AMENDED AND RESTATED CUSTODY AGREEMENT Dated November 19, 2015 Between UMB BANK, N.A. and Central Park Advisers, LLC on behalf of each of the Central Park Funds CUSTODY AGREEMENTCustody Agreement • January 30th, 2024 • CPG Carlyle Commitments Fund, LLC
This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”), and Central Park Advisers, LLC on behalf of each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a “Fund” and collectively, the “Funds”).
INVESTMENT ADVISORY AGREEMENT (Feeder Fund)Investment Advisory Agreement • January 30th, 2024 • CPG Carlyle Commitments Fund, LLC • New York
AGREEMENT, made as of March 11, 2022, between CPG CARLYLE COMMITMENTS FUND, 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").
AMENDMENT TO CUSTODY AGREEMENTCustody Agreement • January 30th, 2024 • CPG Carlyle Commitments Fund, LLC
This AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT (the “Amendment”) is made as of the 1st day of January, 2020 between UMB Bank, n.a. (“UMB”) and Central Park Advisers, LLC ("CPA") on behalf of CPG Carlyle Commitments Master Fund, LLC, CPG Carlyle Commitments Fund, LLC, CPG TCG Acquisition Fund, LLC, CPG Vintage Access Fund, LLC, CPG VA Acquisition Fund, LLC, CPG Vintage Access Fund II, LLC, CPG VA Acquisition Fund II, LLC, CPG Vintage Access Fund III, LLC, CPG VA Acquisition Fund III, LLC and CPG Focused Access Fund, LLC (individually a “Fund” and, collectively, the “Funds”) to that certain Custody Agreement dated November 19, 2015 between UMB and CPA on behalf of each of the Funds (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
Services AgreementServices Agreement • July 19th, 2019 • CPG Carlyle Commitments Fund, 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 • January 30th, 2024 • CPG Carlyle Commitments Fund, LLC
This ESCROW AGREEMENT (the "Agreement") is made and entered into this 23rd day of July, 2019, by and between CPG Carlyle Commitments Fund, 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").
ESCROW AGREEMENTEscrow Agreement • November 25th, 2015 • CPG Carlyle Fund, LLC • Missouri
This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of ________, 2013, by and between CPG Carlyle Private Equity Fund, LLC, a Delaware limited liability company (the “Fund”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) 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”).
Servicing and Sub-Placement Agency Agreement [DATE] [NAME of Sub-Placement Agent]Servicing and Sub-Placement Agency Agreement • January 30th, 2024 • CPG Carlyle Commitments Fund, LLC • Delaware
Central Park Advisers, LLC (the “Adviser”) for itself and for each Fund listed on Exhibit A (each, a “Fund” and, collectively, the “Funds”) and Delaware Distributors, L.P. (“DDLP”) hereby agree with you as follows in connection with the offering of limited liability company interests or units of beneficial interests (the “Interests”) in the Funds, each a limited liability company organized under the laws of the State of Delaware, in accordance with the applicable Fund’s Confidential Offering Memorandum or Confidential Memorandum, as amended from time to time (the “Memorandum”), and the services DDLP, the Adviser and the Funds 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 relevant Memorandum.
CPG CARLYLE PRIVATE EQUITY FUND, LLC PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 25th, 2015 • CPG Carlyle Fund, LLC • Delaware
CPG CARLYLE COMMITMENTS FUND, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 22nd, 2017 • CPG Carlyle Commitments Fund, LLC • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CPG CARLYLE COMMITMENTS FUND, LLC (the “Fund”) is effective as of March 16, 2017, by and among Central Park Advisers, LLC, as Adviser (“Central Park Advisers”), and each person hereinafter admitted to the Fund in accordance with this Agreement and reflected on the books of the Fund as a Member.
CPG CARLYLE COMMITMENTS FUND, LLC PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 30th, 2024 • CPG Carlyle Commitments Fund, LLC
Placement Agency Agreement (the "Agreement") made as of April 1, 2022 by and between CPG CARLYLE COMMITMENTS FUND, LLC (the "Fund"), a Delaware limited liability company, and DELAWARE DISTRIBUTORS, L.P. (the "Distributor"), a Delaware limited partnership.
ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENTAdministration, Fund Accounting and Recordkeeping Agreement • November 25th, 2015 • CPG Carlyle Fund, LLC • Utah
THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this ___ day of ____________, 2013, by and between CPG Carlyle Private Equity Fund, LLC, a Delaware limited liability company (the “Fund”), and J.D. Clark & Co., Inc., a Utah corporation (the “Administrator”).
AMENDED AND RESTATED CUSTODY AGREEMENT Dated ______________, 2015 Between UMB BANK, N.A. and Central Park Advisers, LLCCustody Agreement • November 25th, 2015 • CPG Carlyle Fund, LLC
This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”), and Central Park Advisers, LLC on behalf of each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a “Fund” and collectively, the “Funds”).
AMENDMENT ONEServices Agreement • January 30th, 2024 • CPG Carlyle Commitments Fund, 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.
CENTRAL PARK ADVISERS, LLCExpense Limitation and Reimbursement Agreement • January 11th, 2013 • CPG Carlyle Private Equity Fund, LLC
Central Park Advisers, LLC (the "Adviser"), intending to be legally bound, hereby confirms its agreement as follows in respect of CPG Carlyle Private Equity Fund, LLC (the "Fund"):
CPG CARLYLE PRIVATE EQUITY FUND, LLC AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 28th, 2013 • CPG Carlyle Private Equity Fund, LLC
THIS AMENDMENT, dated as of May 29, 2013 (the "Amendment"), is made pursuant to Section 8.1(a)(i) of the Limited Liability Company Agreement dated December 14, 2012 (the "Agreement") of CPG Carlyle Private Equity Fund, LLC (the "Fund").
AMENDMENT 5Services Agreement • January 30th, 2024 • CPG Carlyle Commitments Fund, 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.
INVESTMENT ADVISORY AGREEMENT (Feeder Fund)Investment Advisory Agreement • January 11th, 2013 • CPG Carlyle Private Equity Fund, LLC • New York
SEVENTH AMENDED AND RESTATED APPENDIX B AMENDED AND RESTATED CUSTODY AGREEMENTCustody Agreement • January 30th, 2024 • CPG Carlyle Commitments Fund, LLC
The following investment companies (“Funds”) are hereby made parties to the Amended and Restated Custody Agreement dated November 19, 2015, as amended, with UMB Bank, n.a. (“Custodian”) and Central Park Advisers, LLC, and agree to be bound by all the terms and conditions contained in said Agreement:
JOINT INSURED FIDELITY BOND AGREEMENTJoint Insured Fidelity Bond Agreement • September 26th, 2016 • CPG Carlyle Fund, LLC
WHEREAS, each Insured is an investment company (each, a "Fund" and collectively, the "Funds") registered under the Investment Company Act of 1940, as amended (the "1940 Act);
JOINT INSURED FIDELITY BOND AGREEMENTJoint Insured Fidelity Bond Agreement • October 1st, 2014 • CPG Carlyle Private Equity Fund, LLC
Agreement made as of June 13, 2014 by and among each investment company or investment adviser listed on Schedule I hereto (collectively, the "Insureds").
AMENDMENT 3Services Agreement • January 30th, 2024 • CPG Carlyle Commitments Fund, LLC
This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of September 25, 2020:
AMENDMENT TWOServices Agreement • January 30th, 2024 • CPG Carlyle Commitments Fund, 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.
AMENDMENT 4Services Agreement • January 30th, 2024 • CPG Carlyle Commitments Fund, 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.
ESCROW AGREEMENTEscrow Agreement • November 25th, 2015 • CPG Carlyle Fund, LLC • Missouri
This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of ________, 2013, by and between CPG Carlyle Private Equity Fund, LLC, with respect to its Class I shares, a Delaware limited liability company (the “Fund”), UMB Fund Services, Inc., as recordkeeper (“UMBFS”) 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”).
JOINT INSURED FIDELITY BOND AGREEMENTJoint Insured Fidelity Bond Agreement • July 26th, 2013 • CPG Carlyle Private Equity Fund, LLC
Agreement made as of June 14, 2013 by and among each investment company or investment adviser listed on Schedule I hereto (collectively, the "Insureds").
JOINT INSURED FIDELITY BOND AGREEMENTJoint Insured Fidelity Bond Agreement • July 21st, 2015 • CPG Carlyle Private Equity Fund, LLC
WHEREAS, each Insured is an investment company (each, a "Fund" and collectively, the "Funds") registered under the Investment Company Act of 1940, as amended (the "1940 Act);
