COMPLIANCE CONSULTING AGREEMENT

Exhibit (k)(v)

THIS AGREEMENT (the “Agreement”) is entered into to be effective as of the 8th day of May, 2024, by and among Oyster Consulting, LLC® (“Oyster”), a Virginia limited liability corporation, which term, as used herein shall include, as appropriate, relevant Oyster personnel, including but not limited to Xxxx Xxxxx (“Xx. Xxxxx”), or any consultant provided by Xxxxxx to The Equalize Community Development Fund (“Equalize Community Development Fund”).

WHEREAS, Oyster is a consulting firm specializing in providing regulatory compliance products and services to, among others, Registered Investment Companies (“RIC”) registered with the Securities and Exchange Commission (“SEC”);

WHEREAS, Equalize Community Development Fund is a RIC subject to a number of regulatory requirements under various federal and state laws, including among others, the Investment Company Act of 1940 (“1940 Act”); and

WHEREAS, the Board of Trustees and Senior Management of Equalize Community Development Fund desires to engage Oyster to provide certain ongoing regulatory compliance consulting and monitoring services, all such services designed to support Equalize Community Development Fund’s obligations under the 1940 Act and Oyster is willing to provide those services upon the terms and conditions set forth in this Agreement.

NOW THEREFORE, for and in consideration of the mutual agreements and covenants contained herein, Oyster and Equalize Community Development Fund hereby agree as follows:

ENGAGEMENT OF OYSTER / DESIGNATION AS CCO

Equalize Community Development Fund hereby engages Oyster to provide an individual acceptable to Equalize Community Development Fund to serve as Chief Compliance Officer (the “CCO”) for Equalize Community Development Fund, to provide ongoing regulatory compliance consulting and monitoring services described in Schedule A to this Agreement, and Oyster hereby accepts such appointment. Schedule A is incorporated into and made a part of this Agreement and may be amended from time to time by mutual written consent of the parties.

Equalize Community Development Fund appoints Xx. Xxxxx as an officer of Equalize Community Development Fund and designates Mr. Pelos as CCO. The parties understand and agree that Mr. Pelos will be identified as CCO on applicable regulatory documents or any other documents as Equalize Community Development Fund deems necessary or appropriate; in this connection, Mr. Pelos and Oyster agree to provide promptly such information about the CCO as

Equalize Community Development Fund shall reasonably request and consent to the inclusion of such information in relevant documents. Equalize Community Development Fund represents that Mr. Pelos shall be granted appropriate responsibility and authority to fulfill the obligations imposed upon Equalize Community Development Fund’s CCO by the Rule and Equalize Community Development Fund’s policies and procedures (“Compliance Program”), as each may be amended from time to time.

Mr. Pelos and Oyster hereby accept such appointment and designation under the terms and conditions set forth in this Agreement and represent that Mr. Pelos is, and shall take reasonable steps to remain, competent and knowledgeable regarding the 1940 Act, and relevant rules thereunder and shall perform his duties as CCO in Equalize Community Development Fund’s best interests and in a manner consistent with the Rules and industry standards.

The CCO shall serve as such until such time as his successor shall be duly qualified and appointed by Equalize Community Development Fund. Oyster and the CCO shall immediately inform Equalize Community Development Fund of any matter that would or might have a materially negative effect on a currently designated CCO’s ability to properly serve Equalize Community Development Fund. In the event that the CCO shall become unable or unwilling to continue serving as such or Equalize Community Development Fund notifies Oyster of its desire to replace the CCO, Oyster shall immediately provide Equalize Community Development Fund with a suitable candidate to replace the CCO or shall terminate this Agreement in accordance with its terms. Oyster represents that any proposed successor CCO will be, and shall take reasonable steps to remain, competent and knowledgeable regarding the 1940 Act and relevant rules thereunder and shall perform his or her duties as CCO in Equalize Community Development Fund’s best interests and in a manner consistent with the Rule and industry standards. Equalize Community Development Fund represents that, if approved, any such successor CCO shall be granted appropriate responsibility and authority to fulfill a CCO’s obligations under the rule and Equalize Community Development Fund’s Compliance Program, as each may be amended from time to time.

In the event that Oyster is unable to provide an individual that Equalize Community Development Fund, in its sole discretion, believes is appropriate and suitable to serve as CCO, Equalize Community Development Fund may immediately terminate this Agreement without penalty.

Equalize Community Development Fund or Oyster may cancel this agreement with thirty days written notice; however, in the event that the CCO has identified to Equalize Community Development Fund regulatory risks that must be corrected and have gone uncorrected within a reasonable time as determined by the CCO, the Oyster can immediately terminate this agreement. Such termination by Oyster will not relieve Equalize Community Development Fund of any payments due up to the date of such termination.

