0001144204-18-038969 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 19th, 2018 • CPG Focused Access Fund, LLC • New York

AGREEMENT made as of July 12, 2018, between CPG FOCUSED ACCESS 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.

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ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Accounting and Recordkeeping Agreement • July 19th, 2018 • CPG Focused Access Fund, LLC • Wisconsin

THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this ___ day of ____________, 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”).

ESCROW AGREEMENT
Escrow Agreement • July 19th, 2018 • CPG Focused Access Fund, LLC • Missouri

This ESCROW AGREEMENT (the “Agreement”) is made and entered into this ___ day of ________, 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”).

CPG focused ACCESS FUND, LLC PLACEMENT AGENCY AGREEMENT
Placement 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").

CENTRAL PARK ADVISERS, LLC 805 Third Avenue New York, New York 10022
CPG Focused Access Fund, LLC • July 19th, 2018

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"):

Servicing and Sub-Placement Agency Agreement [DATE] [NAME of Sub-Placement Agent]
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.

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