Pomona Investment Fund

Transcription

1 Pomona Investment Fund A Registered Fund Structured To Provide Streamlined Access To Private Equity An investor should consider the investment objectives, risks, charges and expenses of the Fund(s) carefully before investing. For a free copy of the Fund s prospectus or summary prospectus, which contains this and other information, visit us at www. voyainvestments.com or call (855) Please read prospectus carefully before investing. Not FDIC Insured May Lose Value No Bank Guarantee

2 Pomona Investment Fund Pomona Capital brings its institutional private equity investment strategy to the investing public. Pomona Investment Fund ( PIF or the Fund ) is a registered investment vehicle designed to give accredited investors easier access to private equity investing. The Fund s strategy seeks long-term capital appreciation primarily through the purchase of secondary interests in seasoned private equity funds, by making primary commitments to private equity funds and through direct investments in opportunities alongside private equity managers. PIF is intended for investors who want access to: A Proven Management Team with over 20 years of private equity experience navigating through multiple economic cycles Alternative Investments that can complement and potentially improve the risk/ reward characteristic of an investment portfolio A Value-Oriented Approach seeking long-term capital appreciation with a lower risk profile A User-Friendly Structure that provides transparency and safeguards 2 For financial professional and accredited investor use only.

3 The Opportunity: A Differentiated Private Equity Strategy Portfolio Construction 1 A secondaries-focused private equity strategy with complementary primary and co-investment exposure, with a lower risk profile by constructing a portfolio with differentiated investments by sector, industry and geography. Secondaries % Seek mature, high-quality assets at attractive prices Asset Allocation by Investment Strategy & Geography Co-Investment 0-20% Seek value creation opportunities Primaries 0-40% Seek high-quality managers with discernable edge Access to investment opportunities that are not generally available through traditional asset classes Buyout 50-80% Mezzanine & Infrastructure 0-20% Growth Capital & Venture 0-20% Other 0-20% North America % Europe 0-25% Rest of World 0-15% Investment Philosophy PIF will seek to execute a secondary strategy to acquire what Pomona believes to be mature, high-quality private equity assets at attractive prices. Pomona combines its deep knowledge and geographical critical mass to enhance asset selectivity and global reach. Seek High-Quality Managers Mature Assets Selective Risk Mitigation Focus on managers with discernible edge Seek investments with strong growth potential Target funds that are typically 3-5 years old and 70-90% funded Transparency into underlying portfolio Potential for earlier liquidity Typically purchase only 1-3% of doable deal flow a year PIF seeks to target middle size transactions Seek diversified portfolio and monitor exposure Actively manage cash and liquidity Granular analysis and stress testing For financial professional and accredited investor use only. 3

4 A Focus on Secondary Investing Why Focus on Secondaries? Two ways in which investors can gain access to private equity is through secondary and primary investments. Investments in the primary market are made directly in newly formed private equity funds. In the secondary market, investors buy existing limited partner private equity interests available on the secondary market from other limited partners. Ability to potentially take advantage of shorter investment periods as well as accelerated returns and cash flows Secondary: Buying an LP s interest in PE Funds Private Equity Fund What are you getting? How does it help? Existing portfolio companies You know what you are buying Potentially purchase at a discount to NAV Potentially reducing cost of investment Mature assets (3-7 years; 70-90% funded) Typically buying near or during the harvest phase Mitigating the J-curve 2 Primary and secondary investments generally may have positive returns in the later years of a fund, but secondary investors may receive those returns within a shorter investment time frame. Pomona typically purchases funds whose commitments are 70-90% invested and three to seven years into their expected 10-year life cycle. Cash distributions typically occur earlier in the life cycle of secondary funds and are more evenly distributed. 23% 18 Investment Period Primary Entrance Return & cash drag Operational Enhancement and Harvest Mode Secondary Entrance Reducing blind pool risk Shortened investment period Accelerated distributions 13 (IRR) (Year) Source: Pomona Capital The chart shown is for illustrative purposes and does not represent past or projected performance for an actual product. There is no guarantee performance will match this illustration. There is no guarantee whether expressed or implied that actual cash flow will follow this pattern. Technically, a secondary can occur any time between time 0 and 12 in this illustration. 4 For financial professional and accredited investor use only.

