflect the amount the Fund could realize upon disposition of the asset and is not expected to reflect the Fund's cost to purchase the asset if it is acquired at a discount to the net asset value reported by the Investment Fund or its Investment Manager.

	A significant portion of the Fund's assets are committed to secondaries, as described below under "Asset Allocation".
	Early Secondary Investments. Early secondary investments, or early secondaries, refer to a capital commitment to a closed-end private equity fund that (i) already committed more than 25% of its available capital as of the Fund's commitment date, (ii) has been open to investors for more than one year, or (iii) receives documented approval from the Adviser's Investment Committee supporting the position that such investment otherwise meets the overall characteristics of an "early secondary" despite not meeting the thresholds in (i) or (ii). As early secondaries are made later in an Investment Fund's lifecycle than typical primaries, like secondaries, these investments may receive earlier distributions and the investment returns from these investments may exhibit to a lesser degree the delayed cash flow and return "J-curve" performance associated with primary investments, while also having, to a lesser extent, the potential for higher returns associated with primaries. In addition, early secondaries may be utilized to gain exposure to Investment Funds and strategies that would otherwise not be available for a primary investment and may enable the Fund to deploy capital more readily with less blind pool risk than investments in typical primaries. Primary Investments. Primary investments, or "primaries," refer to investments in newly established private equity funds, typically sponsored by Investment Managers with an established investment track record. Primary investments are made during a private equity fund's initial fundraising period in the form of capital commitments, which are then called down by the fund and utilized to finance its investments during a predefined period. The Adviser believes that most private equity fund sponsors raise new funds only every four to six years, and funds managed by top-tier private equity firms may be closed to new investors or otherwise not available for primary investments at any given time. Because of the limited windows of opportunity for making primary investments in particular funds, strong relationships with leading fund sponsors are important for accessing Investment Funds sponsored by top performing private equity firms that may have demand beyond the Investment Fund's capacity. There can be no assurances that the Fund will be able to access Investment Funds sponsored by top performing private equity firms.

	Primary investments typically exhibit "J-curve" performance, such that the private equity fund's net asset value typically declines or flattens moderately during the early years of the fund's life as investment-related fees and expenses are incurred before investment gains have been realized. As the private equity fund matures and as portfolio companies are sold, the Adviser believes that the pattern typically reverses with increasing net asset value and distributions. There can be no assurance, however, that any or all primary investments made by the Fund will exhibit this pattern of investment returns. The realization of later gains is dependent on the performance and disposition of the Investment Fund's portfolio companies. The Adviser believes that primary investments are usually 10 years in duration, while underlying investments in portfolio companies generally have a three to seven year duration, if not longer.
	Although the Fund does not currently commit a significant portion of its assets to primaries, in the future the Adviser may commit a range of 0% to 40% of the Fund's assets to primaries, measured at the time of a new investment.
	Direct Investments. Direct investments refer to a direct investment in an operating company by the Fund, as opposed to an investment in an Investment Fund that, in turn, invests in operating companies. The Fund may make a direct investment in an operating company on its own, or as a co-investor alongside other investors, often one or more Investment Funds. Direct investments alongside other investors, referred to as "Co-Investment Opportunities," are sometimes structured so that the lead and co-investors collectively hold a controlling interest in the operating company. In some circumstances, the Fund may lead investments in Co-Investment Opportunities. In direct investments, unlike investments in Investment Funds, the Fund would likely not bear an additional layer of fees for the intermediary Investment Fund, although the Fund may still bear transactional expenses. Although the Fund does not currently commit a significant portion of its assets to direct investments, in the future the Adviser may commit a range of 0% to 20% of the Fund's assets to direct investments, measured at the time of a new investment.

Investment Opportunities. In pursuing the Fund's investment objective, the Adviser will seek to invest in Investment Funds and direct investments representing a broad spectrum of types of private equity investment opportunities, including buyout, growth capital, special situations, credit, venture capital, private infrastructure, real estate, real assets and/or other private assets. Control investments in established, cash flow positive companies are usually classified as buyouts. Buyout investments may focus on companies of any size of capitalization, and such investments collectively represent a substantial majority of the capital deployed in the overall private equity market. Buyout transactions frequently use debt financing, or leverage, particularly in large capitalization transactions. Growth capital typically involves minority investments in established companies with strong growth characteristics and typically does not utilize much, if any, leverage. Companies that receive growth capital investments typically are profitable businesses that need capital for organic (i.e., internally generated and non-acquisitive) and acquisition growth strategies and shareholder liquidity. A special situations investment may include a loan to a borrower, together with equity in the form of warrants, common stock, preferred stock or some other form of equity investment. In addition, special situations investments may include other forms of investment not described herein, such as distressed debt and turnaround investments. The special situations Investment Funds to which the Adviser may allocate the Fund's assets may result in exposure to low grade or unrated debt securities (i.e., "high yield" bonds, which are also known as "junk" bonds). Credit investments may include investments in senior secured bank loans through structured vehicles and other investment products, as well as debt investments that provide a middle level of financing below the senior debt level and above the equity level, also referred to as "mezzanine" debt. The riskiest portion is the equity level, which bears the greatest risk of loss from defaults on the bonds or loans and serves to protect to some degree the other, more senior levels from default. Despite the protection from the equity level, the various levels can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and the disappearance of protecting levels, market anticipation of defaults, as well as aversion to such securities as a class. Investment Funds engaged in making credit investments may invest across the capital structure of structured vehicles and other investment products. Venture capital investments generally focus on emerging companies, often in the technology and healthcare industries. Venture capital funds typically finance companies along the full path of development or focus on certain sub-stages (usually classified as seed, early and late stage) in partnership with other investors. Private infrastructure may include companies and Investment Funds that focus on utilities infrastructure (e.g., conventional and renewable power and transmission, electricity, gas and water networks) and/or transportation infrastructure (e.g., airports, ports, railways and roads). Real estate investments may include single-property real estate opportunities in the United States and abroad and operating companies with significant real estate portfolios. Investments in real assets may provide exposure to real estate, commodities, natural resources (such as agriculture and timber), infrastructure and precious metals. Other private asset investments may include opportunities in other assets. The Adviser may invest the Fund's assets in Investment Funds that engage in investment strategies other than those described in this Prospectus, and may sell the Fund's portfolio holdings at any time. Geographic Regions. Investment Funds and direct investments may be domiciled in the United States or outside the United States, though the Fund will principally invest in U.S.-domiciled investments. The Adviser does not normally expect to make investments in emerging market countries.

Asset Allocation The Fund's anticipated asset allocation is set forth below. The percentages shown below are guidelines and the Fund's actual allocation in investments may vary from the designated ranges at any time:

	Investment Type		Target Range
	Secondary Investments (including early secondary investments)		50-100%
	Primary Investments		0-40%
	Direct Investments		0-20%
	Investment Opportunities
	Buyout		50-80%
	Growth Capital and Venture Capital		0-20%
	Mezzanine and Other Credit		0-20%
	Other		0-20%
	Geographic Regions
	North America		60-100%
	Europe		0-25%
	Rest of the World		0-15%

The Fund may not be able to attain the ranges in these guidelines. There can be no assurance that the desired investment strategies will be available, or that potential investments will be consistent with the Fund's investment objective, will satisfy the Adviser's due diligence considerations, or will be selected for the Fund.

	Over time, the allocation ranges and commitment strategy may be adjusted based on the Adviser's analysis of the private equity market, macro-economic factors, the Fund's existing portfolio at the relevant time and other pertinent factors. The Fund would not need to adjust its allocations if the percentages of investments change and do not fall within allocation ranges by virtue of changes in value of the Fund's assets.
	More on Investment Strategies

	The principal elements of the Adviser's investment strategy include: (i) allocating the assets of the Fund across Investment Funds, direct investments and other assets; (ii) seeking to secure access to compelling investment opportunities that the Adviser believes offer attractive value; (iii) seeking to manage the Fund's level of investment and liquidity using the Adviser's significant experience in managing private equity capital commitments; and (iv) seeking to manage risk through ongoing monitoring of the Fund's portfolio.
	Security Selection. In selecting secondaries and early secondaries for the Fund, the Adviser seeks to purchase assets that the Adviser believes are quality assets and are priced at a discount to the asset's intrinsic value, where downside and principal risk is limited, and the range of investment outcomes can be measured and assessed.In selecting primaries, the Adviser will seek to invest with Investment Managers that the Adviser believes have a proven track record and an investment strategy that seeks to create value for their investors. In assessing direct investments, the Adviser will seek to invest in opportunities that it believes have an attractive risk-reward profile, taking into account management, industry, strategy, capital structure, potential partners and other factors.
	Commitment Strategy. Investors in private equity funds generally make a commitment to provide a specified level of capital to a private equity fund upon demand by such private equity fund's Investment Manager. Commitments to private equity funds generally are not immediately invested. Instead, committed amounts are drawn down by private equity funds and invested over time, as underlying investments or portfolio companies are identified. As a result, a significant investment position in an Investment Fund, particularly primary investments, may require an appropriate commitment strategy. The Adviser will seek to address this challenge by balancing liquidity with maintaining a level of investment that is as high as practicable. A significant portion of the Fund's assets are committed to secondary investments and early secondaries, and, to a lesser extent, to primary investments. The Fund may also make direct investments in operating companies. Typically, secondary investments will have a lesser obligation to fund future capital calls than primary investments. The Fund may commit to invest in Investment Funds-both secondaries and primaries-in an aggregate amount that exceeds the Fund's then-current assets (i.e., to "over-commit") to maintain an appropriate level of investment.

	The commitment strategy may also take other anticipated cash flows into account, such as those relating to new subscriptions, the tender of shares of beneficial interest ("Shares") by Shareholders and any distributions made to Shareholders. To forecast portfolio cash flows, the Adviser may analyze historical data, actual portfolio observations, insights and valuations from the Investment Managers, and forecasts by the Adviser.
	Risk Management. The Adviser believes that due to the long-term nature of the Fund's investments, ongoing risk management is important to the health of private equity investments. The Adviser will seek to establish a portfolio with exposure to assets that differ by geography, vintage years, investment opportunity, sector, industry and stage of development. The Adviser will use a range of techniques to reduce the risk associated with private equity investing. These include seeking to maintain close contact with Investment Managers of Investment Funds, and seeking to track commitments, capital calls, distributions, valuations and other pertinent details of Investment Funds. Other risk management techniques may include, without limitation:
	●    Diversifying commitments across Investment Funds at different stages of fund lifecycles through the use of early secondaries and secondaries;
	●    Actively managing cash and liquidity;
	●    Monitoring cash flows to avoid cash drag and maintain maximum appropriate levels of commitment; and
	●    Monitoring available credit lines for the Fund to provide liquidity to satisfy repurchase requests, consistent with the limitations and requirements of the Investment Company Act of 1940, as amended (the "1940 Act").
	To enhance the Fund's liquidity, particularly in times of possible net outflows through the tender of Shares by Shareholders, or in managing the Fund's assets, the Adviser may from time to time determine to sell certain of the Fund's assets.
	The Adviser and its investment management team may use a range of resources to identify and source the availability of Investment Funds. The Adviser will seek to perform analysis on the underlying assets in prospective Investment Funds. This may include analysis of debt and equity structures, balance sheet strength and fundamentals, cash flow dynamics, operations and management teams. In addition, the Adviser has assembled a proprietary database of information on a large number of leading private equity funds and their underlying portfolios. The Adviser believes that its broad network of relationships throughout the private equity industry will assist portfolio managers in evaluating potential investments. Over the past five calendar years (2020-2024), the Adviser has analyzed approximately $110 billion in secondary interests per year.

	After making an investment in an Investment Fund, the Adviser will seek to track operating information about the Investment Fund and its portfolio companies. The Adviser will seek to communicate with Investment Managers, conduct onsite visits where feasible, review audited and unaudited reports, monitor turnover in senior management and monitor changes in policies. In conjunction with the due diligence process, an investment's tax treatment and terms and conditions may be considered.
	In committing the Fund's assets, the Adviser will attempt to benefit from the performance of various Investment Funds, and assess the potential benefits and risks of access to new and existing Investment Funds. Generally, the Adviser will seek to invest no more than 10% of the Fund's assets, measured at the time of investment, in any one Investment Fund, although the Adviser may exceed this amount where it believes appropriate. Co-Investments. The Fund has received an exemptive order from the SEC that permits the Fund to participate in certain negotiated investments (each, a "co-investment transaction") alongside other funds managed by the Adviser (the "Order"). The Order is subject to certain terms and conditions, including (i) that a majority of the Trustees of the Board who have no financial interest in the co-investment transaction and a majority of the Independent Trustees approve the co-investment transaction and (ii) that the price, terms and conditions of the co-investment transaction will be identical for each fund participating pursuant to the exemptive relief. These co-investment transactions may give rise to conflicts of interest or perceived conflicts of interest among the Fund and participating funds.
LEVERAGE	The Fund may borrow money in connection with its investment activities (i.e., utilize leverage). The Fund may borrow money through a credit facility or other arrangements for investment purposes, to satisfy repurchase requests and to provide the Fund with liquidity. For borrowing through indebtedness, the 1940 Act requires a registered investment company to satisfy an asset coverage requirement (the "Asset Coverage Requirement") of 300% of its indebtedness, including amounts borrowed. This means that the value of the Fund's total indebtedness may not exceed one-third of the value of its total assets, including the value of the assets purchased with the proceeds of its indebtedness. See "Types of Investments and Related Risks - Leverage Utilized by the Fund".

	Investment Funds may also utilize leverage in their investment activities. Borrowings by Investment Funds are not subject to the limitations on borrowings in the 1940 Act. Accordingly, the Fund's portfolio may be exposed to the risk of highly leveraged investment programs of certain Investment Funds held by the Fund and the volatility of the value of Shares may be great, especially during times of market turmoil. Generally, the use of leverage by Investment Funds or the Fund may increase the volatility of the Investment Funds or the Fund. An Investment Fund's leverage or expected leverage is a factor that may be considered by the Adviser in its security selection process.
THE OFFERING	The Fund is offering, in the aggregate, up to $1,500,000,000 of shares of the following classes of shares of beneficial interest of the Fund: the Class A Shares and the Class I Shares. Shares may be purchased as of the first business day of each month based upon the Fund's net asset value as of the last business day of the prior month ("Valuation Date"). Each date on which Shares are considered delivered is referred to as a "Closing Date". Each prospective investor will be required to complete an investor application (the "Investor Application") certifying that the Shares being purchased are being acquired by an eligible investor. Prior to the receipt and acceptance of the Investor Application, an investor's funds will be held in an escrow account by the Fund's transfer agent.
	Class A Shares are sold subject to a maximum front-end sales load of 3.0%. Voya Investments Distributor, LLC (the "Distributor") acts as the distributor of the Shares. The Fund may be offered through other brokers or dealers ("Selling Agents") that have entered into selling agreements with the Distributor. The Distributor may reallow the full amount of the sales load to the Selling Agents. Currently, the actual sales load paid by Shareholders may vary among and within Selling Agents. Shareholders should consult with their financial intermediaries about any additional fees or charges they might impose. The Fund has been granted exemptive relief permitting it to offer multiple classes of Shares with different terms and conditions. This Prospectus offers Class A Shares and the Class I Shares. In the future, the Fund may offer other classes of Shares as well. Each additional class of Shares will have certain differing characteristics, particularly in terms of the sales loads that Shareholders in that class may bear, and the distribution fees and transfer agency fees that each class may be charged.
DIVIDENDS AND DISTRIBUTIONS	Distributions will be paid at least annually on the Shares in amounts representing substantially all of the net investment income and net capital gains, if any, earned each year. The Fund is not a suitable investment for any investor who requires regular dividend income.

