Coller Capital, Inc. (“CCI”) was incorporated in the State of New York in 2003 as a wholly owned subsidiary
of Coller Capital Limited (“CCL”), an English limited company, for the purpose of providing certain services
to CCL. CCI began providing investment sub-advisory services to CCL pursuant to an investment
sub-advisory agreement from September 19, 2014; the agreement was amended and restated on May 2,
2023. CCL is a “participating affiliate” of CCI as that term has been used by the SEC’s Division of
Investment Management.
CCL acts as investment adviser to Coller Investment Management Limited (“CIM”) and Coller Credit
Secondaries Investment Management Limited (“CCSIM”) (formerly named Coller Credit Opportunities
Investment Management Limited), two Guernsey limited companies which in turn act as ultimate general
partner or manager of a number of private funds and related vehicles (the “Funds”) formed primarily to
pursue privately negotiated investments in the secondary market worldwide. Each of CIM, CCSIM and CCL
are subsidiaries of CICAP Limited. The ultimate principal owner of CIM, CCSIM and CCL, and therefore also
of CCI, is Jeremy Coller.
In a typical Fund structure, the general partner of the Fund is a limited partnership formed to act as general
partner of the Fund (the “Fund GP”). In most cases, CIM has acted as general partner of Fund GPs, and
through such entities has indirectly acted as ultimate general partner of each Fund. More recently, CIM and
CCSIM have acted as managers of Funds and as corporate directors of the funds’ ultimate general partners.
In these capacities, CIM and CCSIM have authority to manage the business and affairs of the Funds for
which they act.
Where the context requires (for example, when actual or potential conflicts of interests are discussed),
references to “Funds” in this Brochure should be read to refer not only to funds and related vehicles
managed by CIM or CCSIM, but also to funds and related vehicles managed by affiliates of CIM or CCSIM.
Investors in a Fund participate in the overall investment program for the Fund but may be excused from
particular investments due to legal, regulatory or other applicable constraints. Funds or Fund GPs may enter
into side letters or similar agreements with certain investors that have the effect of establishing rights
under, or altering or supplementing, a Fund’s private placement memorandum and other governing
documents (together, the “Governing Documents”). Investors generally are not permitted to withdraw or
redeem interests in Funds.
From time to time, a Fund GP may provide some investors, including investors in Funds, strategic partners,
and third parties with opportunities (including through participation in co-investment vehicles) to co-invest in
selected investments alongside a Fund.
While CIM, CCSIM and their affiliates maintain a framework for strategic partnerships and co-investments,
each Fund GP retains sole discretion with respect to offering any co-investment opportunities pertaining to
the related 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 Fund GP’s determination that their participation would
have the potential to provide benefits to the relevant 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,
Copyright © 2023 Coller Capital, Inc. Page 5 of 17
a potential co-investor’s ability to invest an amount of capital that fits the needs of the investment
(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.
A Fund GP 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
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
related Fund, taking into account portfolio construction, covenant compliance and other relevant
considerations, are not exceeded in connection with a particular investment or investments.
The Funds’ Governing Documents, as well as the Brochure issued by CIM, provide further
information regarding co-investments and the related potential for conflicts of interests, and any
investor or potential investor in a Fund should review the disclosures contained in such documents
carefully.
CIM is licensed and regulated by the Guernsey Financial Services Commission. While CIM is also registered
with the SEC as an investment adviser, it is not required to comply with many of the substantive
requirements under the U.S. Investment Advisers Act of 1940 (“Advisers Act”) because it has its principal
office and place of business outside of the United States and is deemed to have no direct advisory clients in
the United States.
CCSIM is licensed and regulated by the Guernsey Financial Services Commission. For Advisers Act
purposes, CCSIM 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.
CCL is authorized and regulated by the United Kingdom Financial Conduct Authority (the “FCA”). For
Advisers Act purposes, 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 all assets of Funds rests solely with CIM or CCSIM.
CCI provides non-discretionary sub-advisory services to CCL with respect to certain current and prospective
investments of the Funds. CCL is CCI’s only client, and CCI does not provide services to any other person.
CCI’s services primarily relate to investments originated from the United States. To the extent necessary or
appropriate, the scope of CCI’s services may be extended on a case-by-case basis.
As of March 31, 2023, CCI had $6.3097 billion in discretionary assets under management.
CCL separately receives non-discretionary sub-advisory services from another affiliated entity, Coller Capital
(Hong Kong) Limited, which is licensed by the Securities and Futures Commission in Hong Kong.