Pomona Management LLC

Item 5: Fees and Compensation

Compensation and Fee Schedules

All investors and prospective investors should review the Governing Documents of each
Pomona Capital Fund in conjunction with this brochure for complete information on the
fees and compensation payable with respect to a particular Pomona Capital Fund. Different
Pomona Capital Funds and advisory clients will be subject to different management fees
and performance-based compensation arrangements. In certain circumstances, the advisory
fees payable to Pomona Capital may be negotiable. Investors and prospective investors in
each Pomona Capital Fund should note that similar advisory services may (or may not) be
available from other investment advisers for similar or lower fees. For Pomona’s
unregistered funds, all investors are “qualified purchasers” and/or “accredited investors”
as defined in Section 2(a)(51) of the Company Act and in Regulation D of the Securities
Act, respectively, and therefore information regarding amounts of management fees to be
charged can be found in the Governing Documents of each unregistered Pomona Capital
Fund. With respect to Pomona Capital’s registered fund, Pomona Investment Fund (“PIF”),
all investors and prospective investors should review PIF’s prospectus and Statement of

 Due to the nature of secondaries investing, the Pomona RAUM as of December 31, 2025 will not be available until the second half
of 2026. Pomona will update its Form ADV Part 1 once the 12/31/25 RAUM is available.

Additional Information (“SAI”) in conjunction with this brochure for complete information
regarding fees and compensation, including fees and compensation relating to various class
shares. For PIF’s shares, the management fee is 1.65% of net asset value per annum and
the administration fee is 0.25% of net asset value per annum.

With respect to the Non-Discretionary Program, Pomona Capital receives advisory fees
from a third-party account, to be calculated for a certain time period as a percentage of the
total amount of primary commitments made by such third-party account. With respect to
the Primary Program, Pomona Capital receives advisory fees from the Discretionary
Clients, to be calculated for a certain time period as a percentage of the total amount of
primary commitments made by the Discretionary Clients and thereafter as a percentage of
the net asset value of these commitments. A potential conflict of interest may arise as the
Pomona Capital investment managers may have an incentive to recommend or commit to
more investments through the Non-Discretionary Program or Primary Program,
respectively, than it otherwise would. However, with respect to the Non-Discretionary
Program, Pomona Capital notes its non-discretionary nature and believes that the
independent review process that is followed by the third-party account’s investment
committee is reasonably designed to address these and other potential conflicts of interest.
With respect to the Primary Program, Pomona’s senior management and investment team
generally have periodic discussions with the Discretionary Clients to review the Program
and confirm overall annual target allocations.

Deduction of Fees; Timing of Payments; Termination

Pomona Capital is authorized under the Governing Documents of the unregistered funds
to charge and deduct advisory fees directly from the Pomona Capital Funds or borrow
funds for such purposes. Payment of advisory fees are generally made quarterly in advance
and in accordance with negotiated terms between Pomona Capital and each respective
Pomona Capital Fund. Please refer to the Governing Documents of each of the Pomona
Capital Funds for complete information on the timing of advisory fee payments.

Pomona Capital’s services may be terminated by any of the Pomona Capital Funds at any
time by prior written notice to Pomona Capital delivered within a reasonable period of time
prior to such termination, as further outlined in the Governing Documents of each Pomona
Capital Fund. Upon termination of any account, any prepaid, unearned fees will be
promptly refunded, and any earned, unpaid fees will be due and payable.