	Each Shareholder whose Shares are registered in its own name will automatically be a participant under the dividend reinvestment plan, or "DRIP" (as described herein) and have all income dividends and/or capital gains distributions automatically reinvested (net of applicable withholding tax) in Shares, unless such Shareholder specifically elects to receive all income, dividends and/or capital gain distributions in cash. Whether a Shareholder's Shares are registered in its own name may depend on a financial intermediary. Generally, for U.S. federal, state and local tax purposes, Shareholders receiving Shares pursuant to the DRIP will be treated as having received a taxable distribution equal to the amount payable to them in cash.
BOARD OF TRUSTEES	The Fund has a Board of Trustees (each member, a "Trustee" and collectively, the "Board of Trustees" or the "Board") that has overall responsibility for monitoring and overseeing the Fund's investment program and its management and operations. A majority of the Trustees are not "interested persons" (as defined by the 1940 Act) ("Independent Trustees") of the Fund or the Adviser. See "Management of the Fund".
INVESTMENT ADVISORY AGREEMENT; MANAGEMENT AND ADDITIONAL FEES; ADMINISTRATION FEE; SUB-ADMINISTRATION FEE	The Fund has entered into an investment advisory agreement (the "Investment Advisory Agreement") with the Adviser that is effective for an initial term expiring two years after the Fund commences investment operations. Thereafter, the Investment Advisory Agreement may be continued in effect from year to year if its continuation is approved annually by the Board of Trustees, including a majority of Independent Trustees. The Board, the Fund's Shareholders, or the Adviser may terminate the Investment Advisory Agreement on 60 days' prior written notice to the parties to the Investment Advisory Agreement. In consideration of the advisory and other services provided by the Adviser to the Fund, the Fund pays the Adviser a quarterly 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). The Fund also indirectly bears asset-based and incentive fees paid by the Investment Funds to their Investment Managers and indirectly paid by investors in the Fund. See "Management and Additional Fees". Pomona also serves as the Fund's administrator (the "Administrator") and performs certain administrative, accounting and other services for the Fund. In consideration of the administrative services provided by the Administrator to the Fund, 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"). The Administration Fee is also 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).

	Colmore, Inc. serves as the Fund's sub-administrator (the "Sub-Administrator") and performs certain sub-administration and sub-accounting services for the Fund. In consideration of the sub-administrative services and sub-accounting services provided by the Sub-Administrator to the Fund, the Fund pays the Sub-Administrator a quarterly fee calculated based upon the ending net assets of the Fund, subject to a minimum annual fee, and will reimburse certain of the Sub-Administrator's out-of-pocket expenses incurred at the Sub-Administrator's cost (the "Sub-Administration Fee"). The Sub-Administration Fee is an expense paid out of the Fund's net assets.
FEES AND EXPENSES	The Fund bears all expenses incurred in the business of the Fund, including any charges, allocations and fees to which the Fund is subject as an investor in the Investment Funds. In addition, the Fund incurred aggregate organizational and initial offering expenses of approximately $1,491,479 in connection with the initial offering. The Fund expensed its organizational costs and the initial offering costs were amortized over the 12-month period beginning on May 7, 2015. The Fund also bears certain ongoing offering costs associated with the Fund's continuous offering of Shares, and its operational expenses for services, including custody, transfer agency, administration, compliance, and legal and audit services, among others. The Fund, by investing in the Investment Funds, indirectly bears its pro rata share of the expenses incurred in the business of the Investment Funds. See "Fund Expenses".
DISTRIBUTION OF SHARES; DISTRIBUTION AND SERVICING FEE	Class A Shares are sold subject to a maximum front-end sales load of 3.0% of the dollar amount invested, which Selling Agents may collect and retain. The Distributor will not charge an additional sales load on Class A Shares directly distributed by the Distributor. Under the terms of a distribution agreement (the "Distribution Agreement") with Voya Investments Distributor, LLC, the Distributor will directly distribute Shares to investors. The Fund pays the Distributor a monthly fee of 0.04583% (0.55% on an annualized basis) of the Fund's month-end net asset value, determined as of the last day of each month (before any repurchases of Shares, where applicable) (the "Distribution and Servicing Fee"), for Class A Shares for distribution and investor services provided to Class A Shareholders. The Distribution and Servicing Fee is charged on an aggregate class-wide basis, and Class A 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. There is no Distribution and Servicing Fee payable with respect to Class I Shares.

	The Adviser may pay additional compensation out of its own resources (i.e., not Fund assets) to certain Selling Agents and other intermediaries, including the Distributor, for sales and wholesaling support in connection with the Shares, and also for other services including due diligence support, account maintenance, provision of information and support services. As a result of the various payments that financial intermediaries may receive from the Adviser, the amount of compensation that a financial intermediary may receive in connection with the sale of Shares of the Fund may be greater than the compensation it may receive for the distribution of other investment products. This difference in compensation may create an incentive for a financial intermediary to recommend the Fund over another investment product.
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT	The Adviser has entered into an "Amended and Restated Expense Limitation and Reimbursement Agreement" with the Fund that will be in effect through September 30, 2026 (the "Limitation Period") to limit the amount of the Fund's aggregate quarterly ordinary operating expenses, excluding certain "Specified Expenses" listed below, 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" that are not covered by the Expense Limitation and Reimbursement Agreement 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 a credit facility, if any, obtained by the Fund; (vi) the Administration Fee; (vii) the Distribution and 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, up to the Expense Cap that was in effect during the quarter in which the fees were waived or expenses were borne by the Adviser.

CONFLICTS OF INTEREST	The Adviser and its affiliates may conduct investment activities for their own accounts and other accounts they manage that may give rise to conflicts of interest that may compete against the Fund and/or be disadvantageous to the Fund. The same may be true for the Investment Managers of the Investment Funds. See "Conflicts of Interest".
PURCHASE OF SHARES	The minimum initial investment in the Fund by an investor is $25,000 for Class A Shares and $25,000 for Class I Shares. Additional investments in the Fund must be for a minimum amount of $10,000 for each Share Class.
	The minimum initial and additional investments may be reduced by either the Fund or the Distributor in the discretion of each for certain investors based on consideration of various factors, including the investor's overall relationship with the Adviser or Distributor, the investor's holdings in other funds affiliated with the Adviser or Distributor and such other matters as the Adviser or Distributor may consider relevant at the time. The minimum initial and additional investments may also be reduced by either the Fund or the Distributor in the discretion of each for clients of certain registered investment advisers and other financial intermediaries based on consideration of various factors, including the registered investment adviser or other financial intermediary's overall relationship with the Adviser or Distributor, the type of distribution channels offered by the intermediary and such other factors as the Adviser or Distributor may consider relevant at the time. In addition, the Fund may, in the sole discretion of the Adviser or Distributor, aggregate the accounts of clients of registered investment advisers and other financial intermediaries whose clients invest in the Fund for purposes of determining satisfaction of minimum investment amounts. At the discretion of the Adviser or the Distributor, the Fund may also aggregate the accounts of clients of certain registered investment advisers and other financial intermediaries across Share Classes for purposes of determining satisfaction of minimum investment amounts for a specific Share Class. The aggregation of accounts of clients of registered investment advisers and other financial intermediaries for purposes of determining satisfaction of minimum investment amounts for the Fund or for a specific Share Class may be based on consideration of various factors, including the registered investment adviser or other financial intermediary's overall relationship with the Adviser or Distributor, the type of distribution channels offered by the intermediary and such other factors as the Adviser or Distributor may consider relevant at the time.

The Fund will accept initial and additional purchases of Shares as of the first business day of each month, and proceeds relating to such purchases will represent the Fund's capital and become the Fund's assets on such business day. Shares will be sold at the net asset value per Share determined as of such business day. For the initial purchase and at the discretion of the Fund or Distributor thereafter, the investor must submit a completed Investor Application form at least five business days before the applicable purchase date. Notwithstanding this requirement, the Fund and Distributor reserve the right to accept substantially completed applications submitted prior to the applicable purchase date to the extent that any incompleteness in the application is resolved promptly after the Closing Date. All purchases are subject to the receipt of immediately available funds at least three business days prior to the applicable purchase date in the full amount of the purchase to enable the Fund to invest the proceeds expeditiously. An investor who misses one or both of these deadlines will have the effectiveness of the investment in the Fund delayed until the following month. The Fund issues the Shares purchased and an investor becomes a Shareholder with respect to such Shares as of the applicable Closing Date, i.e., the first business day of the relevant month. Purchase proceeds do not represent capital of the Fund, and do not become assets of the Fund, until such date. Any amounts received in advance of the initial or subsequent purchases of Shares are placed in a non-interest-bearing account with the Transfer Agent (as defined herein) prior to their investment in the Fund. The Fund and the Distributor each reserves the right to reject any purchase of Shares in its sole discretion (including, without limitation, when one has reason to believe that an investor is not eligible to invest in the Fund). In addition, to manage cash flows, or for any other reason as determined in the sole discretion of each of the Fund and the Distributor, the Fund or the Distributor may limit or suspend an investor's ability to purchase Shares of the Fund. Unless otherwise required by applicable law, any amount received in advance of a purchase ultimately rejected by the Fund or the Distributor will be returned to the prospective investor without the deduction of any sales load, fees or expenses.

EXCHANGE OF SHARES

An investor may be permitted to exchange Shares between classes of Shares of the Fund ("Classes"), provided that, among other things: (1) the investor's aggregate investment would have met the minimum initial investment requirements in the applicable Class at the time of purchase and continues to meet those requirements; (2) the Shares are otherwise available for offer and sale; and (3) the investment meets all other requirements for investing in the applicable Class. When an individual investor cannot meet the initial investment requirements of the applicable Class, exchanges of Shares from one Class to the applicable Class may be permitted if such investor's investment is made by an intermediary that has discretion over the account and has invested other clients' assets in the Fund, which when aggregated together with such investor's investment, meet the initial investment requirements for the applicable Class. Investors will not be charged any fees by the Fund for such exchanges, nor shall any intermediary charge any fees for such exchanges. Ongoing fees and expenses incurred by a given Class will differ from those of other share Classes, and an investor receiving new Shares in an exchange may be subject to higher or lower total expenses following such exchange. Exchange transactions will be effected only into an identically registered account. While exchange transactions between share classes of the Fund are generally not taxable for federal income tax purposes, investors should consult their tax advisors as to the federal, foreign, state and local tax consequences of an exchange. The Fund also reserves the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange.

ELIGIBLE INVESTORS	Qualifications that must be met in becoming a Shareholder are set out in the application form that must be completed by each prospective investor. The Distributor or a Selling Agent that offers Shares, or a registered investment adviser ("RIA") that invests in or recommends Shares for a client, may impose eligibility requirements for investors who purchase Shares through the Distributor, such Selling Agent, or such RIA. Each prospective Shareholder, and, at the request of the Fund or Distributor, each existing Shareholder seeking to purchase additional Shares, must submit a completed Investor Application acceptable to the Adviser and/or Distributor, certifying, among other things, that the Shareholder is an eligible investor and will not transfer the Shares purchased except in the limited circumstances permitted. The Adviser and/or Distributor may from time to time impose stricter or less stringent eligibility requirements. The Fund and Distributor reserve the right to accept substantially completed applications submitted prior to the applicable purchase date to the extent that any incompleteness in the application is resolved promptly after the Closing Date. If an Investor Application is not accepted by the Fund by the Closing Date, the subscription will not be accepted at such Closing Date.
INVESTOR SUITABILITY	An investment in the Fund involves a considerable amount of risk. A Shareholder may lose money. Before making an investment decision, a prospective investor should (i) consider the suitability of this investment with respect to the investor's investment objectives and personal situation and (ii) consider factors such as the investor's personal net worth, income, age, risk tolerance and liquidity needs. The Fund is an illiquid investment. Shareholders have no right to require the Fund to redeem their Shares in the Fund. See "Types of Investments and Related Risks - Closed-End Fund; Liquidity Risks". In addition, the Fund may not be suitable as the sole investment for investors who require minimum annual distributions from a retirement account through which they hold Shares. See "Repurchases and Transfers of Shares".

VALUATION

The value of an instrument is either the market value, if market quotations are readily available, or the fair value as determined in good faith by the Board, or its designee. The Board has designated the Adviser as valuation designee (the "Valuation Designee") to perform the fair value determinations relating to all Fund investments pursuant to the valuation procedures of the Fund and the Valuation Designee (the "Valuation Procedures"). The private equity securities, Investment Funds and direct investments in which the Fund will invest normally do not have readily available market quotations and therefore will be valued at their "fair value". Determining the fair value of private equity 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 approach for determining fair value of such assets, and determinations of fair value may involve subjective judgments and estimates. The fair value of the Fund's investments in Investment Funds and direct investments as of each Valuation Date do not have readily available market quotations on a monthly basis and therefore will be valued at their "fair value", which 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. Ordinarily the value of the Fund's investments in Investment Funds and direct investments will be the carrying amount of the Fund's interests in such investments as determined in accordance with the Valuation Procedures, which takes into account the issuer's most recent balance sheet, statement of capital account, or other valuation provided by the relevant Investment Manager or lead investor, as adjusted for other relevant information available at the time the Fund values its portfolio. Such relevant information may include, among other things, including capital activity and material events occurring between the reference dates of the Investment Manager's valuations and the relevant Valuation Date and a market adjustment factor to reflect activity in related securities in the public markets.

UNLISTED CLOSED-END STRUCTURE; LIMITED LIQUIDITY AND TRANSFER RESTRICTIONS

The Fund is a closed-end management investment company. Closed-end funds differ from open-end management investment companies (commonly known as mutual funds) in that investors in a closed-end fund do not have the right to redeem their shares on a daily basis. To meet daily redemption requests, mutual funds are subject to more stringent regulatory limitations than closed-end funds.

	A Shareholder will not be able to redeem his, her or its Shares on a daily or other periodic basis because the Fund is a closed-end fund. In addition, the Fund's Shares are subject to restrictions on transferability, and liquidity, if any, may be provided by the Fund only through limited repurchase offers. An investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of the Shares and should be viewed as a long-term investment. See "Types of Investments and Related Risks - Closed-End Fund; Liquidity Risks".
LIMITED REPURCHASES OF SHARES BY THE FUND	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, subject to the Board's discretion, that the Fund conduct repurchases on a quarterly basis as of the end of each calendar quarter, so that they 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, subject to the Board's discretion, 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.
	There is no minimum amount of Shares that must be repurchased by the Fund in any repurchase offer. The Fund has no obligation to repurchase Shares at any time; any such repurchases will only be made at such times, in such amounts, and on such terms as may be determined by the Board of Trustees, in its sole discretion. In determining whether the Fund should offer to repurchase Shares, the Board of Trustees may consider the recommendation of the Adviser as to the timing and amount of such an offer, as well as any other factors considered appropriate by the Board, including operational, business and economic factors. If the Fund does not engage in repurchases, Shareholders may not have a source of liquidity for their Shares. If a repurchase offer is oversubscribed by Shareholders who tender Shares, the Fund will repurchase a pro rata portion of the Shares tendered by each Shareholder. The Fund may also extend the repurchase offer, or take any other action with respect to the repurchase offer permitted by applicable law. The determination of the value of Shares as of the Quarter-End Valuation Date is subject to adjustment based upon information received, including information from the Investment Managers of the Investment Funds, after the Quarter-End Valuation Date about the value of assets of the Fund as of the applicable Quarter-End Valuation Date.

	The Fund reserves the right to withhold up to 10% of the estimated payment until after the completion of the annual audit of the Fund's financial statements, when it will be promptly paid. If this occurs, a Shareholder could wait as long as approximately 14 months to receive the second payment installment. However, the Fund does not currently intend to withhold any amount of the payment beyond the payment date. See "Types of Investments and Related Risks - Valuations Subject to Adjustment".
	A 2% early repurchase fee (an "Early Repurchase Fee") will be charged by the Fund with respect to any repurchase of Shares from a Shareholder at any time prior to the one-year anniversary of the Shareholder's purchase of Shares. Shares tendered for repurchase and subject to the Early Repurchase Fee will be treated as having been repurchased on a "first-in, first-out" basis. Any Early Repurchase Fee charged to Shareholders will be retained by the Fund and will benefit the Fund's remaining Shareholders. An Early Repurchase Fee will not be charged where Shares are tendered for repurchase under the following circumstances: (i) Shareholder death or disability; (ii) pursuant to an asset allocation program, wrap fee program or other investment program offered by a financial institution where investment decisions are made on a discretionary basis by investment professionals; and (iii) pursuant to an automatic non-discretionary rebalancing program. The Fund has agreed to provide Shareholders with a minimum repurchase threshold (the "Repurchase Threshold") which shall be tested on a quarterly basis, and which shall be met if either of the following conditions is satisfied over the period encompassed by the most recent four fiscal quarters: (1) the Fund offers one quarterly repurchase of its Shares in which all Shares that were tendered by Shareholders are repurchased by the Fund; or (2) an amount of shares equal to at least 12% of the Fund's average number of outstanding Shares not subject to a redemption penalty over the period have been repurchased by the Fund. If neither condition of the Repurchase Threshold has been satisfied over the most recent four fiscal quarters, or a repurchase offer period ends with more than 50% of the Fund's outstanding Shares having been tendered in response to that repurchase offer, the Fund's Board of Trustees will call a special meeting of Shareholders at which Shareholders will be asked to vote on whether to liquidate the Fund. See "Voting" and "More Information about the Fund". If Shareholders do not vote to liquidate the Fund, testing of the Repurchase Threshold will be suspended and will be resumed at the close of the fourth fiscal quarter end following such vote. If Shareholders do vote to liquidate the Fund, the Adviser will seek to liquidate the Fund's assets over a three-year period, after which the Adviser will waive the Management Fee otherwise payable by the Fund.

