August 26, 2020
Brad A. Green, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036-8299
Re: CPG Cooper Square International Equity, LLC
File Nos. 333-239925 and 811-23590
Dear Mr. Green:
On July 17, 2020, you filed a registration statement on Form N-2 in
connection with the
registration of Class A and Class I units of limited liability company
interests ("Units") of CPG
Cooper Square International Equity, LLC (the Fund ). On July 28, 2020, you
filed a pre-
effective amendment to the registration statement. We have reviewed the
pre-effective
amendment, and have provided our comments below. For convenience, we generally
organized
our comments using headings and defined terms from the pre-effective amendment.
Where a
comment is made in one location, it is applicable to all similar disclosure
appearing elsewhere in
the pre-effective amendment.
PROSPECTUS
Cover Page
1. The second paragraph of this page states that the Fund seeks to achieve
its investment
objective by investing primarily in equity securities of non-U.S.-domiciled
issuers. Please also
disclose in this paragraph, as well as in the Investment Program section
on page 1 of the
prospectus and throughout the prospectus that, as disclosed in the fourth
bullet point on page 14,
the Fund s investments in non-U.S.-domiciled issuers include emerging market
issuers.
2. Please explain to us how an issuer being domiciled in a non-U.S.
country economically
ties the issuer to that country. See Investment Company Names, Investment
Company Act
Release No. 24828, at n. 42 (Jan. 17, 2001).
Brad A. Green, Esq.
August 26, 2020
Page 2
3. Please disclose in this section the Fund s market capitalization
policy with regard to its
equity securities.
Inside Cover Page (Page ii)
4. This page provides four bullet points regarding the Fund s illiquidity
and distributions.
Please ensure that these bullet points appear on the outside front cover page
of the prospectus.
Prospectus Summary Investment Program (Page 1)
5. The first paragraph of this section states that the Fund s
investments may include
convertible securities. If the Fund s convertible securities will include
contingent convertible
bonds, please disclose in this section, and provide appropriate risk disclosure
in the discussions
of the Fund s risks.
Prospectus Summary The Offering (Page 2)
6. The third paragraph of this section states that the Adviser may, in
its discretion, waive the
Fund s $50,000 minimum initial investment requirement (but not below
$25,000). Please
explain to us the circumstances under which the Adviser may choose to reduce
the minimum
initial investment requirement.
Prospectus Summary Tax Distribution Policy (Page 3)
7. Please explain to us whether the Fund will make return of capital
distributions. If so,
please disclose that fact in this section and in the section titled
Distributions to U.S. Investors
on page 53 of the prospectus, and state that a return of capital is a return to
investors of a portion
of their original investment in the fund, and does not represent income or
capital gains. Also,
please briefly explain the tax implications for investors of return of capital
distributions.
Prospectus Summary Incentive Fee (Page 7)
8. The Fund s Incentive Fee will be calculated based on each class,
which will result in
different Incentive Fee amounts for each class. In addition, the Incentive Fee
will be calculated
based on net profits, which appears to include both realized and unrealized
capital gains. Please
explain to us how the Fund s Incentive Fee is consistent with its exemptive
order, Rule 205-3(a)
under the Investment Advisers Act of 1940 (the Investment Advisers Act ),
and Rule 18f-3
under the Investment Company Act of 1940 (the Investment Company Act ).
9. The fifth paragraph of the Incentive Fee risk section on page 35 of the
prospectus states
that Units may be subject to having their net asset value reduced by the
Incentive Fee, even
though the net asset value per Unit is below the net asset value at which such
Units were issued.
Please add disclosure to this section, and revise the disclosure on page 35 of
the prospectus, to
Brad A. Green, Esq.
August 26, 2020
Page 3
state in plain English that Investors may pay an Incentive Fee on their
investment, even though
the value of their investment has declined.
Prospectus Summary Expense Limitation and Reimbursement Agreement (Page 10)
10. Please revise this section, as well as footnote (8) to the fee table,
to clarify that the Fund
may only make repayments to the Adviser if such repayment does not cause the
Fund s expense
ratio (after the repayment is taken into account) to exceed both: (1) the
expense cap in place at
the time such amounts were waived; and (2) the Fund s current expense cap.
Prospectus Summary Valuation (Page 11)
11. This section states that the Board of Directors has assigned to the
Adviser general
responsibility for determining the fair value of securities for which
readily available market
quotations are not available. Here and elsewhere in the registration statement,
please make clear
that the valuation of the Fund s assets is the ultimate responsibility of the
Board of Directors.
Prospectus Summary Risks Investment Program Risks (Page 14)
12. The seventh bullet point in this section states that the Fund may focus
on a particular
country or geographic region. Please explain to us whether the Fund expects to
focus on a
particular country or geographic region and, if so, please disclose the
specific country or
geographic region, and provide corresponding risks.
13. The eleventh bullet point in this section states that the Fund may use
derivatives. Please
disclose the Fund s investment strategy for its derivative investments in the
Investment
Program section on page 1 of the prospectus.
14. Please provide a risk for IPOs in this section.
Summary of Fund Expenses (Page 17)
15. Since the fee table does not include a line item for interest expense,
please confirm to us
that the Fund does not intend to borrow during its first 12 months of
operations. Alternatively,
please add a line item to the fee table for interest expense.
Investment Program Investment Strategy Bonds and Other Fixed-Income
Securities
(Page 21)
16. This section states that the Sub-Adviser may invest a portion of the
Fund's assets in bonds
and other fixed-income securities. Please provide a maturity policy and a
credit quality policy
for the Fund s bonds and other fixed-income securities. If the Fund will
invest in below-
investment grade securities, please add the term junk bonds to this
description, and provide a
corresponding risk.
Brad A. Green, Esq.
August 26, 2020
Page 4
Types of Investments and Related Risk Factors General Risks Sector Risk
(Page 25)
17. This section states that the Fund's investments may focus on a
particular sector. Please
explain to us whether the Fund expects to focus on a particular sector and, if
so, please disclose
the specific sector and provide corresponding risks.
Types of Investments and Related Risk Factors Investment Strategy-Related
Risks
Cash, Cash Equivalents, Investment Grade Bonds, Money Market Instruments (Page
34)
18. This section states that the Fund may invest some or all of its
assets in high quality
fixed-income securities, money market instruments and money market mutual
funds, or hold
cash or cash equivalents in such amounts as the Sub-Adviser deems appropriate
under the
circumstances, including in response to adverse market, economic or political
conditions or for
temporary defensive purposes. Since the Fund may only temporarily deviate
from its policy to
invest at least 80% of its assets in equity securities when significant adverse
market, economic,
political or other circumstances require immediate action to avoid losses,
please revise this
section accordingly. Also, please disclose the effect of taking a temporary
defensive position
(e.g., the Fund may not achieve its investment objective).
Types of Investments and Related Risk Factors Other Risks Possible
Exclusion of
Investors Based on Certain Detrimental Effects (Page 35)
19. This section states that the Fund may repurchase Units held by an
Investor for eight
enumerated reasons, including if the Board determines that it would be in
the best interests of
the Fund. Please explain to us how the Fund s ability to repurchase
outstanding Units if the
Board determines that it would be in the best interests of the Fund is
consistent with Rule 23c-2
under the Investment Company Act, which requires that a fund redeem shares in a
manner as
will not discriminate unfairly against any holder of the securities of such
class or series.
Use of Proceeds (Page 38)
20. This section states that the Fund invests the net proceeds from the
sale of Units in
accordance with the Fund's investment objective and policies and principal
strategy as soon as
practicable after each Closing Date. Please disclose how long it will take
the Fund to invest all
or substantially all the proceeds from the offering in accordance with its
investment objective. If
the Fund expects the investment period to exceed three months, please disclose
the reasons for
the expected delay. See Item 7.2 of Form N-2.
APPENDIX C
Page C-1
21. The title of this section states Performance Information Cooper
Square International
Long/Short Strategy Composite Annual Returns. In order to avoid confusion
with the Fund s
Brad A. Green, Esq.
August 26, 2020
Page 5
performance, please revise this heading to "Prior Performance of Similar
Accounts Managed by
the Adviser" or a comparable heading. Similarly, throughout Appendix C, please
refer to the
Cooper Square International Long/Short Strategy Composite as the
Strategy Composite or a
like term.
