SecProbe.io

June 30, 2023

VIA E-mail
Richard Jason Alexander Elmhirst 950 Third Avenue New York, New York 10022
Re: Coller Secondaries Private Equity Fund (the “Fund”)
File Nos. 811-23879; 333-272265

Dear Mr. Elmhirst:
 We have reviewed the registration statement on Form N-2 filed May 30, 2023, with the
Commission on behalf of the Fund (the “Registration Statement”) with respect to an offering of common shares.  Our comments are set forth below.  Please consider a comment made with respect to one section applicable to similar disclosure elsewhere in the Registration Statement.  All capitalized terms not otherwise defined herein have the meaning given to them in the Registration Statement.

General

1. We note that portions of the Registration Statement are incomplete.  We may have
additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendments.
2. We also note you have filed two exemptive applications on behalf of C-SPEF.  The
applications relate to C-SPEF’s ability to offer multiple classes of shares and to engage in certain co-investments alongside the Adviser’s affiliates.  Please let us know in the response letter if C-SPEF intends to request any additional exemptive or no-action relief.  In addition, please update us on the status of your exemptive applications during the course of our review.
3. We note the term Private Equity precedes the word “Fund” in your name.  We believe the
use of this term as written is misleading because the term Private Equity Fund connotes a specific type of unregistered investment fund, which a registered fund is not regardless of whether it provides access to private equity.  Please revise your name to avoid the potential for investor confusion.  In addition, the name includes the word “Secondaries” which the staff believes suggests a specific type of investment.  If the word

Richard Jason Alexander Elmhirst
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“Secondaries” remains in the name, the Fund’s 80% test should be modified so that it is
specific to secondaries investments ( i.e., it should not include investments in newly
formed private funds, Direct Investments or Co-Investments).  In addition, please confirm the calculation of the Fund’s 80% test will not include capital commitments that have not
yet been called by an underlying fund.

4. Please tell us if you have presented or will present any “test the waters” materials to
potential investors in connection with this offering.  If so, we may have additional comments.

5. Please confirm that the Fund does not intend to issue debt securities or preferred shares
within a year from the effective date of the registration statement.  If the Fund plans to issue preferred shares within a year from the effectiveness of the registration statement, please include additional disclosure of risks to shareholders in the event of a preferred shares offering.
6. The registration statement appears to contemplate a transaction with the Predecessor
Fund that will occur after your decision to become registered as an investment company.  Please tell us how this transaction will be structured to comply with section 17 of the 1940 Act, including any no-action relief upon which you intend to rely.

Prospectus

Cover

7. The Cover prominently discloses that Coller Capital is “First in Secondaries”.  Please
supplementally provide support for this disclosure and explain why it is not misleading.
8. On the Cover, please specify C-SPEF’s principal strategies that are speculative ( e.g., use
of leverage/derivatives, high yield/distressed debt and emerging markets investment) and include a cross-reference to the disclosure regarding the risks associated with these strategies .  See  Form N-2, Item 1.1.j. and the Guidelines to Form N-2, Guide 6.

9. On page ii, in footnote (1) to the table, the disclosure states “C-SPEF may, in its sole
discretion, accept investments below [$1,000,000 with respect to Class I Shares, and $25,000 with respect to Class D Shares and Class I-2 Shares].”  Please explain to us the circumstances under which C-SPEF may reduce these stated minimum investments.  Also, in the second paragraph on page 13, the disclosure states “The Board reserves the right to accept lesser amounts below these minimums [in certain cases].”  Is the Board’s ability to lower minimums in addition to that of C-SPEF?  If so, please also discuss the Board’s ability to lower minimums in your explanation to us.  If not, please reconcile the inconsistency in the disclosure.

10. In the second paragraph on page ii, the disclosure states that simultaneous with C-SPEF’s
Commencement of Operations, the Predecessor Fund “reorganized with and transferred substantially all its assets into C-SPEF.”  Regarding the reorganization:

Richard Jason Alexander Elmhirst
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a. Please disclose how the private fund holders’ shares will be valued for purposes
of the reorganization.  Will there be any dilution for other shareholders who purchase shares in the initial offering?  If so, please provide appropriate disclosure on the Cover and in the Prospectus.

b. Please explain to us in correspondence what information investors will have
available to them about the Predecessor Fund and its portfolio prior to purchasing shares of C-SPEF.

c. Please explain to us what assets will not be transferred from the Predecessor Fund
to C-SPEF, and why these assets will not be transferred.

