INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • January 30th, 2023 • CPG Cooper Square International Equity, LLC • New York
AGREEMENT, made as of March 11, 2022, 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").
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • January 30th, 2023 • CPG Cooper Square International Equity, LLC • New York
AGREEMENT, made as of March 11, 2022, 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").
FORM OF [FUND NAME] [DISTRIBUTION AGREEMENT [NOTE: FOR 1933 ACT-REGISTERED FUNDS] [PLACEMENT AGENCY AGREEMENT [NOTE: FOR PRIVATELY OFFERED FUNDS THAT ARE REGISTERED AS INVESTMENT COMPANIES UNDER THE 1940 ACT]Distribution Agreement • January 30th, 2023 • CPG Cooper Square International Equity, LLC
[Distribution Agreement] [Placement Agency Agreement] (the “Agreement”) made as of April 1, 2022 by and between [FUND] (the “Fund”), a Delaware limited liability company, and DELAWARE DISTRIBUTORS, L.P. (the “Distributor”), a Delaware limited partnership.
Servicing and Sub-Placement Agency AgreementServicing and Sub-Placement Agency Agreement • January 30th, 2023 • CPG Cooper Square International Equity, LLC • Florida
CPG Cooper Square International Equity, LLC (the “Fund”), Central Park Advisers, LLC, the Fund’s Adviser (the “Adviser”), and Foreside Fund Services, LLC, the Fund’s Distributor (“Foreside” or the “Distributor”) hereby agree with Raymond James & Associates, Inc. and Raymond James Financial Services, Inc. (each a separate party and together referred to as “Raymond James”) 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, as amended from time to time and including the statement of additional information incorporated therein (the “Prospectus”), and the services the Distributor, the Adviser and the Fund desire Raymond James to perform hereunder. All capitalized terms used in this Servicing and Sub-Placement Agency Agreement (this “Agreement”) that are not separately defined herein shall have the respective me
CENTRAL PARK ADVISERS, LLC 125 West 55th Street New York, New York 10019 SELECT eQUITY GROUP, L.P. 380 Lafayette Street New York, New York 10003Expense Limitation and Reimbursement Agreement • January 30th, 2023 • 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"):
