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[_______],
[ Ronald McDonald House New York provides temporary housing and support services for families battling pediatric cancer and other serious illnesses as they travel to New York City for potentially lifesaving treatment.
Whether or not you plan to attend the Meeting [via audio teleconference], your vote is needed.
Voting is quick and easy. Everythingneeded. If you need is enclosed. Youare unable to participate in the Meeting, you may vote by completing and returning your proxy cardcard(s) in the enclosed postage-paid return envelope, by calling the toll-free telephone number listed on the enclosed proxy card,card(s), or by visiting the Internet website listed on the enclosed proxy card.card(s). It is important that your vote be received no later than 11:59 p.m. Eastern Time on February 17, 2022. You may receive more than one set of proxy materials if you hold units in more than one account. Please be sure to vote each proxy card you receive. If we do not hear from you, our proxy solicitor, [_____],Broadridge, may contact you. This will ensure that your vote is counted even if you cannot or do not wish to attend the Meeting. If you have any questions about the proposals or how to vote, you may call [_____]Broadridge at [_____]1-800-574-6506 and a representative will assist you.
Proposals | | | Unitholders Entitled to Vote | | |
1. | To approve a new investment advisory agreement for each Fund (the | | | All Unitholders of each Fund, voting separately | |
2. | To approve a new sub-investment advisory agreement for the Fund (the | | | All Unitholders of CPG Cooper Square International Equity, LLC | |
Ronald McDonald House New York provides temporary housing and support services for families battling pediatric cancer and other serious illnesses as they travel to New York City for potentially lifesaving treatment.
[Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of our Unitholders, employees, and community, the Meeting will be conducted exclusively [via audio teleconference]. Any Unitholder wishing to participate in the Meeting [telephonically] can do so.] If you were a record holder of Fund units as of [November 30] 2021, please send an e-mail to the Fund's proxy solicitor, [_____], at [_____].com no later than [____] [p.m.] Eastern Time on [_____], 2022 to register. Please include the Fund's name(s) in the subject line and provide your name and address in the body of the e-mail. [_____] will then e-mail you the conference call dial-in information and instructions for voting during the Meeting.
The [conference call dial-in number] will only be active for the date and time of the Meeting. If you have any questions prior to the Meeting, please call [_____] at [_____].
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CPG FOCUSED ACCESS FUND, LLC ("(“Focused Access"Access”),
CPG VINTAGE ACCESS FUND, LLC ("(“Vintage I"I”),
CPG VINTAGE ACCESS FUND II, LLC ("(“Vintage II"II”),
CPG VINTAGE ACCESS FUND III, LLC ("(“Vintage III"III”),
and
CPG VINTAGE ACCESS FUND IV, LLC ("(“Vintage IV"IV”)
500 Fifth Avenue, 31st Floor
New York, NY 10110
TO BE HELD ON [Wednesday,FRIDAY, FEBRUARY 18, 2022 JANUARY 26], 2022
January 4, 2022.
Proposals | | | Unitholders
| | |
1. | To approve a new investment advisory agreement for each Fund (the “New Investment Advisory Agreement | | | All Unitholders of each Fund, voting separately | |
2. | To approve a new sub-investment advisory agreement for the Fund (the “New Sub-Investment Advisory Agreement | | | All Unitholders of Cooper Square | |
Unitholders of record of the Funds as of the close of business on [November 30],December 28, 2021 (the "Record Date"“Record Date”) are entitled to attend and to vote at the Meeting. Appendix A sets forth the number of Units issued and outstanding for each class of each Fund as of the Record Date and the number of votes to which each class is entitled at the Meeting.
Ronald McDonald House New York provides temporary housing and support services for families battling pediatric cancer and other serious illnesses as they travel to New York City for potentially lifesaving treatment. This charitable donation will be made regardless as to (i) how you vote on the Proposals, and (ii) whether the Proposals are approved or the Transaction is consummated. Donations will be made by Central Park Group out of its own assets, and no benefit, tax or otherwise, will accrue to the Funds or Unitholders as a result of the donations made by Central Park Group. Owners of Central Park Group may be able to claim a deduction from their gross income due to the donation. None of Central Park Group, the Adviser or any affiliated person of Central Park Group and Adviser has any material relationship with Ronald McDonald House New York.
Will one Proposal pass if the other Proposals are not approved?
be more cost-efficient for the Funds. There is no guarantee, however, that this expectation will prove to be true.
Who is eligible to vote?
[
The [conference call dial-in number] will only be active for the date and time of the Meeting. If you have any questions prior to thevirtual Meeting, please call [_____]Broadridge Financial Solutions, Inc.’s (“Broadridge”) technical assistance hotline at 1-844-986-0822 (inside the phone number provided above.
U.S.) or 1-303-562-9302 (outside the U.S.), which will open approximately half an hour before the Meeting.
("“NEW INVESTMENT ADVISORY AGREEMENT PROPOSAL"PROPOSAL”)
The current investment advisory agreements between each Fund and
Pursuant to Section 15(a)(4) of the 1940 Act, any investment advisory agreement, including any sub-investment advisory agreement, on behalf of a registered investment company will terminate automatically upon its "assignment."“assignment.” As used in the 1940 Act, the term "assignment"“assignment” includes any transfer of a controlling interest in an investment adviser. Such a transfer is often referred to as a "Change“Change of Control Event."” Consummation of the Transaction, which is anticipated to occur in the first quarter of 2022, whereby Central Park Group will be acquired by Macquarie, will constitute a Change of Control Event for the Adviser, resulting in the automatic termination of the Currentcurrent investment advisory agreements between each Fund and the Adviser (the “Current Investment Advisory Agreements between the Adviser and the Funds.Agreements”). Section 15(a) of the 1940 Act also provides that "it“it shall be unlawful for any person to serve or act as an investment adviser of a registered investment company, except pursuant to a written contract, which contract . . . has been approved by the vote of a majority of the outstanding voting securities of such registered company," as[as that term is defined by the 1940 Act.Act] of such registered company.” Accordingly, to ensure that advisory services can continue uninterrupted following the termination of the Current Investment Advisory Agreements, the Board, including each Fund’s Directors who are not “interested persons” (as defined in the 1940 Act) of the Fund (the “Independent Directors”), unanimously approved the proposed New Investment Advisory Agreement for each Fund, to become effective upon the Closing, subject to Unitholder approval.
