EX-99.(K)(8) 14 tm244255d1_ex99-xkx8.htm EXHIBIT 99.(K)(8)

 

Exhibit 99.(k)(8)

 

CONFIDENTIAL

 

AMENDMENT 5

 

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of November 29, 2021:

 

Term Means
“Existing Agreement” The Services Agreement among SS&C, each of the Existing Funds listed in Schedule C and Investment Manager dated July 15, 2019, as amended or restated from time to time
“SS&C”

SS&C Technologies, Inc.

DST Asset Manager Solutions, Inc.

ALPS Fund Services, Inc.

“Existing Funds”

CPG Carlyle Commitments Fund, LLC

CPG Carlyle Commitments Master Fund, LLC

CPG Vintage Access Fund, LLC

CPG Vintage Access Fund III, LLC

CPG Cooper Square International Equity, LLC

CPG Vintage Access Fund IV, LLC

“New Fund” CPG Vintage Access Fund V, LLC
Investment Manager” Central Park Advisers, LLC

 

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives.

 

SS&C TECHNOLOGIES, INC.   DST ASSET MANAGER SOLUTIONS, INC.
     
By: /s/ Ken Fullerton   By: /s/ Ken Fullerton
         
Name: Ken Fullerton   Name: Ken Fullerton
         
Title: Authorized Representative   Title: Authorized Representative
         
ALPS FUND SERVICES, INC.   CENTRAL PARK ADVISERS, LLC
     
By: /s/ Ken Fullerton   By: /s/ Michael Mascis
         
Name: Ken Fullerton   Name: Michael Mascis
         
Title: Authorized Representative   Title: Chief Financial Officer
         
CPG CARLYLE COMMITMENTS FUND, LLC   CPG CARLYLE COMMITMENTS MASTER FUND, LLC
       
By: /s/ Michael Mascis   By: /s/ Michael Mascis
         
Name: Michael Mascis   Name: Michael Mascis
         
Title: Authorized Signatory   Title: Authorized Signatory

 

 

 

 

CPG VINTAGE ACCESS FUND III, LLC   CPG VINTAGE ACCESS FUND, LLC
     
By: /s/ Michael Mascis   By: /s/ Michael Mascis
         
Name: Michael Mascis   Name: Michael Mascis
         
Title: Authorized Signatory   Title: Authorized Signatory
         
CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC   CPG VINTAGE ACCESS FUND IV, LLC
     
By: /s/ Michael Mascis   By: /s/ Michael Mascis
         
Name: Michael Mascis   Name: Michael Mascis
         
Title: Authorized Signatory   Title: Authorized Signatory
         
CPG VINTAGE ACCESS FUND V, LLC      
       
By: /s/ Michael Mascis      
         
Name: Michael Mascis      
         
Title: Authorized Signatory      

 

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Schedule A to this Amendment
Amendments

 

Effective as of the date of this Amendment, the Existing Agreement is amended as follows:

 

1.CPG Vintage Access Fund V, LLC, the New Fund, is added as a Party to the Existing Agreement.

 

2.The New Fund is added to the table row entitled “Privately Placed Funds” in the table of Defined Funds in Subsection 1.(b) of Schedule B Fees and Expenses:

 

Term Parties
“PRIVATELY CPG Carlyle Commitments Fund, LLC
PLACED FUNDS” CPG Carlyle Commitments Master Fund, LLC
  CPG Vintage Access Fund, LLC
  CPG Vintage Access Fund III, LLC
  CPG Vintage Access Fund IV, LLC
  CPG Vintage Access Fund V, LLC

 

3. The New Fund is added under the column entitled “Fund” in the table of Fund Administration and Accounting Fees in Subsection 1.(c) of Schedule B Fees and Expenses:

 

Fund Base Fees
CPG Vintage Access Fund V, LLC [Information Omitted]

 

4.Schedule C is deleted in its entirety and replaced with Schedule C attached hereto as “Attachment I”.

 

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Schedule B to this Amendment
General Terms

 

1.Capitalized terms not defined herein shall have the meanings given to them in the Existing Agreement.

 

2.The Parties’ duties and obligations are governed by and limited to the express terms and conditions of this Amendment, and shall not be modified, supplemented, amended or interpreted in accordance with, any industry custom or practice, or any internal policies or procedures of any Party. This Amendment (including any attachments, schedules and addenda hereto), along with the Existing Agreement, as amended, contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect thereto.

 

3.This Amendment may be executed in counterparts, each of which when so executed will be deemed to be an original. Such counterparts together will constitute one agreement. Signatures may be exchanged via facsimile or electronic mail and signatures so exchanged shall be binding to the same extent as if original signatures were exchanged.

 

4.This Amendment and any dispute or claim arising out of or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the same jurisdiction as the Existing Agreement.

 

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Attachment 2

 

Schedule C

Funds

 

Fund Organization
CPG Carlyle Commitments Fund, LLC Delaware, US, limited liability company
CPG Carlyle Commitments Master Fund, LLC Delaware, US, limited liability company
CPG Vintage Access Fund, LLC Delaware, US, limited liability company
CPG Vintage Access Fund III, LLC Delaware, US, limited liability company
CPG Cooper Square International Equity, LLC Delaware, US, limited liability company
CPG Vintage Access Fund IV, LLC Delaware, US, limited liability company
CPG Vintage Access Fund V, LLC Delaware, US, limited liability company

 

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