11. Please explain to us whether the Predecessor Fund meets the definition of a "fund" as
defined in Rule 6-11(a)(2) under the 1940 Act.  If the Predecessor Fund meets the definition of a fund, please explain how the requirements of Rule 6-11 of Regulation S-X will be met, including the supplemental financial information requirements.  In your response, please indicate the fiscal year end of the Predecessor Fund and what fiscal year-ends and interim periods will be included.  If the Predecessor Fund does not meet the definition of a “fund,” please discuss with the Staff what Predecessor Fund financial information will be provided, which may include an audited schedule of investments that complies with Article 12 of Regulation S-X and presents the fair value of investments according to FASB ASC 820.
12. Please note, to the extent that you intend to present the prior performance of the
Predecessor Fund within the registration statement, we will have further comments.

13. On page ii, in the penultimate bullet, the disclosure states “Shares…may not be
transferred or resold except as permitted under C-SPEF’s agreement and declaration of trust.”  Please define “C-SPEF’s agreement and declaration of trust” here.  Please also provide here a cross-reference to the section Transfer Restrictions  on page 63.

14. The disclosure in the final bullet on page ii states “The amount of distributions that C-
SPEF may pay, if any, is uncertain.”  With respect to C-SPEF’s distributions, please disclose the following as additional bolded bullets on the Cover, as appropriate:
Ɣ C-SPEF may pay distributions in significant part from sources that may not be
available in the future and that are unrelated to the Fund’s performance, such as offering proceeds, borrowings, and amounts from C-SPEF’s affiliates that are subject to repayment by investors.

x The Fund’s distributions may be funded from unlimited amounts of offering
proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Fund for investment.  Any capital returned to Shareholders through distributions will be distributed after payment of fees and expenses.

Richard Jason Alexander Elmhirst
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x A return of capital to Shareholders is a return of a portion of their original
investment in the Fund, thereby reducing the tax basis of their investment.  As a result from such reduction in tax basis, Shareholders may be subject to tax in connection with the sale of Shares, even if such Shares are sold at a loss relative to the Shareholder’s original investment.

Summary of Offering Terms
 Investment Objectives and Strategy  (pages 2)
 15. On page 2, the disclosure in the first line of the last paragraph states “C-SPEF may also
invest in debt issued by private companies.”  Please disclose here the credit quality of C-SPEF’s debt investments. Please also disclose the credit quality of these investments in Private Credit Investments on page 12.

16. In the second paragraph on page 3, the disclosure states “C-SPEF may make investments
directly or indirectly through one or more wholly owned subsidiaries….”  Regarding C-SPEF’s use of Subsidiaries:
a. Please note, any investment advisory agreement between a Subsidiary and its
investment adviser is a material contract that should be included as an exhibit to the registration statement.  For purposes of complying with Section 15(c), the reviews of the Fund’s and Subsidiaries’ investment advisory agreements may be
combined.

b. Confirm in correspondence that each Subsidiary and its board of directors will
agree to inspection by the staff of the Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the 1940 Act and the rules thereunder.

c. Confirm any wholly-owned Subsidiary’s management fee (including any
performance fee), if any, will be included in the line item “Advisory Fee” and the wholly-owned Subsidiary’s expenses will be included in “Other Expenses” in C-SPEF’s fee table.

17. In the penultimate line on page 2, the disclosure states “C-SPEF seeks to hold an amount
of Liquid Assets and other liquid investments consistent with prudent liquidity management.”  Please tell us in correspondence how you reconcile this disclosure with the potential for C-SPEF to “over-commit” as disclosed in the second full paragraph on page 3.
18. In this section, please briefly disclose C-SPEF’s principal investments, such as those
disclosed on pages 24-25 in Private Equity  and Special Situations/Other Private Assets .
For example, these sections describe C-SPEF’s direct and underlying investment in troubled companies, distressed debt and small/mid-market transactions, as well as the types of securities C-SPEF invests in.  Please also disclose the risks associated with the Fund’s principal investments in Principal Risk Factors .