The first condition requires that no "unfair burden"“unfair burden” be imposed on the investment company or companies as a result of the Transaction, or as a result of any express or implied terms, conditions or understandings applicable to the Transaction. The term "unfair“unfair burden,"” as defined in the 1940 Act, includes any arrangement during the two-year period after the change in control whereby the investment adviser (or predecessor or successor investment adviser), or any interested person of any such investment adviser, receives or is entitled to receive any compensation, directly or indirectly, from such investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of such investment company (other than bona fide ordinary fees for principal underwriting services). No such compensation arrangements are contemplated by the Transaction. The second condition requires that, during the three-year period immediately following the Closing of the Transaction, at least 75% of an investment company'scompany’s board of directors or trustees not be "interested persons" (as“interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the investment adviser or predecessor investment adviser. The Board of Directors of each Fund satisfies such 75% requirement. Central Park Group and Macquarie have agreed to use their commercially reasonable efforts not to cause a Fund to take any action that would cause the Fund to not comply with the conditions of Section 15(f).
The Funds will make reasonable efforts to comply with the conditions of Section 15(f).
Comparison of the Proposed New Investment Advisory Agreements and the Current Investment Advisory Agreements
Fees. There would be no change in the investment advisory fees payable by the Funds to the Adviser under the proposed New Investment Advisory Agreements. Appendix I discloses the rate of compensation of the Adviser under the Current Investment Advisory Agreements and the proposed New Investment Advisory Agreements.
be more cost-efficient for the Funds. There is no guarantee, however, that this expectation will prove to be true. In addition, these expenses will not be imposed without further approval from the Board. Prior to the end of the two-year period, the Board will be presented with additional information related to the operation of the expense allocation provision and the anticipated benefits to the Funds.
Termination.There would be no change in the provisions regarding termination under the proposed New Investment Advisory Agreements. The proposed New Investment Advisory Agreements and the Current Investment Advisory Agreements generally provide that the Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the Fund'sFund’s outstanding voting securities on 60 days'days’ written notice to the Adviser or by the Adviser at any time, without the payment of any penalty, on 60 days'days’ written notice to the Fund.
The Board'sIndependent Directors also received and considered background materials, prepared by their independent legal counsel, about Macquarie and its recent asset management acquisitions.
11
be more cost-efficient for the Funds. There is no guarantee, however, that this expectation will prove to be true. The Board considered that, these expenses will not be imposed without further approval from the Board. The Board requested, and Macquarie agreed that, prior to the end of the two-year period, the Board will be presented with additional information related to the operation of the expense allocation provision and the anticipated benefits to the Funds.
Performance of the Funds. With respect to the performance of the Funds, the Board considered its review of peer group and benchmark investment performance comparison data relating to each Fund'sFund’s performance record (and, for certain Funds, the historic performance of similarly-managed accounts) presented at each Fund'sFund’s Last 15(c) Meeting, at other Board meetings throughout the year and/or in response to the Information Request. The Board considered that information reviewed at the Last 15(c) Meeting and other Board meetings would be relevant given that the Funds are expected to retain their current portfolio managers and portfolio management teams.
12
Fees to Be Paid to the Adviser and Expenses of the Funds. The Board considered that it had reviewed each Fund'sFund’s existing advisory fee rate at the Last 15(c) Meeting. The Board considered that the proposed New Investment Advisory Agreements do not change any Fund'sFund’s contractual advisory fee rate. The Board also considered that the Adviser and Macquarie had represented to the Board that they will use their bestcommercially reasonable efforts to ensure that they and their respective affiliates do not take any action that imposes an "unfair burden"“unfair burden” on the Funds as a result of the Transaction or as a result of any express or implied terms, conditions or understandings applicable to the Change of Control Event, for so long as the requirements of Section 15(f) apply. The Board concluded that the continued retention of the Adviser was unlikely to impose an unfair burden on the Funds because, after the Transaction, none of the Adviser, Macquarie, or any of their respective affiliates, would be entitled to receive any compensation directly or indirectly (1) from any person in connection with the purchase or sale of securities or other property to, from, or on behalf of the Funds (other than ordinary fees for bona fide principal underwriting services), or (2) from the Funds or their Unitholders for other than bona fide investment advisory or other services. Based on its review, the Board determined, with respect to each Fund, that the advisory fee is fair and reasonable in light of the nature, extent and quality of services to be provided to the Fund under the proposed New Investment Advisory Agreement.
Extent to Which the Adviser May Realize Economies of Scale as the Funds Grow Larger and Whether Fee Levels Reflect These Economies of Scale for the Benefit of the Funds'Funds’ Unitholders. The Board considered potential or anticipated economies of scale in relation to the services the Adviser would continue to provide to each Fund as a subsidiary of Macquarie. The Board considered the Adviser'sAdviser’s representation that the ability to share costs with a much larger parent organization post-Transaction may reasonably be expected to enable the Adviser to reach greater economies of scale in a shorter time frame. The Board also considered the Adviser'sAdviser’s and Macquarie'sMacquarie’s representations that they may realize economies of scale in connection with the operation of the Funds if certain operational efficiencies, cost synergies and possible future consolidation of service providers and vendors are achieved, and discussed how such potential economies of scale, if achieved, could be shared, including by reinvestment of profits back into the Adviser'sAdviser’s business. The Board noted that it will have the opportunity to periodically re-examine whether a Fund has achieved economies of scale, and the appropriateness of investment advisory fees payable to the Adviser, in the future.
Profits to be Realized by the Adviser, Macquarie and their Affiliates from Their Relationship with the Funds. The Board considered the benefits the Adviser, Macquarie and their affiliates may derive from their relationship with the Funds. The Board also considered information on the Adviser'sAdviser’s anticipated post-Transaction profitability that was provided in response to the Information Request. The Board considered Macquarie'sMacquarie’s representation that, while subject to uncertainty, the fully integrated Central Park Group complex, including investments to support ongoing growth, was expected to have an overall marginally positive impact on Macquarie'sMacquarie’s overall financial profitability. The Board considered that the estimated profitability of the Adviser, Macquarie and their affiliates was not excessive in light of the nature, extent and quality of the services to be provided to each Fund. The Board noted the difficulty of accurately projecting profitability under the current circumstances and noted that it would have the opportunity to give further consideration to the Adviser and Macquarie'sMacquarie’s profitability with respect to the Funds at the end of the initial two-year term of the proposed New Investment Advisory Agreements.