5 Fund Attributes That Can Benefit Investors Access to Private Equity Low minimum subscription requirement Open to accredited investors Tax Friendly Structure 1099 reporting IRA friendly User-friendly structure that meets investors needs and provides ongoing support Transparency Quarterly NAV pricing Majority of Independent Trustees 1940 Act & 1933 Act registered Independent Service Providers Sub-Administrator: UMB Fund Services Auditor: KPMG Custodian: UMB Bank, N.A. Limited Liquidity 3 Subject to Board approval, quarterly subscriptions and redemptions supported by liquidity-seeking secondary strategy. 3 Redemptions are subject to board approval. For a complete and detailed list of all terms see Pomona Investment Fund s prospectus. Prospective investors should only reference Pomona Investment Fund s prospectus when considering all key terms and key risk factors prior to investing. To the extent this summary of terms conflicts with terms set forth in the Pomona Investment Fund s prospectus the latter will control. There is a 3.0% sales load on Class A shares that can be waived in certain circumstances by the adviser. For financial professional and accredited investor use only. 5

6 The Adviser: Pomona Capital A Secondary Pioneer Firm Profile as of 11/01/2017 Established 1994 $9.4B capital commitments > 350 Global investors > 600 GP relationships 43 professionals The Pomona Difference Ability to invest across the private equity spectrum Over 20 years of relationships, research and reputation Disciplined value-oriented investment philosophy seeking to mitigate risk and increase liquidity by buying what Pomona believes to be mature, high quality private equity assets Global platform with seasoned investment professionals with local networks, country expertise and GP relationships Pomona Capital is a global private equity firm that has had $9.4 billion in capital commitments across its sponsored funds and separate accounts since being founded in Pomona manages secondary, primary and co-investment strategies for a global group of over 350 sophisticated investors. Pomona specializes in secondary investing and providing liquidity solutions for investors. Demonstrated ability to generate proprietary deals Capital Commitments 2% Co-Investment Funds 15% Primary Funds 20% Seperate Accounts Institutional Investor Base $9B Capital Commitments 63% Secondary Funds In its 20+ year history, Pomona has purchased $4.3B in secondary interests in over 500 funds with investments in 5,000+ companies, across both mature and developing markets. Headquartered in New York City, Pomona also has offices in London and Hong Kong. Data as of January 1, 2017 North America 63% Europe 28% Asia/ROW 8% Latin America 1% Insurance 22% Pension Funds 22% HNWI/Family Office and Trust 11% Foundation/Endowment 6% Fund of Funds 29% Asset Manager 8% Sovereign Wealth 2% 6 For financial professional and accredited investor use only.

7 Private Equity: A Complement to Your Portfolio What is Private Equity? Private equity is an alternative investment, which means it is an asset class that is an alternative to stocks and bonds traditionally used by investors. Private equity consists of equity and debt investments in companies, infrastructure, real estate and other assets. Private equity firms seek to invest in quality assets at attractive valuations and use strategic, operational, and financial expertise to add value. After a suitable holding period, a private equity firm seeks to monetize its investment at a premium to its acquisition cost, generating positive returns for its investors. Potential Benefits of Private Equity When added to a portfolio as a complement to traditional equity investments or other alternative investments, private equity has the potential to reduce risk while maintaining or even improving returns because of the added portfolio diversification, helping investors to more consistently meet long-term financial goals such as retirement and longer-term care liabilities. Return Potential 4, 5, 6 Portfolio Diversification 7 Historically higher rate of return vs. traditional asset classes over long periods of time 10-Year Net Return (as of 09/30/16) 16% % Cambridge U.S. Private Equity 7% S&P 500 Index 5% Bloomberg Barclays U.S. Aggregate Bond Index Potential to reduce risk & improve returns through diversification Potential Impact Frequency Returns Portfolio with Private Equity 7.1% Volatility Traditional Portfolio 8.9% 5.7% 4.8% An investment in private equity should be considered in any investment portfolio as either a complement to equity investments or other alternative investments. Alternatives Equities Bonds Source: Cambridge Associates U.S. Private Equity Index and Selected Benchmark Statistics (Data as of 9/30/2016); Bloomberg, for quarterly returns for the Bloomberg Barclays U.S. Aggregate Bond Index from September 30, 2006 through September 30, Higher Quarterly Return 68% of the time Lower Volatility 91% of the time Traditional Portfolios consist of 60% Stocks and 40% Bonds. Portfolios with Private Equity consist of 40% Stocks, 40% Bonds, and 20% Alternatives/ Private Equity. Global Private Equity is represented by the Cambridge Associates Global Private Equity & Venture Capital Index and Benchmark Statistics. Market Resilience 8 Historical market resilience during challenging economic conditions Private vs. public equity: performance during periods of market stress, annual total returns Dotcom Collapse Great Recession U.S. Private Equity S&P Source: Cambridge Associates U.S. Private Equity Index and Selected Benchmark Statistics (Data as of 9/30/2016). Annual returns are for the four quarters ending September 30 of each year. S&P Total Return Index data is pulled from S&P Capital IQ ( For illustrative purposes only and does not represent any specific investment product. All indices are unmanaged and an investor cannot invest directly in an index. Index returns do not include fees or expenses. Past performance is no guarantee of future results. Diversification does not guarantee a profit or ensure against a loss. Return % For financial professional and accredited investor use only. 7