Richard Jason Alexander Elmhirst
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Principal Risk Factors (page 3)

19. On page 3, in the second sentence of the introductory paragraph of this section, please
delete the phrase “which do not purport to be a complete description of any of the
particular risks referred to or a complete list of all risks involved in an investment in C-
SPEF” as this implies the Fund’s risk disclosure is materially incomplete.
20. On page 4, in the first paragraph of Conflicts of Interest , the disclosure states “For
example, the Adviser provides services to C-SPEF for which C-SPEF compensates it.  As a result, the Adviser has an incentive to enter into arrangements with C-SPEF, and faces conflicts of interests when balancing that incentive against the best interests of C-SPEF.”  Please clarify the conflict this  disclosure is describing ( i.e., how does compensation for
services create a conflict?  What is the Adviser’s incentive that it needs to balance against C-SPEF’s best interests?).

21. On page 4, in the second paragraph of Conflicts of Interest , the disclosure references the
application for an exemptive order to allow the Fund to co-invest alongside the Adviser’s affiliates.  Please disclose here there is no guarantee such relief will be granted.  Please include similar disclosure wherever C-SPEF’s exemptive applications are referenced throughout the registration statement.

22. On page 11, in Loans to Private Companies, please briefly describe the types of loans C-
SPEF will invest in.  In doing so, please describe the type of interest rates of the loans (e.g., floating) and disclose if C-SPEF will invest in covenant lite loans.

23. In this section, please disclose the risks associated with foreign investment, including
emerging markets, the use of leverage and in general the risks associated with C-SPEF’s principal investments.

Share Classes; Minimum Investments  (pages 12)
24. In the last sentence of the first paragraph on page 13, immediately following the phrase
“so long as initial investments” please insert “in C-SPEF”.
Advisory Fee  (page 16)
25. In the first paragraph of this section, the disclosure states that the Advisory Fee may be
based on 1) C-SPEF’s NAV or 2) NAV, less cash, plus “the total of all commitments made by C-SPEF that have not yet been drawn for investment,” whichever is greater.  Please disclose any conflicts this calculation of the Advisory Fee presents.  For example, would the Adviser have an increased incentive to make investments with longer term unfunded commitments or engage in an over-commitment strategy?

Richard Jason Alexander Elmhirst
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Distribution and Servicing Fee  (page 17)
26. The disclosure in the second paragraph states “Class D Shares and Class I-2 Shares pay a
Distribution and Servicing Fee to the Distributor at an annual rate…based on the aggregate net assets  of C-SPEF attributable to such class [emphasis added].”  Please
explain in the disclosure what “aggregate net assets” are.
Summary of Fees and Expenses (pages 20)

27. Do the calculations presented in the fee table assume a certain amount of leverage?  If so,
disclose this amount in the narrative preceding the fee table.
28. Consistent with Form N-2, the fee table includes a parenthetical after Estimated Annual
Operating Expenses noting that the expenses are shown as “a percentage of net assets attributable to Shares.”  Disclosure in footnote 3 explains that the Advisory Fee may be based on either NAV or the amount of NAV less cash and cash equivalents plus the total of all commitments made by C-SPEF that have not yet been drawn for investment.  Please explain to us how C-SPEF may account for the latter method of calculating the Advisory Fee (the method including unfunded commitments) without causing the fee table’s presentation of the Advisory Fee to be misleading.

29. In footnote 6, regarding repayments to the Adviser under the Expense Limitation
Agreement, the disclosure states “Any such repayments must be made within three years after the year  in which the Adviser incurred the expense [emphasis added].”  Please
replace “year” with “date” or “month”.

30. In the fee table, please insert a line item for Dividend Reinvestment and Cash Purchase
Plan Fees or explain why the line item has not been provided.  Please refer to Item 3 of Form N-2.

Investment Objective and Strategy (page 22)
31. On page 23, the disclosure references foreign investment, including companies and funds
in emerging markets.  If C-SPEF will focus its investments in a particular country or region, please disclose so.
 Investment Strategies  (page 24)
32. In the first line of the second paragraph of this section, the disclosure references an
“appropriately diversified portfolio”.  As C-SPEF is characterized as non-diversifed under the 1940 Act, to avoid confusion, please delete or replace the term “diversified”.  Please make corresponding changes throughout this section and the registration statement generally.
33. In the same paragraph, please provide context in the disclosure for the terms “top quartile
returns” and “as great as in the past”.

Richard Jason Alexander Elmhirst
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Types of Portfolio Investments (page 25)
 34. On page 25, in Co-Investments and Direct Investments , please disclose in plain English
the meaning of “risk-adjusted returns” and “minority investor” as used in the first paragraph of this section.

35. On page 26, the disclosure in the second line of Liquid Assets references “below
investment grade fixed-income securities.”  Please note here these are otherwise known as junk.

36. On page 27, in E