SecProbe.io

CORRESP
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    February 4, 2025
    Coller Private Market

    Secondaries Advisors, LLC

    950 Third Avenue

    U.S. Securities and Exchange Commission
    New York NY 10022

    Division of Investment Management

    100 F Street, NE
    Tel: +1 212 644 8500

    Washington, DC 20529
    Fax: +1 212 644 9133

    Attn: Karen Rossotto

    info@collercapital.com

    www.collercapital.com

 Re: Coller
Private Credit Secondaries (the “Fund”)

File Nos. 811-24003; 333-282188

Dear
Ms. Rossotto:

Thank
you for your comments regarding the Fund’s initial registration statement on Form N-2 under the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended (the “1940 Act”), filed with the U.S. Securities and Exchange Commission
(the “Commission”) on September 18, 2024 (the “Registration Statement”).

We
write to respond to the comments received from the staff (the “Staff”) of the Division of Investment Management of the Commission
by email on October 22, 2024 (the “Comment Letter”). Below, we describe the changes made to the Registration Statement in
response to the Staff’s comments and provide any responses or supplemental explanations of such comments, as requested. These changes
are expected to be reflected in Pre-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement, which will
be filed via EDGAR on or about February 4, 2025. Capitalized terms not otherwise defined herein have the meanings ascribed to them in
the Registration Statement. Where the Fund will revise disclosure in the Registration Statement in response to a comment, additions
are underlined and deletions are struck.

 Comment
                            1. Going
forward, please provide a cover letter introducing the filing and providing specifics concerning the reason for making the filing.

 Response
                               1. The
Fund confirms that for future Registration Statement filings it will include a cover letter introducing the filing and describing the
reason for the filing.

 Comment
                            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.

 Response
                            2. The
Fund respectfully acknowledges the Staff’s comment.

 Comment
                            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.

 Response
                               3. The
Fund confirms that it has not submitted, nor does it intend to submit, any exemptive applications or no-action requests in connection
with the Registration Statement. As described in the Registration Statement, the Fund intends to rely on exemptive orders received by
the Adviser from the Commission that permit the Fund to offer multiple classes of shares and to co-invest alongside certain affiliates
of the Adviser in privately negotiated transactions, in each case subject to certain terms and conditions.

    Page 1 of 15

 Comment
                            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.

 Response
                               4. The
Fund confirms that it has not presented, nor does the Fund currently intend to present, any “test the waters” materials to
potential investors in connection with its offering of Shares.

 Comment
                            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.

 Response
                               5. The
Fund confirms that it does not currently intend to issue debt securities or preferred shares within a year from the effective date of
the Registration Statement.

 Comment
                            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.

 Response
                               6. Simultaneously
with the Fund beginning to accept offers to purchase Shares (“Commencement of Operations”), the Adviser expects that the
Predecessor Fund will reorganize with and transfer substantially all of its assets and liabilities to the Fund (the “Proposed
Reorganization”) in a transaction conducted in reliance on Guidestone Financial, et al., SEC Staff No-Action Letter (pub. avail.
Dec. 27, 2006) (the “Guidestone Letter”). The Fund confirms that the Proposed Reorganization will be effected in accordance
with the conditions of the Guidestone Letter, including the terms of paragraphs (b), (c), (d), (e), (f) and (g) of Rule 17a-7 under the
1940 Act and the provisions of Rule 17a-8 under the 1940 Act (as these provisions apply to a reorganization involving an unregistered
fund that is eligible to rely on Rule 17a-8 and a registered investment company). In addition, as contemplated by the conditions of the
Guidestone Letter:

 i. the
                                            Fund will be a shell portfolio as of the time of the Proposed Reorganization;

 ii. the
                                            assets of the Predecessor Fund will consist of securities or commitments to acquire securities
                                            that are appropriate, in type and amount, for investment by the Fund in light of its investment
                                            objectives and policies;

 iii. the
                                            Predecessor Fund will transfer substantially all of its assets and liabilities to the Fund
                                            in exchange for Shares of the Fund having a net asset value equal to the value of the assets
                                            of the Predecessor Fund delivered to the Fund less the value of the liabilities of the Predecessor
                                            Fund assumed by the Fund;

 iv. the
                                            Fund and the Predecessor Fund will have the same procedures for determining their net asset
                                            values and will follow those procedures in determining the number of Shares to be issued
                                            in the Proposed Reorganization;

 v. the
                                            transfer of the Predecessor Fund assets and liabilities to the Fund in exchange for Shares
                                            of the Fund will be effected simultaneously with the issuance of Shares of the Fund in connection
                                            with the Fund’s Commencement of Operations;

 vi. the
                                            Fund will comply with the recordkeeping requirements described in the Guidestone Letter;

