CPG Vintage Access Fund II, LLC Sample Contracts

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 31st, 2018 • CPG Vintage Access Fund II, LLC • New York

AGREEMENT made as of July 12, 2018, between CPG VINTAGE ACCESS FUND II, LLC (the "Fund"), a Delaware limited liability company, and CENTRAL PARK advisErS, llc (the "Adviser"), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • June 1st, 2018 • CPG Vintage Access Fund II, LLC • Delaware

This Limited Liability Company Agreement (this "Agreement") of CPG Vintage Access Fund II, LLC is effective as of May 31, 2018 and entered into by Mitchell A. Tanzman, as member ("the Organizational Member").

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Administration, Fund Accounting and Recordkeeping Agreement • July 31st, 2018 • CPG Vintage Access Fund II, LLC • Wisconsin

THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this ___ day of ____________, 2018, by and between CPG Vintage Access Fund II, LLC, a Delaware limited liability company (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

ESCROW AGREEMENT
Escrow Agreement • July 31st, 2018 • CPG Vintage Access Fund II, LLC • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of ________, 2018, by and between CPG Vintage Access Fund II, LLC, a Delaware limited liability company (the “Fund”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).

JOINT INSURED FIDELITY BOND AGREEMENT
Joint Insured Fidelity Bond Agreement • September 7th, 2021 • CPG Vintage Access Fund II, LLC

WHEREAS, each Insured is an investment company (each, a "Fund" and collectively, the "Funds") registered under the Investment Company Act of 1940, as amended (the "1940 Act");

CENTRAL PARK ADVISERS, LLC 805 Third Avenue New York, New York 10022
Organizational Expenses Limitation and Reimbursement Agreement • July 31st, 2018 • CPG Vintage Access Fund II, LLC

Central Park Advisers, LLC (the "Adviser"), intending to be legally bound, hereby confirms its agreement as follows in respect of CPG Vintage Access Fund II, LLC (the "Fund"):

CENTRAL PARK ADVISERS, LLC 805 Third Avenue New York, New York 10022
Organizational Expenses Limitation and Reimbursement Agreement • September 26th, 2018 • CPG Vintage Access Fund II, LLC

Central Park Advisers, LLC (the "Adviser"), intending to be legally bound, hereby confirms its agreement as follows in respect of CPG Vintage Access Fund II, LLC (the "Fund"):

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