Coller Private Market Secondaries Advisors, LLC (“CPMSA” or the “Adviser”), a Delaware limited liability
company, was established in 2023 to act as investment adviser to the following types of vehicles:
investment companies (“RICs”) registered under the Investment Company Act, as amended
(the” Investment Company Act”),
private funds established under the laws of a State or other sub-division of the United States
(“Private Funds”) that serve as feeder vehicles to private funds established outside the United
States and advised by affiliates of the Adviser, where both private funds are exempt from
registration under the Investment Company Act pursuant to section 3(c)(1) or (7) of the Act, and
certain other pooled investment vehicles or client accounts (“Other Funds”).
Together, RICs, Private Funds, and Other Funds are referred to in this Brochure as “Client Funds”. Where
the context requires (for example, when actual or potential conflicts of interests are discussed),
references to “Client Funds” should be read to refer not only to vehicles and accounts managed by the
Adviser, but also to relevant vehicles and accounts managed by affiliates of the Adviser.
The Adviser is an indirect wholly owned subsidiary of CICAP Limited, a private limited company registered
in England and Wales (“CICAP” and, together with its direct and indirect subsidiaries, “Coller Capital”). The
Adviser intends to leverage Coller Capital’s global platform when acting as investment adviser to the
Client Funds. In particular, Coller Capital Limited, a private limited company registered in England and
Wales (“CCL”) that is a direct, wholly owned subsidiary of CICAP and that is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is a “participating affiliate” of the Adviser for
purposes of the Advisers Act. Resource sharing arrangements for the benefit of CPMSA are also in place
with Coller Capital, Inc., a corporation incorporated under the laws of the State of New York (“CCI”) that is
itself registered with the SEC as an investment adviser and that is a direct wholly owned subsidiary of,
and provides non-discretionary sub-advisory services to, CCI. Any employees of CCL who provide
services to the Adviser under the “participating affiliate” arrangement and any employee of Coller
Capital, Inc. that provides services to the Adviser will be considered an “associated person” of the Adviser
for purposes of the Advisers Act.
As of April 1, 2024, the Adviser had in discretionary assets under management, all of which
was related to its investment advisory services to Coller Secondaries Private Equity Opportunities Fund
(“C-SPEF”), a RIC in the form of a Delaware statutory trust.
Management of Client Funds
The Adviser manages each Client Fund in accordance with the particular investment objectives,
guidelines, and restrictions as set forth in such Client Fund’s prospectus, private placement
memorandum, limited partnership agreement or other relevant governing documents (collectively, the
“Governing Documents”). The Adviser’s advisory services for each Client Fund are detailed in the
applicable Governing Documents or in an investment advisory or similar agreement with the Client
Fund. The Client Funds are the Adviser’s only clients, and the Adviser will not enter into advisory
contracts nor offer advisory services to individuals or the institutions that may be investors in the
Client Funds. Accordingly, any reference in this Brochure to “clients” is always a reference to Client
Funds.
Investors in a Private Fund or, in some cases, an Other Fund participate in the overall investment
program for the Private Fund or Other Fund (as applicable) but may be excused from particular
investments due to legal, regulatory or other applicable constraints. A Private Fund or, in some cases,
an Other Fund, or the general partner of (or a person acting in a similar capacity for) such a fund (a
“Fund GP”), may enter into side letters or similar agreements with some investors that have the effect
of establishing rights under, or altering or supplementing, the fund’s Governing Documents. Investors
generally are not permitted to withdraw or redeem interests in Private Funds or, in some cases, Other
Funds.
Co-investments
From time to time, the Fund GP of a Private Fund or, in some cases, an Other Fund may provide some
investors, including investors in the fund, strategic partners, and third parties, with opportunities
(including through participation in co-investment vehicles) to co-invest in selected investments
alongside the fund.
While CPMSA and its affiliates maintain a framework for strategic partnerships and co-investments,
the Fund GP of a Private Fund or, in some cases, an Other Fund, retains sole discretion with respect to
offering any co-investment opportunities pertaining to the fund, including the selection of co-
investors, and has no obligation to offer any such opportunities to any particular investors,
or at all.