	The Fund also has the right to repurchase all of a Shareholder's Shares at any time if the aggregate value of such Shareholder's Shares is, at the time of such compulsory repurchase, less than the minimum initial investment applicable for the Fund. In addition, the Fund has the right to repurchase Shares of Shareholders if the Fund determines that the repurchase is in the best interest of the Fund or upon the occurrence of certain events specified in the Fund's Agreement and Declaration of Trust. See "Repurchases and Transfers of Shares - No Right of Redemption" and "Repurchases and Transfers of Shares - Limited Repurchases of Shares by the Fund".
SUMMARY OF TAXATION	The Fund has elected and intends to qualify each taxable year to be treated as a RIC under Subchapter M of the Code. To qualify as a RIC under the Code, the Fund must, among other things: (i) derive in each taxable year at least 90% of its gross income from (a) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stocks, securities or foreign currencies, or other income derived with respect to its business of investing in such stocks, securities or currencies, and (b) net income from interests in "qualified publicly traded partnerships" (as defined in the Code); and (ii) diversify its holdings so that, at the end of each quarter of the taxable year, (a) at least 50% of the value of the Fund's total assets is represented by cash and cash items (including receivables), U.S. government securities, the securities of other RICs and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the Fund's total assets and not greater than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of a single issuer, two or more issuers that the Fund controls and that are engaged in the same, similar or related trades or businesses or one or more "qualified publicly traded partnerships" (as defined in the Code). With respect to these limitations and restrictions imposed by the Code, the Fund, in appropriate circumstances, will be required to "look through" to the income, assets and investments of certain Investment Funds. For each taxable year that the Fund so qualifies, the Fund will generally not be subject to federal income tax on its taxable income and gains that it distributes to Fund Shareholders. The Fund intends to distribute its income and gains in a way that it should not be subject to an entity-level income tax on certain undistributed amounts. These distributions generally will be characterized as ordinary dividend income or capital gains to the Shareholders, whether or not they are reinvested in Shares. A Shareholder that is exempt from federal income tax on its income under the Code generally will not be subject to tax on amounts distributed to it by the Fund, provided that such Shareholder's acquisition of its Shares is not debt-financed within the meaning of Section 514 of the Code. The Fund will inform Shareholders of the amount and character of its distributions to Shareholders. See "Tax Matters".

	Certain of the Investment Funds in which the Fund invests may be classified as partnerships for U.S. federal income tax purposes. Accordingly, for the purpose of satisfying certain of the requirements for qualification as a RIC, the Fund will, in appropriate circumstances, be required to "look through" to the character of the income, assets and investments held by the Fund and certain of the Investment Funds. However, Investment Funds generally are not obligated to disclose the contents of their portfolios. This lack of transparency may make it difficult for the Adviser to monitor the sources of the Fund's income and the diversification of its assets, and otherwise comply with Subchapter M of the Code, and ultimately may limit the universe of Investment Funds in which the Fund can invest. Furthermore, although the Fund expects to receive information from each Investment Manager regarding its investment performance on a regular basis, in most cases there is little or no means of independently verifying this information.
	If the Fund fails to qualify as a RIC or fails to distribute an amount generally at least equal to 90% of the sum of its net ordinary income and net short-term capital gains to Shareholders in any taxable year, the Fund would be subject to tax as an ordinary corporation on its taxable income (even if such income and gains were distributed to its Shareholders) and all distributions out of earnings and profits to Shareholders would be characterized as ordinary dividend income. In addition, the Fund could be required to recognize unrealized gains, pay taxes and make distributions (which could be subject to interest charges) before requalifying for taxation as a RIC.

ERISA PLANS AND OTHER TAX-EXEMPT ENTITIES

Shareholders subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and other tax-exempt entities, including employee benefit plans, individual retirement accounts (each, an "IRA") and 401(k) and Keogh Plans may purchase Shares. Because the Fund will be registered as an investment company under the 1940 Act, the underlying assets of the Fund will not be considered to be "plan assets" of the ERISA Plans investing in the Fund for purposes of ERISA's fiduciary responsibility and prohibited transaction rules. Thus, it is expected that the Adviser should not be a fiduciary within the meaning of ERISA with respect to the assets of any ERISA Plan that becomes a Shareholder, solely as a result of the ERISA Plan's investment in the Fund. See "ERISA Considerations".

REPORTS TO SHAREHOLDERS	The Fund furnishes to Shareholders subject to IRS tax reporting as soon as practicable after the end of each calendar year information on IRS Form 1099-DIV or IRS Form 1099-B, as appropriate, and as required by law to assist the Shareholders in preparing their tax returns. The Fund prepares, and transmits to Shareholders, an unaudited semi-annual and an audited annual report within 60 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act.
TERM	The Fund's term is perpetual, though the Fund can be terminated under the terms of the Fund's organizational documents.
RISK FACTORS	Investment in the Fund exposes investors to the risk of private equity investments. Private equity investments involve significant risks, including a total loss of capital. Risks relating to private equity investments derive from several factors, including, but not limited to: the risk that portfolio investments do not succeed, as well as the risks of limited diversification, leverage, limited liquidity, capital call obligations and uncertain valuations. Additional risks include: Risks of an Investment in Shares of the Fund
	●Loss of capital, up to the entire amount of a Shareholder's investment. ●Investing in Investment Funds that may be newly-organized and therefore have no, or only limited, operating histories. ●The Fund's Shares are illiquid securities. Shares are not traded on any national or other securities exchange or market and are subject to certain restrictions on transferability contained in the Fund's Agreement and Declaration of Trust. ●The Adviser and the Investment Managers may face conflicts of interest. The Adviser and the investment professionals who, on behalf of the Adviser, will manage the Fund's investment portfolio will be engaged in substantial activities other than on behalf of the Fund, may have differing economic interests in respect of such activities, and may have conflicts of interest in allocating their time and activity between the Fund and Other Accounts (as defined herein). See "Conflicts of Interest". ●The Fund may be unable to raise substantial capital, which could result in the Fund being unable to structure its investment portfolio as anticipated, and the returns achieved on these investments may be reduced as a result of allocating all of the Fund's expenses over a smaller asset base. Investment Program Risks ●There is no established market for secondaries and the Adviser does not currently expect a liquid market to develop.

●There can be no assurance that the Fund will be able to identify sufficient investment opportunities or that it will be able to acquire sufficient secondaries on attractive terms. ●The success of each Investment Fund and direct investment (and, as a result, the success of the Fund) is subject to those risks that are inherent in private equity investments, including, but not limited to, the risk that portfolio companies will not succeed. Other risks associated with private equity investments include adverse changes in national or international economic conditions, adverse local market conditions, the financial conditions of portfolio companies, changes in the availability or terms of financing, changes in interest rates, exchange rates, corporate tax rates and other operating expenses, environmental laws and regulations, and other governmental rules and fiscal policies, energy prices, inflation, changes in the relative popularity of certain industries or the availability of purchasers to acquire companies, and dependence on cash flow, as well as acts of God, manmade disasters, uninsurable losses, actual or threatened war or armed conflicts, terrorism, the imposition of economic sanctions or tariffs, earthquakes, hurricanes or floods and infectious disease epidemics/pandemics (such as COVID-19) and other factors which are beyond the control of the Fund or the Investment Funds. ●The Fund may acquire direct investments in portfolio companies or purchase secondaries or primaries that invest in portfolio companies that involve a high degree of business or financial risk. ●When the Fund makes direct investments in operating companies that are Co-Investment Opportunities alongside Investment Managers, the Fund will be highly dependent upon the capabilities of the Investment Managers alongside which the investment is made. The Fund may indirectly make binding commitments to Co-Investment Opportunities without an ability to participate in the management and control of, and with no or limited ability to transfer its interests in, the pertinent operating company. In some cases, the Fund will be obligated to fund its entire direct investment in a Co-Investment Opportunity up front, and in other cases the Fund will make commitments to fund investments from time to time, as called by the Investment Manager of another Investment Fund in a Co-Investment Opportunity. Generally, neither the Adviser nor the Fund will have control over the timing of capital calls or distributions received from such Co-Investment Opportunities, or over investment decisions made in such Co-Investment Opportunities.

●Subject to the limitations and restrictions of the 1940 Act, the Fund may use leverage by borrowing money for investment purposes, to satisfy repurchase requests, and for other temporary purposes, which may increase the Fund's volatility. Borrowing and leverage present opportunities for increasing total return, but have the effect of potentially magnifying losses as well. ●Subject to the limitations and restrictions of the 1940 Act, the Fund may use derivative transactions, primarily equity options, for hedging purposes. Options present risks arising from the use of leverage (which increases the magnitude of losses), volatility, the possibility of default by a counterparty and illiquidity. Use of options for hedging purposes by the Fund could present significant risks, including the risk of losses in excess of the amounts invested. ●Investment Funds may also utilize leverage in their investment activities. Borrowings by Investment Funds are not subject to the limitations on borrowings in the 1940 Act. Accordingly, the Fund may be exposed to the risk of highly leveraged investment programs of certain Investment Funds held by the Fund. Generally, the use of leverage by Investment Funds may increase the volatility of the Investment Funds. ●An Investment Fund's investments, depending upon strategy, may be in companies whose capital structures are highly leveraged. Such investments involve a high degree of risk, in that adverse fluctuations in the cash flow of such companies, or increased interest rates, may impair their ability to meet their obligations, which may accelerate and magnify declines in the value of any such portfolio company investments in a down market. ●To avoid potential regulatory consequences, the Fund may hold its interest in an Investment Fund or in a direct investment in an operating company in non-voting form or limit its voting rights to a certain percentage of its investment. To the extent the Fund (1) holds non-voting interests, or (2) contractually foregoes the right to vote its interests in an Investment Fund or operating company, the Fund will not be able to vote on matters that require the approval of the interest holders of the Fund or operating company, including matters that may be adverse to the Fund's interests. This restriction could diminish the influence of the Fund and Adviser in an Investment Fund or operating company, as compared to other investors, and could adversely affect the Fund's investment in the Investment Fund or operating company, which could result in unpredictable and potentially adverse effects on the Fund.

●The valuation of Investment Funds and operating companies in which the Fund invests ordinarily will not be based on market quotations or other objective and observable sources. In addition, the Adviser may not have access to all material information relevant to a valuation analysis. Valuations of Investment Funds will ordinarily be based on valuations provided by Investment Managers of the Investment Funds, which may be based on imperfect information, involve elements of judgment on the part of Investment Managers, and be subject to inherent uncertainties. ●The Fund's carrying value of a primary or secondary investment in an Investment Fund or a direct investment may not accurately reflect the amount the Fund could realize upon disposition of the asset and, in the case of a secondary, is not expected to reflect the Fund's cost to purchase the asset if it is acquired at a discount to the net asset value reported by the Investment Fund or its Investment Manager. ●The valuations reported by the Investment Funds or deduced for operating companies and Investment Funds, based upon which the Fund determines its monthly net asset value, may be subject to later adjustment or revision. ●If the Fund needs to sell assets to pay for repurchases, it may have to dispose of such assets at depressed prices. In addition, the Fund's ability to sell its interests in Investment Funds and operating companies in which it is invested may be limited. The Fund may not have control over the timing of distributions or delivery of proceeds from the Investment Funds. ●The Fund has no obligation to repurchase Shares at any time, and any such repurchases will only be made at such times, in such amounts, and on such terms as may be determined by the Board, in its sole discretion. While it is expected that the Adviser will normally recommend to the Board, subject to the Board's discretion, that the Fund conduct repurchases as of the end of each calendar quarter, the Adviser may not recommend a repurchase offer for any quarter in which the Adviser believes that it would be detrimental to the Fund for liquidity or other reasons. In addition, the Fund may at any time cease conducting repurchases, even after it has started making repurchase offers, which could leave Shareholders without a source of liquidity for their Shares for an extended period of time. ●Investment analyses and decisions may be undertaken on an expedited basis for the Fund to take advantage of available investment opportunities that have expedited investment processes. Further, the Adviser may conduct its due diligence activities over a very brief period to take advantage of investment opportunities, which could result in less due diligence being conducted on the investment opportunity by the Adviser than would be conducted in ordinary circumstances.

●The Fund may invest indirectly a substantial portion of its assets in Investment Funds that follow a particular type of investment strategy, which may provide concentrated exposure to the risks of that strategy. ●An Investment Fund may focus on a particular industry or sector (e.g., utilities, financial services, consumer products, industrials, healthcare or technology), which may subject the Investment Fund, and thus the Fund, to greater risk and volatility than if investments had been made in issuers in a broader range of industries. ●An Investment Manager may focus on a particular country or geographic region, which may subject the Investment Fund, and thus the Fund, to greater risk and volatility than if investments had been made in issuers in a broader range of geographic regions. ●The securities in which the Fund or an Investment Fund may invest may be among the most junior in a portfolio company's capital structure and, thus, subject to greater risk of loss than holders of secured interests, debt or preferred shares. ●An Investment Fund's assets may be invested in a limited number of securities or portfolio companies which may subject the Investment Fund, and thus the Fund, to greater risk and volatility than if investments had been made in a larger number or more diversified securities. ●The Fund is registered as an investment company under the 1940 Act, which may limit its investment flexibility compared to a fund that is not so registered. ●Investment Funds will not be registered as investment companies under the 1940 Act and, therefore, the Fund and Shareholders, as indirect limited partners or members in such Investment Funds, may not avail themselves of 1940 Act protections. ●Fund Shareholders will bear two layers of fees and expenses: asset-based fees and expenses at the Fund level, and asset-based fees, carried interests or incentive allocations (which are a share of an Investment Fund's returns which are paid to the Investment Manager) and fees and expenses at the Investment Fund level. In addition, to the extent that the Fund invests in an Investment Fund that is itself a "fund of funds," the Fund will bear a third layer of fees.

●Certain of the Investment Funds may invest and the Fund may directly invest in foreign portfolio companies that do not maintain internal management accounts or adopt financial budgeting, internal audit or internal control procedures to standards normally expected of companies in the United States. ●Non-U.S. securities, which could be held by Investment Funds in which the Fund invests and through direct investments, involve certain risk factors not typically associated with investing in U.S. securities. ●The Fund's or an Investment Fund's investments may consist of collateralized loan obligations ("CLOs") or similar instruments. Structured finance securities may present risks similar to those of the other types of debt obligations in which the Fund or an Investment Fund may invest and, in fact, such risks may be of greater significance in the case of structured finance securities. In addition, the performance of a structured finance security will be affected by a variety of factors, including the structured finance security's priority in the capital structure of the issuer thereof, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets. The Fund's investments in structured finance securities that are lower in priority in the capital structure of the issuer may present a greater degree of investment risk, as the cash flow or property securing the structured finance security may be insufficient to meet scheduled payments after giving effect to the more senior obligations of the issuer. ●Fund Shareholders will have no right to receive information about the Investment Funds or Investment Managers, and will have no recourse against Investment Funds or their Investment Managers or against portfolio companies. ●The Fund may maintain a sizeable cash position in anticipation of funding capital calls. The overall impact of holding a portion of the investment portfolio in cash or cash equivalents could be a drag on performance. ●The Fund may employ an "over-commitment" strategy, which could result in an insufficient cash supply to meet Investment Fund commitments. Such an insufficient cash supply would have negative impacts on the Fund, including an adverse impact on the Fund's ability to conduct tender offers for its Shares or pay for repurchases of Shares tendered by Shareholders, or to meet expenses generally. Moreover, if the Fund defaults on its commitments or fails to satisfy capital calls in a timely manner, it generally will be subject to significant penalties, such as the complete forfeiture of the Fund's investment in an Investment Fund.

