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.
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").
Servicing and Sub-Placement Agency Agreement [DATE] [NAME of Sub-Placement Agent]CPG Carlyle Commitments Fund, LLC • January 30th, 2024 • 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 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.
AMENDMENT 5CPG Carlyle Commitments Fund, LLC • January 30th, 2024
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.
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:
AMENDMENT 3CPG Carlyle Commitments Fund, LLC • January 30th, 2024
This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of September 25, 2020:
AMENDMENT TWOCPG Carlyle Commitments Fund, LLC • January 30th, 2024
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 4CPG Carlyle Commitments Fund, LLC • January 30th, 2024
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 ONECPG Carlyle Commitments Fund, LLC • January 30th, 2024
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 6Amendment • January 30th, 2024 • CPG Carlyle Commitments Fund, LLC
This Amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of August 19, 2022 (the “Effective Date”):
