0000894189-15-002372 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • May 6th, 2015 • USCA All Terrain Fund • Delaware

THIS AGREEMENT is effective as of May 1, 2015, by and between USCA Asset Management LLC (the “Adviser”), a Texas limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), Anchor Capital Advisors LLC, a limited liability company organized under the laws of the State of Delaware (the “Subadviser”) and also registered as an investment adviser under the Advisers Act, and the USCA All Terrain Fund (the “Fund” or the “Trust”).

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By-Laws of USCA All Terrain Fund
By-Laws • May 6th, 2015 • USCA All Terrain Fund
AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • May 6th, 2015 • USCA All Terrain Fund • Delaware

AGREEMENT AND DECLARATION OF TRUST made this 13th day of January 2015, by the Trustee(s) hereunder. This Agreement and Declaration of Trust shall be effective upon the filing of the Certificate of Trust in the office of the Secretary of State of the State of Delaware.

CUSTODY AGREEMENT
Custody Agreement • May 6th, 2015 • USCA All Terrain Fund • Delaware

THIS AGREEMENT is made and entered into as of the 1st day of May, 2015, by and between USCA ALL TERRAIN FUND, a Delaware statutory trust, (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

MANAGEMENT AGREEMENT
Management Agreement • May 6th, 2015 • USCA All Terrain Fund • Delaware

The Trust has been organized to engage in the business of a closed-end management investment company under the laws of the State of Delaware. The Trust currently offers one series of shares to investors currently referred to as the USCA All Terrain Fund.

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 6th, 2015 • USCA All Terrain Fund • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of May, 2015, by and between USCA ALL TERRAIN FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 6th, 2015 • USCA All Terrain Fund • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of May, 2015, by and between USCA ALL TERRAIN FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 6th, 2015 • USCA All Terrain Fund • Delaware

THIS AGREEMENT is made and entered into this 1st day of May, 2015, by and between USCA ALL TERRAIN FUND, a Delaware statutory trust, (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Expense Limitation and Reimbursement Agreement
Expense Limitation and Reimbursement Agreement • May 6th, 2015 • USCA All Terrain Fund

You have engaged USCA Asset Management, LLC to act as the investment adviser to the USCA All Terrain Fund (the "Trust" or the "Fund"), pursuant to a management agreement.

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