If Equalize Community Development Fund hires an Oyster consultant, employee or independent contractor working for Oyster or its affiliates, during the engagement or for a period of twelve months after the completion or termination of this engagement, Equalize Community Development Fund shall pay Oyster, within thirty days of hiring, a fee of 25% of the consultant’s first year compensation including bonuses, if applicable.

COMPENSATION

Equalize Community Development Fund agrees to pay for the services to be provided by Xxxxxx as set forth in Schedule A to this Agreement in accordance with, and in the manner set forth in Schedule B to this Agreement. Schedule B is incorporated into and made a part of this Agreement and may be amended from time to time by mutual written consent of the parties.

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REIMBURSEMENT OF EXPENSES

In addition to paying Oyster the fees described in Schedule B to this Agreement, Equalize Community Development Fund agrees to reimburse Oyster for the reasonable out-of-pocket expenses described in Schedule B.

INDEPENDENT CONTRACTOR

Oyster shall act as an independent contractor and not as an agent of Equalize Community Development Fund and Oyster shall make no representation as an agent of Equalize Community Development Fund.

Oyster does not offer legal or accounting services and does not purport to replace the services provided by legal counsel or that of a certified public accountant. If contracts are provided, they will be forms only and the provision of such contracts does not constitute and should not be deemed to be legal advice. The representatives of Oyster are experts, and as such will make every reasonable effort to provide the services described in this Agreement. However, there is no guarantee that the work performed by Xxxxxx will be favorably received by any regulatory agency.

WITHOUT LIMITING THE GENERAL APPLICABILITY OF THE PRECEDING PARAGRAPH, EQUALIZE COMMUNITY DEVELOPMENT FUND EXPRESSLY ACKNOWLEDGES AND AGREES THAT SERVICES TO BE PROVIDED BY OYSTER UNDER THIS AGREEMENT ARE NOT LEGAL SERVICES AND THAT THIS AGREEMENT DOES NOT CONSTITUTE AN ATTORNEY- RELATIONSHIP BETWEEN OYSTER AND EQUALIZE COMMUNITY DEVELOPMENT FUND. Equalize Community Development Fund ALSO EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICES TO BE PROVIDED BY OYSTER UNDER THIS AGREEMENT, AND ANY COMMUNICATIONS BETWEEN OYSTER AND EQUALIZE COMMUNITY DEVELOPMENT FUND RELATING TO SUCH SERVICES, ARE NOT PROTECTED UNDER ANY CLAIMS OF LEGAL PRIVILEGE OR ATTORNEY WORK PRODUCT.

Although Xxxxxx’s work may involve analysis of accounting and financial records, at no time will work performed by Xxxxxx be deemed to be an audit of Equalize Community Development Fund in accordance with generally accepted auditing standards or otherwise.

STANDARD OF CARE, LIMITATION OF LIABIILTY AND INDEMNIFICATION

(a) Limitation of Liability. Oyster shall not be liable for, and Equalize Community Development Fund shall hold Oyster harmless in regard to, any liability incurred for any action reasonably taken by Oyster or failure to act by Oyster in reliance upon:

(i)

information, records and reports generated by Equalize Community Development Fund;

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(ii)

advice of Equalize Community Development Fund, or of counsel for Equalize Community Development Fund;

(iii)

statements of Equalize Community Development Fund’s independent accountants;

(iv)

Any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Xxxxxx to be genuine and to have been signed or presented by Equalize Community Development Fund or other proper party or parties

provided that such action or failure to act is not, to the knowledge of Oyster, in violation of applicable federal or state laws or regulation and provided further that such action or failure to act is made without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. Equalize Community Development Fund shall hold Oyster harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Trust or for any action reasonably taken or omitted in good faith reliance on such information.

(b) Reliance. Oyster may rely upon the genuineness of any document, copy or facsimile thereof reasonably believed in good faith by Xxxxxx to have been validly executed and Oyster shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack of authority of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, opinion of counsel, instrument, report, notice, consent, order or any other document or instrument which Oyster reasonably believes in good faith to be genuine.

(c) Errors of Others. Oyster shall not be liable for the errors of other Service Providers to Equalize Community Development Fund, except or unless any Oyster action or inaction is a direct or proximate cause of the error.

(d) Indemnification of Oyster. Equalize Community Development Fund shall indemnify and hold Oyster harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to Equalize Community Development Fund’s refusal or failure to comply with the terms of this Agreement, or which arise out of Equalize Community Development Fund’s lack of good faith, gross negligence or willful misconduct with respect to Equalize Community Development Fund’s performance under or in connection with this Agreement.

(e) Indemnification of Equalize Community Development Fund. Oyster shall indemnify and hold Equalize Community Development Fund harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to Xxxxxx’s refusal or failure to comply with the terms of this Agreement, or which arise out of Oyster’s lack of good faith, gross negligence or willful misconduct with respect to Oyster’s performance under or in connection with this Agreement.