Conclusions. Based on the foregoing and other relevant considerations, at the meeting held on November 19, 2021, the Board, including a majority of the Independent Directors, acting within its business judgment, (1) concluded that the terms of the proposed New Investment Advisory Agreements are fair and reasonable and that approval of the proposed New Investment Advisory Agreements are in the best interests of each Fund and its respective Unitholders, (2) voted to approve the proposed New Investment Advisory Agreements, and (3) voted to recommend approval of the proposed New Investment Advisory Agreements by Unitholders of the Funds. The Board evaluated all information available to it on a Fund-by-Fund basis and its determinations were made separately in respect of each Fund. The Board noted some factors may have been more or less important with respect to any particular Fund and that no one factor was determinative of its decisions which, instead, were premised upon the totality of factors considered. In this connection, the Board also noted that different Board members likely placed emphasis on different factors in reaching their individual conclusions to vote in favor of the proposed New Investment Advisory Agreements and to recommend approval of the proposed New Investment Advisory Agreements by Unitholders of the Funds.
Required Vote
The
Pursuant to Section 15(a)(4) ofRule 15a-4 under the 1940 Act any investment advisory agreement, including any sub-investment advisory agreement, on behalf of a registered investment company must terminate automatically upon its "assignment." As usedand described above in the 1940 Act, the term "assignment" includes any transfer of a controlling interest in an investment adviser. Such a transfer is often referred to as a "Change of Control Event." Consummation of the Transaction, which is set to occur in the first quarter of 2022, whereby Central Park Group will be acquired by Macquarie, will constitute a Change of Control Event for the Adviser, resulting in the automatic termination of the Current Sub-Investment Advisory Agreement among the Adviser, SEG and Cooper Square. Section 15(a) of the 1940 Act also provides that "it shall be unlawful for any person to serve or act as an investment adviser of a registered investment company, except pursuant to a written contract, which contract
Comparison of the Proposed New Sub-Investment Advisory Agreement and the Current Sub-Investment Advisory Agreement
Assignment.There would be no change in the provisions regarding assignment under the proposed New Sub-Investment Advisory Agreement. As required by the 1940 Act, the proposed New Sub-Investment Advisory Agreement and the Current Sub-Investment Advisory Agreement will automatically terminate in the event of their "assignment" (as“assignment” (as defined in the 1940 Act).
The Board'sBoard’s evaluation of the proposed New Sub-Investment Advisory Agreement reflected the information provided specifically in connection with its review of the proposed New Sub-Investment Advisory Agreement, as well as, where relevant, information that was previously furnished to the Board in connection with the most recent approval of the Current Sub-Investment Advisory Agreement and at other Board meetings. The Board'sBoard’s evaluation of the proposed New Sub-Investment Advisory Agreement also reflected the knowledge gained as Directors of Cooper Square with respect to services provided by SEG.
iswill not expected to be any diminution in the nature, quality and extent of services provided to Cooper Square and its Unitholders by SEG compared to those currently provided. The Board considered that the same portfolio managers and portfolio management teams that manage Cooper Square are expected to continue to do so under the proposed New Sub-Investment Advisory Agreement. The Board determined that it had considered the qualifications of the portfolio managers for Cooper Square at its Last 15(c) Meeting.substantially identical in all material respects to the terms and conditions of the Current Sub-Investment Advisory Agreement (see "Comparison“Comparison of the Proposed New Sub-Investment Advisory Agreement and the Current Sub-Investment Advisory Agreement"Agreement”, above).Square'sSquare’s operations and investor needs.18
Any Unitholder giving a
Quorum, Voting and Adjournment
Sub-Investment Adviser.SEG, located at 380 Lafayette St, New York, New York 10003, serves as the sub-investment adviser to Cooper Square. Provided Unitholder approval is received, SEG will continue to serve as the sub-investment adviser to Cooper Square upon the Closing of the Transaction
(collect) 212-317-9200.
[______],
Fund | | | Units | | |||||||||||||||||||||
| | | Class A Units | | | Class I Units | | | | | | | | | | | | | | ||||||
CPG Cooper Square International Equity, LLC | | | | | 3,905,464.342 | | | | | | 1,783,985.284 | | | | | | | | | | | | | | |
| | | Class A Units | | | Class I Units | | | Class F1 Units | | | Class F2 Units | | ||||||||||||
CPG Focused Access Fund, LLC | | | | | 27,976,752.806 | | | | | | 9,122,650.826 | | | | | | 2,477,526.647 | | | | | | 10,085,489.522 | | |
| | | Fund Units | | | | | | | | | | | | | | | | | | | | |||
CPG Vintage Access Fund, LLC | | | | | 12,075,013.123 | | | | | | | | | | | | | | | | | | | | |
CPG Vintage Access Fund II, LLC | | | | | 13,229,597.284 | | | | | | | | | | | | | | | | | | | | |
CPG Vintage Access Fund III, LLC | | | | | 10,183,293.686 | | | | | | | | | | | | | | | | | | | | |
CPG Vintage Access Fund IV, LLC | | | | | 6,854,081.633 | | | | | | | | | | | | | | | | | | | | |
Fund | | | Units | | |||||||||||||||||||||
| | | Class A Units | | | Class I Units | | | | | | | | | | | | | | ||||||
CPG Cooper Square International Equity, LLC | | | | | 57,413,450.199 | | | | | | 35,290,440.091 | | | | | | | | | | | | | | |
| | | Class A Units | | | Class I Units | | | Class F1 Units | | | Class F2 Units | | ||||||||||||
CPG Focused Access Fund, LLC | | | | | 522,745,626.180 | | | | | | 231,441,651.456 | | | | | | 32,735,559.587 | | | | | | 136,164,194.037 | | |
| | | Fund Units | | | | | | | | | | | | | | | | | | | | |||
CPG Vintage Access Fund, LLC | | | | | 12,075,013.123 | | | | | | | | | | | | | | | | | | | | |
CPG Vintage Access Fund II, LLC | | | | | 13,229,597.284 | | | | | | | | | | | | | | | | | | | | |
CPG Vintage Access Fund III, LLC | | | | | 10,183,293.686 | | | | | | | | | | | | | | | | | | | | |
CPG Vintage Access Fund IV, LLC | | | | | 6,854,081.633 | | | | | | | | | | | | | | | | | | | | |
Form
B-1
4. Expenses.
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(b) Notwithstanding any of the foregoing, the provisions of this Paragraph 7 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including liability under federal securities laws, which, under certain circumstances, impose liability even on persons who act in good faith) to the extent (but only to the extent) that such liability may not be waived, limited or modified under applicable law or that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Paragraph 7 to the fullest extent permitted by law. The provisions of this Paragraph 7 shall survive the termination or cancellation of this Agreement.
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8. Duration and Termination.
(b) Notwithstanding any of the foregoing, the provisions of this Paragraph 7 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including liability under federal securities laws, which, under certain circumstances, impose liability even on persons who act in good faith) to the extent (but only to the extent) that such liability may not be waived, limited or modified under applicable law or that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Paragraph 7 to the fullest extent permitted by law. The provisions of this Paragraph 7 shall survive the termination or cancellation of this Agreement.
