SecProbe.io

October 22, 2024

VIA E-mail
Radin Ahmadian 950 Third Avenue New York, New York 10022
Re: Coller Private Credit Secondaries (the “Fund”)
File Nos. 811-24003; 333-282188

Dear Mr. Ahmadian:
 We have reviewed the registration statement on Form N-2 filed September 18, 2024, 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. Going forward, please provide a cover letter introducing the filing and providing
specifics concerning the reason for making the filing.
2. 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.

3. Please supplementally explain if the Fund has submitted or intends to submit any
additional exemptive applications or a no-action request in connection with the Registration Statement.  Please inform us of the anticipated timing of any applications or requests for relief.
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.

Radin Ahmadian
Page 2

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. In the Fund’s investment objective, please move the terms “discount capture” and
“contractual interest” to strategy disclosure .  Please provide a plain English explanation
of what these terms mean, explain how they are achieved, and the impact to the Fund when they are achieved.  Please ensure any conflicts – such as fees payable to the Adviser or its affiliates – associated with these aspects of your strategy are addressed.
8. The first line of the second paragraph states “In pursuing its investment objective, the
Fund intends to invest primarily in an actively managed portfolio of credit assets.”  Please disclose how the Fund defines the term “credit assets” and what types of investments are credit assets (please provide this disclosure in addition to disclosure indicating how the Fund will obtain exposure to “credit assets”).  Please elaborate on your response here in the Summary section Investment Objectives and Strategy .

9. The penultimate sentence in the second paragraph states “The Fund’s investments will
primarily be acquired through privately negotiated transactions from investors in existing Private Credit Investments, either directly or indirectly through special purpose fund structures….”  Please clarify this sentence in the disclosure, addressing the following:

a. In the definition of Secondary Transactions, please clarify that “directly” refers to
investments obtained from investors in existing Private Credit Investments, and not from the Private Credit Investments themselves.
b. Please disclose the nature of the “special purpose fund structures” ( e.g., are they
wholly-owned by the Fund?  Are they registered?  If not, on what the basis are they excluded from registration under the 1940 Act?  Will they hold more than one investment?).

c. Please disclose the process by which the Fund would acquire Secondaries through
a “special purpose fund structure,” noting the parties to the negotiations, transfer restrictions and procedures, and ultimate ownership of the investments.

Radin Ahmadian
Page 3

d. Please explain to us supplementally the types of assets the special purpose fund
structures will hold.

10. With respect to the Proposed Reorganization, please disclose how the Predecessor Fund
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.  Also concerning the Proposed Reorganization, please address the following supplementally in correspondence:

a. Please tell us the nature of the relationship between the transacting parties and the
business and other reasons behind the Proposed Reorganization.
b. Please explain to us what information investors will have available to them about
the Predecessor Fund and its portfolio prior to purchasing shares of the Fund.

c. For the assets being transferred, please tell us whether the Predecessor Fund, its
adviser, or any of their respective affiliates, received any fees or reimbursements not in the ordinary course within the past year.  In addition, please disclose what percentage of the transferred portfolio, if any, is non-performing, in distress, or in payment in kind (PIK) status.

d. What are the future operating plans of th e selling entity and the retained assets?
Will the selling entity continue its operations?  Will it be winding down?  Will it be changing its strategy?

e. Will any LPs from the selling entity be transferring into the purchasing entity?
Will any of the selling entity’s management be involved with the purchasing entity post asset purchase?

f. How will the purchase impact the future strategy of the purchasing entity?

g. Please describe to us any financial statements of the Predecessor Fund, including
the periods presented in the financial statements, that will be included in the registration statement of the Fund.  Please explain to us the timing of when these financial statements will be included in the registration statement.

h. Please explain to us what assets will not be transferred from the Predecessor Fund
to the Fund, and why these assets will not be transferred.

i. 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.

Radin Ahmadian
Page 4

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.

j. 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.

11. In the third full paragraph on page ii, the disclosure indicates that the Proposed
Reorganization is subject to Board approval and that “[t]here is no guarantee that [it] will be approved or consummated.”  Please explain to us whether the Fund believes that the Proposed Reorganization is probable.  If it has been determined that the reorganization is
not yet probable, please provide us with an analysis of the factors considered in arriving
at this determination and why you believe it is appropriate to refer to it.
12. On the Cover, please disclose and specify the Fund’s principal strategies that are
speculative ( e.g., use of leverage, 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.
 Summary of Offering Terms
 Investment Objectives and Strategy (page 2)
 13. Please disclose how the Fund seeks to achieve its investment objective through
investment in Private Credit Investments -- how do these investments provide the discount capture, contractual interest, and capital appreciation?  In doing so, please address the following  in Summary fashion here and in  greater detail later in the
prospectus (as applicable):
a. Please disclose the types of data and analysis that the Fund will use to select its
investments.  Also, given the Fund’s intention to invest “primarily in an actively managed portfolio of credit assets,” please clarify how this strategy will further the Fund’s objective to seek capital appreciation ( e.g., will the Fund be seeking
undervalued debt securities and how will it determine that such security is undervalued?).
b. Please revise strategy-related disclosures to address how the Fund sources,
diligences, structures, and monitors its private investments.  In addition, please address the Fund’s strategies for dealing with under- and non-performing investments.  Revised disclosure should address the Adviser’s experience and capabilities.  In addition, please address any portfolio construction parameters such as position and sector limits, and similar considerations.