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(f) In the event that Oyster is requested, pursuant to subpoena or other legal process, to provide testimony or produce its documents relating to its engagement under this Agreement, in judicial or administrative proceedings to which Oyster is not a party, Oyster shall promptly notify Equalize Community Development Fund and shall be reimbursed by Equalize Community Development Fund at standard billing rates for Oyster’s professional time and expenses, including reasonable attorney’s fees incurred in responding to such request.

INFORMATION FURNISHED BY THE PARTIES DUTY OF CO-OPERATION

(a) In order for Oyster to properly serve Equalize Community Development Fund and its shareholders, Equalize Community Development Fund agrees to provide Oyster any information Oyster may reasonably request in furtherance of Oyster obligations under this Agreement. Equalize Community Development Fund must notify Oyster immediately of any changes that have or may have a material impact on Equalize Community Development Fund business, its operations, or its personnel. Equalize Community Development Fund must also immediately notify Oyster of any changes with respect to any audit, enforcement, or regulatory actions commenced against Equalize Community Development Fund by any regulatory authority, and any compliant, grievance or action threatened or commenced against Equalize Community Development Fund by any shareholder.

(b) Equalize Community Development Fund also agrees to cooperate fully with Oyster and provide in a timely manner any information concerning Equalize Community Development Fund and its affiliates reasonably required by Oyster insofar as such information relates to any policy, procedure, contract or other matter subject to Oyster’s ongoing services as set forth in Schedule A to this Agreement.

(c) Equalize Community Development Fund further agrees to authorize and direct Equalize Community Development Fund’s applicable third-party Service Providers to cooperate fully with Oyster and provide in a timely manner any reasonable request for information from Oyster insofar as such information relates to any policy, procedure, contract or other matter subject to Xxxxxx’s ongoing services as set forth in Schedule A to this Agreement.

(d) In order for Oyster to properly serve Equalize Community Development Fund, Xxxxxx agrees to provide to Equalize Community Development Fund any information Equalize Community Development Fund may reasonably request in furtherance of Oyster’s obligations under this Agreement. Oyster will notify Equalize Community Development Fund immediately of any changes that have or may have a material impact on Oyster’s business, its operations, or its personnel, or Oyster’s ability to provide the services called for under this Agreement.

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RECORD RETENTION AND CONFIDENTIALITY

Oyster shall keep and maintain copies of all books and records which Equalize Community Development Fund is, or may be, required to keep and maintain pursuant to any applicable statutes, rules and regulations, and which relate to the products and/or services to be provided by Oyster under this Agreement. Xxxxxx expressly acknowledges and agrees that all such books and records are to be maintained with the utmost privacy and confidentiality, and Xxxxxx shall keep confidential all books, records, documents and other information, whether created by Xxxxxx or provided to Oyster by Equalize Community Development Fund, unless compelled to produce any of them by duly-constituted authorities or legal process. Xxxxxx further agrees to maintain adequate data backup facilities and emergency plans and procedures reasonably designed to safeguard Equalize Community Development Fund books and records from permanent loss.

Xxxxxx further agrees to maintain as confidential any non-public personal information (as defined by Regulation S-P under the Federal Securities Laws) of any customer of Equalize Community Development Fund and to use such information solely for the purposes of this Agreement.

TERM AND TERMINATION

This Agreement shall continue in full force and effect until terminated. The initial term shall be for one year. Either party may terminate this Agreement without penalty upon thirty (30) days prior written notice to the other party.

If this Agreement terminates prior to the last day of a month, Oyster compensation for that part of the month in which the Agreement was in effect shall be prorated in a manner consistent with the calculation of fees as set forth in Schedule B, and if prepaid, an appropriate refund shall be promptly made.

If the consultant voluntarily resigns, at the discretion of both parties, Xxxxxx may present an alternative consultant for Equalize Community Development Fund’s consideration and approval to continue the duties under this Agreement. If Equalize Community Development Fund chooses to end its relationship with Xxxxxx as a result of such voluntary resignation by the consultant, the contract with Oyster would end, and Equalize Community Development Fund would pay Oyster only for fees and any negotiated Out of Pocket Expenses accrued up to the point in time when Equalize Community Development Fund’s declines to accept a replacement. Oyster will make every effort to assist Equalize Community Development Fund in a smooth transition during this period.

MISCELLANEOUS

(a) Non-Exclusivity. This Agreement is not exclusive and Equalize Community Development Fund expressly acknowledges and agrees that Oyster may provide services to other persons that are similar to the services Oyster provides to Equalize Community Development Fund.

(b) Entire Agreement. This Agreement supersedes any and all other agreements, whether oral or in writing, between the parties with respect to the subject matter of this Agreement, and this Agreement contains all of the covenants and understandings between the parties with respect to said matters.