9.
10.
11.
12.
(b) Notwithstanding any of the foregoing, the provisions of this Paragraph 7 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including liability under federal securities laws, which, under certain circumstances, impose liability even on persons who act in good faith) to the extent (but only to the extent) that such liability may not be waived, limited or modified under applicable law or that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Paragraph 7 to the fullest extent permitted by law. The provisions of this Paragraph 7 shall survive the termination or cancellation of this Agreement.
9.
10.
11.
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WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), as a closed-end management investment companyand;
4. Expenses.
(b) Notwithstanding any of the foregoing, the provisions of this Paragraph 7 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including liability under federal securities laws, which, under certain circumstances, impose liability even on persons who act in good faith) to the extent (but only to the extent) that such liability may not be waived, limited or modified under applicable law or that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Paragraph 7 to the fullest extent permitted by law. The provisions of this Paragraph 7 shall survive the termination or cancellation of this Agreement.
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INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as ofOctober 26, 2020,______, 2022, between
WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end management investment companyand;
WHEREAS, the Adviser has served as the investment adviser of the Fund since the commencement of the Fund's investment operations, pursuant to an Investment Advisory Agreement between the Fund and the Adviser made as of October 26, 2020 (the "Prior Agreement");
WHEREAS, on October 21, 2021, Central Park Group, LLC ("Central Park"), the parent company of the Adviser, entered into a purchase agreement with Macquarie Management Holdings, Inc. ("Macquarie") pursuant to which Macquarie has agreed to acquire Central Park, subject to the satisfaction of certain customary closing conditions (the "Transaction"), which will constitute an assignment of the Prior Agreement and cause the Prior Agreement to terminate automatically in accordance with its terms, as required by applicable law, upon the closing of the Transaction (the "Closing Date"); and
WHEREAS, the Fund desires to continue to retain the Adviser as investment adviser to furnish certain investment advisory and portfolio management services to the Fund, and the Adviser is willing to continue to furnish these services.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Adviser as investment adviser of the Fund for the period and on the terms set forth in this Agreement. The Adviser accepts this appointment and agrees to render the services herein set forth, for the compensation herein described.
2. Duties as Investment Adviser.
(a) Subject to the supervision of the Fund's Board of Directors (the "Board"), the Adviser will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Adviser will have full power and authority on behalf of the Fund, among other matters:
(b) The Adviser, in its discretion, and to the extent permitted by applicable law, may use brokers that provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Adviser's good faith determination that such commission is reasonable in terms of either the particular transaction or the overall responsibility of the Adviser to the Fund and its other clients, and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Should the Adviser simultaneously place orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.
(c) The Adviser agrees to provide certain management and administrative services to the Fund. These services shall include:
Notwithstanding the appointment of the Adviser to provide services hereunder, the Board shall remain responsible for supervising the management, business and affairs of the Fund.
3. Services Not Exclusive. The services furnished by the Adviser hereunder are not to be deemed exclusive and the Adviser shall be free to furnish similar services to others. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser or its affiliates, who also may be a Director, officer or employee of the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar or dissimilar nature.
4. Expenses.
(a) During the term of this Agreement, the Fund will bear all expenses incurred in the business of the Fund, except those specifically assumed by the Adviser and other service providers pursuant to their agreements with the Fund. Expenses to be borne by the Fund will include, but are not limited to, the following:
(b) The payment or assumption by the Adviser of any expenses of the Fund that the Adviser is not required by this Agreement to pay or assume shall not obligate the Adviser to pay or assume the same or any similar expense of the Fund on any subsequent occasion, and the Adviser shall be reimbursed for any advance payment made on behalf of the Fund upon the request of the Adviser.
5. Compensation. The Fund will pay the Adviser a fee (the "Management Fee") computed and paid quarterly, at the annual rate of (i) 0.25% of total Commitments (as defined in the Memorandum) for the first 12 months following the Initial Closing (as defined in the Memorandum), (ii) 0.65% of total Commitments from the one year anniversary of the Initial Closing until the six year anniversary of the Final Closing (as defined in the Memorandum); (iii) 0.65% of the Fund's net invested capital from the six year anniversary of the Final Closing until the eight year anniversary of the Final Closing and (iv) 0.30% of the Fund's net invested capital thereafter for the remaining life of the Fund. The Management Fee will be determined and accrued as of the last day of each quarter, and will be prorated for any period of less than a quarter based on the number of days in such period.
6. Limitation of Liability of the Adviser. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or any Investors in connection with the matters to which this Agreement relates, except to the extent that such a loss results from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, employee, or agent of the Adviser or its affiliates, who may be or become an officer, Director, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting with respect to any business of the Fund, to be rendering such service to or acting solely for the Fund and not as an officer, director, employee, or agent or one under the control or direction of the Adviser even though compensated by it.
7. Indemnification.
(a) The Fund will indemnify the Adviser and its affiliates, and each of their respective members, directors, officers and employees and any of their affiliated persons, executors, heirs, assigns, successors or other legal representatives (each an "Indemnified Person") against any and all costs, losses, claims, damages or liabilities, joint or several, including, without limitation, reasonable attorneys' fees and disbursements, resulting in any way from the performance or non-performance of any Indemnified Person's duties in respect of the Fund, except those resulting from the willful misfeasance, bad faith or gross negligence of an Indemnified Person or the Indemnified Person's reckless disregard of such duties and, in the case of criminal proceedings, unless such Indemnified Person had reasonable cause to believe its actions unlawful (collectively, "disabling conduct"). Indemnification shall be made following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnified Person was not liable by reason of disabling conduct or (ii) a reasonable determination, based upon a review of the facts and reached by (A) the vote of a majority of the Directors who are not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board in a written opinion, that the Indemnified Person is entitled to indemnification hereunder. The Fund shall advance to an Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any action or proceeding arising out of such performance or non-performance. The Adviser agrees, and each other Indemnified Person will be required to agree as a condition to any such advance, that if one of the foregoing parties receives any such advance, the party will reimburse the Fund for such fees, costs and expenses to the extent that it shall be determined that the party was not entitled to indemnification under this Paragraph 7. The rights of indemnification provided hereunder shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law.
(b) Notwithstanding any of the foregoing, the provisions of this Paragraph 7 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including liability under federal securities laws, which, under certain circumstances, impose liability even on persons who act in good faith) to the extent (but only to the extent) that such liability may not be waived, limited or modified under applicable law or that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Paragraph 7 to the fullest extent permitted by law. The provisions of this Paragraph 7 shall survive the termination or cancellation of this Agreement.
