SecProbe.io

January 29, 2025
VIA E-mailMatthew J. Carter, Esq.
Dechert LLP1900 K Street, NW
Washington, DC 20006
Re: CCS IX Portfolio Holdings, LLC
File No. 000-56718
Dear Mr. Carter:
On December 31, 2024, you filed a registration statement on Form 10 on behalf of CCS
IX Portfolio Holdings, LLC (the “Company”). We have reviewed the regi stration statement and
have provided our comments below.  Where a comme nt is made in one lo cation, it is applicable
to all similar disclosure appearing elsewhere in the registration statement.  All capitalized terms
not otherwise defined herein have the meaning gi ven to them in the registration statement.
Please respond to this letter w ithin ten (10) business days by either amending the filing,
providing the requested information, or advi sing us when you will provide the requested
information.  We may have additional comments af ter reviewing your responses to the following
comments, or any amendment to the filing.
We note that the Company is voluntarily regi stering shares of its common stock under
Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”).  Please note that a filing on Form 10 goes effective automatically by lapse of time 60 days after the original filing date, pursuant to Exchange Act Section 12(g)(1).  If our comments are not satisfactorily addressed
within this 60-day time period, you should consider withdrawing the Company’s Form 10 prior
to its effectiveness, and re-f iling a revised Form 10 that includes changes responsive to our
comments.  If the Company chooses not to withdraw  its Form 10 registration statement, it will be
subject to the reporting requirements of Exchange Act Section 13(a).  Additionally, we will
continue to review the filing until all of our comments have been satisfactorily addressed.

Mr. Matthew J. Carter, Esq.
January 29, 2025

  Page 2 of 7  REGISTRATION STATEMENT
Explanatory Note (page 1)
1. Please include the following in the e xplanatory note, as applicable:
a. The Company’s common stock is not curre ntly listed on an exchange, and it is
uncertain whether a secondary market will develop;
b. Repurchases of common stock by the Compa ny, if any, are expected to be very
limited;
c. An investment in the Company may not be suitable for investors who may need
the money they invest in a specified time frame;
d. Investment in the Company is suitabl e only for sophisticated investors and
requires the financial ability  and willingness to accept the high risks and lack of
liquidity inherent in an i nvestment in the Company;
e. The Company intends to invest primarily in privately-held companies for which
very little public information exists. Such  companies are also generally more
vulnerable to economic downturns and may experience substantial variations in
operating results; and
f. The privately-held companies and below-investment-grade securities in which the
Company will invest will be difficult to value and are illiquid.
2. Please confirm supplementally, if accurate, that the number “IX” as used in the
Company name does not have  any particular meaning in connection with the
Company’s strategy.
3. Given the lengthy discussion of risk factors that begins on page 25, please include at
the beginning of the filing a series of concis e, bulleted or numbered statements that is
no more than two pages summarizi ng the principal risk factors.
Item 1. Business (page 3)
4. Page 3 indicates that the Company intends to  elect to be regulated as a BDC.  Please
disclose when election to be regulated as a BDC will be filed.
5. The first sentence in the second paragraph on page 3 states that that the investment
objective is to provide unitholders with “substantial current income and long-term
capital appreciation…” Please disclose how the Company is defining “substantial.”
6. The last sentence in the second paragraph on page 3 states that the Company may also
invest in “other debt or equity securities.”  Please clarify in disclosure the nature of any such other debt or equity securities.
7. The third paragraph on page 3 states that  the Company’s investment objective is
accomplished through, among other things, “origi nating investments in  what we believe
to be middle-market companies with str ong business fundamentals…”  Please briefly
explain supplementally the use of the langu age “what we believe to be” in this

