LIMITED LIABILITY COMPANY AGREEMENT
LIMITED LIABILITY COMPANY AGREEMENT
OF
This Limited Liability Company Agreement (this "Agreement") of CPG Focused Access Fund, LLC is effective as of June 4, 2018 and entered into by Xxxxxxxx X. Xxxxxxx, as member ("the Organizational Member").
The Organizational Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the "Act"), and hereby agrees as follows:
1. Name. The name of the limited liability company formed hereby is CPG Focused Access Fund, LLC (the "Company").
3. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Services Company, 000 Xxxxxx Xxxxx Xxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Services Company, 000 Xxxxxx Xxxxx Xxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
5. Organizational Member. The name and mailing address of the Organizational Member are as follows:
Xxxxxxxx X. Xxxxxxx
c/o Central Park Advisers, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000.
6. Powers. The business and affairs of the Company shall be managed by or under the direction of the Organizational Member. The Organizational Member shall have the power and authority to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. Notwithstanding any other provision of this Agreement, the Organizational Member is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity. The Organizational Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware, including without limitation, the Certificate of Formation of the Company.
14. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.
[Signature Page to Follow]
Organizational Member:
/s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx