CPG Focused Access Fund, LLC Sample Contracts
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 FundsCustody Agreement • January 30th, 2024 • CPG Focused Access 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”).
FORM OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • June 13th, 2025 • CPG Focused Access Fund, LLC • New York
AGREEMENT, made as of [July 1, 2025], between MACQUARIE FOCUSED ACCESS FUND, LLC (the "Fund"), a Delaware limited liability company, and MACQUARIE WEALTH 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").
ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENTAdministration, Fund Accounting and Recordkeeping Agreement • January 30th, 2024 • CPG Focused Access Fund, LLC
THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this 8th day of August, 2018, by and between CPG Focused Access Fund, LLC, a Delaware limited liability company (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 6th, 2018 • CPG Focused Access Fund, LLC • Delaware
This Limited Liability Company Agreement (this "Agreement") of CPG Focused Access Fund, LLC is effective as of June 4, 2018 and entered into by Mitchell A. Tanzman, as member ("the Organizational Member").
AMENDMENT TO CUSTODY AGREEMENTCustody Agreement • January 30th, 2024 • CPG Focused Access 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.
Macquarie Focused Access Fund, LLC (FORMERLY KNOWN AS CPG FOCUSED ACCESS FUND, llc) FORM OF SECOND Amended and restated LIMITED LIABILITY COMPANY AGREEMENT [Dated and effective as of July 1, 2025]Limited Liability Company Agreement • June 13th, 2025 • CPG Focused Access Fund, LLC • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MACQUARIE FOCUSED ACCESS FUND, LLC, a Delaware limited liability company (the “Fund”), is effective as of [July 1, 2025], by and among the Organizational Member, Macquarie Wealth Advisers, LLC (formerly known as Central Park Advisers, LLC), as Adviser, the Directors identified on Schedule I hereto and each person hereinafter admitted to the Fund in accordance with this Agreement and reflected on the books of the Fund as a Member.
ESCROW AGREEMENTEscrow Agreement • January 30th, 2024 • CPG Focused Access Fund, LLC
This ESCROW AGREEMENT (the “Agreement”) is made and entered into this 8th day of August, 2018, by and between CPG Focused Access 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 Focused Access 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 focused ACCESS FUND, LLC PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 19th, 2018 • CPG Focused Access Fund, LLC • Delaware
AGREEMENT made as of the 12th day of July, 2018 by and between CPG Focused Access Fund, LLC, a Delaware limited liability company, with its principal office and place of business at 805 Third Avenue, New York, New York 10022 (the "Fund"), and Foreside Fund Services, LLC, a Delaware limited liability company with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 ("Foreside").
JOINT INSURED FIDELITY BOND AGREEMENTJoint Insured Fidelity Bond Agreement • August 8th, 2023 • CPG Focused Access 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");
CPG FOCUSED ACCESS FUND, LLC PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 30th, 2024 • CPG Focused Access Fund, LLC
Placement Agency Agreement (the “Agreement”) made as of April 1, 2022 by and between CPG FOCUSED ACCESS FUND, LLC (the “Fund”), a Delaware limited liability company, and DELAWARE DISTRIBUTORS, L.P. (the “Distributor”), a Delaware limited partnership.
Form of Servicing and Sub-Placement Agency Agreement [DATE] [NAME of Sub- Placement Agent]Servicing and Sub-Placement Agency Agreement • September 19th, 2025 • Macquarie Focused Access Fund, LLC • Delaware
Macquarie Wealth Advisers, LLC (the “Adviser”) for itself and for each Fund listed on Exhibit A (each, a “Fund” and, collectively, the “Funds”) and Macquarie Capital (USA) Inc. (“MCUSA”) 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 MCUSA, 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.
MACQUARIE FOCUSED ACCESS FUND, LLC FORM OF PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 19th, 2025 • Macquarie Focused Access Fund, LLC
Placement Agency Agreement (the “Agreement”) made as of [__], 2025 by and between Macquarie Focused Access Fund, LLC (the “Fund”), a Delaware limited liability company, and Macquarie Capital (USA) Inc. (the “Distributor”), a Delaware corporation.
CENTRAL PARK ADVISERS, LLC 805 Third Avenue New York, New York 10022Expense Limitation and Reimbursement Agreement • July 19th, 2018 • CPG Focused Access Fund, LLC
Central Park Advisers, LLC (the "Adviser"), intending to be legally bound, hereby confirms its agreement as follows in respect of CPG Focused Access Fund, LLC (the "Fund"):
JOINT INSURED FIDELITY BOND AGREEMENTJoint Insured Fidelity Bond Agreement • August 1st, 2018 • CPG Focused Access 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 • July 3rd, 2025 • Macquarie Focused Access 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 • August 31st, 2022 • CPG Focused Access 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”);
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • July 1st, 2025 • CPG Focused Access Fund, LLC • New York
AGREEMENT, made as of July 1, 2025, between MACQUARIE FOCUSED ACCESS FUND, LLC (the "Fund"), a Delaware limited liability company, and MACQUARIE WEALTH 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").
Servicing and Sub-Placement Agency Agreement [DATE] [NAME of Sub-Placement Agent]Servicing and Sub-Placement Agency Agreement • July 19th, 2018 • CPG Focused Access 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 Foreside Fund Services, LLC ("Foreside") 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 Foreside, 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.
CENTRAL PARK ADVISERS, LLC 805 Third Avenue New York, New York 10022Expense Limitation and Reimbursement Agreement • January 30th, 2024 • CPG Focused Access Fund, LLC
Central Park Advisers, LLC (the "Adviser"), intending to be legally bound, hereby confirms its agreement as follows in respect of CPG Focused Access Fund, LLC (the "Fund"):
Macquarie Focused Access Fund, LLC (FORMERLY KNOWN AS CPG FOCUSED ACCESS FUND, llc) SECOND Amended and restated LIMITED LIABILITY COMPANY AGREEMENT Dated and effective as of July 1, 2025Limited Liability Company Agreement • July 1st, 2025 • CPG Focused Access Fund, LLC • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MACQUARIE FOCUSED ACCESS FUND, LLC, a Delaware limited liability company (the “Fund”), is effective as of July 1, 2025, by and among the Organizational Member, Macquarie Wealth Advisers, LLC (formerly known as Central Park Advisers, LLC), as Adviser, the Directors identified on Schedule I hereto and each person hereinafter admitted to the Fund in accordance with this Agreement and reflected on the books of the Fund as a Member.