●An Investment Manager of an Investment Fund may receive a performance fee, carried interest or incentive allocation that the Adviser has observed to be generally equal to 20% of the net profits earned by the Investment Fund that it manages, typically subject to a preferred return. The performance fee, carried interest or incentive allocation is paid indirectly out of the Fund's assets and therefore by investors in the Fund. These performance incentives may create an incentive for the Investment Managers to make investments that are riskier or more speculative than those that might have been made in the absence of the performance fee, carried interest or incentive allocation. ●The Fund is a non-diversified fund, meaning that the percentage of its assets that may be invested in the securities of a single issuer is not limited by the 1940 Act. As a result, the Fund's investment portfolio may be subject to greater risk and volatility than if investments had been made in the securities of a broader range of issuers. Even though classified as non-diversified, the Fund may be invested in a fashion that meets diversification standards, which could temper potential gains from one or a few investments. ●The Fund is subject to the risk that an Investment Fund may not provide information sufficient to facilitate the assessment of whether the Fund qualifies as a RIC under the Code. The Fund intends to qualify as a RIC under the Code, but may be subject to tax liabilities if it fails to so qualify. ●Investment Funds located outside of the United States may be subject to withholding taxes in such jurisdictions, which may reduce the return of the Fund and its Shareholders. ●A variety of factors can cause interest rates to change, including central bank monetary policies, inflation rates and general economic conditions. Risks associated with changes in interest rates are heightened under certain market conditions, such as during times when the U.S. Federal Reserve (the "Federal Reserve") raises interest rates or when such rates remain elevated following a period of historically low levels. Additionally, the U.S. and other governments have increased, and are likely to continue increasing, their debt issuances, which may also heighten these risks. Adverse developments resulting from changes in interest rates (or the expectation of such changes) could have a material adverse effect on the Fund's or an Investment Fund's financial condition and results of operations. In addition, a decline in the prices of the debt the Fund or an Investment Fund owns could adversely affect the Fund's net asset value. Changes in market interest rates could also affect the ability of operating companies in which the Fund or an Investment Fund invests to service debt, which could materially impact the Fund or an Investment Fund in which the Fund may invest, thus impacting the Fund.

	●Legal, tax and regulatory changes, as well as judicial decisions, could adversely affect the Fund. It is impossible to predict how changes in policy or regulation will affect the investments of the Fund, but such changes may significantly increase the Fund's costs of compliance.
	Accordingly, the Fund should be considered a speculative investment and entails substantial risks, and a prospective investor should invest in the Fund only if the investor can sustain a complete loss of its investment. See "Types of Investments and Related Risks".

1

Generally, the minimum initial investment by an investor in the Fund is $25,000, which minimum may be reduced for certain investors. Investors purchasing Class A Shares may be charged a sales load of up to 3.0% of the Investor's subscription. The table assumes the maximum sales load is charged. Investments will be subject to a sales load in the amounts set forth below:

Investment Amount		Sales Load
Less than $99,999			3.0	%
$100,000 - $249,999			2.0	%
$250,000 - $999,999			1.5	%
$1,000,000 - $4,999,999			1.0	%
$5,000,000 and above			0.0	%

36

The Distributor and/or a Selling Agent may, in its discretion, waive the sales load for certain investors. See "Purchase Terms" and "Plan of Distribution".

Certain financial intermediaries may apply different sales load waivers, discounts and/or breakpoints. See "Appendix - Financial Intermediary-Specific Sales Load Waivers and Discounts".

2

A 2% Early Repurchase Fee will be charged by the Fund with respect to any repurchase of Shares from a Shareholder at any time prior to the one-year anniversary of the Shareholder's purchase of Shares. Shares tendered for repurchase and subject to the Early Repurchase Fee will be treated as having been repurchased on a "first-in, first-out" basis. Any Early Repurchase Fee charged to Shareholders will be retained by the Fund and will benefit the Fund's remaining Shareholders.

3

Includes amounts paid under an Administration Agreement between the Fund and Pomona under which the Fund pays the Administrator the quarterly Administration Fee of 0.0625% (0.25% on an annualized basis) of the Fund's quarter-end net asset value. Includes amounts paid under a Sub-Administration Agreement between the Fund and Colmore, Inc. under which the Fund pays the Sub-Administrator a quarterly fee calculated based upon the ending net assets of the Fund, subject to a minimum annual fee, and will reimburse certain of the Sub-Administrator's out-of-pocket expenses incurred at the Sub-Administrator's cost. Includes amounts of certain of the Administrator's and Sub-Administrator's expenses which are expected to be reimbursed by the Fund under the Administration Agreement and Sub-Administration Agreement. In addition, the payment of expenses of issuance and distribution and ongoing offering costs will immediately reduce the net asset value of each Share purchased in this offering. The Fund's "Other Expenses" have been estimated based on the amounts incurred in the prior fiscal year to reflect amounts expected to be incurred during the current fiscal year.

4

Reflects amounts recouped by the Adviser in accordance with the Amended and Restated Expense Limitation and Reimbursement Agreement between the Fund and the Adviser. The Expense Limitation and Reimbursement Agreement between the Adviser and the Fund will be in effect through September 30, 2026 to limit the amount of the Fund's aggregate quarterly ordinary operating expenses, excluding certain "Specified Expenses" listed below, 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" that are not covered by the Expense Limitation and Reimbursement Agreement 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 a credit facility, if any, obtained by the Fund; (vi) the Administration Fee; (vii) the Distribution and 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). The amounts included in the table above reflect Specified Expenses, other than the Management Fee, Acquired Fund Fees and Expenses. 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 (i) 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; and (ii) the amount of such recoupment, together with the Fund's aggregate quarterly ordinary operating expenses for the quarter in which such reimbursement is sought, not including Specified Expenses, does not exceed any Expense Cap in place at that time.

5

Includes fees and expenses of Investment Funds in which the Fund invests. Some or all of the Investment Funds in which the Fund will invest charge carried interests, incentive fees or allocations based on the Investment Funds' performance. The Investment Funds in which the Fund will invest generally charge a management fee of 1.00% to 2.00%, and approximately 20% of net profits as a carried interest allocation.The "Acquired Fund Fees and Expenses" disclosed above are based on the actual fees and expenses of the Investment Funds in which the Fund was invested for the period ended December 31, 2024, which may change substantially over time and, therefore, significantly affect "Acquired Fund Fees and Expenses". The amounts shown as "Acquired Fund Fees and Expenses" reflects operating expenses of the Investment Funds and transaction-related fees. The "Acquired Fund Fees and Expenses" disclosed above, however, do not reflect any performance-based fees or allocations paid by the Investment Funds that are calculated solely on the realization and/or distribution of gains, or on the sum of such gains and unrealized appreciation of assets distributed in-kind, as such fees and allocations for a particular period may be unrelated to the cost of investing in the Investment Funds.

6

Annual Net Expenses include expenses excluded from the Fund's Expense Limitation and Reimbursement Agreement.

37

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The assumed 5% annual return, which is required by the SEC, is not a prediction of, and does not represent, the projected or actual performance of the Fund.

This example is based on the estimated fees and expenses incurred by the Fund, including the Acquired Fund Fees and Expenses and the Maximum Sales Load, as set out in the table above and should not be considered a representation of future expenses.

Actual expenses may be greater or less than those shown. Certain Shareholders may pay less in total expenses as a result of either financial intermediaries waiving or reducing the sales load. You would pay the following expenses on a $1,000 investment, assuming a 5% annual return:

			1-year				3-years				5-years				10-years
Class A Shares			$	68.02			$	145.31			$	224.27			$	429.26
Class I Shares			$	33.70			$	102.76			$	174.08			$	362.82

SENIOR SECURITIES

Information about the Fund's senior securities as of the dates indicated below is shown in the following table. The information for the fiscal years ended March 31, 2025, 2024, 2023 and 2022 was included in the Fund's audited financial statements, which have been audited by Ernst & Young LLP, an independent registered public accounting firm. The information for the fiscal year ended March 31, 2021 and earlier have been derived from the Fund's audited financial statements for those periods, which were audited by another independent registered public accounting firm.

38

FINANCIAL HIGHLIGHTS

The Fund's financial highlights, which have been audited by Ernst & Young LLP, an independent registered public accounting firm, are incorporated by reference from the Fund's Annual Reportfor the fiscal year ended March 31, 2025 (File No. 811-22990), as filed with the SEC on Form N-CSR on June 5, 2025 (Accession No. 0001398344-25-011369).

THE FUND

The Fund, which is registered under the 1940 Act as a non-diversified, closed-end management investment company, was organized as a Delaware statutory trust on August 12, 2014. The Fund filed a Certificate of Amendment to its Certificate of Trust with the State of Delaware to change its name to Pomona Investment Fund on February 13, 2015. The Fund commenced operations on May 7, 2015. The Fund's principal office is located at 780 Third Avenue, 46^th Floor, New York, New York 10017, and its telephone number is 1-844-2POMONA. Investment advisory services are provided to the Fund by the Adviser pursuant to the Investment Advisory Agreement. Responsibility for the oversight of the Fund's investment program and its management and operation is vested in the Fund's Board of Trustees. See "Management of the Fund".

USE OF PROCEEDS

The proceeds from the sale of Shares, net of the Fund's fees and expenses, are expected to be invested by the Fund to pursue its investment program and objective as soon as practicable.

STRUCTURE

The Fund is a specialized investment vehicle that combines many of the features of an investment fund not registered under the 1940 Act, often referred to as a "private investment fund," with those of a registered closed-end investment company. Private investment funds, such as the Investment Funds, are collective asset pools that typically offer their securities privately, without registering such securities under the 1933 Act. The Adviser believes that securities offered by Investment Funds are typically sold in large minimum denominations (often at least $5 million to $20 million) to a limited number of high net worth individual and institutional investors. The managers or investment advisers of these funds are usually compensated through asset-based fees and incentive-based fees. Compared to Investment Funds, registered closed-end investment companies often impose relatively modest minimum investment requirements and publicly offer their shares to a broader range of investors, in contrast to the higher minimum investment amounts and limited range of investors. The advisers to registered closed-end investment companies are typically compensated through asset-based fees.

Investors may purchase Shares of the Fund as of the first business day of each month based upon the Fund's most recently determined net asset value per Share.

Unlike the practices of many private investment funds, however, the Fund intends to offer Shares without limiting the number of eligible investors that can participate in its investment program. The Fund's structure is designed to permit eligible investors to participate in an investment program that focuses on private equity investments without requiring, among other things, the more substantial minimum capital commitment that is required by many private investment funds and without subjecting the Fund to the limitations on the number of investors imposed by many Investment Funds.

LIMITS OF RISK DISCLOSURES

The above discussions of the various risks associated with the Fund and the Shares are not, and are not intended to be, a complete enumeration or explanation of the risks involved in an investment in the Fund. The risk factors described above are the principal risk factors associated with an investment in the Fund's Shares, as well as those risk factors generally associated with an investment company with investment objectives, investment policies, capital structure or investment strategies similar to those of the Fund. Prospective investors should read this entire Prospectus and consult with their own advisors before deciding whether to invest in the Fund. In addition, as the Fund's investment program changes or develops over time, an investment in the Fund may be subject to risk factors not described in this Prospectus or not yet known. The Fund's Prospectus will be updated or supplemented in the future, to the extent that additional principal risk factors not described in this Prospectus become known to the Fund.

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67

68

69

70

71

72

CONFLICTS OF INTEREST

The Adviser

The Adviser may, from time to time, be presented with investment opportunities that fall within the investment objective of the Fund and other investment funds and/or accounts managed by the Adviser, and in such circumstances the Adviser will allocate such opportunities among the Fund and such other funds and/or accounts under procedures intended to result in allocations that are fair and equitable taking into account the sourcing of the transaction, the nature of the investment focus of each fund, including the Fund, and/or account, the relative amounts of capital available for investment, and other considerations deemed relevant by the Adviser in good faith. Where there is an insufficient amount of an investment opportunity to satisfy the Fund and other investment funds and/or accounts managed by the Adviser, the allocation policy provides that allocations between the Fund and other investment funds and/or accounts will generally be made pro rata based on the amount that each such party would have invested if sufficient amounts of an investment opportunity were available. The Adviser's allocation policy provides that in circumstances where pro rata allocation is not practicable or possible, investment opportunities will be allocated on a random or rotational basis that is fair and equitable. In addition, the Adviser's Investment Committee will review allocations. Not all other investment funds and/or accounts managed by Adviser have the same fees and certain other investment funds and/or accounts managed by the Adviser may have a higher management fee than the Fund or a performance-based fee. If the fee structure of another investment fund and/or account is more advantageous to the Adviser than the fee structure of the Fund, the Adviser could have an incentive to favor the other fund and/or account over the Fund.

The Adviser's personnel who work on managing the Fund may also work on other projects, including the Adviser's other investment funds and accounts.

The Adviser and certain of its investment professionals and other principals may also carry on investment activities for their own accounts, for the accounts of family members and for other accounts (collectively, with the other accounts advised by the Adviser and its affiliates, "Other Accounts"). The Adviser and its affiliates may receive payments from private equity sponsors in connection with such activities. As a result of the foregoing, the Adviser and the investment professionals who, on behalf of the Adviser, will manage the Fund's investment portfolio will be engaged in substantial activities other than on behalf of the Fund, may have differing economic interests in respect of such activities, and may have conflicts of interest in allocating their time and activity between the Fund and Other Accounts. There also may be circumstances under which the Adviser will cause one or more Other Accounts to commit a larger percentage of its assets to an investment opportunity than to which the Adviser will commit the Fund's assets. There also may be circumstances under which the Adviser will consider participation by Other Accounts in investment opportunities in which the Adviser do not intend to invest on behalf of the Fund, or vice versa.

The Fund may co-invest with third parties through joint venture entities or other entities, including Investment Funds sponsored by others. The co-investment commitment may be substantial. Such investments may involve risks not present in investments in which third parties are not involved, including the possibility that a joint venture partner of the Fund may experience financial, legal or regulatory difficulties; at any time have economic or business interests or goals which are inconsistent with those of the Fund; have a different view than the Fund as to the appropriate strategy for an investment or the disposition of an investment; or take action contrary to the Fund's investment objective. Affiliates of the Adviser may generate origination, commitment, syndication, capital or other structuring fees which will be solely for the benefit of such affiliates and not for the benefit of the Fund.

The Adviser or Distributor may also compensate, from its own resources, third-party securities dealers, other industry professionals and any affiliates thereof ("financial intermediaries") in connection with the distribution of Shares in the Fund or for their ongoing servicing of Shares acquired by their clients. Such compensation may take various forms, including a fixed fee, a fee determined by a formula that takes into account the amount of client assets invested in the Fund, the timing of investment or the overall net asset value of the Fund or a fee determined in some other method by negotiation between the Adviser and such financial intermediaries. Financial intermediaries may also charge investors, at the financial intermediaries' discretion, a placement fee based on the purchase price of Fund Shares purchased by the investor. As a result of the various payments that financial intermediaries may receive from investors and the Adviser, the amount of compensation that a financial intermediary may receive in connection with the sale of Shares of the Fund may be greater than the compensation it may receive for the distribution of other investment products. This difference in compensation may create an incentive for a financial intermediary to recommend the Fund over another investment product.

Set out below are practices that the Adviser may follow. Although the Adviser anticipates that the Investment Managers will follow practices similar to those described below, no guarantee or assurances can be made that similar practices will be followed or that an Investment Manager will abide by, and comply with, its stated practices. An Investment Manager may provide investment advisory and other services, directly or through affiliates, to various entities and accounts other than the Investment Funds.

Participation in Investment Opportunities

Directors, principals, officers, employees and affiliates of the Adviser may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts of interest with respect to investments made on behalf of the Fund or an Investment Fund in which the Fund invests. As a result of differing trading and investment strategies or constraints, positions may be taken by directors, principals, officers, employees and affiliates of the Adviser, or by the Adviser for the Other Accounts, or any of their respective affiliates on behalf of their own other accounts ("Investment Manager Accounts") that are the same as, different from or made at a different time than, positions taken for the Fund or an Investment Fund.

The Fund has received an exemptive order from the SEC that permits the Fund to participate in certain negotiated investments (each, a "co-investment transaction") alongside other funds managed by the Adviser (the "Order"). The Order is subject to certain terms and conditions, including (i) that a majority of the Trustees of the Board who have no financial interest in the co-investment transaction and a majority of the Independent Trustees approve the co-investment transaction and (ii) that the price, terms and conditions of the co-investment transaction will be identical for each fund participating pursuant to the exemptive relief. These co-investment transactions may give rise to conflicts of interest or perceived conflicts of interest among the Fund and participating funds.

Other Matters

An Investment Manager may, from time to time, cause an Investment Fund to effect certain principal transactions in securities with one or more Investment Manager Accounts, subject to certain conditions. Future investment activities of the Investment Managers, or their affiliates, and the principals, partners, directors, officers or employees of the foregoing, may give rise to additional conflicts of interest.

The Adviser and its affiliates may not purchase securities or other property from, or sell securities or other property to the Fund, except that the Fund may in accordance with rules under the 1940 Act engage in transactions with accounts that are affiliated with the Fund as a result of common officers, directors, advisers, members or managing general partners. These transactions would be effected in circumstances in which the Adviser determined that it would be appropriate for the Fund to purchase and another client to sell, or the Fund to sell and another client to purchase, the same security or instrument on the same day.

Future investment activities of the Adviser and its affiliates and its principals, partners, members, directors, officers or employees may give rise to conflicts of interest other than those described above.

