SecProbe.io

CORRESP
 1
 filename1.htm

 1900 K Street, NW
 Washington, DC 20006-1110
 +1 202 261 3300 Main
 +1 202 261 3333 Fax
 www.dechert.com

 Matthew
 Barsamian

 matthew.barsamian@dechert.com
 +1 202 261 3392 Direct
 +1 202 261 3333 Fax

 June 24, 2025

 VIA
EDGAR

 Mr. Christopher Bellacicco

 U.S. Securities and Exchange Commission

 Division of Investment Management

 100 F Street, NE

 Washington, D.C. 20549

 Re: Pomona Investment Fund (the "Fund")
 (File Nos. 333-286942; 811-22990)

 Dear Mr. Bellacicco:

 This letter responds to the comments of the staff
(the " Staff ") of the Securities and Exchange Commission (the " Commission ") provided telephonically,
relating to the registration statement (the " Registration Statement ") on Form N-2 of Pomona Investment Fund (the
 " Fund ") under the Securities Act of 1933, as amended (the " Securities Act "), and Amendment No. 25
of the Fund's Registration Statement on Form N-2 under the Investment Company Act of 1940, as amended (the " 1940 Act "),
filed on May 2, 2025. Undefined capitalized terms used below have the same meaning as given in the Registration Statement. The responses
below will be incorporated in an amendment to the Fund's registration statement on Form N-2 to be filed pursuant to Rule 486(b) under
the Securities Act (the " Amendment ").

 LEGAL:

 1. Comment : The Staff noted that in prior N-2 filings, the Fund offered Class M2 Shares.
Please supplementally explain why the Fund is not registering additional M2 Shares.

 Response : The Fund no
longer offers Class M2 Shares. As of the date of the most recent post-effective amendment to the Fund's existing registration
statement, existing shareholders of Class M2 Shares have exchanged their shares for Class I Shares.

 Mr. Christopher Bellacicco
 June 24, 2025
 Page 2

 2. Comment : Please disclose the following statement on the cover of the Prospectus: An
 investor will pay a sales load of up to [ ]% and offering expenses up to [ ]% on the amount it invests. If you pay the maximum
 aggregate [ ]% for sales load and offering expenses, you must experience a total return on your net investment of [ ]% in order to
 recover these expenses.

 Response : The Fund will revise the disclosure on the cover of the Prospectus to include the following:

 An investor will pay a sales load of up to
3% and offering expenses up to 0.01% on the amount it invests. If you pay the maximum aggregate 3.01% for sales load and offering expenses,
you must experience a total return on your net investment of 3.1% in order to recover these expenses.

 3. Comment : Rule 14(e)(8) under the Exchange Act prohibits announcements of tender
offers without the intention to commence such offers within a reasonable time. Please revise the registration statement to limit the discussion
of tender offers to general information like how tender offers will be funded, any general frequency (i.e., quarterly, semi-annually,
annually, etc.), the effect that share repurchases and related financings might have on expense ratios and portfolio turnover, the
ability of the Fund to achieve its investment objective and potential tax consequences to investors. We believe that specific procedures
that the Fund currently intends to follow at the time it makes a tender offer, such as how the price to be paid for tendered shares will
be determined, how long the offer will remain open and when payment will be made, are more appropriate to disclose in the tender offer
documents sent to investors when an offer is made.

 Response : The Fund respectfully
acknowledges the Staff's comment and will remove disclosure regarding the specific procedures that the Fund intends to follow at
the time it makes a tender offer in the Amendment.

 4. Comment : In the Financial Highlights section of the Prospectus, please confirm that the
reference to the annual report will include a hyperlink.

 Response : The Fund confirms
that the reference to the annual report in the Financial Highlights section of the Prospectus in the Amendment will include a hyperlink
to the most recently filed annual shareholder report.

 5. Comment : Forwards do not appear to be discussed in the Fund's strategy. Please revise
the strategy to include the discussion of forward contracts, including non-deliverable forwards.

 Response : The Fund will
add the following disclosure in the Investment Program section of the Prospectus:

 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.

