STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

CPG CARLYLE PRIVATE EQUITY FUND, LLC

Under Section 18-202 of the Delaware

Limited Liability Company Act

The undersigned, being the Principal Executive Officer of the limited liability company under Section 18-202 of the Limited Liability Company Act of the State of Delaware, hereby certifies:

FIRST:               The name of the limited liability company is CPG Carlyle Private Equity Fund, LLC (the “Company”).

SECOND:          The first certification of the Certificate of Formation of the Company as filed with the Secretary of State of Delaware on October 23, 2012, is hereby deleted in its entirety and replaced with the following:

FIRST:          The name of the limited liability company is CPG Carlyle Fund, LLC (the “Company”).

THIRD:              All other provisions of the Certificate of Formation of the Company shall remain in effect.

FOURTH:          This Certificate shall become effective as of August 3, 2015.

IN WITNESS WHEREOF, the undersigned has signed this Certificate on the 31st day of July 2015.

CPG CARLYLE PRIVATE EQUITY FUND, LLC
By:	/s/ Mitchell A. Tanzman
	Name:	Mitchell A. Tanzman
	Title:	Principal Executive Officer