COMPLIANCE SERVICES AGREEMENT
COMPLIANCE SERVICES AGREEMENT dated as of June 8, 2021 (the “Effective Date”) by and between the USCA All Terrain Fund (the “Fund” or
the “Trust”), a Delaware statutory trust, and Cipperman Compliance Services, LLC (“CCS”), a Pennsylvania limited liability company.
WHEREAS, the Fund is a closed-end, non-diversified management investment company registered under the Investment Company Act of 1940,
as amended (the “1940 Act”);
WHEREAS, the Fund is advised by USCA Asset Management, LLC (the “Advisor”);
WHEREAS, the Board of Trustees of the Trust (the “Board”) is required to implement a compliance program pursuant to Rule 38a-1 (“Rule
38a-1”) of the 1940 Act including the designation of a chief compliance officer (the “CCO”);
WHEREAS, the Fund wishes to engage CCS to provide certain compliance services;
WHEREAS, CCS wishes to provide such services to the Fund under the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement, the Fund and CCS agree to the Terms
and Conditions described in Exhibits A-D.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
By /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: President
CIPPERMAN COMPLIANCE SERVICES, LLC
By /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Managing Member
Exhibit A
Services
Base Services (included in
monthly fee):
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1.
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Chief Compliance Officer. We will designate a
member of our staff to serve as Chief Compliance Officer pursuant to Rule 38a-1. The CCO will be responsible for administering the Fund’s policies and procedures, reporting to the Board, providing the annual written compliance report,
and any other matters required of a CCO under the Investment Company Act.
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2.
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Policies and Procedures. We will draft and
proactively maintain and update the Fund’s compliance manual to reflect regulatory changes and changes to the Fund’s business. We will draft all policies and work with management and the Board to include all recommended revisions and
changes (one aggregate amendment per year unless required by law). We will monitor the industry and regulatory developments and recommend changes to policies and procedures as appropriate.
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3.
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Compliance Review. We will conduct the annual
review of the adequacy and effectiveness of the policies and procedures of the Fund and the relevant service providers. Pursuant to Rule 38a-1(a)(4)(iii), the annual report will address (A) the operation of the policies and procedures of the fund and each investment adviser, principal underwriter, administrator, and transfer agent of the fund, any material changes made to
those policies and procedures since the date of the last report, and any material changes to the policies and procedures recommended as a result of the annual review…; and (B) each Material Compliance Matter (as defined in Rule
38a-1(e)(2)) that occurred since the date of the last report. The review will include a review of the policies and procedures, interviews of key personnel, obtaining certifications, conducting rolling site visits of service providers,
reviewing internal and/or third party compliance and internal control reports, reviewing cited regulatory deficiencies and/or exam results, noting observed risks, and testing implementation.
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4.
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Compliance Report. We will prepare a detailed
written report of our annual compliance program review. The report will include a comprehensive testing matrix accompanied by a written report discussing the most significant issues. The report will also describe remediation efforts
with respect to prior years’ findings. We will then discuss the report with the Board at an in-person meeting.
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5.
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Access to Regulatory Updates. We will provide full,
free, and unlimited access to our regulatory updates, blog posts, and best practices information. You will also receive daily email updates.
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6.
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On-site Due Diligence. We will conduct regulatory
onsite due diligence of all 38a-1 service providers.
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7.
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Compliance Calendar. We will create, implement, and
follow a detailed compliance calendar and project plan to ensure the timely completion of all compliance activities by all relevant parties.
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8.
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Board Reporting. A representative from CCS will
attend all Board meetings and report material compliance issues to the Board. We will also review certifications of various service providers and make a series of written compliance certifications.
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Certifications. We will ensure that all relevant
personnel and service providers receive and understand the compliance policies and procedures, obtain certifications with respect thereto, and obtain quarterly compliance certifications for delivery to the Board.
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10.
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Regulatory Exams. We will provide support related
to responding to regulatory exams conducted by the SEC (24 hours per year; $300/hour thereafter). This will include assembling materials in response to requests, interfacing with the exam staff, and preparing a written response to
deficiencies.
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11.
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Advice, Guidance, and Support. We will provide
real-time advice and guidance to Management or the Board with respect to any compliance and regulatory question.
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12.
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Code of Ethics. We will utilize our proprietary
technology and process to manage all processes under the Fund’s Code of Ethics including obtaining certifications, cross-checking personal trading account records, and preclearing transactions (up to 10 Access Persons).
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13.
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Training. We will offer training sessions on topics
and to personnel designated by management or the Board.
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Additional Services (not included
in monthly fee):
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Implementing operational procedures;
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Training other than as described in Base Services;
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Assisting with licensing requirements for individuals;
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Conducting email reviews;
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Responding to regulatory examinations in excess of the hours described in Base Services;
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Responding to client inquiries or RFPs;
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Utilizing third party technology (including manual) to manage the Code of Ethics processes;
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Conducting initial reviews of Adviser or Sub-Advisers for Board approval;
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Providing compliance services to affiliates;
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Providing compliance services with respect to other jurisdictions, statutes, or regulations, other than as described herein;
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Providing services before or after the Term hereof;
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Providing services not described above under “Base Services;” and
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Providing other compliance services as reasonably requested.
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Exhibit B
Fees and Term
Fee for Base Services: $3000 per month, subject to a 10% discount for the Initial Term
Hourly rate for additional services: $500/hour
Initial Term: 24 months
Exhibit D
Addenda:
Section III.E. shall be amended by deleting “12 months” and replacing it with “24 months”.
Internal Compliance Liaison: Xxxxxx X. Xxxxxxxxxx
Address for Notices:
U.S. Capital Advisors LLC
0000 Xxxxxxxxxx Xxxx, Xxxxx X000
Xxxxxxx, XX 00000
