COMPLIANCE SERVICES AGREEMENT
Exhibit (h)(4)
AGREEMENT dated as of December 18, 2014 (the "Effective Date'') between Aspiration Funds (the "Trust''), a Delaware statutory trust, and
Cipperman Compliance Services, LLC ("CCS"), a Pennsylvania limited liability company.
WHEREAS, the Trust is an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act'');
WHEREAS, shares of beneficial interest in the Trust are divided into separate series (each, along with any series which may in the future
be established, a "Fund," collectively, the "Funds");
WHEREAS, each Fund is managed and/or advised by an investment adviser and sub- advisers (each, an "Adviser"; together, the "Advisers")
registered under the Investment Advisers Act of 1940, as amended;
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 Trust wishes to engage CCS to provide certain compliance services on behalf of the Trust;
WHEREAS, CCS wishes to provide such services to the Trust 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/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: President | ||
| CIPPERMAN COMPLIANCE SERVICES, LLC | ||
| By: |
/s/ Xxxx Xxxxxxxxx | |
| Name: Xxxx Xxxxxxxxx | ||
| Title: Managing Member | ||
Exhibit A
Services
• Provide a designated Chief
Compliance Officer;
• Draft,
maintain, and implement the Compliance Manual and related policies and procedures;
• Quarterly Board reporting of
material compliance issues;
• Attend 4 Board meetings per
year including one in person;
• At least annually, meet
separately with the Trust's independent directors;
• Distribute the compliance
manual and obtain applicable certifications;
• Conduct the annual compliance
review as xxxxxxxx.xx Rule 38a-1;
• Maintain
a regulatory compliance calendar;•
• Manage Code of Ethics
procedures;
• Provide
real-time advice and guidance to management or the Board with respect compliance and regulatory inquiries;
• Conduct two
training sessions (up to 3 hours each) per year on topics (and to personnel) designated by Management or the Board;
• 20 consulting
hours per year for any other compliance service not described above, including the following:
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Assisting operational oversight of such areas as proxy voting, anti -money laundering, portfolio compliance, record retention, trading,
brokerage, fair valuation, trade errors, correspondence, and client complaints;
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Providing regulatory advice requiring research and/or writing;
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Reviewing fund marketing materials;
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Responding to regulatory inquiries;
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A compliance review required within six months of the date hereof;
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Assisting with licensing requirements for individuals; Providing compliance services to affiliates; 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: $________/month with respect to the Aspiration Flagship Fund plus one additional fund with the same adviser and sub-adviser
In the event that the Trust launches additional Funds, additional fees may be required, as determined by the parties from time to time.
In the event that the Trust engages CCS to conduct an initial review (which shall include a site visit) of a new Adviser or Sub-Adviser to
assist the Board in determining whether such Adviser's or Sub-Adviser's policies and procedures are reasonably designed to prevent violation of the Federal Securities Laws as described in Rule 38a-1(a)(2), the Trust shall pay a fixed fee
of $________ for each such review and related report to the Board.
In the event that CCS performs services with respect to a Fund in anticipation of the Fund's launch (other than an Initial Review), but
the Fund does not commence sale within 90 days of performing such services, the Trust shall pay CCS for time expended at the hourly rate described below.
Hourly rate for additional services: $________/hour
Initial Term: 24 months
Exhibit D
Internal Compliance Officer: Xxxxxxxxx Xxxxx
Address for Notices:
0000 X. Xxxxxx Xxxx.
Suite 415
Los Angelas, CA 90069
Exhibit E
Addendum to Compliance Services Agreement (dated 12/18/14)
Exhibit B is hereby amended as follows:
| Exhibit B | ||
| Aspiration Flagship Fund (first fund) |
$________ per month | |
| Aspiration Redwood Fund (second fund) |
$________ per month
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| Additional Funds or Advisors |
$________ per month |
All other terms of the Compliance Services Agreement remain the same.
IN WITNESS WHEREOF, the parties hereto have approved and agreed to this addendum to the Compliance Services Agreement as of the effective date listed above.
| ASPIRATION FUNDS | CIPPERMAN COMPLIANCE SERVICES, LLC | ||
| By |
/s/ Xxxxxx Xxxxxx | By: |
/s/ Xxxxxxxx Xxxxx |
| Name: Xxxxxx Xxxxxx | Name: Xxxxxxxx Xxxxx | ||
| Title: CEO | Title: CFO & COO | ||
FEE AMENDMENT
This amendment to the Compliance Services Agreement (the “Agreement”) dated December 18, 2014 by and between Aspiration Funds (“Client”) and Adviser Compliance Associates, LLC
doing business as ACA Group, or its affiliate, (“ACA”) is entered into as of October 7, 2023 (the “Effective Date”). Except for the fees listed below, all of the provisions of the Agreement shall remain unamended and in full force and effect to the
same extent as if fully set forth herein.
The parties hereto agree that the Agreement shall be amended such that the Agreement as of the Effective Date will be amended as follows:
FEES
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FEES
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Aspiration – Redwood Fund:
• Annual fee of $________
• Billed monthly at $________
• Subject to annual _____% increase
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IN WITNESS WHEREOF, the Parties hereto have caused this amendment to be executed in their names and on their behalf by and through their duly authorized officers as of the date below.
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Adviser Compliance Associates, LLC doing
business as ACA Group
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| By |
/s/ Xxx Xxxxxx | By: |
/s/ Xxxxxx Xxxxx |
| Name: Xxx Xxxxxx | Name: Xxxxxx X. Xxxxx | ||
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Title: President and CEO
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Title: Senior Counsel
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