SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Exchange Act of 1934
CPG FOCUSED ACCESS FUND, LLC
CPG VINTAGE ACCESS FUND, LLC
CPG VINTAGE ACCESS FUND II, LLC
CPG VINTAGE ACCESS FUND III, LLC
CPG VINTAGE ACCESS FUND IV, LLC
CPG FOCUSED ACCESS FUND, LLC
CPG VINTAGE ACCESS FUND, LLC
CPG VINTAGE ACCESS FUND II, LLC
CPG VINTAGE ACCESS FUND III, LLC
CPG VINTAGE ACCESS FUND IV, LLC
New York, NY 10110
CPG FOCUSED ACCESS FUND, LLC
CPG VINTAGE ACCESS FUND, LLC
CPG VINTAGE ACCESS FUND II, LLC
CPG VINTAGE ACCESS FUND III, LLC
CPG VINTAGE ACCESS FUND IV, LLC
New York, NY 10110
Proposals | | | Unitholders Entitled to Vote | |
1. To approve a new investment advisory agreement for each Fund (the “New Investment Advisory Agreement Proposal”). | | | 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 Proposal”). | | | All Unitholders of CPG Cooper Square International Equity, LLC | |
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
CPG Vintage Access Fund IV, LLC
Director and Principal Executive Officer of the Funds
December 30, 2021
CPG FOCUSED ACCESS FUND, LLC (“Focused Access”),
CPG VINTAGE ACCESS FUND, LLC (“Vintage I”),
CPG VINTAGE ACCESS FUND II, LLC (“Vintage II”),
CPG VINTAGE ACCESS FUND III, LLC (“Vintage III”),
and
CPG VINTAGE ACCESS FUND IV, LLC (“Vintage IV”)
500 Fifth Avenue, 31st Floor
New York, NY 10110
TO BE HELD ON FRIDAY, FEBRUARY 18, 2022
Proposals | | | Unitholders Entitled to Vote | |
1. To approve a new investment advisory agreement for each Fund (the “New Investment Advisory Agreement Proposal”). | | | 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 Proposal”). | | | All Unitholders of Cooper Square | |
(“NEW INVESTMENT ADVISORY AGREEMENT PROPOSAL”)
(“NEW SUB-INVESTMENT ADVISORY AGREEMENT PROPOSAL”)
Secretary
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 | | | | | | | | | | | | | | | | | | | | |
EQUITY, LLC
(i) expenses borne through the Fund’s investments in Investment Funds and other securities, including, without limitation, any fees and expenses charged by the investment advisers, asset managers, managing members, general partners or sponsors thereof (such as management fees, incentive fees or allocations, pass through expenses and costs and redemption or withdrawal fees); (ii) all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, such as direct and indirect expenses associated with the Fund’s investments (whether or not consummated), and enforcing the Fund’s rights in respect of such investments; (iii) transfer taxes and premiums; (iv) taxes withheld on non-U.S. dividends or other non-U.S. source income; (v) fees for data, software and technology providers; (vi) professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts); and (vii) if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees;
(i) expenses borne indirectly through the Fund’s investments in Investment Funds and other securities, including, without limitation, any fees and expenses charged by the general partners, managing members, investment advisers or sponsors thereof (such as management fees, performance fees, carried interests or incentive fees or allocations, monitoring fees, and redemption or withdrawal fees); (ii) all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, such as direct and indirect expenses associated with the Fund’s investments (whether or not consummated), and enforcing the Fund’s rights in respect of such investments; (iii) transfer taxes and premiums; (iv) taxes withheld on non-U.S. dividends or other non-U.S. source income; (v) fees for data, software and technology providers; (vi) professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts); (vii) if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees; and (viii) expenses incurred by or in relation to financial advisors, placement agents, investment advisers and consultants such as (a) reasonable travel and other expenses including lodging and entertainment and meals related to diligence or informational meetings in which such persons meet with investment professionals employed by the Adviser, as well as for costs of organizing and holding such meetings and (b) payments to or on behalf of such persons for other types of events, including sales or training seminars;
| | | | CENTRAL PARK ADVISERS, LLC | | |||
| | | | By: | | | Name: Title: | |
| | | | SELECT EQUITY GROUP, L.P. | | |||
| | | | By: | | | Name: Title: | |
| | | | CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC, solely with respect to Section 7 and Exhibit A | | |||
| | | | By: | | | Name: Title: | |
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 | |
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 | |
Fund Name | | | Date of Current Investment Advisory Agreement | | | Date Current Investment Advisory Agreement was Last Submitted to Unitholder Vote | | | 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 8/16/2017 | | | 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 Sub-Investment Advisory Agreement was Last Submitted to Unitholder Vote | | | Date Current Sub-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 | |
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 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. | |
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. | |
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. | |
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. | |
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 |
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. |