8. Duration and Termination.
(a) This Agreement will become effective on thedate the Fund commences investment operationsClosing Date, provided that this Agreement will not take effect unless it has first been approved (i) by a vote of a majority of those Directors who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any party to this Agreement, cast in person at a meeting (or as otherwise permitted by applicable law or regulatory relief) called for the purpose of voting on such approval, and (ii) by vote of a majority of the outstanding voting securities of the Fund. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the datethe Fund commences investment operationsof effectiveness. Thereafter, if not terminated, this Agreement shall continue automatically for successive one-year periods, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of those Directors who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any party to this Agreement, cast in person at a meeting (or as otherwise permitted by applicable law or regulatory relief) called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Fund.
(b) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the Fund's outstanding voting securities on 60 days' written notice to the Adviser or by the Adviser at any time, without the payment of any penalty, on 60 days' written notice to the Fund. This Agreement will automatically terminate in the event of its assignment.
9. Use of Name. The Fund agrees that the names "Central Park Group" and "CPG" are owned by Central ParkGroup, LLCor an affiliate of Central Park, and that, at the Adviser's request, it will take all necessary action to change the name of the Fund to a name not including "Central Park Group" or "CPG" in any form or combination within 10 days of the Adviser's request, that the Fund's failure to do so is not compensable by monetary damages and that the Adviser shall be entitled to equitable relief to enforce the Fund's obligation hereunder. The provisions of this Paragraph 9 shall survive the termination or cancellation of this Agreement.
10. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.
11. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof, and in accordance with the 1940 Act. To the extent that the applicable laws of the State of New York conflict with the applicable provisions of the 1940 Act, the latter shall control.
12. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. As used in this Agreement, the terms "majority of the outstanding voting securities," "affiliated person," "interested person," "assignment," "broker," "investment adviser," "national securities exchange," "sell" and "security" shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the Securities and Exchange Commission by any rule, regulation or order. Where the effect of a requirement of the 1940 Act reflected in any provision of this contract is relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated as of the day and year first above written.
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APPENDIX C
(a) The Sub-Adviser shall furnish a continuous investment program for the Assets of the Fund'sFund’s portfolio and determine from time to time which investments and securities will be purchased, retained,
(g) Provided that the relevant materials have been forwarded to the Sub-Adviser in a timely fashion by, or on behalf of, the Fund, the Sub-Adviser shall be responsible for voting proxies and making all other voting and consent determinations with respect to the issuers of securities and other instruments held in the Fund'sFund’s portfolio in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund and (ii) accordance with the Sub-Adviser'sSub-Adviser’s proxy voting policies and procedures, a copy of which has been provided to the Adviser. Such authority shall remain in effect unless the Adviser has advised the Sub-Adviser in writing that the right to vote proxies has been expressly reserved to the Adviser or the Fund or otherwise delegated to another party. The Sub-Adviser shall have the power to exercise rights, options, warrants, conversion privileges, and redemption privileges and tender securities pursuant to a tender offer with respect to any Assets held by the Fund. The Adviser shall be responsible for the timely filing of all claims (or otherwise causing the Fund to participate) in class action settlements or similar
(m) The Sub-Adviser has provided to the Adviser prior to the execution of this Agreement, and the Adviser has acknowledged receipt of, all accounts, books, internal working papers and any other records or documents that are necessary to form the basis for or demonstrate the calculation of any historical performance or rate of return data previously furnished to the Adviser or its affiliates, for each month, quarter and year from the earliest date until the date hereof and, within five days following the request of the Adviser, will provide such materials with respect to monthly, quarterly and annual periods commencing hereafter.
4. Use of Name.
5. Governing Documents.Prior to the Commencement Date, theTheAdviser has delivered, or will deliverprior to the Closing Date, copies of each of the following documents (collectively, the "Governing Documents"“Governing Documents”) to the Sub-Adviser and will promptly notify and deliver to the Sub-Adviser all future amendments and supplements, if any:
”
10. Indemnification.
(e) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.
13. Insurance. Each of the Adviser and the Sub-Adviser agrees to maintain errors and omissions or professional liability insurance coverage in an amount that is reasonable in light of the nature and scope of their business activities.
18. Representations and Warranties of the Adviser. The Adviser represents, warrants and agrees, on and as of the date hereof, as follows:
(i) If, at any time during the term of this Agreement, the Adviser discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will, to the extent permitted by applicable law or regulatory authority, provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) it makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser'sAdviser’s ability to perform this Agreement. The Investment Advisory Agreement permits the Adviser to delegate certain of its duties as investment adviser thereunder to a sub-adviser.
(g) The Sub-Adviser has provided the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV most recently filed with the Commission and will furnish a copy of all amendments to the Adviser at least annually.
