Correspondence 0001133228-24-000346 from Coller Secondaries Private Equity Opportunities Fund (CIK 0001969180)
Coller Secondaries Private Equity Opportunities Fund (CIK 0001969180)
Date: Jan. 22, 2024 · CIK: 0001969180 · Accession: 0001133228-24-000346
AI Filing Summary & Sentiment
File numbers found in text: 333-272265, 811-23879
Referenced dates: December 1, 2023
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CORRESP
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Simpson Thacher & Bartlett LLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017-3954
TELEPHONE: +1-212-455-2851
January 10, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Investment Management
100 F Street, N.W.
Washington, D.C. 20549
Attn: Karen Rossotto and Jeffrey Long
Re:
Coller Secondaries Private Equity Opportunities Fund
File Nos. 811-23879 and 333-272265
Ladies and Gentlemen:
On behalf of Coller Secondaries
Private Equity Opportunities Fund (the “Fund”), we are providing the following responses to supplemental comments received
from the staff (the “Staff”) of the Division of Investment Management of the U.S. Securities and Exchange Commission (the
“Commission”) by telephone on January 4, 2024 (the “Supplemental Comments”) relating to the Fund’s registration
statement on Form N-2 under the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940,
as amended (the “1940 Act”), filed with the Commission on May 30, 2023 (the “Registration Statement”).
For convenience of reference, the
Supplemental Comments have been reproduced herein. All capitalized terms used but not defined in this letter have the meanings given to
them in the Registration Statement.
1. Supplemental Comment: Please explain in correspondence whether any of the Private Equity Investments
held by the Predecessor Fund will be purchased from the Adviser or an affiliate of the Adviser.
Response: The Fund confirms that none
of the Private Equity Investments acquired by the Predecessor Fund will be purchased from the balance sheet or proprietary account of
the Adviser or an affiliate of the Adviser.
2. Supplemental Comment: Please confirm in correspondence that only investments held by the Predecessor
Fund will be transferred to the Fund as part of the contemplated transaction with the Predecessor Fund and held by the Fund prior to the
Commencement of Operations.
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Response: The Fund confirms that following the
contemplated transaction with the Predecessor Fund and prior to the Commencement of Operations, the only assets of the Fund will be (1)
the investments transferred by the Predecessor Fund to the Fund as part of the contemplated transaction with the Predecessor Fund and
(2) the $100,000 of regulatory capital required by Section 14 of the 1940 Act (which will be maintained in cash until after the transaction).
3. Supplemental Comment: Your letter dated December 1, 2023 states that the Predecessor Fund maintains
an investment objective, strategies and investment policies, guidelines and restrictions that are, in all material respects, equivalent
to those of the Fund. Please clarify what is meant by “in all material respects” and explain whether there are any differences
that are deemed not material.
Response: The Fund notes that the Predecessor
Fund was formed for the purpose of assembling a seed portfolio of Private Equity Investments that are consistent with the Fund’s
investment objective and policies. To ensure that all of the Private Equity Investments held by the Predecessor Fund can be transferred
to the Fund as part of the contemplated transaction and to reduce any potential friction, the investment objective, strategies and investment
policies, guidelines and restrictions of the Predecessor Fund were designed to mirror those of the Fund. For example, although the Predecessor
Fund is not registered under the 1940 Act and is not limited in its use of leverage, it has adopted the same leverage limitations as those
applicable to the Fund under the 1940 Act.
The Fund acknowledges that certain structural differences
between the Fund and the Predecessor Fund may result in non-material differences in the management of the Fund and the Predecessor Fund.
For example, the Fund may have different liquidity needs than the Predecessor Fund. The Predecessor Fund operates on a drawdown model,
as is typical for private funds, and does not expect to offer periodic liquidity to its investors. In contrast, the Fund will employ a
fully funded, subscription based model and expects to repurchase its Shares in quarterly tender offers. As a result, the Fund may invest
a portion of its assets in a portfolio of short-term debt securities, money market instruments, cash and/or cash equivalents to manage
its subscription and repurchase processes. The Predecessor Fund does not maintain a sleeve of investments for such liquidity management
purposes (although it would not be prohibited from doing so under its investment policies and restrictions). The Fund believes that any
differences in the management of the Fund and the Predecessor Fund resulting from these types of differences in the structure of the Fund
and the Predecessor Fund are not material to a Shareholder’s investment in the Fund.
_______________________
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Please call me at (212) 455-2851 with any questions you
may have regarding this filing or if you wish to discuss the above responses.
Very truly yours,
/s/ Nathan D. Somogie
Simpson Thacher & Bartlett LLP
cc: Jay Williamson, Securities and Exchange Commission
Richard Jason Alexander Elmhirst, Esq., Coller Private Market
Secondaries Advisors, LLC
Alexander Wahllof-Malinconico, Coller Private Market Secondaries Advisors, LLC
Josh Schnurman, Coller Private Market Secondaries Advisors, LLC
Radin Ahmadian, Esq., Coller Private Market Secondaries Advisors, LLC
Rajib Chanda, Esq., Simpson Thacher & Bartlett LLP
John Fitzgerald, Esq., Simpson Thacher & Bartlett LLP
Benjamin Ruano, Esq., Simpson Thacher & Bartlett LLP