PURCHASES OF SHARES

Purchase Terms

The Fund will accept initial and additional purchases of Shares as of the first business day of each month. Shares will be sold at the net asset value per Share determined as of such business day. For the initial purchase and at the discretion of the Fund or Distributor thereafter, the investor must submit a completed Investor Application form at least five business days before the applicable purchase date. Notwithstanding this requirement, the Fund and Distributor reserve the right to accept substantially completed applications submitted prior to the applicable purchase date to the extent that any incompleteness in the application is resolved promptly after the Closing Date. All purchases are subject to the receipt of immediately available funds at least three business days prior to the applicable purchase date in the full amount of the purchase to enable the Fund to invest the proceeds expeditiously. An investor who misses one or both of these deadlines will have the effectiveness of the investment in the Fund delayed until the following month.

The Fund issues the Shares purchased and an investor becomes a Shareholder with respect to such Shares as of applicable Closing Date, i.e., the first day of the relevant month. Purchase proceeds do not represent capital of the Fund, and do not become assets of the Fund, until such date.

Any amounts received in advance of the initial or subsequent purchases of Shares are placed in a non-interest-bearing account with the Transfer Agent prior to their investment in the Fund. The Fund and the Distributor each reserves the right to reject any purchase of Shares in its sole discretion (including, without limitation, when one has reason to believe that an investor is not eligible to invest in the Fund). In addition, to manage cash flows, or for any other reason as determined in the sole discretion of each of the Fund and the Distributor, the Fund or the Distributor may limit or suspend an investor's ability to purchase Shares of the Fund. Unless otherwise required by applicable law, any amount received in advance of a purchase ultimately rejected by the Fund or the Distributor will be returned to the prospective investor without the deduction of any sales load, fees or expenses.

Investors purchasing Class A Shares in the Fund may be charged a sales load of up to 3.0% of the amount of the investor's purchase, in the matter set forth below:

Investment Amount			Sales Load
Less than $99,999			3.0	%
$100,000 - $249,999			2.0	%
$250,000 - $999,999			1.5	%
$1,000,000 - $4,999,999			1.0	%
$5,000,000 and above			0.0	%

The Distributor and/or a Selling Agent may, at its discretion, waive the sales load for the purchase of Class A Shares of the Fund by or on behalf of: (i) purchasers for whom the Distributor, the Adviser or one of their affiliates acts in a fiduciary, advisory, custodial or similar capacity; (ii) employees and retired employees (including spouses, children and parents of employees and retired employees) of the Distributor, the Adviser and any affiliates of the Distributor or the Adviser; (iii) Trustees and retired Trustees of the Fund (including spouses, children and parents of Trustees and retired Trustees); (iv) purchasers who use proceeds from an account for which the Distributor, the Adviser or one of their affiliates acts in a fiduciary, advisory, custodial or similar capacity, to purchase Shares of the Fund; (v) Selling Agents and their employees (and the immediate family members of such individuals); (vi) investment advisers or financial planners that have entered into an agreement with the Distributor that charge a fee for their services and that purchase Shares of the Fund for (1) their own accounts or (2) the accounts of eligible clients; (vii) clients of such investment advisers or financial planners described in (vi) above who place trades for the clients' own accounts if such accounts are linked to the master account of the investment adviser or financial planner on the books and records of a Selling Agent; (viii) orders placed on behalf of other investment companies that the Distributor, the Adviser or an affiliated company distributes; (ix) orders placed on behalf of purchasers who have previously invested in the Fund or other funds advised or distributed by the Adviser, Distributor and any affiliates of the Adviser or Distributor in amounts that, if combined with the new order for Shares of the Fund, may qualify the purchaser for a lesser sales load (or a complete waiver of the sales load); and (x) customers of Selling Agents who are charged a separate brokerage commission directly by the Selling Agent for the purchase of Shares. To receive a sales load or minimum investment waiver in conjunction with any of the above categories, an investor must, prior to the time of purchase, inform the Selling Agent about the investor's eligibility for the waiver of the sales load and give the Distributor sufficient information to permit the Distributor to confirm that the investor qualifies for such a waiver. Notwithstanding any waiver, investors remain subject to eligibility requirements set forth in this Prospectus.

The availability of sales load waivers and discounts may depend on the particular financial intermediary or type of account in which you purchase or hold Fund shares. The Fund's sales load waivers and discounts disclosed in this Prospectus are available for qualifying purchases and are generally available through financial intermediaries unless otherwise specified. The sales load waivers, discounts and/or breakpoints available through certain other financial intermediaries are set forth in "Appendix - Financial Intermediary-Specific Sales Load Waivers and Discounts" of this Prospectus, which may differ from those available for purchase made directly from the Distributor. Please contact your financial intermediary for more information regarding applicable sales load waivers, discounts and/or breakpoints available to you and the financial intermediary's related policies and procedures.

The minimum initial investment in the Fund is $25,000 for Class A Shares and $25,000 for Class I Shares, and the minimum additional investment in the Fund is $10,000 for each Share Class.

The minimum initial and additional investments may be reduced by either the Fund or the Distributor in the discretion of each for certain investors based on consideration of various factors, including the investor's overall relationship with the Adviser or Distributor, the investor's holdings in other funds affiliated with the Adviser or Distributor, and such other matters as the Adviser or Distributor may consider relevant at the time. The minimum initial and additional investments may also be reduced by either the Fund or the Distributor in the discretion of each for clients of certain registered investment advisers and other financial intermediaries based on consideration of various factors, including the registered investment adviser or other financial intermediary's overall relationship with the Adviser or Distributor, the type of distribution channels offered by the intermediary and such other factors as the Adviser or Distributor may consider relevant at the time.

In addition, the Fund may, in the sole discretion of the Adviser or Distributor, aggregate the accounts of clients of registered investment advisers and other financial intermediaries whose clients invest in the Fund for purposes of determining satisfaction of minimum investment amounts. At the discretion of the Adviser or the Distributor, the Fund may also aggregate the accounts of clients of certain registered investment advisers and other financial intermediaries across Share Classes for purposes of determining satisfaction of minimum investment amounts for a specific Share Class. The aggregation of accounts of clients of registered investment advisers and other financial intermediaries for purposes of determining satisfaction of minimum investment amounts for the Fund or for a specific Share Class may be based on consideration of various factors, including the registered investment adviser or other financial intermediary's overall relationship with the Adviser or Distributor, the type of distribution channels offered by the intermediary and such other factors as the Adviser or Distributor may consider relevant at the time.

The Fund will accept initial and additional purchases of Shares as of the first business day of each month, and proceeds relating to such purchases will represent the Fund's capital and become the Fund's assets on such business day.

Any Selling Agent or any RIA that invests in or recommends Shares for a client, may impose additional eligibility requirements for investors who purchase Shares through such Selling Agent. The Fund will notify Shareholders of any changes in the investors that are eligible for such reductions. The Fund may repurchase all of the Shares held by a Shareholder if the Shareholder's account balance in the Fund is less than $10,000 for Class A Shares and $10,000 for Class I Shares.

Initial and any additional purchases of Shares of the Fund by any Shareholder must be made either via wire transfer of funds or by check. Payment for each purchase (initial or subsequent) of Shares must be made in one installment.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means for each Shareholder: When you open an account, the Fund will ask your name, address, date of birth and other information that will allow the Fund to identify you. If the Fund is unable to verify your identity, the Fund reserves the right to restrict additional transactions and/or liquidate your account at the next calculated net asset value after your account is closed (less any applicable sales/account charges and/or tax penalties) or take any other action required by law. The Fund has implemented an anti-money laundering compliance program, which includes designation of an anti-money laundering compliance officer.

Exchange of Shares Between Classes

An investor may be permitted to exchange Shares between Classes, provided that, among other things: (1) the investor's aggregate investment would have met the minimum initial investment requirements in the applicable Class at the time of purchase and continues to meet those requirements; (2) the Shares are otherwise available for offer and sale; and (3) the investment meets all other requirements for investing in the applicable Class. When an individual investor cannot meet the initial investment requirements of the applicable Class, exchanges of Shares from one Class to the applicable Class may be permitted if such investor's investment is made by an intermediary that has discretion over the account and has invested other clients' assets in the Fund, which when aggregated together with such investor's investment, meet the initial investment requirements for the applicable Class. Investors will not be charged any fees by the Fund for such exchanges, nor shall any intermediary charge any fees for such exchanges. Ongoing fees and expenses incurred by a given Class will differ from those of other share Classes, and an investor receiving new Shares in an exchange may be subject to higher or lower total expenses following such exchange. Exchange transactions will be effected only into an identically registered account. While exchange transactions between share classes of the Fund are generally not taxable for federal income tax purposes, investors should consult their tax advisors as to the federal, foreign, state and local tax consequences of an exchange. The Fund also reserves the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange.

Eligible Investors

Qualifications that must be met in becoming a Shareholder are set out in the application form that must be completed by each prospective investor. The Distributor or a Selling Agent that offers Shares, or an RIA that invests in or recommends Shares for a client, may impose additional eligibility requirements for investors who purchase Shares through the Distributor, such Selling Agent, or such RIA. See "Plan of Distribution".

REPURCHASES AND TRANSFERS OF SHARES

No Right of Redemption

No Shareholder or other person holding Shares acquired from a Shareholder has the right to require the Fund to repurchase any Shares. No public market for Shares exists, and none is expected to develop in the future.Consequently, Shareholders may not be able to liquidate their investment other than as a result of repurchases of Shares by the Fund, as described below.

Limited Repurchases of Shares by the Fund

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, subject to the Board's discretion, that the Fund conduct repurchases on a quarterly basis as of the end of each calendar quarter, so that they would occur as of each quarter, although the Board may not authorize a repurchase offer for any quarter for liquidity or other reasons. It is also expected that the Adviser will recommend to the Board, subject to the Board's discretion, 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.

There is no minimum amount of Shares that must be repurchased by the Fund in any repurchase offer. The Fund has no obligation to repurchase Shares at any time; any such repurchases will only be made at such times, in such amounts, and on such terms as may be determined by the Board of Trustees, in its sole discretion. In determining whether the Fund should offer to repurchase Shares from Shareholders, the Board of Trustees may consider the recommendation of the Adviser. If the Fund does not engage in repurchases, Shareholders may not have a source of liquidity for their Shares.

In determining whether to accept a recommendation to conduct a repurchase offer at any such time, the Adviser is expected to recommend that the Board of Trustees consider the following factors, among others:

●

whether any Shareholders have requested to tender Shares to the Fund and the apparent expectations of Shareholders;

●

the liquidity of the Fund's assets (including fees and costs associated with redeeming or otherwise withdrawing from Investment Funds and the anticipated price that will be earned);

●

the Adviser's investment plans for the Fund;

●

working capital and potential commitments of the Fund;

●

the amount of the tenders in relation to the size of the Fund;

●

the history of the Fund in repurchasing Shares;

●

the availability of information as to the value of the Fund's Shares in underlying Investment Funds;

●

the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs; and

●

any anticipated tax consequences to the Fund of any proposed repurchases of Shares.

The Fund will repurchase Shares from Shareholders pursuant to written tenders on terms and conditions that the Board of Trustees determines to be fair to the Fund and to all Shareholders. When the Board of Trustees determines that the Fund will repurchase Shares, notice will be provided to Shareholders describing the terms of the offer, containing information Shareholders should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate. If a repurchase offer is oversubscribed by Shareholders who tender Shares, the Fund may repurchase a pro rata portion of the Shares tendered by each Shareholder. The Fund may also extend the repurchase offer, or take any other action with respect to the repurchase offer permitted by applicable law.

Repurchases of Shares from Shareholders by the Fund will be paid in cash. Repurchases will be effective after receipt and acceptance by the Fund of eligible written tenders of Shares from Shareholders by the applicable repurchase offer deadline in accordance with the terms set forth in the documentation for the applicable tender offer. The Fund does not impose any charges in connection with repurchases of Shares.

Shares will be repurchased by the Fund after the Management Fee has been deducted from the Fund's assets as of the end of the quarter in which the repurchase occurs - i.e., the accrued Management Fee for the quarter in which Fund Shares are to be repurchased is deducted prior to effecting the relevant repurchase of Fund Shares.

The determination of the value of Shares as of the Quarter-End Valuation Date is subject to adjustment based upon information received, including information from the Investment Managers of the Investment Funds, after the Quarter-End Valuation Date about the value of assets of the Fund as of the applicable Quarter-End Valuation Date.

The Fund reserves the right to withhold up to 10% of the estimated payment until after the completion of the annual audit of the Fund's financial statements, when it will be promptly paid. If this occurs, a Shareholder could wait as long as approximately 14 months to receive the second payment installment. However, the Fund does not currently intend to withhold any amount of the payment beyond the payment date.

A 2% early repurchase fee (an "Early Repurchase Fee") will be charged by the Fund with respect to any repurchase of Shares from a Shareholder at any time prior to the one-year anniversary of the Shareholder's purchase of Shares. Shares tendered for repurchase and subject to the Early Repurchase Fee will be treated as having been repurchased on a "first-in, first-out" basis. Any Early Repurchase Fee charged to Shareholders will be retained by the Fund and will benefit the Fund's remaining Shareholders. An Early Repurchase Fee will not be charged where Shares are tendered for repurchase under the following circumstances: (i) Shareholder death or disability; (ii) pursuant to an asset allocation program, wrap fee program or other investment program offered by a financial institution where investment decisions are made on a discretionary basis by investment professionals; and (iii) pursuant to an automatic non-discretionary rebalancing program.

If modification of the Fund's repurchase procedures as described above is deemed appropriate by the Board or if necessary to comply with regulatory requirements, the Board of Trustees will adopt revised procedures that could adversely affect the liquidity for Shares in relation to the procedures described above. The Fund's investments in Investment Funds are subject to lengthy lock-up periods during which the Fund will not be able to dispose of such investments except through secondary transactions with third parties, which may occur at a significant discount to net asset value and which may not be available at any given time. There is no assurance that third parties will engage in such secondary transactions and the Fund may require and be unable to obtain the Investment Fund's consent to effect such transactions. The Fund may need to suspend or postpone repurchase offers if it is not able to dispose of its interests in Investment Funds in a timely manner.

Upon its acceptance of tendered Shares for repurchase, the Fund will maintain daily on its books a segregated account consisting of (i) cash or (ii) liquid securities (or any combination of the foregoing), in an amount equal to the aggregate estimated unpaid dollar amount of the Promissory Notes issued to Shareholders tendering Shares.

Payment for repurchased Shares may require the Fund to liquidate portfolio holdings earlier than the Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase the Fund's investment-related expenses as a result of higher portfolio turnover rates. The Adviser intends to take measures, subject to policies as may be established by the Board of Trustees, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of Shares. In addition, although the Fund does not expect to sell its interests in Investment Funds to satisfy repurchase offers, in the event the Fund needs to sell its interests, the Fund may not be able to dispose of such investments except through secondary transactions with third parties, which may occur at a significant discount to net asset value and which may not be available at any given time.

A Shareholder tendering for repurchase only a portion of the Shareholder's Shares will be required to maintain an account balance of at least $10,000 for Class A Shares and for Class I Shares, respectively, after giving effect to the repurchase. If a Shareholder tenders an amount that would cause the Shareholder's account balance to fall below the required minimum, the Fund reserves the right to repurchase all of a Shareholder's Shares at any time if the aggregate value of such Shareholder's Shares is, at the time of such compulsory repurchase, less than the minimum initial investment applicable for the Fund. This right of the Fund to repurchase Shares compulsorily may be a factor that Shareholders may wish to consider when determining the extent of any tender for purchase by a Fund.

In the event that the Adviser or any of its affiliates hold Shares in the capacity of a Shareholder, the Shares may be tendered for repurchase in connection with any repurchase offer made by the Fund. The Fund may not be suitable as the sole investment for investors who require minimum annual distributions from a retirement account through which they hold Shares.

Repurchase Threshold

The Fund has agreed to provide Shareholders with a minimum Repurchase Threshold which shall be tested on a quarterly basis and which shall be met if either of the following conditions is satisfied over the period encompassed by the most recent four fiscal quarters:

(1)

the Fund offers one quarterly repurchase of its Shares in which all Shares that were tendered by Shareholders are repurchased by the Fund at the net asset value calculated on the date on which the Fund accepts the tender; or

(2)

an amount of shares equal to at least 12% of the Fund's average number of outstanding Shares not subject to a redemption penalty over the period have been repurchased by the Fund at the net asset value calculated on the date on which the Fund accepts the tender.