Potential participants in any co-investment opportunities may be selected as strategic partners,
based on the relevant Fund GP’s determination that their participation would have the potential to
provide benefits to the related fund. Relevant selection criteria in respect of the offering of co-
investments generally may also include
a potential co-investor’s skills, knowledge, or ability to commit capital with respect to targeted
asset classes, a relevant industry sector, geography or jurisdiction, the transaction structure or
the transaction counterparty,
a potential co-investor’s ability to invest an amount of capital that fits the needs of the
investment or investments in question (taking into account the amount of capital needed as
well as the maximum number of co-investors that can realistically participate), or
a potential co-investor’s ability to commit to opportunities within the required timeframe.
The Fund GP of a Private Fund or, in some cases, an Other Fund may also take into account whether a
potential co-investor has expressed an interest in evaluating co-investment opportunities, the terms
of any potential co-investor’s side letter with the fund or Fund GP, or other factors from time to time
considered appropriate by the Fund GP in its sole discretion, which factors may or may not be relevant
to the investment or investments in question. A Fund GP may, however, decide to offer co-
investments for other reasons, too, for example, where it believes that involving one or more co-
investors is necessary or appropriate to ensure that the risk appetite and investing capacity of the
relevant Private Fund or Other Fund (as applicable), taking into account portfolio construction,
covenant compliance and other relevant considerations, are not exceeded in connection with a
particular investment or investments. Transaction-specific returns, and an investor’s overall returns
from its indirect exposure to any investment, may be affected significantly by the extent to which such
investor is offered and chooses to participate in any co-investment opportunity. In most cases, co-
investments involve investment at the same time and on the same terms as the Private Fund or Other
Fund making the investment, subject to any exceptions set forth in the Governing Documents of the
fund. Alternatively, from time to time, for strategic, structuring or other reasons, a co-investor may
purchase a portion of an investment from a Private Fund or, in some cases, another Fund. Any such
purchase will typically occur shortly after the fund’s completion of the investment to avoid any
changes in valuation, and the co-investor may be charged interest on the purchase price to
compensate the fund for the holding period. In some cases, a co-investor will not invest in or through
any vehicle managed by CPMSA or any of its affiliates, but will invest, directly or through one or more
investment vehicles, in underlying third-party funds or companies. As such, a co-investor will bear its
own transaction and other costs associated with its investment and will not share in fees, costs,
expenses or liabilities (including, among other things, any broken deal expenses) incurred by CPMSA or
any of its affiliates on behalf of the relevant Private Fund or Other Fund (as applicable), unless such
sharing is specifically agreed.
CPMSA does not aggregate the performance of co-investments with that of any of its current Client
Funds, including for purposes of determining CPMSA’s fees or carried interest.
Co-investments may involve various conflicts of interests, as described in Item 10 below.
Regulatory status and permissions
CPMSA is a registered investment adviser. Registration of an investment adviser does not imply any
level of skill or training.
CCL, which is a “participating affiliate” of CPMSA for purposes of the Advisers Act, is authorized and
regulated by the Financial Conduct Authority in the United Kingdom (the “FCA”). For purposes of the
U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), CCL is an exempt reporting
adviser; that is, it relies on the private fund adviser exemption from registration but files reports on an
annual basis with the SEC. Pursuant to its authorization by the FCA, CCL is permitted to advise on, and
arrange deals in, specified types of investments. CCL is not authorized to manage investments and
does not have discretionary authority over any client assets. Discretionary authority over Client Funds
remains with CPMSA.
CCI, which shares certain resources with CPMSA, is itself a registered investment adviser. CCI serves
as a non-discretionary sub-adviser to CCL, does not manage investments and does not have
discretionary authority over any client assets. Discretionary authority over Client Funds remains with
CPMSA.
CPMSA, CCL and CCI are all direct or indirect subsidiaries of CICAP. The ultimate principal owner of all
of these entities is Jeremy Coller.