8 Offering Details Fund Terms Adviser Eligible Investors Pomona Management LLC U.S. Accredited Investors Minimum Investment $25,000 (Class A) Subsequent Investment $10,000 (Class A) Sales Load Up to 3.00% Fees & Expenses (Class A) Management Fee: 1.65% Distribution Fee: 0.55% Administrative Fee: 0.25% Other Expenses*: 0.50% Total Direct Expenses (prior to borrowings): 2.95% Tax Status Auditor Sub-Administrator Custodian NAV Calculation Valuation Date Liquidity*** Purchase Terms In addition, Underlying Funds generally charge a 1-2% management fee (annualized). The operating expenses of the Underlying Funds and transaction-related fees are currently estimated to be 1.07%, on an annualized basis, which is expected to vary over time and does not reflect any performance-based fees or allocations paid by the Underlying Funds.** Generally, borrowing at the Fund level could add an additional 0.30% of expenses annualized. Please see the Fund s prospectus for a complete description. The Fund intends to qualify and elect to be treated as a regulated investment company (RIC) under subchapter M of the Internal Revenue Service Tax Code KPMG LLP UMB Fund Services LLC UMB Bank, N.A. The Fund will calculate its net asset value as of the close of business on the last business day of each quarter Generally expected to be the last business day of each quarter Frequency: Up to 5% quarterly Repurchase Fee: 2%, if prior to the shareholder s one-year anniversary of the purchase of shares Frequency: As of the 1st business day of each quarter Investor Application Documents Due: At least 5 business days before purchase date Purchase Amount Due: At least 3 business days prior to purchase date in immediately available funds * Other Expenses are subject to an Expense Limitation Agreement. The Expense Limitation Agreement excludes specified expenses including the Management Fee, all fees and expenses of the Investment Funds and direct investments, transaction costs, interest payments, fees and expenses incurred in connection with any credit facility, the Administration Fee, the Distribution and Servicing Fee, taxes, and extraordinary expenses. ** Additionally, Underlying Funds generally charge approximately 20% of net profits as a carried interest allocation. *** Subject to board approval. 8 For financial professional and accredited investor use only.