| | | | CENTRAL PARK ADVISERS, LLC | |||
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| SELECT EQUITY GROUP, L.P. | |||||
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| | By: | | | Name: Title: | |
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CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC, solely with respect to Section 7 and Exhibit A | | ||||
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Title: |
(b) "Performance Period"“Performance Period” shall mean each 12-month period ending as of the Fund'sFund’s fiscal year-end (or, for the first fiscal year of the Fund, the period from the commencement of the Fund's operations through
C-16
Name | | | Position | |
Mitchell A. Tanzman | | | Manager, Co-Chief Executive Officer and Co-Chief Investment Officer | |
Michael Mascis | | | Manager and Chief Financial Officer | |
Gregory Brousseau | | | Manager, Co-Chief Executive Officer and Co-Chief Investment Officer | |
Ruth Goodstein | | | Manager and Chief Operating Officer | |
Name | | | Address | |
Macquarie Management Holdings, Inc. | | | 100 Independence, 610 Market Street, Philadelphia, PA 19106 | |
Macquarie Affiliated Managers (USA) Inc. | | | 125 West 55th Street, New York, NY 10019 | |
Macquarie Affiliated Managers Holdings (USA) Inc. | | | 125 West 55th Street, New York, NY 10019 | |
Macquarie FG Holdings Inc. | | | 125 West 55th Street, New York, NY 10019 | |
Macquarie Equities (US) Holdings Pty Limited | | | 125 West 55th Street, New York, NY 10019 | |
Macquarie Group (US) Holdings No. 1 Pty Limited | | | Level 6, 50 Martin Place, Sydney, New South Wales, 2000, Australia | |
Macquarie Corporate International Holdings Pty Limited | | | Level 6, 50 Martin Place, Sydney, New South Wales, 2000, Australia | |
Macquarie Corporate Holdings Pty Limited | | | Level 6, 50 Martin Place, Sydney, New South Wales, 2000, Australia | |
Macquarie Financial Holdings Pty Limited | | | Level 6, 50 Martin Place, Sydney, New South Wales, 2000, Australia | |
Macquarie Group Limited | | | Level 6, 50 Martin Place, Sydney NSW 2000, Australia | |
Name | | | Position with Funds | | | Position with Adviser | |
Mitchell A. Tanzman | | | Director and Principal Executive Officer | | | Manager, Co-Chief Executive Officer and Co-Chief Investment Officer | |
Michael Mascis | | | Principal Accounting Officer and Secretary | | | Manager and Chief Financial Officer | |
Seth L. Pearlstein | | | Chief Compliance Officer | | | Chief Compliance Officer | |
Gregory Brousseau | | | Vice President | | | Manager, Co-Chief Executive Officer and Co-Chief Investment Officer | |
Ruth Goodstein | | | Vice President | | | Manager and Chief Operating Officer | |
Alexander Lee | | | Vice President (Focused Access only) | | | Managing Director, Director of Research | |
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Fund | | | Rate of Compensation Paid to the Adviser | | | Net Assets as of September 30, 2021 | | | Total Commitments as of September 30, 2021 | |
CPG Vintage Access Fund, LLC | | | (i) 0.10% for the first 12 months following the Initial Closing (as defined in the Fund’s Offering Memorandum, (ii) 0.65% from the one year anniversary of the Initial Closing until the eight year anniversary of the Final Closing (Fund’s Offering Memorandum) and (iii) 0.30% thereafter for the remaining life of the Fund. Calculated based on the Fund’s total Commitments (as defined in the Fund’s Offering Memorandum) from the Initial Closing until the five year anniversary of the Final Closing and, thereafter, will be based on the Fund’s net invested capital. | | | $184,715,525 | | | $167,100,000 | |
CPG Vintage Access Fund II, LLC | | | (i) 0.10% of total Commitments (as defined in the Fund’s Offering Memorandum) for the first 12 months following the Initial Closing (as defined in the Fund’s Offering Memorandum), (ii) 0.65% of total Commitments from the one year anniversary of the Initial Closing until the six year anniversary of the Final Closing (as defined in the Fund’s Offering Memorandum); (iii) 0.65% of the Fund’s net invested capital from the six year anniversary of the Final Closing until the eight year anniversary of the Final Closing and (iv) 0.30% of the Fund’s net invested capital thereafter for the remaining life of the Fund. | | | $163,907,733 | | | $223,917,681 | |
CPG Vintage Access Fund III, LLC | | | (i) 0.25% of total Commitments (as defined in the Fund’s Offering Memorandum) for the first 12 months following the Initial Closing (as defined in the Fund’s Offering Memorandum), (ii) 0.65% of total Commitments from the one year anniversary of the Initial Closing until the six year anniversary of the Final Closing (as defined in the Fund’s Offering Memorandum); (iii) 0.65% of the Fund’s net invested capital from the six year anniversary of the Final Closing until the eight year anniversary of the Final Closing and (iv) 0.30% of the Fund’s net invested capital thereafter for the remaining life of the Fund. | | | $108,600,019 | | | $233,812,078 | |
Fund | | | Rate of Compensation Paid to the Adviser | | | Net Assets as of September 30, 2021 | | | Total Commitments as of September 30, 2021 | |
CPG Vintage Access Fund IV, LLC | | | (i) 0.25% of total Commitments (as defined in the Fund’s Offering Memorandum) for the first 12 months following the Initial Closing (as defined in the Fund’s Offering Memorandum), (ii) 0.65% of total Commitments from the one year anniversary of the Initial Closing until the six year anniversary of the Final Closing (as defined in the Fund’s Offering Memorandum); (iii) 0.65% of the Fund’s net invested capital from the six year anniversary of the Final Closing until the eight year anniversary of the Final Closing and (iv) 0.30% of the Fund’s net invested capital thereafter for the remaining life of the Fund. | | | $43,356,442 | | | $221,142,754 | |
F-2
Fund Name | | | Date of Current Investment Advisory Agreement | | | Date Current Investment Advisory Agreement was Last Submitted to | | | Date Current Investment Advisory Agreement was Last Approved by Directors | |
CPG Cooper Square International Equity, LLC | | | 8/21/2021, as revised 9/21/2021 | | | 8/21/2020 | | | 9/21/2020 | |
CPG Focused Access Fund, LLC | | 7/12/2018 | | | 7/12/2018 | | | 9/21/2021 | | |
CPG Vintage Access Fund, LLC | | | 7/21/2017, as revised 8/16/ | | | 7/21/2017 | | | 9/21/2021 | |
CPG Vintage Access Fund II, LLC | | 7/12/2018 | | | 7/12/2018 | | | 9/21/2021 | | |
CPG Vintage Access Fund III, LLC | | 9/12/2019 | | | 9/12/2019 | | | 9/21/2021 | | |
CPG Vintage Access Fund IV, LLC | | 10/26/2020 | | | 10/26/2020 | | | 10/26/2020 | |
Fund Name | | | Date of Current Sub-Investment Advisory Agreement | | | Date Current Advisory Agreement was Last Submitted to Unitholder Vote | | | Date Current Advisory Agreement was Last Approved by Directors | |
CPG Cooper Square International Equity, LLC | | | 8/21/2021, as revised 9/21/2021 | | | 8/21/2020 | | | 9/21/2020 | |
Fund Name | | | Fiscal Year End | | | Net Advisory Fee Paid to the Adviser | | ||||||
CPG Cooper Square International Equity, LLC | | | | | 9/30/21 | | | | | $ | 287,907 | | |
CPG Focused Access Fund, LLC | | | | | 3/31/21 | | | | | $ | 2,363,163 | | |
CPG Vintage Access Fund, LLC | | | | | 3/31/21 | | | | | $ | 1,086,150 | | |
CPG Vintage Access Fund II, LLC | | | | | 3/31/21 | | | | | $ | 1,455,465 | | |
CPG Vintage Access Fund III, LLC | | | | | 3/31/21 | | | | | $ | 701,480 | | |
CPG Vintage Access Fund IV, LLC | | | | | 3/31/21 | | | | | $ | 54,537 | | |
Total | | | | | | | | | | $ | 5,948,702 | | |
Fund Name | | | Fiscal Year End | | | Net Sub-Advisory Fee Paid to the Adviser (includes any Incentive Fee) | | ||||||
CPG Cooper Square International Equity, LLC | | | | | 9/30/21 | | | | | $ | 671,071 | | |