If neither condition of the Repurchase Threshold has been satisfied over the most recent four fiscal quarters, or a repurchase offer period ends with more than 50% of the Fund's outstanding Shares having been tendered in response to that repurchase offer, the Fund's Board of Trustees will call a special meeting of Shareholders at which Shareholders will be asked to vote on whether to liquidate the Fund. See "Voting" and "More Information about the Fund". If Shareholders do not vote to liquidate the Fund, testing of the Repurchase Threshold will be suspended and will be resumed at the close of the fourth fiscal quarter end following such vote. If Shareholders do vote to liquidate the Fund, the Adviser will seek to liquidate the Fund's assets over a three-year period, after which the Adviser will waive the Management Fee otherwise payable by the Fund.

Transfers of Shares

Shares may be transferred only:

●

by operation of law as a result of the death, bankruptcy, insolvency, adjudicated incompetence or dissolution of the Shareholder; or

●

under certain limited circumstances, with the written consent of the Fund, which may be withheld in its sole discretion and is expected to be granted, if at all, only under extenuating circumstances.

The Fund generally will not consent to a transfer of Shares by a Shareholder unless the transfer is to a transferee who represents that the transferee is an eligible investor, and, after the transfer, the value of the Shares held in the account of each of the transferee and transferor is at least $10,000 for Class A Shares and for Class I Shares, respectively. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys' and accountants' fees, incurred by the Fund in connection with the transfer. In connection with any request to transfer Shares, the Fund or Distributor may require the Shareholder requesting the transfer to obtain, at the Shareholder's expense, an opinion of counsel acceptable to the Fund or Distributor as to such matters as the Fund may reasonably request.

In subscribing for Shares, a Shareholder agrees to indemnify and hold harmless the Fund, the Board of Trustees, the Adviser, the Distributor, each other Shareholder and any of their affiliates against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which those persons may become subject by reason of, or arising from, any transfer made by that Shareholder in violation of these provisions or any misrepresentation made by that Shareholder or a substituted Shareholder in connection with any such transfer.

TAX MATTERS

The following is a summary of certain U.S. federal income tax considerations relevant to the acquisition, holding and disposition of Shares. This discussion offers only a brief outline of the federal income tax consequences of investing in the Fund and is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. The discussion is limited to persons who hold their Shares as capital assets (generally, property held for investment) for U.S. federal income tax purposes. This summary does not address all of the federal income tax consequences that may be relevant to a particular Shareholder or to Shareholders who may be subject to special treatment under federal income tax laws. No ruling has been or will be obtained from the Internal Revenue Service ("IRS") regarding any matter relating to the Fund or the Shares. No assurance can be given that the IRS would not assert a position contrary to any of the tax aspects described below. The discussion set forth herein does not constitute tax advice. Prospective Shareholders and Shareholders must consult their own tax advisors as to the federal income tax consequences of the acquisition, holding and disposition of Shares of the Fund, as well as the effects of state, local and non-U.S. tax laws.

UNLESS OTHERWISE INDICATED, REFERENCES IN THIS DISCUSSION TO THE FUND'S INVESTMENTS, ACTIVITIES, INCOME, GAIN AND LOSS, INCLUDE THE DIRECT INVESTMENTS, ACTIVITIES, INCOME, GAIN AND LOSS OF THE FUND, AS WELL AS THOSE INDIRECTLY ATTRIBUTABLE TO THE FUND AS A RESULT OF THE FUND'S INVESTMENT IN ANY INVESTMENT FUND (OR OTHER ENTITY) THAT IS PROPERLY CLASSIFIED AS A PARTNERSHIP OR DISREGARDED ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES (AND NOT AN ASSOCIATION OR PUBLICLY TRADED PARTNERSHIP TAXABLE AS A CORPORATION).

Qualification as a Regulated Investment Company; Tax Treatment

It is expected that the Fund will qualify for treatment each taxable year as a RIC under the Code. If the Fund so qualifies and distributes each taxable year to Shareholders dividends of an amount at least equal to the sum of 90% of its investment company taxable income (which includes, among other items, dividends, interest and net short-term capital gains in excess of net long-term capital losses, but determined without regard to the deduction for dividends paid) plus 90% of any net tax-exempt income for the Fund's taxable year, the Fund will not be subject to U.S. federal corporate income taxes on any amounts it distributes as dividends, including distributions (if any) derived from the Fund's net capital gain (i.e., the excess of the net long-term capital gains over net short-term capital losses) to Shareholders. The Fund intends to distribute to its Shareholders, at least annually, substantially all of its investment company taxable income, net tax-exempt income, and net capital gains.

In addition, amounts not distributed on a timely basis in accordance with a calendar year distribution requirement, described below, are subject to a nondeductible 4% excise tax. To preclude the imposition of the excise tax, the Fund generally must distribute in respect of each calendar year an amount at least equal to the sum of (1) 98% of its ordinary income (taking into account certain deferrals and elections), determined on a calendar year basis, (2) 98.2% of its capital gain net income (which is generally determined on the basis of the one-year period ending on October 31st of such calendar year and adjusted for certain ordinary losses), and (3) any ordinary income and capital gain net income from previous years that was not distributed during those years and on which the Fund incurred no U.S. federal income tax. For federal income tax purposes, dividends declared by the Fund in October, November or December to shareholders of record on a specified date in such a month and paid during January of the following calendar year are generally recognized by such shareholders, and deductible by the Fund, as if paid on December 31 of the calendar year declared. The Fund may make distributions sufficient to avoid imposition of the excise tax, although there can be no assurance that it will be able to do so. In addition, under certain circumstances, the Fund may decide that it is in its best interest to retain a portion of its income or capital gain rather than distribute such amount as a dividend for U.S. federal income tax purposes and, accordingly, cause the Fund to be subject to the excise tax.

In order to qualify as a RIC, the Fund must, among other things: (a) derive in each taxable year (the "gross income test") at least 90% of its gross income from (i) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stocks, securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stocks, securities or currencies and (ii) net income from interests in "qualified publicly traded partnerships" (as defined in the Code) (all such income items, "qualifying income"); and (b) diversify its holdings (the "asset diversification test") so that, at the end of each quarter of the taxable year, (i) at least 50% of the value of the Fund's total assets is represented by cash and cash items (including receivables), U.S. Government securities, the securities of other RICs and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the Fund's total assets and not greater than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities (other than U.S. Government securities or the securities of other RICs) of a single issuer, two or more issuers that the Fund controls and that are engaged in the same, similar or related trades or businesses or one or more "qualified publicly traded partnerships" (as defined in the Code).

For the purpose of determining whether the Fund satisfies the gross income test, the character of the Fund's distributive share of items of income, gain and loss derived through any Investment Funds that are properly treated as partnerships for U.S. federal income tax purposes (other than certain publicly traded partnerships) generally will be determined as if the Fund realized its distributive share of such tax items in the same manner as realized by those Investment Funds. Similarly, for the purpose of the asset diversification test, the Fund, in appropriate circumstances, will "look through" to the assets held by the Fund and such Investment Funds.

A RIC that fails the gross income test for a taxable year shall nevertheless be considered to have satisfied the test for such taxable year if (i) the RIC satisfies certain procedural requirements, and (ii) the RIC's failure to satisfy the gross income test is due to reasonable cause and not due to willful neglect. However, in such case, a tax is imposed on the RIC for the taxable year in which, absent the application of the above cure provision, it would have failed the gross income test equal to the amount by which the RIC's non-qualifying gross income exceeds one-ninth of the RIC's qualifying gross income, each as determined for purposes of applying the gross income test for such taxable year.

Additionally, a RIC that fails the asset diversification test as of the end of a quarter shall nevertheless be considered to have satisfied the test as of the end of such quarter in the following circumstances. If the RIC's failure to satisfy the asset diversification test at the end of the quarter is due to the ownership of assets the total value of which does not exceed the lesser of (i) one percent of the total value of the RIC's assets at the end of such quarter, and (ii) $10,000,000 (a "de minimis failure"), the RIC shall be considered to have satisfied the asset diversification test as of the end of such quarter if, within six months of the last day of the quarter in which the RIC identifies that it failed the asset diversification test (or such other prescribed time period), the RIC either disposes of assets in order to satisfy the asset diversification test, or otherwise satisfies the asset diversification test.

In the case of a failure to satisfy the asset diversification test at the end of a quarter under circumstances that do not constitute a de minimis failure, a RIC shall nevertheless be considered to have satisfied the asset diversification test as of the end of such quarter if (i) the RIC satisfies certain procedural requirements; (ii) the RIC's failure to satisfy the asset diversification test is due to reasonable cause and not due to willful neglect; and (iii) within six months of the last day of the quarter in which the RIC identifies that it failed the asset diversification test (or such other prescribed time period), the RIC either disposes of the assets that caused the asset diversification failure in order to satisfy the asset diversification test, or otherwise satisfies the asset diversification test. However, in such case, a tax is imposed on the RIC, at the highest stated corporate income tax rate, on the net income generated by the assets that caused the RIC to fail the asset diversification test during the period for which the asset diversification test was not met. In all events, however, such tax will not be less than $50,000.

If, subsequent to the first taxable quarter end of the first taxable year in which the Fund has elected to be subject to U.S. federal tax as a RIC, but before the end of any other taxable quarter of the Fund's taxable year, the Fund believes that it may fail the asset diversification test, the Fund may seek to take certain actions to avert such a failure. However, the action frequently taken by RICs to avert such a failure (i.e., the disposition of non-diversified assets) may be difficult for the Fund to pursue because of the limited liquidity of the interests in the Investment Funds. While the Code generally affords the Fund a 30-day period after the end of the relevant quarter in which to cure a diversification failure by disposing of non-diversified assets, the constraints on the Fund's ability to do so may limit utilization of this cure period and, possibly, the extended cure period discussed above.

If the Fund does not qualify as a RIC, it will be subject to tax as an ordinary corporation. In that case, all of its taxable income would be subject to U.S. federal income tax at regular corporate rates without any deduction for distributions to Shareholders. In addition, all distributions (including distributions of net capital gain) would be characterized by their recipients as dividend income to the extent of the Fund's current and accumulated earnings and profits.

Distributions

The Fund will ordinarily declare and pay dividends from its net investment income and distribute net realized capital gains, if any, once a year. The Fund, however, may make distributions on a more frequent basis to comply with the distribution requirements of the Code, in all events in a manner consistent with the provisions of the 1940 Act. After the end of each calendar year, Shareholders will be provided information regarding the amount and character of distributions actually and deemed received from the Fund during the calendar year.

Shareholders will normally be subject to U.S. federal income taxes, and any state and/or local income taxes, on any dividends or other distributions that they receive from the Fund. Dividends from net investment income and net short-term capital gain generally will be characterized as ordinary dividend income (which generally cannot be offset with capital losses from other sources), and, to the extent attributable to dividends from U.S. corporations, may be eligible for a dividends-received deduction for certain Shareholders that are corporations. Further, to the extent the dividends are attributable to dividends from U.S. corporations and certain foreign corporations, such dividends may, in certain cases, be eligible for treatment as "qualified dividend income," which is subject to tax at rates equivalent to long-term capital gain tax rates, by Shareholders that are individuals. Distributions from net capital gain (typically referred to as "capital gain dividends") will be characterized as long-term capital gain, regardless of how long Shares have been held by the Shareholder, and will not be eligible for the dividends-received deduction or treatment as "qualified dividend income". However, if the Shareholder received any long-term capital gain distributions in respect of the repurchased Shares (including, for this purpose, amounts credited as undistributed capital gains in respect of those Shares) and held the repurchased Shares for six months or less, any loss realized by the Shareholder upon the repurchase will be treated as long-term capital loss to the extent that it offsets the long-term capital gain distributions. Distributions by the Fund that are or are considered to be in excess of the Fund's current and accumulated earnings and profits for the relevant period will be treated as a tax-free return of capital to the extent of (and in reduction of) a Shareholder's tax basis in its Shares and any such amount in excess of such tax basis will be treated as gain from the sale of Shares, as discussed below. Similarly, as discussed below at "Income from Repurchases and Transfers of Shares," if a repurchase of a Shareholder's Shares does not qualify for sale or exchange treatment, the Shareholder may, in connection with such repurchase, be treated as having received, in whole or in part, a taxable dividend, a tax-free return of capital or taxable capital gain, depending on (i) whether the Fund has sufficient earnings and profits to support a dividend and (ii) the Shareholder's tax basis in the relevant Shares repurchased. In such case, the tax basis in the Shares repurchased by the Fund, to the extent remaining after any dividend and return of capital distribution with respect to those Shares, will be transferred to any remaining Shares held by the Shareholder.

The tax treatment of dividends and capital gain distributions will generally be the same whether the Shareholder takes them in cash or reinvests them to buy additional Shares.

The Fund may elect to retain its net capital gain or a portion thereof for investment and be subject to tax at the regular corporate rate on the amount retained. In such case, it may report the retained amount as undistributed capital gains to its Shareholders, who will be treated as if each Shareholder received a distribution of his or her pro rata share of such gain, with the result that each Shareholder will (i) be required to report his or her pro rata share of such gain on his or her tax return as long-term capital gain, (ii) receive a refundable tax credit for his or her pro rata share of tax paid by the Fund on the gain, and (iii) increase the tax basis for his or her Shares by an amount equal to the deemed distribution of such gain less the tax credit.

Certain distributions reported by the Fund as section 163(j) interest dividends may be treated as interest income by the Shareholders for purposes of the tax rules applicable to interest expense limitations under section 163(j) of the Code. Such treatment by the Shareholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends declared by money market funds and certain other funds that declare dividends daily and pay such dividends on a monthly or more frequent basis. The amount that the Fund is eligible to report as a section 163(j) dividend for a tax year is generally limited to the excess of the Fund's business interest income over the sum of the Fund's (i) business interest expense and (ii) other deductions properly allocable to the Fund's business interest income.

An additional 3.8% tax may be imposed in respect of the net investment income of certain individuals and on the undistributed net investment income of certain estates and trusts in excess of certain threshold amounts. For these purposes, "net investment income" will generally include, among other things, dividends (including dividends paid with respect to the Shares to the extent paid out of the Fund's current or accumulated earnings and profits as determined under U.S. federal income tax principles) and net gain attributable to the disposition of property not held in a trade or business (which could include net gain from the sale, exchange or other taxable disposition of Shares), but will be reduced by any deductions properly allocable to such income or net gain. Shareholders are advised to consult their own tax advisors regarding the additional taxation of net investment income.

Income from Repurchases and Transfers of Shares

A repurchase or transfer of Shares by the Fund generally will be treated as a taxable transaction to the Shareholder for federal income tax purposes, either as a "sale or exchange," or, under certain circumstances, as a "dividend". In general, a repurchase of a Shareholder's Shares by the Fund should be treated as a sale or exchange of the Shares if the receipt of cash results in a meaningful reduction in the Shareholder's proportionate interest in the Fund or results in a "complete redemption" of the Shareholder's Shares, in each case applying certain constructive ownership rules. Alternatively, if a Shareholder does not tender all of his or her Shares, such repurchase may not be treated as a sale or exchange for U.S. federal income tax purposes, and the gross amount of such repurchase may constitute a dividend to the Shareholder to the extent of such Shareholder's pro rata share of the Fund's current and accumulated earnings and profits.

If the repurchase or transfer of a Shareholder's Shares qualifies for sale or exchange treatment, the Shareholder will recognize gain or loss equal to the difference between the amount received in exchange for the repurchased or transferred Shares and the adjusted tax basis of those Shares. Such gain or loss will be capital gain or loss if the repurchased or transferred Shares were held by the Shareholder as capital assets, and generally will be treated as long-term capital gain or loss if the repurchased or transferred Shares were held by the Shareholder for more than one year, or as short-term capital gain or loss if the repurchased or transferred Shares were held by the Shareholder for one year or less.

Notwithstanding the foregoing, any capital loss realized by a Shareholder will be disallowed to the extent the Shares repurchased or transferred by the Fund are replaced (including through reinvestment of dividends) either with Shares or substantially identical securities within a period of 61 days beginning 30 days before and ending 30 days after the repurchase or transfer of the Shares. If disallowed, the loss will be reflected in an upward adjustment to the tax basis of the Shares acquired. The deductibility of capital losses is subject to statutory limitations.

If the repurchase of a Shareholder's Shares by the Fund does not qualify for sale or exchange treatment, the Shareholder may be treated as having received, in whole or in part, a taxable dividend, a tax-free return of capital or taxable capital gain, depending on (i) whether the Fund has sufficient earnings and profits to support a dividend and (ii) the Shareholder's tax basis in the relevant Shares. The tax basis in the Shares repurchased by the Fund, to the extent remaining after any dividend and return of capital distribution with respect to those Shares, will be added to the tax basis of any remaining Shares held by the Shareholder. In such a case, there is a risk that Shareholders who are not seeking to have their Shares repurchased, and Shareholders who seek to have some but not all of their Shares or fewer than all of whose Shares are repurchased, in each case whose percentage interests in the Fund increase as a result of such repurchase offer, will be treated as having received a taxable distribution from the Fund. The extent of such risk will vary depending upon the particular circumstances of the share repurchase program, and in particular whether such program is a single and isolated event or is part of a plan for periodically repurchasing Shares of the Fund.