 Mr. Christopher Bellacicco
 June 24, 2025
 Page 3

 6. Comment : Please disclose, in an appropriate location in the Prospectus, the provision in
Section 9.9 of the Amended and Restated Agreement and Declaration of Trust requiring shareholders to make a pre-suit demand upon
the Trustees and that the Trustees be afforded a reasonable amount of time to consider such requests.

 Response : The Fund will
revise the Prospectus to include the requested pre-suit demand disclosure in the Amendment.

 ACCOUNTING:

 7. Comment: The Staff notes that the registration statement is missing critical financial information,
including a completed fee table, expense example, and audited financial statements with the accompanying consent from the registered public
accountant. The Staff may have further comments on these missing portions when you complete them.

 Response: The Fund's
completed fee table is provided below. The Fund will include the completed fee table as well as a completed expense example and audited
financial statements with the accompanying consent from the registered public accountant in the Amendment.

 Mr. Christopher Bellacicco
 June 24, 2025
 Page 4

 Class A
Shares
 Class I
Shares

 SHAREHOLDER TRANSACTION EXPENSES

 Maximum Sales Load (percentage of purchase amount) 1
 3.00 %
 None

 Maximum Early Repurchase Fee 2
 2.00 %
 2.00 %

 ANNUAL EXPENSES (as a percentage of net assets attributable to Shareholders) 1

 Management Fee
 1.65 %
 1.65 %

 Distribution and Servicing Fee
 0.55 %
 0.00 %

 Other Expenses 3
 0.57 %
 0.57 %

 Other Class Specific Expenses
 0.01 %
 0.02 %

 Commitment Fees
 0.06 %
 0.06 %

 Recoupment of Previously Waived Fees or Reimbursed Expenses 4
 0.00 %
 0.00 %

 Total Other Expenses
 0.64 %
 0.65 %

 Interest Expense on Borrowings
 0.20 %
 0.20 %

 Acquired Fund Fees and Expenses 5
 0.89 %
 0.89 %

 Total Annual Fund Operating Expenses
 3.93 %
 3.38 %

 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 %

 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".

 Mr. Christopher Bellacicco
 June 24, 2025
 Page 5

 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.

 Mr. Christopher Bellacicco
 June 24, 2025
 Page 6

 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.

 8. Comment: Please explain why no disclosure is included in the filing describing the operation
of the Fund's wholly-owned subsidiary, Pomona Investment Fund LLC, in connection with the Fund's revolving credit agreement.
Note that the Staff may have additional comments.

 Response: The Fund respectfully
notes that the Fund's wholly-owned subsidiary exists solely for the purpose of holding certain investments that are pledged under
the Fund's credit facility and has no other operations. The Fund will include the following disclosure in the Amendment:

 In connection with the Fund's revolving
credit agreement, Pomona Investment Fund LLC was organized as a Delaware limited liability company and is a wholly-owned subsidiary of
the Fund (the " Subsidiary "). All or a portion of the private equity investments held by the Subsidiary are indirectly
pledged as collateral in connection with the Fund's revolving credit agreement.

 Mr. Christopher Bellacicco
 June 24, 2025
 Page 7

 9. Comment: In the section discussing private equity strategies and secondary investments on
page 40 of the Prospectus, please add disclosure addressing accounting and performance impacts of each recognition of "day
one bands" subsequent to the acquisition of secondaries at a discount if, at the next net asset valuation (" NAV ")
measurement date, the investment's fair value will be determined using NAV as a practical expedient.

 Response: The Fund will
add disclosure to the section of the Prospectus referenced by the Staff noting the impact of the Fund's strategy to acquire secondaries
at a discount to the Adviser's assessment of their fair valuation in light of the Fund's use of the practical expedient for
calculating the fair value of its portfolio investments in accordance with its Valuation Procedures and relevant accounting guidance.
In this regard, the disclosure will note that the carrying value of such an investment by the 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
was acquired at a discount to the net asset value reported by the underlying private equity fund or it