Mr. Matthew J. Carter, Esq.
January 29, 2025

  Page 3 of 7  sentence, and please clarify in disclosure  how the Company is defining/considering
“strong business fundamentals.”
8. The sixth paragraph on page 3 indicates th at the Company may form wholly-owned
subsidiaries.  To the extent that the Company will have primary control over any entities that primarily engage in inve stment activities in securities or other assets, please respond
to the following comments:
a. Disclose that such subsidiaries include entities that engage in investment activities
in securities or other assets that are primarily controlled by the Company;
b. Disclose that the Company complies with the provisions of the Investment
Company Act governing inves tment policies (Section 8) on an aggregate basis
with the subsidiary;
c. Disclose that the Company complies with the provisions of the Investment
Company Act governing capital structure a nd leverage (Section 18, as modified
by Section 61) on an aggregate basis with the subsidiary so that the Company treats the subsidiary’s debt as its  own for purposes of Section 18;
d. Disclose that any investment  adviser to the subsidiary complies with provisions of
the Investment Company Act relating to investment advisory contracts (Section
15 as it applies through Section 59) as if it were an investment adviser to the
Company under Section 2(a)(20) of  the Investment Company Act;
e. Disclose that each subsidiary complies with provisions relating to affiliated
transactions and custody (Section 17 as modified by Section 57).  Identify the
custodian of the subsidiary, if any;
f. Disclose any of the subsidia ry’s principal investment st rategies or principal risks
that constitute principal i nvestment strategies or risks of the Company. The
principal investment st rategies and principal risk disc losures of a fund that invests
in a subsidiary should reflect aggregate operations of the fund and the subsidiary;
g. Explain in correspondence whether the fina ncial statements of the subsidiary will
be consolidated with those of the Company. If not, please explain why not;
h. Confirm in correspondence that the subsidia ry and its board of directors will agree
to inspection by the staff of the subsid iary’s books and records, which will be
maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder as modified  by Section 64 of the 1940 Act;
i. Confirm in correspondence that the wholly -owned subsidiary’s management fee
(including any performance fee), if any, will be included in “Management Fees,”
and the wholly-owned subsidiary’s expenses will be included in “Other Expenses” in the Company’s fee table, as appropriate; and
j. Please disclose that the Company does no t/does not currently intend to create or
acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly-owned by the Company.

Mr. Matthew J. Carter, Esq.
January 29, 2025

  Page 4 of 7  9. Please reconcile the language in the "Base Management Fee" section on page 8 versus
the language in the "Investment Advisory a nd Management Agreement" with respect to
how the fee is calculated and payment frequency.
10. Please confirm whether the Company will utilize leverage during the first year of
investment operations.
Investment Strategy (pages 4-7)
11. The first sentence under the “Investment Stra tegy” subheading on page 4 indicates that
the Company’s strategy will seek to generate “substantial current income and meaningful long-term capital gains.”  Please disclose how the Company defines
“substantial” and “meaningful” in this context.
12. The second sentence of the second paragr aph under the “Investment Strategy”
subheading on page 4 indicates that the Advi ser’s strategy seeks to, among other things,
“provide for enhanced contro ls…” Please clarify in disclosure what the Company means
by “enhanced controls.”
13. Does the Company currently hold any investme nts, or intend to hold any investments,
prior to effectiveness of the registration st atement?  Has the Company entered into, or
does the Company intend to enter into, any warehousing transaction for purposes of
establishing the initial investment portfolio of the Company?
Private Offering of Common Units (page 7)
14. Will the terms of the Subscription Agreements referenced on page 7 materially differ
depending on the investor?  We may have furt her comments.  Please also see Comment
33 below.
Investment Advisory Agreement (page 8)
15. The disclosure on page 8 under "Investment Advisory Agreement" states that the
Company "intends" to enter into an adviso ry agreement with the Adviser.  Please
supplementally explain when the Company intend s to enter into such an agreement.  If
the Company does not enter into such an agreement prior to offering shares, please
supplementally explain how th e Company will be managed.
16. Please consider including a fee table that co mplies with the requirements of Form N-2.
17. Please confirm in correspondence whethe r the Company has any incentive fee
arrangements.  If there is an incentive arrangement, please include details of the incentive compensation and include an ex ample of how the calculations work.
Item 1A. Risk Factors (pages 25-52)
18. Please ensure that each strategy disclose d in the Company’s principal investment
strategy is addressed in the principal risk se ction, and vice versa.  Specifically, please be
sure the following investment t ypes, which appear to be addr essed in the principal risk
section, are also discussed in the Company’ s principal strategy s ection: floating rate
debt; illiquid loans/securities; unrated/high-yi eld/junk debt; CLOs; c ovenant-lite loans;