Other Fees and Expenses

In addition to the advisory fees and performance-based compensation payable to Pomona
Capital, each Pomona Capital Fund shall be separately responsible for all costs and
expenses associated with its respective activities, operations, monitoring, reporting and the
conduct of its investment program, which may include its share of the third-party expenses

incurred in structuring, negotiating, acquiring or disposing of portfolio investments
(whether or not consummated), as well as legal fees, consulting and other external advisor
fees, research, underwriting and due diligence expenses (including use of, or subscriptions
to, database services or expert networks and engaging any consultants or other third-party
service providers providing research, underwriting or due diligence services), external
research, software and other expenses incurred in connection with data services attributable
to Portfolio Fund Investments, any fees, costs and expenses incurred in implementing or
maintaining third-party or proprietary software tools, programs or other technology for the
benefit of the Pomona Capital Fund, including accounting, tax, reporting and information
management software systems, fees and costs related to software programs or third-party
providers used to assist with onboarding and reviewing subscription agreements and
accepting capital commitments, and compliance with Governing Documents, travel
expenses (i.e., transportation costs, accommodations and meals) related to the due
diligence, negotiating, monitoring, and acquiring or disposing of Portfolio Fund
Investments (whether or not consummated), outside auditing or accounting expenses,
custodial and administrator fees and expenses, fees and costs related to cybersecurity risk
...

Item 7: Types of Clients

Types of Clients and Investment Vehicles

Pomona Capital provides advice to pooled investment vehicles and other clients, including
separate accounts and the Pomona Capital Funds. Investors in the Pomona Capital Funds
may include corporations, endowments, foundations, trusts, estates, sovereign wealth
funds, individuals and public or private pension and profit-sharing plans. The Pomona
Capital Funds, with the exception of Pomona Investment Fund, are offered to “accredited
investors,” as defined in Regulation D under the Securities Act, and/or “qualified
purchasers,” as defined in the Company Act and are not required to register as investment
companies under the Company Act in reliance upon certain exemptions available to
Pomona Capital Funds whose securities are not publicly offered. Pomona Investment Fund
is a closed-end investment management company available to “Eligible Investors,” as
outlined in the Prospectus, and is registered as such under the Company Act.

Pomona Capital or its related entities may establish certain Pomona Capital Funds to
address certain tax or regulatory requirements (“Feeder Funds”). Each Feeder Fund, if
formed, would generally be a limited partner of a Pomona Capital Fund and interests in
such Feeder Fund would be held by the investors who elect to participate in the Pomona
Capital Fund through such Feeder Fund. In addition, Pomona Capital may form other
alternative investment vehicles or special purpose vehicles (collectively, “AIVs”) formed
for the purpose of facilitating certain investments by one or more Pomona Capital Funds

and/or investors. Prospective investors are requested to refer to the Governing Documents
of the applicable Pomona Capital Fund for complete details on any Feeder Fund
established by Pomona Capital and such Pomona Capital Fund’s ability to make
investments through AIVs.

Pomona Capital provides portfolio management services on a discretionary basis with
respect to making primary market commitments to new private investment funds on behalf
of the Discretionary Clients.

Furthermore, Pomona Capital provides investment advice on a non-discretionary basis to
a third-party account through the Non-Discretionary Program. The third-party account
reviews every primary investment recommendation made by Pomona Capital and makes
an independent determination, based on discussions and analysis performed internally, as
to whether they will participate in the recommended primary market commitment.

Minimum Investment Requirements

Pomona Capital and its related entities generally require that each limited partner or
shareholder in each of the Pomona Capital Funds be an “accredited investor” as defined in
Regulation D under the Securities Act. In addition, Pomona Capital and its related entities
require that each limited partner in certain unregistered Pomona Capital Funds be a
“qualified purchaser” as defined in the Company Act. Finally, Pomona Capital and its
related entities require that each limited partner in an unregistered Pomona Fund be a
“qualified client” as defined in Rule 205-3 of the Advisers Act.

In general, the minimum investment commitment required of a limited partner to
participate in an unregistered Pomona Capital Fund is $10,000,000; however, the general
partner of each Pomona Capital Fund has discretion to increase or reduce the minimum
investment commitment. A minimum of $25,000 is generally required for Pomona
Investment Fund; however, the board of trustees of Pomona Investment Fund has
discretion to increase or reduce the minimum investment commitment. Investors are
requested to refer to the Governing Documents of each of the Pomona Capital Funds for
complete information on advisory fees and minimum investment requirements for
participation in a particular Pomona Capital Fund.