INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 1st, 2020 • CPG Cooper Square International Equity, LLC • New York
AGREEMENT made as of August 21, 2020, as revised September 21, 2020, between CPG COOPER SQUARE INTERNATIONAL EQUITY, 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 (the "Agreement").
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • October 1st, 2020 • CPG Cooper Square International Equity, LLC • New York
AGREEMENT made as of September 18, 2020 by and between CPG Cooper Square International Equity, LLC (the “Fund”) and The Bank of New York Mellon (“BNY”).
Services AgreementServices Agreement • October 1st, 2020 • CPG Cooper Square International Equity, LLC • New York
This Services Agreement including the Schedules hereto (the “Agreement”) is entered into and effective as of July 15, 2019 (the “Effective Date”) by and among:
ESCROW AGREEMENTEscrow Agreement • October 1st, 2020 • CPG Cooper Square International Equity, LLC • Missouri
This ESCROW AGREEMENT (the "Agreement") is made and entered into this ___ day of ____, 2020, by and between CPG Cooper Square International Equity, LLC, a Delaware limited liability company (the "Fund"), 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").
CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated and effective as of August 21, 2020Limited Liability Company Agreement • October 1st, 2020 • CPG Cooper Square International Equity, LLC • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC, a Delaware limited liability company (the "Fund"), is dated and effective as of August 21, 2020 by and among the Organizational Member, Central Park Advisers, LLC, as Adviser, the Directors identified on Schedule I hereto, and each person hereinafter admitted to the Fund in accordance with this Agreement and reflected on the books of the Fund as a Member.
Servicing and Selling Agency AgreementServicing and Selling Agency Agreement • October 1st, 2020 • CPG Cooper Square International Equity, LLC • Delaware
Central Park Advisers, LLC (the "Adviser") for itself and for CPG Cooper Square International Equity, LLC (the "Fund") and Foreside Fund Services, LLC ("Foreside") hereby agree with you as follows in connection with the offering of limited liability company interests (the "Interests") in the Fund, a limited liability company organized under the laws of the State of Delaware, in accordance with the Fund's prospectus (which for purposes of this Agreement includes the statement of additional information incorporated therein), as amended from time to time (the "Prospectus"), and the services Foreside, the Adviser and the Fund desire you to perform hereunder. All capitalized terms used in this Agreement which are not separately defined herein shall have the respective meaning set forth in the Prospectus.
CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And CPG COOPER SQUARE INTERNATIONAL EQUITY, LLCCustody Agreement • October 1st, 2020 • CPG Cooper Square International Equity, LLC • New York
This Custody Agreement is made and entered into as of the latest date set forth on the signature page hereto (the “Effective Date”) by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY Mellon”), and CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC, a Delaware limited liability company (“Customer”). BNY Mellon and Customer are collectively referred to as the “Parties” and individually as a “Party”.
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • October 1st, 2020 • CPG Cooper Square International Equity, LLC • New York
AGREEMENT made as of August 21, 2020, as revised September 21, 2020, among CENTRAL PARK ADVISERS, LLC, a Delaware limited liability company (the "Adviser"), SELECT EQUITY GROUP, L.P., a Delaware limited partnership ("Sub-Adviser"), and, solely with respect to Section 7 and Exhibit A, CPG Cooper Square International Equity, LLC (the "Fund").
CENTRAL PARK ADVISERS, LLC 805 Third Avenue New York, New York 10022 SELECT eQUITY GROUP, L.P. 380 Lafayette Street New York, New York 10003Expense Limitation and Reimbursement Agreement • October 1st, 2020 • CPG Cooper Square International Equity, LLC
Each of Central Park Advisers, LLC (the "Investment Adviser") and Select Equity Group, L.P. (the "Sub-Investment Adviser" and, together with the Investment Adviser, the "Advisers"), intending to be legally bound, hereby confirms its agreement as follows in respect of CPG Cooper Square International Equity, LLC (the "Fund"):
CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC DISTRIBUTION AGREEMENTDistribution Agreement • October 1st, 2020 • CPG Cooper Square International Equity, LLC • New York
AGREEMENT made as of the 30th day of September, 2020 by and between CPG Cooper Square International Equity, LLC, a Delaware limited liability company, with its principal office and place of business at 805 Third Avenue, New York, New York 10022 (the "Fund"), and Foreside Fund Services, LLC, a Delaware limited liability company with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 ("Foreside").