Fund Name | | | Rate of Compensation Paid to the Adviser | |
CPG Cooper Square International Equity, LLC | | | 1.25% | |
CPG Focused Access Fund, LLC | | | 0.55% | |
CPG Vintage Access Fund, LLC | | | (i) 0.10% for the first 12 months following the Initial Closing (as defined in the Calculated based on the | |
CPG Vintage Access Fund II, LLC | | | (i) 0.10% of total Commitments (as defined in the | |
CPG Vintage Access Fund III, LLC | | | (i) 0.25% of total Commitments (as defined in the | |
CPG Vintage Access Fund IV, LLC | | | (i) 0.25% of total Commitments (as defined in the |
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Fund Name | | | Rate of Compensation Paid by the Adviser to SEG | | |||
CPG Cooper Square International Equity, LLC | | | | | 0.75 | | |
1
"
Name | | | Position | |
George S. Loening | | | Chairman and Chief Executive Officer | |
Select Equity GP, LLC | | | General Partner | |
Fund | | | Class of Units Owned | | | Name | | | Address | | | Units Held | | | Percentage of Units Owned | | ||||||
CPG Cooper Square International Equity, LLC | | | Class I | | | Chad M. Clark Trust | | | Winnetka, IL 60093 | | | | | 638,363.142 | | | | | | 35.78% | | |
CPG Focused Access Fund, LLC | | | Class I | | | IBEW Local No. 86 Pension Fund | | | 2300 E. River Road Rochester, NY 14623 | | | | | 775,251.100 | | | | | | 7.18% | | |
| | | Class F1 | | | United House Of Prayer For All People | | | 1665 N. Portal Drive NW Washington, DC 20012 | | | | | 539,817.534 | | | | | | 5.83% | | |
| | | Class F2 | | | Asbury Communities Inc. | | | 5285 Westview Dr. #200 Frederick, MD 21703 | | | | | 208,507.734 | | | | | | 8.38% | | |
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D64130-Z81593 1. To approve a new investment advisory agreement for the Fund. The Board of Directors recommends you vote FOR the following proposals: 2. To approve a new sub-investment advisory agreement for the Fund. For Against Abstain ! ! ! ! ! ! CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC CENTRAL PARK GROUP FUNDS C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 The transaction of such other business as may properly come before the Meeting or any adjournments or postponements thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CPG2022SM You may attend the meeting via the Internet and transmit voting instructions during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, CPG Funds, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w |
[PROXY CARDS TO BE INSERTED]
Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting: The Notice of Joint Special Meeting of Unitholders, Proxy Statement and Form of Proxy are available at www.proxyvote.com. D64131-Z81593 CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC The undersigned unitholder(s) hereby appoint(s) Mitchell A. Tanzman, Michael Mascis and Ruth Goodstein as proxies of the undersigned, with full power of substitution to each, and hereby authorize(s) each of them to represent the undersigned and to vote at the Joint Special Meeting of Unitholders of CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC, CPG FOCUSED ACCESS FUND, LLC, CPG VINTAGE ACCESS FUND, LLC, CPG VINTAGE ACCESS FUND II, LLC, CPG VINTAGE ACCESS FUND III, LLC AND CPG VINTAGE ACCESS FUND IV, LLC to be held virtually on February 18, 2022 at 12:00 p.m. Eastern Time, at the following website: www.virtualshareholdermeeting.com/CPG2022SM, and at any and all adjournments or postponements thereof, all units of the Fund which the undersigned would be entitled to vote if personally present, in accordance with the following instructions. This proxy is solicited on behalf of the Board of Directors. The units represented by each properly executed proxy will be voted in the manner specified in such proxy. If this proxy card is submitted with no direction, but is signed, dated, and returned, this proxy will be voted "FOR" proposal 1 and "FOR" proposal 2. This proxy also grants discretionary power to the proxies to vote, in their judgment, upon such other business as may properly come before the Meeting, including whether to adjourn the Meeting. PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D64132-Z81593 1. To approve a new investment advisory agreement for the Fund. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain ! ! ! CPG FOCUSED ACCESS FUND, LLC The transaction of such other business as may properly come before the Meeting or any adjournments or postponements thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. CENTRAL PARK GROUP FUNDS C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CPG2022SM You may attend the meeting via the Internet and transmit voting instructions during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, CPG Funds, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w |
D64133-Z81593 CPG FOCUSED ACCESS FUND, LLC The undersigned unitholder(s) hereby appoint(s) Mitchell A. Tanzman, Michael Mascis and Ruth Goodstein as proxies of the undersigned, with full power of substitution to each, and hereby authorize(s) each of them to represent the undersigned and to vote at the Joint Special Meeting of Unitholders of CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC, CPG FOCUSED ACCESS FUND, LLC, CPG VINTAGE ACCESS FUND, LLC, CPG VINTAGE ACCESS FUND II, LLC, CPG VINTAGE ACCESS FUND III, LLC AND CPG VINTAGE ACCESS FUND IV, LLC to be held virtually on February 18, 2022 at 12:00 p.m. Eastern Time, at the following website: www.virtualshareholdermeeting.com/CPG2022SM, and at any and all adjournments or postponements thereof, all units of the Fund which the undersigned would be entitled to vote if personally present, in accordance with the following instructions. This proxy is solicited on behalf of the Board of Directors. The units represented by each properly executed proxy will be voted in the manner specified in such proxy. If this proxy card is submitted with no direction, but is signed, dated, and returned, this proxy will be voted "FOR" proposal 1. This proxy also grants discretionary power to the proxies to vote, in their judgment, upon such other business as may properly come before the Meeting, including whether to adjourn the Meeting. PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting: The Notice of Joint Special Meeting of Unitholders, Proxy Statement and Form of Proxy are available at www.proxyvote.com. |
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D64134-Z81593 1. To approve a new investment advisory agreement for the Fund. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain ! ! ! CPG VINTAGE ACCESS FUND, LLC The transaction of such other business as may properly come before the Meeting or any adjournments or postponements thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. CENTRAL PARK GROUP FUNDS C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CPG2022SM You may attend the meeting via the Internet and transmit voting instructions during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, CPG Funds, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w |
D64135-Z81593 CPG VINTAGE ACCESS FUND, LLC The undersigned unitholder(s) hereby appoint(s) Mitchell A. Tanzman, Michael Mascis and Ruth Goodstein as proxies of the undersigned, with full power of substitution to each, and hereby authorize(s) each of them to represent the undersigned and to vote at the Joint Special Meeting of Unitholders of CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC, CPG FOCUSED ACCESS FUND, LLC, CPG VINTAGE ACCESS FUND, LLC, CPG VINTAGE ACCESS FUND II, LLC, CPG VINTAGE ACCESS FUND III, LLC AND CPG VINTAGE ACCESS FUND IV, LLC to be held virtually on February 18, 2022 at 12:00 p.m. Eastern Time, at the following website: www.virtualshareholdermeeting.com/CPG2022SM, and at any and all adjournments or postponements thereof, all units of the Fund which the undersigned would be entitled to vote if personally present, in accordance with the following instructions. This proxy is solicited on behalf of the Board of Directors. The units represented by each properly executed proxy will be voted in the manner specified in such proxy. If this proxy card is submitted with no direction, but is signed, dated, and returned, this proxy will be voted "FOR" proposal 1. This proxy also grants discretionary power to the proxies to vote, in their judgment, upon such other business as may properly come before the Meeting, including whether to adjourn the Meeting. PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting: The Notice of Joint Special Meeting of Unitholders, Proxy Statement and Form of Proxy are available at www.proxyvote.com. |
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D64136-Z81593 1. To approve a new investment advisory agreement for the Fund. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain ! ! ! CPG VINTAGE ACCESS FUND II, LLC The transaction of such other business as may properly come before the Meeting or any adjournments or postponements thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. CENTRAL PARK GROUP FUNDS C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CPG2022SM You may attend the meeting via the Internet and transmit voting instructions during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, CPG Funds, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w |
D64137-Z81593 CPG VINTAGE ACCESS FUND II, LLC The undersigned unitholder(s) hereby appoint(s) Mitchell A. Tanzman, Michael Mascis and Ruth Goodstein as proxies of the undersigned, with full power of substitution to each, and hereby authorize(s) each of them to represent the undersigned and to vote at the Joint Special Meeting of Unitholders of CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC, CPG FOCUSED ACCESS FUND, LLC, CPG VINTAGE ACCESS FUND, LLC, CPG VINTAGE ACCESS FUND II, LLC, CPG VINTAGE ACCESS FUND III, LLC AND CPG VINTAGE ACCESS FUND IV, LLC to be held virtually on February 18, 2022 at 12:00 p.m. Eastern Time, at the following website: www.virtualshareholdermeeting.com/CPG2022SM, and at any and all adjournments or postponements thereof, all units of the Fund which the undersigned would be entitled to vote if personally present, in accordance with the following instructions. This proxy is solicited on behalf of the Board of Directors. The units represented by each properly executed proxy will be voted in the manner specified in such proxy. If this proxy card is submitted with no direction, but is signed, dated, and returned, this proxy will be voted "FOR" proposal 1. This proxy also grants discretionary power to the proxies to vote, in their judgment, upon such other business as may properly come before the Meeting, including whether to adjourn the Meeting. PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting: The Notice of Joint Special Meeting of Unitholders, Proxy Statement and Form of Proxy are available at www.proxyvote.com. |
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D64138-Z81593 1. To approve a new investment advisory agreement for the Fund. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain ! ! ! CPG VINTAGE ACCESS FUND III, LLC The transaction of such other business as may properly come before the Meeting or any adjournments or postponements thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. CENTRAL PARK GROUP FUNDS C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CPG2022SM You may attend the meeting via the Internet and transmit voting instructions during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, CPG Funds, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w |
D64139-Z81593 CPG VINTAGE ACCESS FUND III, LLC The undersigned unitholder(s) hereby appoint(s) Mitchell A. Tanzman, Michael Mascis and Ruth Goodstein as proxies of the undersigned, with full power of substitution to each, and hereby authorize(s) each of them to represent the undersigned and to vote at the Joint Special Meeting of Unitholders of CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC, CPG FOCUSED ACCESS FUND, LLC, CPG VINTAGE ACCESS FUND, LLC, CPG VINTAGE ACCESS FUND II, LLC, CPG VINTAGE ACCESS FUND III, LLC AND CPG VINTAGE ACCESS FUND IV, LLC to be held virtually on February 18, 2022 at 12:00 p.m. Eastern Time, at the following website: www.virtualshareholdermeeting.com/CPG2022SM, and at any and all adjournments or postponements thereof, all units of the Fund which the undersigned would be entitled to vote if personally present, in accordance with the following instructions. This proxy is solicited on behalf of the Board of Directors. The units represented by each properly executed proxy will be voted in the manner specified in such proxy. If this proxy card is submitted with no direction, but is signed, dated, and returned, this proxy will be voted "FOR" proposal 1. This proxy also grants discretionary power to the proxies to vote, in their judgment, upon such other business as may properly come before the Meeting, including whether to adjourn the Meeting. PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting: The Notice of Joint Special Meeting of Unitholders, Proxy Statement and Form of Proxy are available at www.proxyvote.com. |
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D64140-Z81593 1. To approve a new investment advisory agreement for the Fund. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain ! ! ! CPG VINTAGE ACCESS FUND IV, LLC The transaction of such other business as may properly come before the Meeting or any adjournments or postponements thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. CENTRAL PARK GROUP FUNDS C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CPG2022SM You may attend the meeting via the Internet and transmit voting instructions during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on February 17, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, CPG Funds, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w |
D64141-Z81593 CPG VINTAGE ACCESS FUND IV, LLC The undersigned unitholder(s) hereby appoint(s) Mitchell A. Tanzman, Michael Mascis and Ruth Goodstein as proxies of the undersigned, with full power of substitution to each, and hereby authorize(s) each of them to represent the undersigned and to vote at the Joint Special Meeting of Unitholders of CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC, CPG FOCUSED ACCESS FUND, LLC, CPG VINTAGE ACCESS FUND, LLC, CPG VINTAGE ACCESS FUND II, LLC, CPG VINTAGE ACCESS FUND III, LLC AND CPG VINTAGE ACCESS FUND IV, LLC to be held virtually on February 18, 2022 at 12:00 p.m. Eastern Time, at the following website: www.virtualshareholdermeeting.com/CPG2022SM, and at any and all adjournments or postponements thereof, all units of the Fund which the undersigned would be entitled to vote if personally present, in accordance with the following instructions. This proxy is solicited on behalf of the Board of Directors. The units represented by each properly executed proxy will be voted in the manner specified in such proxy. If this proxy card is submitted with no direction, but is signed, dated, and returned, this proxy will be voted "FOR" proposal 1. This proxy also grants discretionary power to the proxies to vote, in their judgment, upon such other business as may properly come before the Meeting, including whether to adjourn the Meeting. PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting: The Notice of Joint Special Meeting of Unitholders, Proxy Statement and Form of Proxy are available at www.proxyvote.com. |