Coller Investment Management Limited (“CIM”), a Guernsey limited company, was established in 1995 to
act as the general partner of a partnership formed to undertake a secondary purchase of a portfolio of
private equity assets. Since then, CIM has acted as the ultimate general partner or manager of a number of
funds and related vehicles (the “Client Funds”) formed primarily to pursue privately negotiated investments
in the secondary market worldwide.
In a typical Client Fund structure, the general partner of the Client Fund is a limited partnership formed to act
as general partner of the Client 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 Client Funds. More
recently, CIM has acted as manager of Client Funds and as corporate director of the funds’ ultimate general
partner. In these capacities, CIM has authority to manage the business and affairs of the Client Funds.
Management of Client Funds
CIM manages each Client Fund in accordance with the particular investment objectives and restrictions
set forth in such Client Fund’s confidential private placement memorandum, limited partnership
agreement and other governing documents (collectively the “Governing Documents”). CIM’s advisory
services for each Client Fund are detailed in the applicable Governing Documents. CIM’s only clients are
the Client Funds and CIM neither enters into advisory contracts nor offers investment management or
advisory services to individuals or 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 Client Fund participate in the overall investment program for the Client Fund but may be
excused from particular investments due to legal, regulatory or other applicable constraints. Client Funds
or Fund GPs may enter into side letters or similar agreements with some investors that have the effect
of establishing rights under, or altering or supplementing, a Client Fund’s Governing Documents.
Investors generally are not permitted to withdraw or redeem interests in Client Funds.
Where the context requires (for example, when actual or potential conflicts of interests are discussed),
references to “Client Funds” in this Brochure should be read to refer not only to funds and related
vehicles managed by CIM itself, but also to funds and related vehicles managed by affiliates of CIM.
Co-investments
From time to time, a Fund GP may provide some investors, including investors in Client Funds, strategic
partners, and third parties with opportunities (including through participation in co-investment vehicles) to
co-invest in selected investments alongside a Client Fund.
While CIM and its 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 Client 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 Client 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.
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 Client Fund, 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 Client Fund making the investment, subject
to any exceptions set forth in the Governing Documents of the Client Fund. Alternatively, from time to
time, for strategic, structuring or other reasons, a co-investor may purchase a portion of an investment
from a Client Fund. Any such purchase will typically occur shortly after the Client 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 Client Fund for the holding period. In some cases, a co-investor will
not invest in or through any vehicle managed by CIM 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
CIM or any of its affiliates on behalf of the relevant Client Fund unless such sharing is specifically agreed.
CIM does not aggregate the performance of co-investments with that of any of its current Client Funds,
including for purposes of determining CIM’s fees or carried interest. Co-investments may involve various
conflicts of interests, as described in Item 10 below.
Regulatory status and permissions
CIM is licensed and regulated by the Guernsey Financial Services Commission (the “GFSC”). 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. Generally, CIM is only required to comply with specified
recordkeeping requirements and CIM is not required to provide a brochure to its non-US clients.
Although not required to provide this Brochure, CIM has prepared this Brochure to provide information
that may be of interest to existing and potential investors in Client Funds.
CIM has retained Coller Capital Limited (“CCL”), an English limited company, to serve as its investment
adviser in relation to the Client Funds. 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 Client Funds rests
solely with CIM.
CCL receives non-discretionary sub-advisory services from its wholly owned subsidiaries, Coller Capital,
Inc. (“CCI”), a New York corporation, and Coller Capital (Hong Kong) Limited (“CCHKL”), a Hong Kong
limited company. CCI is registered with the SEC as an investment adviser. CCL is a “participating
affiliate” of CCI as that term has been used by the SEC’s Division of Investment Management. CCHKL is
licensed by the Securities and Futures Commission in Hong Kong (“SFC”).
Both CIM and CCL are subsidiaries of CICAP Limited. The ultimate principal owner of both CIM and CCL
is Jeremy Coller.
As of March 31, 2023, CIM had $21.3348 billion in discretionary assets under management.