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Form N-CSRS USCA All Terrain Fund For: Sep 30

November 30, 2022 11:49 AM EST

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number 811-23055


USCA All Terrain Fund
(Exact name of registrant as specified in charter)


4444 Westheimer, Suite G500
Houston, TX  77027
(Address of principal executive offices) (Zip code)


The Corporation Trust Company
Corporation Trust Center 
1209 Orange Street 
Wilmington, DE  19801
(Name and address of agent for service)


(713) 366-0500
Registrant's telephone number, including area code

Date of fiscal year end: March 31

Date of reporting period:  September 30, 2022



Item 1. Reports to Stockholders.

(a) Semi-Annual Report



 

 

USCA All Terrain Fund

 

Semi-Annual Report

 

September 30, 2022

 

 

USCA All Terrain Fund

Table of Contents

 

Investment Strategy Allocation 1
   
Schedule of Investments 2
   
Statement of Assets & Liabilities 4
   
Statement of Operations 5
   
Statements of Changes in Net Assets 6
   
Statement of Cash Flows 7
   
Financial Highlights 8
   
Notes to Financial Statements 9
   
Additional Information 17
   
Trustees and Officers 18
   
Privacy Policy 20
   
Fund Service Providers 22

 

 

 

USCA All Terrain Fund

Investment Strategy Allocation

September 30, 2022 (Unaudited)

(expressed as a percentage of net assets)

 

 

 

 
1

 

USCA All Terrain Fund

Schedule of Investments

September 30, 2022 (Unaudited)

 

    Shares     Value              
INVESTMENTS IN REGISTERED INVESTMENT COMPANIES - 2.20% a                            
Long Equity - Domestic - 2.20%                            
Bridgeway Ultra Small Company Fund     56,652     $ 1,559,619          
                             
TOTAL INVESTMENTS IN REGISTERED INVESTMENT COMPANIES                            
(Cost $1,618,907)           $ 1,559,619              
                             
    Cost     Value     Frequency of
Redemptions b
    Redemption
Notification
Period (Days) b
 
INVESTMENTS IN PRIVATE INVESTMENT COMPANIES c - 88.48% a                            
Event Driven - 12.32%                            
Black Diamond Arbitrage Partners, L.P. - Series A (Initially Acquired on 10/1/2017)   $ 3,337,819     $ 4,097,097     Monthly     45  
ECF Value Fund II, L.P. (Initially Acquired on 7/1/2020)     2,800,000       2,633,768     Annually     60  
Saba Capital CEF Opportunities 1 Onshore, L.P. - Class F (Initially Acquired on 10/1/2020) g     2,000,000       2,006,373     Quarterly     65  
              8,737,238              
Long Equity - Global - 7.07%                            
WMQS Global Equity Active Extension Onshore Fund LP Class F-2 (Initially Acquired on 5/1/2018)     3,135,000       5,014,295     Monthly     30  
                             
Global Macro - 8.47%                            
Brevan Howard L.P. - Series B (Initially Acquired on 6/26/2015) g     2,445,000       4,435,447     Monthly     90  
Brevan Howard L.P. - Series I (Initially Acquired on 2/1/2019)     325,961       498,750     Monthly     90  
Brevan Howard L.P. Series M (Initially Acquired on 8/1/2021)  g     500,000       609,283     Monthly     90  
Brevan Howard L.P. - Series W (Initially Acquired on 12/1/2016)     185,832       462,767     Monthly     90  
              6,006,247              
Long/Short Equity - 42.67%                            
Corsair Capital Partners, L.P. - Class A (Initially Acquired on 9/1/2015)     871,931       1,528,474     Quarterly     60  
Greenlight Masters Qualified, L.P. - Series C (Initially Acquired on 6/24/2015)     5,130,000       7,062,750     Semi-Annually     90  
North Rock Fund, LP - Series E (Initially Acquired on 11/1/2021)     5,000,000       5,262,717     Monthly     90  
Saba Capital SPAC Opportunities Onshore Fund, L.P. (Initially Acquired on 5/1/2021) g     1,700,000       1,712,616     Monthly     35  
SIO Partners, L.P. (Initially Acquired on 6/1/2020) g     1,850,000       2,551,576     Monthly     60  
Southpoint Qualified Fund L.P. - Class A (Initially Acquired on 10/1/2020) g     2,050,000       1,943,127     Quarterly     60  
Spruce Point Research Activism Partners LP (Initially Acquired on 5/1/2021) f     3,550,000       4,027,819     Monthly     45  
Stanley Partners Fund, L.P. (Initially Acquired on 7/1/2020) f     2,100,000       3,078,134     Monthly     30  
Teton Capital Partners, L.P. (Initially Acquired on 2/1/2022) f     1,000,000       771,967     Quarterly     45  
Voss Value Fund, L.P. (Initially Acquired on 3/1/2020)     1,850,000       2,331,843     Quarterly     45  
              30,271,023              

 

The accompanying Notes to Financial Statements are an integral part of these statements.