The Fund generally will be required to report to the IRS and each Shareholder the cost basis and holding period for each respective Shareholder's Shares repurchased or transferred by the Fund. The Fund has elected the average cost method as the default cost basis method for purposes of this requirement. If a Shareholder wishes to accept the average cost method as its default cost basis calculation method in respect of Shares in its account, the Shareholder does not need to take any additional action. If, however, a Shareholder wishes to affirmatively elect an alternative cost basis calculation method in respect of its Shares, the Shareholder must contact the Fund's Administrator to obtain and complete a cost basis election form. The cost basis method applicable to a particular Share repurchase or transfer may not be changed after the valuation date established by the Fund in respect of that repurchase or transfer. Shareholders should consult their tax advisors regarding their cost basis reporting options and to obtain more information about how the cost basis reporting rules apply to them.

A sale of Shares, other than in the context of a repurchase or transfer of Shares by the Fund, generally will have the same tax consequences as described above in respect of a Share repurchase that qualifies for "sale or exchange" treatment.

If a Shareholder recognizes a loss with respect to Shares in excess of certain prescribed thresholds (generally, $2 million or more for an individual Shareholder or $10 million or more for a corporate Shareholder), the Shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct owners of portfolio securities are in many cases excepted from this reporting requirement, but, under current guidance, equity owners of RICs are not excepted. The fact that a loss is reportable as just described does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholder s should consult their tax advisors to determine the applicability of this reporting requirement in light of their particular circumstances.

The Fund's use of cash to repurchase shares could adversely affect its ability to satisfy the distribution requirements for treatment as a RIC. The Fund could also recognize income in connection with its liquidation of portfolio securities to fund Share repurchases. Any such income would be taken into account in determining whether the distribution requirements are satisfied, and to the extent that additional distributions are required, could generate additional taxable income for those Shareholders receiving such additional distributions. Furthermore, if the Fund is unable to liquidate portfolio securities in a manner that would enable the Fund to meet the income and asset diversification tests, the Fund could fail to qualify as a RIC, with the adverse consequences as set forth above.

Other Considerations

There is a possibility that the Fund may from time to time be considered under the Code to be a non-publicly offered regulated investment company. Certain expenses of non-publicly offered regulated investment companies, including the Management Fee, may not be deductible by certain Shareholders, generally including individuals and entities that compute their taxable income in the same manner as individuals (thus, for example, a qualified pension plan would not be subject to this rule). Such a Shareholder's pro rata portion of the affected expenses will be treated as an additional dividend to the Shareholder and, for taxable years beginning before 2026, generally will not be deductible by the Shareholder. For taxable years beginning in 2026 or later, such additional dividend will be subject to the 2% "floor" on miscellaneous itemized deductions and generally would not be deductible in determining a Shareholder's alternative minimum tax liability and may be subject to other limitations on itemized deductions set forth in the Code. A "non-publicly offered regulated investment company" is a RIC whose equity interests are neither (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market, nor (iii) held by at least 500 persons at all times during the RIC's the taxable year.

Fund Investments

It is intended that the Fund will allocate a significant portion of its assets to Investment Funds, some of which may be classified as partnerships for U.S. federal income tax purposes.

An entity that is properly classified as a partnership (and not an association or publicly traded partnership taxable as a corporation) is not itself subject to federal income tax. Instead, each partner of the partnership is required to take into account its distributive share of the partnership's net capital gain or loss, net short-term capital gain or loss and its other items of ordinary income or loss (including all items of income, gain, loss and deduction allocable to that partnership from investments in other partnerships) for each taxable year of the partnership ending with or within the partner's taxable year. Each such item will have the same character to a partner, and will generally have the same source (either United States or foreign), as though the partner realized the item directly. Partners of a partnership must report these items regardless of the extent to which, or whether, the partnership or the partners receive cash distributions with respect to such items. Accordingly, the Fund may be required to recognize items of taxable income and gain prior to the time that any corresponding cash distributions are made to or by the Fund and certain Investment Funds (including in circumstances where investments by the Investment Funds, such as investments in debt instrument with "original issue discount," generate income prior to a corresponding receipt of cash). In such case, the Fund may have to dispose of interests in Investment Funds that it would otherwise have continued to hold, or devise other methods of cure, to the extent certain Investment Funds earn income of a type that is not qualifying income for purposes of the gross income test or hold assets that could cause the Fund not to satisfy the RIC asset diversification test.

UNLESS OTHERWISE INDICATED, REFERENCES IN THIS DISCUSSION TO THE FUND'S INVESTMENTS, ACTIVITIES, INCOME, GAIN AND LOSS, INCLUDE THE DIRECT INVESTMENTS, ACTIVITIES, INCOME, GAIN AND LOSS OF BOTH THE FUND, AS WELL AS THOSE INDIRECTLY ATTRIBUTABLE TO THE FUND AS A RESULT OF THE FUND'S INVESTMENT IN ANY INVESTMENT FUND (OR OTHER ENTITY) THAT IS PROPERLY CLASSIFIED AS A PARTNERSHIP OR DISREGARDED ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES (AND NOT AN ASSOCIATION OR PUBLICLY TRADED PARTNERSHIP TAXABLE AS A CORPORATION).

Ordinarily, gains and losses realized from portfolio transactions will be characterized as capital gains and losses. However, pursuant to Section 988 of the Code, all or a portion of the gain or loss realized from the disposition of foreign currencies (including foreign currency denominated bank deposits) and non-U.S. dollar denominated securities (including debt instruments, certain futures or forward contracts and options, and similar financial instruments) generally will be characterized as ordinary income or loss. Section 988 of the Code similarly provides that gains or losses attributable to fluctuations in exchange rates that occur between the time the Fund accrues interest or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time such receivables are collected or the time that the liabilities are paid generally will be characterized as ordinary income or loss. In addition, all or a portion of any gains realized from the sale or other disposition of certain market discount bonds will be characterized as ordinary income. Finally, all or a portion of the gain realized from engaging in "conversion transactions" (as defined in the Code to include certain transactions designed to convert ordinary income into capital gain) generally will be characterized as ordinary income.

Hedging and Derivative Transactions

Offsetting positions held by the Fund, or the Investment Funds, involving certain financial futures or forward contracts or options transactions with respect to actively traded personal property may be considered, for tax purposes, to constitute "straddles". In addition, investments by the Fund in particular combinations of Investment Funds may also be treated as a "straddle". To the extent the straddle rules apply to positions established by the Fund, or the Investment Funds, losses realized by the Fund may be deferred to the extent of unrealized gain in the offsetting positions. Further, short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gains on straddle positions may be treated as short-term capital gains or ordinary income. Certain of the straddle positions held by the Fund, or the Investment Funds, may constitute "mixed straddles". One or more elections may be made in respect of the federal income tax treatment of "mixed straddles," resulting in different tax consequences. In certain circumstances, the provisions governing the tax treatment of straddles override or modify certain of the provisions discussed above.

If the Fund, or possibly an Investment Fund, either (1) holds an appreciated financial position with respect to stock, certain debt obligations or partnership interests ("appreciated financial position"), and then enters into a short sale, futures, forward, or offsetting notional principal contract (collectively, a "Contract") with respect to the same or substantially identical property, or (2) holds an appreciated financial position that is a Contract and then acquires property that is the same as, or substantially identical to, the underlying property, the Fund generally will be taxed as if the appreciated financial position were sold at its fair market value on the date the Fund, or such Investment Fund, enters into the financial position or acquires the property, respectively. The foregoing will not apply, however, to any transaction during any taxable year that otherwise would be treated as a constructive sale if the transaction is closed within 30 days after the end of that year and the appreciated financial position is held unhedged for 60 days after that closing (i.e., at no time during that 60-day period is the risk of loss relating to the appreciated financial position reduced by reason of certain specified transactions with respect to substantially identical or related property, such as by reason of an option to sell, being contractually obligated to sell, making a short sale or granting an option to buy substantially identical stock or securities).

If the Fund, or possibly an Investment Fund, enters into certain derivatives (including forward contracts, long positions under notional principal contracts, and related puts and calls) with respect to equity interests in certain pass-thru entities (including other RICs, real estate investment trusts, partnerships, real estate mortgage investment conduits and certain trusts and foreign corporations), long-term capital gain with respect to the derivative may be recharacterized as ordinary income to the extent it exceeds the long-term capital gain that would have been realized had the interest in the pass-thru entity been held directly during the term of the derivative contract. Any gain recharacterized as ordinary income will be treated as accruing at a constant rate over the term of the derivative contract and may be subject to an interest charge. The Treasury has authority to issue regulations expanding the application of these rules to derivatives with respect to debt instruments and/or stock in corporations that are not pass-thru entities.

Passive Foreign Investment Companies

The Fund may directly or indirectly hold equity interests in non-U.S. Investment Funds and/or non-U.S. Portfolio Companies that may be treated as "passive foreign investment companies" (each, a "PFIC"). The Fund may be subject to U.S. federal income tax, at ordinary income rates, on a portion of any "excess distribution" or gain from the disposition of such interests even if such income is distributed as a taxable dividend by the Fund to its Shareholders. Additional charges in the nature of interest may be imposed on the Fund in respect of deferred taxes arising from such distributions or gains. If an election is made to treat the PFIC as a "qualified electing fund" under the Code (a "QEF"), then the Fund would be required, in lieu of the foregoing requirements, to include in income each taxable year a portion of the QEF's ordinary earnings and net capital gain (at ordinary income and capital gains rates, respectively), even if not distributed to the Fund. If the QEF incurs losses for a taxable year, these losses will not pass through to the Fund and, accordingly, cannot offset other income and/or gains of the Fund. The QEF election may not be able to be made with respect to many PFICs because of certain requirements that the PFICs themselves would have to satisfy. Alternatively, in certain cases, an election can be made to mark-to-market at the end of each taxable year (as well as on certain other dates prescribed in the Code) the shares in a PFIC, with the result that unrealized gains are treated as though they were realized and reported as ordinary income. Any mark-to-market losses and any loss from an actual disposition of PFIC shares would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income with respect to such shares in prior taxable years. Under either election, the Fund might be required to recognize income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during the applicable taxable year and such income would nevertheless be subject to the distribution requirement and would be taken into account under prescribed timing rules for purposes of the 4% excise tax (described above). Dividends paid by PFICs will not be treated as "qualified dividend income". Income included by the Fund from a PFIC would constitute qualifying income for purposes of determining the Fund's ability to be subject to tax as a RIC only to the extent the PFIC makes a current-year distribution out of the earnings and profits to the Fund, or if some income is derived from the PFIC with respect to the Fund's business of investing in stock, securities or currencies. In certain cases, the Fund will be the party legally permitted to make the QEF election or the mark-to-market election in respect of indirectly held PFICs and, in such cases, will not have control over whether the party within the chain of ownership that is legally permitted to make the QEF or mark-to-market election will do so.

Controlled Foreign Corporations

If the Fund directly or indirectly holds greater than 10% of the interests treated as equity for U.S. federal income tax purposes in a foreign corporation that is treated as a controlled foreign corporation ("CFC"), the Fund may be treated as having received a deemed distribution (taxable as ordinary income) each taxable year from such foreign corporation in an amount equal to the Fund's pro rata share of the corporation's income for such taxable year (including both ordinary earnings and capital gains), whether or not the corporation makes an actual distribution during such taxable year. The Fund generally would be required to include the amount of a deemed distribution from a CFC when computing its investment company taxable income as well as in determining whether it satisfies the distribution requirements applicable to RICs, even to the extent the amount of the Fund's income deemed recognized from the CFC exceeds the amount of any actual distributions from the CFC and the proceeds received by the Fund from any sales or other dispositions of CFC stock during a taxable year. Income derived by the Fund from a CFC would generally constitute qualifying income for purposes of determining of the Fund's ability to be subject to tax as a RIC only to the extent the CFC makes current-year distributions of that income to the Fund out of the earnings and profits of the CFC, or if such income is derived from the CFC with respect to the Fund's business of investing in stock, securities or currencies. In general, a foreign corporation will be considered a CFC if greater than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. Shareholders. A "U.S. Shareholder," for this purpose, is any U.S. person that possesses (actually or constructively) 10% or more of the combined voting power or value of all classes of shares of a foreign corporation.

State and Local Taxes

In addition to the U.S. federal income tax consequences summarized above, Shareholders and prospective Shareholders should consider the potential state and local tax consequences associated with an investment in the Fund. The Fund may become subject to income and other taxes in states and localities based on the Fund's investments in entities that conduct business in those jurisdictions. Shareholders will generally be taxable in their state of residence with respect to their income or gains earned as dividends, or the amount of their investment in the Fund.

Foreign Taxes

The Fund's investment in non-U.S. stocks or securities may be subject to withholding and other taxes imposed by countries outside the United States. In that case, the Fund's yield on those stocks or securities would be decreased. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If more than 50% of the Fund's assets at year-end consists of the stock or securities of foreign corporations, the Fund may elect to permit its Shareholders to claim a credit or deduction on their income tax returns for their pro rata portion of qualified taxes paid or deemed paid by the Fund to foreign countries in respect of foreign stock or securities the Fund has held for at least the minimum period specified in the Code. In such a case, Shareholders of the Fund will include in gross income from foreign sources their pro rata shares of such taxes. The Fund does not expect to meet the requirements to make the election described above in respect of the treatment of foreign taxes.

Information Reporting and Backup Withholding

Information returns generally be filed with the IRS in connection with distributions made by the Fund to Shareholders unless Shareholders establish that they are exempt from such information reporting (e.g., by properly establishing that they are classified as corporations for U.S. federal tax purposes). Additionally, the Fund may be required to withhold, for U.S. federal income taxes, a portion of all taxable dividends and repurchase proceeds payable to Shareholders who fail to provide the Fund with their correct taxpayer identification numbers ("TINs") or who otherwise fail to make required certifications, or if the Fund or the Shareholder has been notified by the IRS that such Shareholder is subject to backup withholding. Certain Shareholders specified in the Code and the Treasury regulations promulgated thereunder are exempt from backup withholding, but may be required to demonstrate their exempt status. Backup withholding is not an additional tax. Any amounts withheld will be allowed as a refund or a credit against the Shareholder's federal income tax liability if the appropriate information is provided to the IRS.

Tax-Exempt Shareholders

Under current law, the Fund serves to "block" (that is, prevent the attribution to Shareholders of) unrelated business taxable income ("UBTI") from being realized by its tax-exempt Shareholders (including, among others, individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities). Notwithstanding the foregoing, a tax-exempt Shareholder could realize UBTI by virtue of its investment in Shares of the Fund if the tax-exempt Shareholder borrows to acquire its Shares. A tax-exempt Shareholder may also recognize UBTI if the Fund were to recognize "excess inclusion income" derived from direct or indirect investments in residual interests in real estate mortgage investment conduits or taxable mortgage pools. If a charitable remainder annuity trust or a charitable remainder unitrust (each as defined in Section 664 of the Code) has UBTI for a taxable year, a 100% excise tax on the UBTI is imposed on such trust. The foregoing discussion does not address all of the U.S. federal income tax consequences that may be applicable to a tax-exempt Shareholder as a result of an investment in the Fund. For example, certain tax-exempt private universities should be aware that they are subject to a 1.4% excise tax on their "net investment income" that is not otherwise taxed as UBTI, including income from interest, dividends, and capital gains. Tax-exempt Shareholders should consult with their tax advisors regarding an investment in the Fund.

Foreign Shareholders

U.S. taxation of a Shareholder who, as to the United States, is a nonresident alien individual, a foreign trust or estate, or a foreign corporation (each, a "Foreign Shareholder") as defined in the Code, depends on whether the income of the Fund is "effectively connected" with a U.S. trade or business carried on by the Foreign Shareholder.