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(c) No Assignment. This Agreement may not be assigned without the express prior written consent of the other party, which consent may be withheld for any reason.

(d) Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged, or terminated orally, but only by a written instrument signed by both parties.

(e) Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors.

(f) Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia, without regard to such jurisdiction’s conflict-of-law statutes.

(g) Waiver. The waiver by either party of the breach of any provision of this Agreement by the other party shall not extend to future breaches of the same or any other provision contained in this Agreement.

(h) Notices. Any notices required under this Agreement shall be in writing and may be sent by any method reasonably designed to inform the other party of such notice, including certified mail, overnight delivery, courier service, facsimile transmission, or other appropriate means.

(i) Counterparts. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original, and all of which together shall constitute one Agreement.

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Exhibit (k)(v)

IN WITNESS WHEREOF, the parties hereto have executed this Compliance Consulting Agreement for CCO Services as of the date upon which the last party executes below.

Oyster Consulting, LLC®

/s/ Xxxxxx Xxxxxx

By: Xxxxxx Xxxxxx

General Counsel, Oyster Consulting, LLC

Date: 2/23/2024

Equalize Community Development Fund, LLC

/s/ Xxx Xxxxx

Name: Xxx X. Xxxxx

Title: President

Date: 2/26/2024

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SCHEDULE A

CCO COMPLIANCE SERVICES

●

Provide all CCO compliance services consistent with the requirements of the Investment Company Act of 1940

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Conduct reviews, both on-site and remote, including risk assessments and testing, trade and suitability surveillance, oversight of incoming and outgoing correspondence reviews, marketing reviews of Equalize Community Development Fund along with reviews of compliance programs. Make recommendations as applicable.

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Provide an Annual Compliance Report to Equalize Community Development Fund and its Board of Trustees

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Ongoing reporting of any violations and recommendation of remedial actions

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Provide compliance support to Equalize Community Development Fund with respect to SEC examinations, inspections and regulatory issues

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Cooperate with Equalize Community Development Fund in responding to any inspection by or information request from the SEC that relates to matters covered by this Agreement

●

Attendance at meetings of the Equalize Community Development Fund Board of Trustees

In addition to the services above, Oyster’s compliance process also includes the following:

DEVELOPMENT AND MAINTENANCE: COMPLIANCE PROGRAM

The CCO will create and maintain a detailed, compliance program, perform testing of compliance policies and procedures, complete Regulatory Filings as required, communicate Regulatory Updates and Alerts to members of the Board, conduct employee training and perform ongoing Consulting.

Consulting: The CCO will perform offsite reviews and on-site visits spending approximately 1-3 business days every six months at the offices of the Equalize Community Development Fund’s Investment Adviser for the entire term of the agreement. Frequency of visits will vary based on the nature of business activity, as necessary.

The CCO will perform offsite reviews and on-site due diligence visits spending approximately 1-2 business days every year at the offices of key Service Providers, as necessary.

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SCHEDULE B

FEES

Oyster will provide CCO Compliance Services described in Section A for a fee of $6,060.00 per month. Payment is based on the flat monthly rate and any incurred expenses to be invoiced following the performance of services to Equalize Community Development Fund on a monthly basis. In the event of SEC examinations, inspections and regulatory issues related to the fund, additional fees of $350 per hour would be charged for compliance support. Payment for the first month will be prorated based on the agreed upon start date if the start date is not the first of the month. After the initial twelve-month term, the compensation shall escalate 5% per year. All payments are due within 15 days of the date of the invoice. Oyster will not be responsible for providing ongoing services to Equalize Community Development Fund or for any liability relating to such services during any month in which Oyster fees for such services are considered late.

OUT-OF-POCKET EXPENSES

In addition to the above fees, Equalize Community Development Fund agrees to reimburse Oyster or pay directly reasonable out-of-pocket expenses incurred by Oyster on Equalize Community Development Fund’s behalf, including but not limited to:

●

All postage, freight, delivery and bonding charges (if any) incurred by Xxxxxx in delivering materials to Equalize Community Development Fund;

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All expenses incurred in connection with any custom programming or systems modifications required to provide any special reports or services requested by Equalize Community Development Fund and approved by Equalize Community Development Fund in advance of their occurrence;

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Travel expenses, including coach and economy class airfare, taxi service, hotel rooms, intermediate or midsize rental car, parking, public transportation where available and meals; and

●

Any additional expenses reasonably incurred by Oyster in the performance of its duties and obligations under this Agreement and approved by Equalize Community Development Fund in advance of their occurrence.

All reimbursement is subject to provision of an invoice accompanied by an itemized accounting and written proof of all expenses.

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COMPLIANCE CONSULTING AGREEMENT

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