9 Disclaimers 1) Exposure is measured by commitment and not NAV. Potential allocations are dependent upon availability at time Fund seeks to make investments. Once the Fund is fully committed, its asset allocation is expected to be as illustrated. The Adviser anticipates, however, that the Fund will not be fully committed until the Fund has been in operation for 12 to 24 months or earlier if the Fund attains sufficient size as determined by the Adviser. 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. 2) The chart shown is for illustrative purposes and does not represent past or projected performance of an actual product. There is no guarantee whether expressed or implied that actual cash flow will follow this pattern. Technically, a secondary can occur anytime between time 0 and 12 in this illustration. 3) Tender offers are subject to board approval. For a complete and detailed list of all terms see Pomona Investment Fund s prospectus. Prospective investors should only reference Pomona Investment Fund s prospectus when considering all key terms and key risk factors prior to investing. To the extent this summary of terms conflicts with terms set forth Pomona Investment Fund s prospectus the latter will control. There is a 3.0% sales load on Class A shares that can be waived in certain circumstances by the adviser. 4) The Cambridge Associates U.S. Private Equity Index (Data as of 9/30/16) is based on quarterly performance data compiled from 1,334 U.S. private equity funds (buyout, growth equity, private equity energy and mezzanine funds), including fully liquidated partnerships, formed between 1986 and The index has limitations (some of which are typical to other widely used indices) and cannot be used to predict performance of the Fund. These limitations include survivorship bias (the returns of the index may not be representative of all private equity funds in the universe because of the tendency of lower performing funds to not report returns to the index); heterogeneity (not all private equity funds are alike or comparable to one another, and the index may not accurately reflect the performance of a described style); and limited data (many funds do not report to indices, and the index may omit funds, the inclusion of which might significantly affect the performance shown). The index has not been selected to represent an appropriate benchmark to compare an investor s performance, but rather is provided to allow for comparison to that of certain well-known and widely recognized indices. See Cambridge Associates for a complete explanation on IRR calculations and assumptions. 5) The S&P 500 Index (Data as of 9/30/16) (the S&P 500 ) measures the value of stocks of the 500 largest corporations by market capitalization listed on the New York Stock Exchange or Nasdaq Composite. Standard & Poor s intention is to have a price that provides a quick look at the stock market and economy. The composite performance of the S&P 500 is shown strictly for the purpose of comparison between the performance information contained herein and these popular public equity market indices. The S&P 500 is a widely recognized, unmanaged index of market activity based upon the aggregate performance of a selected portfolio of publicly traded common stocks. The performance of the S&P 500 shown in this document reflects the reinvestment of dividends and other distributions. In addition, the S&P 500 shown in this document is not subject to any of the fees and expenses to which any Pomona-sponsored fund would be subject. The S&P 500 has been selected as a general indicator of market health despite the lack of similarity of its underlying components to Pomona-sponsored funds. Pomona-sponsored funds will invest in other market investment vehicles and will not attempt to replicate the performance of the S&P ) The Bloomberg Barclays U.S. Aggregate Bond Index (Data as of 9/30/16) measures the performance of the U.S. investment-grade bond market, which includes the following types of securities and typically only includes securities that have $250 million or more of outstanding face value and at least one year remaining to maturity: investment-grade U.S. Treasury bonds, government-related bonds, investment-grade corporate bonds, mortgage pass-through securities, commercial mortgage-backed securities and asset-backed securities that are publicly offered for sale in the U.S. 7) Cambridge Associates, U.S. Private Equity Index (Data as of 9/30/16), Bloomberg, Capital IQ, and Pomona Capital. Returns are based on actual quarterly returns. The U.S. Private Equity calculations use quarterly horizon pooled returns. The Bloomberg Barclays U.S. Aggregate Bond Index and the S&P 500 calculations use total return index quarterly returns. Volatility is calculated based on rolling three-year periods over 20 years from October 1, 1996 to September 30, Past performance is no guarantee of future results. 8) Cambridge Associates U.S. Private Equity Index and Selected Benchmark Statistics (Data as of 9/30/2016). Annual returns are for the four quarters ending September 30 of each year. S&P Total Return Index data is pulled from S&P Capital IQ ( For financial professional and accredited investor use only. 9