Radin Ahmadian
Page 5

c. Please briefly disclose the Fund’s principal investments, such as those disclosed
on page 32 in Private Credit Strategies .

14. Please confirm that the calculation of the Fund’s 80% test will not include uncalled
capital commitments that the Fund has made for Private Credit Investments.
15. Either here or at an appropriate place within the Registration Statement, regarding
Secondary Transactions, please disclose whether the Fund will obtain consents or other approvals from the issuers in all instances prior to purchasing the secondary investment.  If the Fund will not obtain consents in certain circumstances, please disclose so and explain why not.
16. In the last paragraph on page 2, to avoid confusion, please delete or replace the word
“diversified” as the Fund is characterized as non-diversified under the 1940 Act.

17. In the first full paragraph on page 4, the disclosure states “The Fund may make
investments directly or indirectly through one or more wholly owned subsidiaries….”  Regarding the Fund’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 the Fund’s fee table.

d. For any foreign Subsidiaries, please c onfirm the Subsidiary and its board of
directors will agree to designate an agent for service of process in the United States.

Principal Risk Factors (page 4)
18. On page 16, in Leverage Utilized by the Fund, the disclosure states “The Fund may also
borrow money through a credit facility or other arrangements….”  Please discuss in further detail the anticipated amount and timing of such leverage.  To the extent the Fund intends to obtain such leverage in the first year, ensure the estimated cost is reflected in the fee table.

Radin Ahmadian
Page 6

19. In Investment Objective and Strategy , the disclosure states the Adviser uses “quantitative
and qualitative analyses” in determining the Fund’s investments.  Please disclose the risks associated with quantitative and data-driven analysis.  Share Classes; Minimum Investments (page 17)
20. With respect to minimum investment amounts for each share class, the disclosures states
“The Fund, in its sole discretion, may waive these minimums, including  for trustees of
the Fund and [Coller Capital Employees] and vehicles controlled by such employees [emphasis added].”  Please explain to us supplementally if there are additional circumstances under which minimums may be waived and what those circumstances are.  Advisory Fee  (page 21)

21. In the first paragraph of this section, the disclosure states that the Advisory Fee is “based
on the greater of (i) the Fund’s NAV and (ii) the Fund’s NAV less cash and cash equivalents plus the total of all commitments made by the Fund that have not yet been drawn for investment.”  Please disclose any conflicts this calculation of the Advisory Fee presents and any procedures in place for managing the conflicts and ensuring the advisory fee is reasonable and appropriately calculated.  For example, would the Adviser have an increased incentive to make investments with longer term unfunded commitments or engage in an over-commitment strategy?
22. On page 22, in the first full paragraph, the disclosure states “the Adviser and its affiliates
will be entitled to reimbursement by the Fund of the Adviser’s and its affiliates’ cost of providing the Fund with certain non-advisory services.”  Please confirm these reimbursements are subject to the same three-year restrictions as those reimbursements covered within the Expense Limitation Agr eement (or if these reimbursements are
covered under the agreement, please disclose so).

Incentive Fee (page 22)
23. The disclosure indicates that “Pre-incentive fee net investment income” includes income
generated from original issue discounts and payment-in-kind income.  Will the Fund invest in instruments with deferred payment as a principal strategy?   If so, then revise
your Investment Strategy  disclosure to address what these income sources are and how
they will impact the Fund.
Summary of Fees and Expenses (pages 26)
24. 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.
25. 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

Radin Ahmadian
Page 7

of all commitments made by the Fund that have not yet been drawn for investment.
Please explain to us how the Fund may account for both methods of calculating the Advisory Fee without causing the fee table’s presentation of the Advisory Fee to be misleading.  Please also disclose how each method was recalculated to be based on the Fund’s net assets as presented in the fee table.

Use of Proceeds (page 29)
26. The disclosure in this section states that the proceeds from the sale of Shares will be
invested by the Fund in accordance with its investment objective and principal strategies “as soon as practicable after receipt” and that the Fund “anticipates that it will take a longer period of time to allocate proceeds…to certain investments.”  Please disclose with greater specificity what time period “as soon as practicable” and what “longer period of time” means (