Mr. Matthew J. Carter, Esq.
January 29, 2025

  Page 5 of 7  first-lien senior secured loans/unitranche loan s; syndicated loans; and debt of leveraged
companies.
19. Disclose the cost of ’34 Act reporting as an  additional risk, or direct us to such
disclosure.
20. Please disclose how long it is expected to take to fully invest net proceeds in accordance
with the Company’s investment objectives a nd policies, the reasons for any anticipated
lengthy delay in investing th e net proceeds, and the c onsequences of any delay.
21. Disclosure on page 42 references the use of credit derivatives. Please discuss the use of
credit or other derivatives in the principal st rategy section, including the extent to which
any such derivatives may be used.
22. Disclosure on page 44 indicates that the Company expects substantially all of its
investments will involve loans and private securities.  Please supplementally explain
whether the Company will invest more than 15% of its assets in funds relying on the
exclusions under Sections 3(c)(1) and/or 3(c)(7) of the 1940 Act.  We may have
additional comments.
Item 4. Security Ownership of Certain Bene ficial Owners and Management (page 56)
23. Please revise the table on page 56 to incl ude a column listing the class of security.
Item 5. Directors and Executive Officers (page 56)
24. Disclosure on page 3 states that the Board cons ists of five directors, three of whom are
independent.  Please reconcile this with disclosure on page 56, which indicates that the
Board consists of six members, five of  whom are not “interested persons.”
Item 7. Certain Relationships and Related Transactions, and Director Independence (pages
61-62)
25. Disclosure on page 62 references an Expe nse Support Agreement.  Please consider
disclosing an expense example that conforms  to the requirements of Instruction 11 to
Item 3.1 of Form N-2.  We believe that such disclosure would be helpful to investors.
26. Please also provide examples  demonstrating the operation of an incentive fee, and a
graphical representation of the income-r elated portion of any incentive fee.

Item 15. Financial Statements and Exhibits (pages 69-70)
27. Please provide a copy of the Company's bylaws.
28. Please file finalized documents and agreements, rather than any “form of” agreements.
29. Please furnish all financial statements and supplementary financial information required
by Regulation S-X at least 15 days prior to the Form 10's effectiveness to allow us
enough time to review.  Audite d financial statements, s upplemented by interim period
financial statements, if required, should be dated within 135 days.

Mr. Matthew J. Carter, Esq.
January 29, 2025

  Page 6 of 7  30. In an amendment, please include an estimate of organizational and offering costs
incurred.  In addition, please consider disclo sing the accounting treatment for these costs
that aligns with the disclosure in the notes to the financial statements.
31. In connection with the First Amended and Restated Limited Liability Company
Agreement included as Exhibit 3.3 (“LLC Agreement”), please revise the provision
under Section 12.6(d) to state that the ex clusive Delaware forum provision does not
apply to claims arising under the federal secu rities laws.  Please also disclose in an
appropriate location in the prospectus the provision and corresponding risks of such a
provision even as to non-federal securities law claims ( e.g., that shareholders may have
to bring suit in an inconveni ent and less favorable forum) and that the provision does not
apply to claims arising under the federal securities laws.
32. In connection with Section 12.6(g) of the LLC  Agreement, please confirm the following
supplementally, and also make any related revisions to th e disclosure, or otherwise
explain how such terms comply with federal securities laws ( e.g., Adviser's fiduciary
duty, Reg F-D):
a. The Adviser will not provide investors or others with information that would
allow those investors to benef it at the Company's expense;
b. The Company will not make selective di sclosure of material information,
including portfolio holdings of the Company.
33. In connection with Section 12.6(j) of the LLC  Agreement, and specifically the language
referencing the Company’s ability to enter into side letters with individual Members (“Other Agreement”), please expl ain the following supplementally:
a. How having subscription agreements and/or  side letters with different terms
would comply with Sections 18/61 under the 1940 Act ( e.g., could it result in an
investor having priority over any other investor as to distribution of assets or
payment of dividends?);
b. Whether different terms in any subscrip tion agreement and/or side letter could
have a material, negative effect  on other Company investors;
c. Whether the terms of different subscription agreements and/or side letters will be
disclosed to all Company investors, and how they will be disclosed including the timing of such disclosure;
d. Whether the terms of these subscription ag reements and/or side letters include
preferential redemption or withdrawal ri ghts, or about portfolio holdings or
exposures; and
e. Whether the terms of these subscription ag reements and/or side letters have a
direct or indirect effect on the management fee attributable to the applicable
shareholders with whom such agreements are made.
General Comments
34. Response to this letter should be in the form  of a pre-effective amendment filed under the
Exchange Act.  The amendment filing shou ld be accompanied by a supplemental letter
that includes your responses to each of thes e comments.  Where no change will be made

Mr. Matthew J. Carter, Esq.
January 29, 2025

  Page 7 of 7  in the filing in response to a comment, please indicate this fact in your supplemental letter
and briefly state the basis for your positi