10 Intentionally left blank. 10 For financial professional and accredited investor use only.

11 Intentionally left blank. For financial professional and accredited investor use only. 11

12 Pomona Investment Fund For additional information on the Fund please contact: Voya Investment Management s Sales Team Phone: (855) Principal Risks 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. Therefore, before investing investors should carefully read the Fund s prospectus and consider carefully the risks that they assume when they invest in the Fund s common shares. Investment Risk. An investment in the Fund involves a high degree of risk, including the risk that the Shareholder s entire investment may be lost. The Fund s performance depends upon the Adviser s selection of Investment Funds and direct investments in operating companies, the allocation of offering proceeds thereto, and the performance of the Investment Funds, direct investments, and other assets. The Investment Funds investment activities and investments in operating companies involve the risks associated with private equity investments generally. Unexpected volatility or lack of liquidity, such as the general market conditions that prevailed in 2008, could impair the Fund s performance and result in its suffering losses. The value of the Fund s total net assets is expected to fluctuate. To the extent that the Fund s portfolio is concentrated in securities of a single issuer or issuers in a single sector, the investment risk may be increased. The Fund s or an Investment Fund s use of leverage is likely to cause the Fund s average net assets to appreciate or depreciate at a greater rate than if leverage were not used. Closed-End Fund; Liquidity Risks. The Fund is a non-diversified closed-end management investment company designed principally for long-term investors and is not intended to be a trading vehicle. An investor should not invest in the Fund if the investor needs a liquid investment. General Private Equity Risks. The Fund is subject to those risks that are inherent in private equity investments. These risks are generally related to: (i) the ability of each Investment Fund to select and manage successful investment opportunities; (ii) the quality of the management of each company in which an Investment Fund invests; (iii) the ability of an Investment Fund to liquidate its investments; and (iv) general economic conditions. Securities of private equity funds, as well as the portfolio companies these funds invest in, tend to be more illiquid, and highly speculative. General Risks of Secondary Investments. There is no established market for secondaries and the Adviser does not currently expect a liquid market to develop. Moreover, the market for secondaries has been evolving and is likely to continue to evolve. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number and attractiveness of investment opportunities available to the Fund and adversely affecting the terms upon which investments can be made. Accordingly, 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 Fund may also be subject to the following risks: Limited Operating History Risk, Nature of Portfolio Companies Risk, Co-Investment Risk, Leverage Utilized by the Fund Risk, Leverage Utilized by Investment Funds Risk, Investments in Non-Voting Stock/Inability to Vote Risk, Valuation of Fund s Interests in Investment Funds Risk, Valuations Subject to Adjustment Risk, Illiquidity of Investment Fund Interests Risk, Repurchase Risk, Expedited Decision-Making Risk, Availability of Investment Opportunities Risk, Special Situations and Distressed Investments Risk, Mezzanine Investments Risk, Small- and Medium-Capitalization Companies Risk, Utilities Sector Risk,Infrastructure Sector Risk, Technology Sector Risk, Financial Sector Risk, Geographic Concentration Risk, Sector Concentration Risk, Currency Risk, Venture Capital Risk, Real Estate Investments Risk, Substantial Fees and Expenses Risk, Foreign Portfolio Companies Risk, Non-U.S. Securities Risk, Structured Finance Securities Risk, Capital Calls / Commitment Strategy Risk, ETF Risk, Unspecified Investments Dependence on the Adviser Risk, Indemnification of Investment Funds / Investment Managers and Others Risk, Termination of the Fund s Interest in an Investment Fund Risk, Other Registered Investment Companies Risk, High Yield Securities and Distressed Securities Risk, Reverse Repurchase Agreements Risk, Other Instruments and Future Developments Risk, Dilution Risk, Incentive Allocation Arrangements Risk, Control Positions Risk, Inadequate Return Risk, Inside Information Risk, Possible Exclusion of a Shareholder Based on Certain Detrimental Effects Risk, Limitation on Transfer / Shares Not Listed / No Market for Shares Risk, Recourse to the Fund s Assets Risk, Non-Diversified Status Risk, Special Tax Risk, Additional Tax Considerations / Distributions to Shareholders and Payment of Tax Liability Risk, Current Interest Rate Environment Risk and Regulatory Change Risk. For a complete listing of all the Fund s risks, with their descriptions, please refer to the Types of Investments and Related Risks section of the Fund s prospectus. The Fund s shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not insured by the FDIC, the Federal Reserve Board or any other government agency. You may lose money by investing in common shares of the Fund. Past performance is no guarantee of future results Voya Investments Distributor, LLC 230 Park Ave, New York, NY All rights reserved. (800) Individual Investors (800) Investment Professionals BSOT-Pomona For financial professional and accredited investor use only.