Income Not Effectively Connected. If the income from the Fund is not "effectively connected" with a U.S. trade or business carried on by the Foreign Shareholder, distributions of investment company taxable income will generally be subject to a U.S. tax of 30% (or lower treaty rate, except in the case of any "excess inclusion income" allocated to the Foreign Shareholder), which tax is generally withheld from such distributions. However, dividends paid by the Fund that are "interest-related dividends" or "short-term capital gain dividends" will generally be exempt from such withholding, in each case to the extent the Fund properly reports such dividends to Foreign Shareholders. For these purposes, interest-related dividends and short-term capital gain dividends generally represent distributions of certain interest or short-term capital gains that would not have been subject to U.S. federal withholding tax at the source if received directly by a Foreign Shareholder, and that satisfy certain other requirements. Interest-related dividends do not include distributions paid in respect of a RIC's non-U.S. source interest income or its dividend income (or any other type of income other than generally non-contingent U.S.-source interest income received from unrelated obligors). In the case of shares of the Fund held through a financial intermediary, the financial intermediary may withhold U.S. federal income tax even if the Fund reports the payment as interest-related dividends or short-term capital gain dividends. There can be no assurance as to whether any of the Fund's distributions will be eligible for an exemption from withholding of U.S. federal income tax or, as to whether any of the Fund's distributions that are eligible, will be reported as such by the Fund.

Capital gain dividends and any amounts retained by the Fund which are properly reported by the Fund as undistributed capital gains will not be subject to U.S. tax at the rate of 30% (or lower treaty rate), unless the Foreign Shareholder is a nonresident alien individual and is physically present in the United States for more than 182 days during the taxable year and meets certain other requirements. However, this 30% tax on capital gains of nonresident alien individuals who are physically present in the United States for more than the 182 day period only applies in exceptional cases because any individual present in the United States for more than 182 days during the taxable year is generally treated as a resident for U.S. income tax purposes; in that case, he or she would be subject to U.S. income tax on his or her worldwide income at the graduated rates applicable to U.S. citizens, rather than the 30% tax.

Any capital gain that a Foreign Shareholder realizes upon a repurchase of Shares or otherwise upon a sale or exchange of Shares will ordinarily be exempt from U.S. tax unless, in the case of a Foreign Shareholder that is a nonresident alien individual, the gain is U.S. source income and such Foreign Shareholder is physically present in the United States for more than 182 days during the taxable year and meets certain other requirements.

Income Effectively Connected. If the income from the Fund is "effectively connected" with a U.S. trade or business carried on by a Foreign Shareholder, then distributions of investment company taxable income and capital gain dividends, any amounts retained by the Fund which are reported by the Fund as undistributed capital gains, and any gains realized upon the sale or exchange of Shares of the Fund will be subject to U.S. income tax at the graduated rates applicable to U.S. citizens, residents and domestic corporations. Corporate Foreign Shareholders may also be subject to the branch profits tax imposed by the Code.

In the case of a Foreign Shareholder, the Fund may be required to withhold U.S. federal income tax from distributions and repurchase proceeds that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate), unless the Foreign Shareholder certifies his foreign status under penalties of perjury or otherwise establishes an exemption (including, in general, furnishing an IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8ECI, IRS Form W-8IMY or IRS Form W-8EXP, or an acceptable substitute or successor form). See "Tax Matters - Information Reporting and Backup Withholding" above. In addition, dividend reinvestments will be made net of any applicable U.S. withholding taxes.

The tax consequences to a Foreign Shareholder entitled to claim the benefits of an applicable tax treaty may differ from those described herein.

Foreign Shareholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Fund.

The Fund is required to withhold U.S. tax (at a 30% rate) on payments of dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Foreign Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required.

Other Taxation

The foregoing represents a summary of the general tax rules and considerations affecting Shareholders as well as the Fund's operations, and neither purports to be a complete analysis of all relevant tax rules and considerations, nor does it purport to be a complete listing of all potential tax risks inherent in making an investment in the Fund. A Shareholder may be subject to other taxes, including but not limited to, other state, local and foreign taxes, estate and inheritance taxes, or intangible property taxes that may be imposed by various jurisdictions. The Fund also may be subject to additional state, local or foreign taxes that could reduce the amounts distributable to Shareholders. It is the responsibility of each Shareholder to file all appropriate tax returns that may be required. Fund Shareholders should consult their own tax advisors regarding the state, local and foreign tax consequences of an investment in Shares and the particular tax consequences to them of an investment in the Fund. In addition to the particular matters set forth in this section, tax-exempt entities should carefully review those sections of this Prospectus and its related SAI regarding liquidity and other financial matters to ascertain whether the investment objective of the Fund is consistent with their overall investment plans.

ERISA CONSIDERATIONS

Persons who are fiduciaries with respect to an employee benefit plan, individual retirement account ("IRA"), Keogh plan or other arrangement subject to ERISA, or the Code (an "ERISA Plan") should consider, among other things, the matters described below before determining whether to invest in the Fund. ERISA imposes certain general and specific responsibilities on persons who are fiduciaries with respect to an ERISA Plan, including prudence, diversification, prohibited transactions and other standards. In determining whether a particular investment is appropriate for an ERISA Plan, U.S. Department of Labor ("DOL") regulations provide that a fiduciary of an ERISA Plan must give appropriate consideration to, among other things, the role that the investment plays in the ERISA Plan's portfolio, taking into consideration whether the investment is designed reasonably to further the ERISA Plan's purposes, an examination of the risk and return factors, the portfolio's composition with regard to diversification, the liquidity and current total return of the portfolio relative to the anticipated cash flow needs of the ERISA Plan and the proposed investment in the Fund, the income tax consequences of the investment (see "Tax Matters" above) and the projected return of the Fund relative to the ERISA Plan's funding objectives.

Before investing the assets of an ERISA Plan in the Fund, an ERISA Plan fiduciary should determine whether such an investment is consistent with its fiduciary responsibilities and the foregoing regulations. The fiduciary should, for example, consider whether an investment in the Fund may be too illiquid or too speculative for its ERISA Plan, and whether the assets of the ERISA Plan would be sufficiently diversified if the investment is made. If a fiduciary with respect to any such ERISA Plan breaches his or her responsibilities with regard to selecting an investment or an investment course of action for such ERISA Plan, the fiduciary may be held personally liable for losses incurred by the ERISA Plan as a result of such breach.

Because the Fund will be registered as an investment company under the 1940 Act, the underlying assets of the Fund will not be considered to be "plan assets" of the ERISA Plans investing in the Fund for purposes of the fiduciary responsibility and prohibited transaction rules of ERISA and the Code. For this reason, the Adviser should therefore not be a fiduciary within the meaning of ERISA with respect to the assets of any ERISA Plan that becomes a Shareholder of the Fund, solely as a result of the ERISA Plan's investment in the Fund.

The Board of Trustees will require an ERISA Plan proposing to invest in the Fund to represent that it, and any fiduciaries responsible for the ERISA Plan's investments, are aware of and understand the Fund's investment objective, policies, strategies and risks; that the decision to invest plan assets in the Fund was made with appropriate consideration of relevant investment factors with regard to the ERISA Plan; and that the decision to invest plan assets in the Fund is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA or the Code, as applicable.

Certain prospective ERISA Plan investors may currently maintain relationships with the Adviser or one or more Investment Managers in which the Fund invests, or with other entities that are affiliated with the Adviser or such investment advisers. Each of such persons may be deemed to be a party in interest to and/or a fiduciary of any ERISA Plan to which it provides investment management, investment advisory, or other services. ERISA prohibits and the Code penalizes the use of ERISA Plan assets for the benefit of a party in interest and also prohibits an ERISA Plan fiduciary from using its position to cause the ERISA Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. ERISA Plan Shareholders should consult with their legal counsel to determine if participation in the Fund is a transaction that is prohibited by ERISA or the Code. ERISA Plan fiduciaries will be required to represent that the decision to invest in the Fund was made by them as fiduciaries that are independent of such affiliated persons, that are duly authorized to make such investment decisions, and that have not relied on any individualized advice or recommendation of such affiliated persons, as a primary basis for the decision to invest in the Fund.

Employee benefit plans which are not subject to ERISA or the related provisions of the Code may be subject to other rules governing such plans. Fiduciaries of employee benefit plans which are not subject to ERISA, whether or not subject to the Code should consult with their own counsel and other advisors regarding such matters.

The provisions of ERISA and the Code are subject to extensive and continuing administrative and judicial interpretation and review. The discussion of ERISA and the Code contained herein is, of necessity, general and may be affected by future publication of regulations and rulings. Potential investors should consult with their legal advisers regarding the consequences under ERISA and the Code associated with the acquisition and ownership of Shares.

THE FUND'S SALE OF SHARES TO ERISA PLANS IS IN NO RESPECT A REPRESENTATION OR WARRANTY BY THE FUND, THE ADVISER OR ANY OF ITS AFFILIATES, OR BY ANY OTHER PERSON ASSOCIATED WITH THE SALE OF THE SHARES, THAT SUCH INVESTMENT BY ANY ERISA PLAN MEETS ALL RELEVANT LEGAL REQUIREMENTS APPLICABLE TO ERISA PLANS GENERALLY OR TO ANY PARTICULAR ERISA PLAN, OR THAT SUCH INVESTMENT IS OTHERWISE APPROPRIATE FOR ERISA PLANS OR ANY GENERALLY OR FOR ANY PARTICULAR ERISA PLAN.

PLAN OF DISTRIBUTION

The Fund is offering, in the aggregate, up to $1,500,000,000 of shares of the following classes of shares of beneficial interest of the Fund: the Class A Shares and the Class I Shares. Shares may be purchased as of the first business day of each month based upon the Fund's net asset value as of the most recent Valuation Date. Voya Investments Distributor, LLC acts as the Fund's distributor on a best efforts basis. The minimum initial investment is $25,000. An affiliate of Pomona provided the initial capitalization of $50 million to the Fund prior to commencement of operations.

The Fund has been granted exemptive relief permitting it to offer multiple classes of Shares with different terms and conditions. This Prospectus offers Class A Shares and Class I Shares. In the future, the Fund may offer other classes of Shares as well. Each additional class of Shares will have certain differing characteristics, particularly in terms of the sales loads that Shareholders in that class may bear, and the distribution fees and transfer agency fees that each class may be charged.

Under the terms of the Distribution Agreement, the Distributor will directly distribute Shares to investors and is authorized to retain brokers, dealers and certain financial advisors for distribution services and to provide ongoing investor services and account maintenance services to Shareholders holding Shares. The Fund will pay the Distributor the monthly Distribution and Servicing Fee of 0.04583% (0.55% on an annualized basis) of the Fund's month-end net asset value, determined as of the last day of each month (before any repurchases of Shares, where applicable), for Class A Shares for distribution and investor services provided to Class A Shareholders. The Distribution and Servicing Fee is charged on an aggregate class-wide basis, and Class A 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. There is no Distribution and Servicing Fee payable with respect to Class I Shares.

Additional Compensation to the Distributor, Selling Agents and Other Intermediaries

The Adviser may pay additional compensation out of its own resources (i.e., not Fund assets) to certain Selling Agents and other intermediaries, including the Distributor, for sales and wholesaling support, and also for other services including due diligence support, account maintenance, provision of information and support services. The amount of such payments may differ for different Selling Agents and intermediaries. Payments made by the Adviser may be one-time payments or may be ongoing payments. As a result of the various payments that financial intermediaries may receive from the Adviser, the amount of compensation that a financial intermediary may receive in connection with the sale of Shares in the Fund may be greater than the compensation it may receive for the distribution of other investment products. This difference in compensation may create an incentive for a financial intermediary to recommend the Fund over another investment product.

Generally, the minimum required initial purchase by each investor is $25,000 for Class A Shares and $25,000 for Class I Shares. Additional investments in the Fund must be for a minimum amount of $10,000 for each Share Class. The minimum initial and additional investments may be reduced by either the Fund or its Distributor in the discretion of each for certain investors. Once a prospective investor's order is received, a confirmation will be sent to the investor. The investor's account with the Distributor, Selling Agent or RIA will be debited for the purchase amount, which will be deposited into an account with Ultimus Fund Solutions, Inc., as the Fund's Transfer Agent. See "Purchases of Shares - Purchase Terms".

Automatic Dividend Reinvestment Plan

Pursuant to the dividend reinvestment plan established by the Fund (the "DRIP"), each Shareholder whose Shares are registered in its own name will automatically be a participant in the DRIP and have all income dividends and/or capital gains distributions automatically reinvested (net of applicable withholding tax) in additional Shares unless such Shareholder specifically elects to receive all income, dividends and/or capital gain distributions in cash. A Shareholder is free to change this election at any time. If, however, a Shareholder requests to change its election within 90 days prior to the record date for a distribution, the request will be effective only with respect to distributions after the 90-day period. A Shareholder whose Shares are registered in the name of a nominee must contact the nominee regarding its status under the DRIP, including whether such nominee will participate on such Shareholder's behalf.

A Shareholder may elect to:

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reinvest both dividends and capital gain distributions;

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receive dividends in cash and reinvest capital gain distributions; or

●

receive both dividends and capital gain distributions in cash.

Generally, for U.S. federal, state and local income tax purposes, Shareholders receiving Shares pursuant to the DRIP will be treated as having received a taxable distribution equal to the amount payable to them in cash.

Shares will be issued pursuant to the DRIP at the net asset value determined on the next Valuation Date following the ex-dividend date (the last date of a dividend period on which an investor can purchase Shares and still be entitled to receive the dividend). There is no sales load or other charge for reinvestment. A request must be received by the Fund before the record date to be effective for that dividend or capital gain distribution. The Fund may terminate or amend the DRIP at any time. All expenses related to the DRIP will be borne by the Fund. The reinvestment of dividends and distributions pursuant to the DRIP will increase the Fund's net assets on which the Management Fee and the Administration Fee are payable to the Adviser and the Administrator, respectively.

MORE INFORMATION ABOUT THE FUND

Each Fund Share represents a proportional interest in the assets of the Fund. Each Fund Share has one vote at Shareholder meetings, with fractional Shares voting proportionally, on matters submitted to the vote of Shareholders. There are no cumulative voting rights. Fund Shares do not have pre-emptive or conversion or redemption provisions. In the event of a liquidation of the Fund, Shareholders are entitled to share pro rata in the net assets of the Fund available for distribution to Shareholders after all expenses and debts have been paid.

No person, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Fund with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Fund with respect to such Series or Class unless holders of at least ten percent (10%) of the outstanding Shares of such Series or Class join in the bringing of such action. In addition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Act, a Shareholder may bring a derivative action on behalf of the Fund with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, has a personal financial interest in the transaction at issue, and a Trustee shall not be deemed interested in a transaction or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that such Trustee receives remuneration for his service as a Trustee of the Fund or as a trustee or director of one or more investment companies that are under common management with or otherwise affiliated with the Fund; and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim; and the Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Fund for the expense of any such advisors in the event that the Trustees determine not to bring such action. The Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who do not have a personal financial interest in the transaction at issue.

INQUIRIES

Inquiries concerning the Fund and Shares (including information concerning subscription and repurchase procedures) should be directed to:

Mail:	Pomona Investment Fund
	c/o Ultimus Fund Solutions
	P.O. Box 46707
	Cincinnati, OH 45246
Overnight:	Pomona Investment Fund
	c/o Ultimus Fund Solutions
	225 Pictoria Drive
	Suite 450
	Cincinnati, OH 45246
Telephone:	1-844-2POMONA

Appendix - Financial Intermediary-Specific Sales Load Waivers and Discounts

The availability of initial sales load waivers and discounts may depend on the particular financial intermediary or type of account through which you purchase or hold Fund shares. For waivers or discounts not available through a particular financial intermediary, investors will have to purchase shares directly from the Fund (or the Distributor) or through another financial intermediary to receive such waivers or discounts.

The following descriptions of breakpoints and/or sales load waivers and discounts for a particular financial intermediary and class(es) of shares set forth information provided by the financial intermediary that the firm has represented is current as of the date of this Prospectus. These breakpoints, waivers or discounts, which may vary from those disclosed elsewhere in the Prospectus, are subject to change. The Fund will update this Appendix periodically based on information provided by the applicable financial intermediary. Neither the Fund nor the Investment Adviser supervises the implementation of these breakpoints, waivers or discounts or verifies the intermediaries' administration of these breakpoints, waivers or discounts.

In all instances, it is an investor's responsibility to notify the financial intermediary of any facts that may qualify the investor for sales load waivers or discounts. Please contact your financial intermediary for more information regarding the sales load waivers and discounts available to you and the firm's related policies and procedures.

PNCI

If you have an account with or otherwise purchase Fund shares through PNC Investments, LLC ("PNCI"), you may reduce or eliminate the sales loads applicable to purchase of Class A Shares depending on the size of your investment. Investors will be subject to a sales load in the amounts set forth below:

Investment Amount			Sales Load
Less than $99,999			3.0	%
$100,000 - $249,999			2.5	%
$250,000 - $499,999			2.0	%
$500,000 and above			1.5	%

In certain circumstances, additional criteria may be applied, and PNCI reserves the right, in its sole discretion, to grant exceptions.