Composite Performance Information (Page C-2)
22. Please clearly state in this section that the Composite performance is
not the performance
of the Fund.
23. The third paragraph of this section states that the table on page C-3
sets forth monthly
performance information of Other Accounts managed by SEG that have
investment objectives,
policies and strategies that are substantially similar to the Fund. Please
disclose whether "Other
Accounts" are private accounts or investment companies. Also, please revise
this paragraph to
state that the Composite represents the performance of all accounts managed by
SEG with
investment objectives, policies and strategies that are substantially similar
to the Fund.
24. The fourth sentence in the third paragraph of this section also states
that the returns
shown for the Other Accounts reflect a model management fee of 1% of net
asset value, a
model Incentive Fee of 20% of net profits (subject to a high water mark) and
the actual expenses
incurred by the Other Accounts. (Emphasis added). Please revise this
sentence to state that the
returns reflect all actual expenses (including incentive fees) incurred by
the Other Accounts.
If model incentive fees were used, disclose that the model incentive fees are
higher than the
actual incentive fees incurred by the Other Accounts.
25. Please disclose that the performance was calculated using a method that
differs from the
standardized SEC method.
26. Please provide a supplemental representation stating that the Fund has
the records
necessary to support the calculation of the performance as required by rule
204-2(a)(16) under
the Investment Advisers Act.
27. In the table at the top of page C-4, please add a parenthetical under
Since Inception
with the date of the Composite s inception.
28. The charts that were to appear on pages C-5 and C-6 of Appendix C are
missing on the
EDGAR filing. With your response letter, please provide completed performance
data for the
Composite, including these missing charts.
Brad A. Green, Esq.
August 26, 2020
Page 6
STATEMENT OF ADDITIONAL INFORMATION
Directors and Officers (Page 8)
29. We note that much of the information required by this section has been
left blank. Please
ensure that the Fund s pre-effective amendment provides all of the
information required by Item
18 of Form N-2 for each Trustee, including the specific experience,
qualifications, attributes, or
skills that led to the conclusion that the person should serve as a Trustee of
the Fund. See Item
18.17 of Form N-2.
PART C
Signatures
30. Please ensure that the pre-effective amendment to the registration
statement includes the
signatures of the Fund s principal financial officer and the majority of its
Board of Directors.
See Section 6 of the Securities Act of 1933 (the Securities Act ).
GENERAL COMMENTS
31. Please confirm in your response letter that FINRA has reviewed the
proposed
underwriting terms and arrangements for the transactions described in the
registration statement,
including the amount of compensation to be allowed or paid to the underwriters
and any other
arrangements among the Fund, the underwriters, and other broker dealers
participating in the
distribution, and that FINRA has issued a statement expressing no objections to
the
compensation and other arrangements.
32. Please advise us whether you have presented or will present any test
the waters
materials to potential investors in connection with this offering. If so,
please provide us with
copies of such materials.
33. We note that many portions of your filing are incomplete or will be
updated by
amendment. We may have additional comments on such portions when you complete
them in
pre-effective amendments, on disclosures made in response to this letter, on
information supplied
supplementally, or on exhibits added in any pre-effective amendment.
34. If you intend to omit certain information from the form of prospectus
included with the
registration statement that is declared effective in reliance on Rule 430A
under the Securities
Act, please identify the omitted information to us supplementally, preferably
before filing the
pre-effective amendment.
35. Please advise us if you have submitted or expect to submit any exemptive
applications or
no-action requests in connection with your registration statement.
Brad A. Green, Esq.
August 26, 2020
Page 7
36. Response to this letter should be in the form of a pre-effective
amendment filed pursuant
to Rule 472 under the Securities Act. Where no change will be made in the
filing in response to
a comment, please indicate this fact in a supplemental letter and briefly state
the basis for your
position.
*******
In closing, we remind you that the Fund and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Should you have any questions prior to filing a pre-effective
amendment, please feel free
to contact me at 202-551-6959.
Sincerely,
/s/
Edward P. Bartz
Edward P. Bartz
Senior Counsel
cc: Michael J. Spratt, Assistant Director
Michael J. Shaffer, Branch Chief