    Page 2 of 15

 vii. the
                                            Adviser will, consistent with its fiduciary duties, disclose to the trustees of the Fund
                                            who are not “interested persons,” as defined in Section 2(a)(19) of the 1940
                                            Act (the “Independent Trustees”), the existence of, and all of the material facts
                                            relating to, any conflicts of interests between the Adviser and the Fund with regard to the
                                            Proposed Reorganization to facilitate the ability of the Independent Trustees to evaluate
                                            and approve the Proposed Reorganization; and

 viii. the
                                            Adviser will bear the costs associated with the Proposed Reorganization.

 Comment
                            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.

 Response
                            7. The
terms “discount capture” and “contractual interest” have been removed from the investment objective to avoid
confusion. The Fund believes these general concepts are more clearly described in the principal investment strategies.

 Comment
                            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.

 Response
                            8. The
disclosure will be revised accordingly in the Amendment.

 Comment
                            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.

 Response
                            9a. The
disclosure will be revised in the Amendment to clarify that, in a Secondary Transaction, “directly” refers to the Fund acquiring
the Private Credit Investment directly from a third-party seller rather than making a Primary Commitment to a Portfolio Fund directly.

 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?).

 Response
                            9b. The
“special purpose fund structures” described in the Registration Statement will be Subsidiaries that will be wholly-owned
by the Fund. These wholly-owned Subsidiaries will not be required to be registered under the 1940 Act, as such subsidiaries are expected
to be able to rely on Section 3(c)(1) or 3(c)(7) of the 1940 Act. The Fund also expects that each special purpose vehicle will own more
than one investment.

    Page 3 of 15

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

 Response
                            9c. The
process by which the Fund will acquire Private Credit Investments through Secondary Transactions using special purpose fund structures
(“SPV”, or collectively “SPVs”) generally will mirror the process by which the Fund will directly invest through
Secondary Transactions. The SPVs serve merely as vehicles or mediums for holding these investments, and these SPVs generally will be
wholly-owned by the Fund. The ultimate ownership and economic interest in the investments will remain with the Fund, and any transfer
restrictions or procedures will be outlined in the agreements governing both the SPVs and the underlying investments.

The
typical process by which the Fund will acquire Private Credit Investments through Secondary Transactions using an SPV involves the Fund
establishing a wholly-owned subsidiary, having the SPV enter into a transaction to acquire a Private Credit Investment, and having the
Fund contribute cash to the SPV to finance the Private Credit Investment in connection with the closing of the Secondary Transaction.
The Fund would retain full ownership of all the outstanding equity interests of the SPV, and accordingly, full ownership of the underlying
Private Credit Investment. Disclosure will be added in the Amendment describing this process.

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

 Response
                            9d. The
SPVs described herein will hold Private Credit Investments, consistent with the Fund’s stated investment policies and principal
investment strategies.

 Comment
                            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.

 Response
                               10. The
Fund confirms that, in connection with the Fund’s reliance on the Guidestone Letter, the Fund and the Predecessor Fund will have
the same procedures for determining their net asset values and will follow those procedures in determining the number of Shares issued
in connection with the Proposed Reorganization. Such procedures will also include the preparation of a report by an independent evaluator
regarding the value of any assets for which market quotations are not readily available that sets forth the value of each such asset
as of the date of the transaction. The Fund anticipates that the valuation procedures in effect at the time of the Proposed Reorganization
will provide for the value of such assets to be their fair market value at the time of the Proposed Reorganization. Accordingly, investors
in the Predecessor Fund will receive a number of Shares of the Fund proportional to the net asset value of the assets of the Predecessor
Fund delivered to the Fund less the liabilities of the Predecessor Fund assumed by the Fund. The Fund confirms that it does not expect
there to be any dilution for other shareholders who purchase Shares in the initial offering of the Fund.

    Page 4 of 15

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.

 Response