 

 
2

 

USCA All Terrain Fund

Schedule of Investments (continued)

September 30, 2022 (Unaudited)

 

    Cost     Value     Frequency of
Redemptions b
    Redemption
Notification
Period (Days) b
 
Managed Futures - 9.72%                            
Statar Capital Partners, LP (Initially Acquired on 5/1/2021)     1,400,000       2,723,283     Monthly     30  
The Winton Fund (US) L.P. - Tranche A (Initially Acquired on 8/1/2015)     1,846,000       2,129,161     Monthly     30  
The Winton Trend Fund (US) L.P. (Initially Acquired on 1/1/2019)     1,400,000       2,047,225     Weekly     2  
              6,899,669              
Multi-Strategy - 8.23%                            
Blue Mountain Credit Alternatives Fund L.P. - Class S (Initially Acquired on 8/1/2015) d     551,145       63,829     Illiquid     n/a  
BTG Pactual Rates Fund, LLC (Initially Acquired on 2/1/2022)     2,500,000       2,493,470     Monthly     30  
Millennium USA LP (Initially Acquired on 10/1/2015) g     1,271,732       3,280,458     Quarterly     90  
              5,837,757              
                             
TOTAL INVESTMENTS IN PRIVATE INVESTMENT COMPANIES                            
(Cost $48,800,420)           $ 62,766,229              
                         
    Shares     Value              
Short Term Investments - 9.51% a                            
First AM Treasury OB FD CL X - 2.87% e     6,749,041     $ 6,749,041              
                             
TOTAL SHORT TERM INVESTMENT (Cost $6,749,041)           $ 6,749,041              
                             
            Value              
Total Investments (Cost $57,168,368) - 100.19% a           $ 71,074,889              
Liabilities in Excess of Other Assets - (-0.19)% a             (136,934 )            
TOTAL NET ASSETS - 100.00%a           $ 70,937,955              

 

Footnotes 

ADR - American Depositary Receipt. 

a Percentages are stated as a percent of net assets.

b Redemption frequency and redemption notice period reflect general redemption terms and exclude liquidity restrictions. Further, the private investment company’s advisor may place additional redemption restrictions without notice based on the aggregate redemption requests received at a given time.

c Private investment portfolio holdings detailed in the Schedule of Investments represent management’s best estimate of the fair value of each private investment’s portfolio holdings as of September 30, 2022. There are no unfunded capital commitments for private investments.
d Currently in liquidation. Receiving proceeds as liquidated.

e Rate reported is the 7-day current yield as of September 30, 2022.

f All or a portion of Investment may be subject to investor level lockups, which range from 1 to 3 years. Redemptions permitted prior to the end of the lockup period may be subject to a withdrawal fee, which may range from 1% to 5%.

g Investment has an investor level or fund level redemption gate that limits the investor from redeeming more than specified percentage of its investment in a specified period or the fund from redeeming more than specified percentage of its net asset value in a specified period, respectively.

 

The accompanying Notes to Financial Statements are an integral part of these statements.

 

 
3

 

USCA All Terrain Fund

Statement of Assets & Liabilities
September 30, 2022 (Unaudited)

 

Assets      
Investments, at fair value (cost $57,168,368)   $ 71,074,889  
Dividend and interest receivable     13,390  
Prepaid expenses     8,763  
Total Assets     71,097,042  
         
Liabilities        
Investment advisory fee payable (Note 4)     89,527  
Payable to Trustees     10,000  
Accrued expenses and other liabilities     59,560  
Total Liabilities     159,087  
         
Net Assets   $ 70,937,955  
         
Net Assets Consist of:        
Paid in capital   $ 54,201,360  
Total Distributable Earnings/(Accumulated Loss)     16,736,595  
Net Assets   $ 70,937,955  
54,353.46 Shares of beneficial interests outstanding        
Net Asset Value per Share   $ 1,305.12  

 

The accompanying Notes to Financial Statements are an integral part of these statements.

 

4

 

USCA All Terrain Fund

Statement of Operations
For the Period Ended September 30, 2022 (Unaudited)

 

Investment Income      
Interest income   $ 39,127  
Other income     448  
Total Investment Income     39,575  
         
Expenses        
Investment advisory fees (Note 4)     270,061  
Portfolio accounting and administration fees     57,783  
Legal fees     36,185  
Compliance fees     23,700  
Transfer agent fees and expenses     19,438  
Audit fees     17,500  
Tax return fees     13,500  
Trustees’ fees     12,500  
Registration fees     10,000  
Custody fees     6,180  
Insurance expense     5,984  
Total Expenses     472,831  
(Waiver) recoupment by Adviser, net (Note 4)      
Net Expenses     472,831  
Net Investment Income/(Loss)     (433,256 )
Realized and Unrealized Gain/(Loss) on Investments        
Net realized gain/(loss) on sale of investments     (832 )
Capital gain distributions from registered investment companies     349,828  
Net realized gain/(loss)     348,996  
Net change in unrealized appreciation/(depreciation)     (2,828,749 )
Net gain/(loss) from Investments     (2,479,753 )
Net Increase/(Decrease) in Net Assets Resulting from Operations   $ (2,913,009 )

 

The accompanying Notes to Financial Statements are an integral part of these statements.

 

5

 

USCA All Terrain Fund

Statements of Changes in Net Assets

 

    For the Period
Ended September
30, 2022
(Unaudited)
    For the Year
Ended March 31,
2022
 
             
Change in Net Assets Resulting from Operations                
Net investment income/(loss)   $ (433,256 )   $ 830,961  
Net realized gain/(loss) on sale of investments     348,996       2,944,611  
Net change in unrealized appreciation/(depreciation) on investments     (2,828,749 )     2,942,484  
Net Increase/(Decrease) in Net Assets Resulting from Operations     (2,913,009 )     5,056,134  
                 
Change in Net Assets Resulting from Capital Transactions                
Proceeds from shares sold     1,980,000       3,520,000  
Payments for shares redeemed     (361,263 )     (231,640 )
Net Increase/(Decrease) in Net Assets Resulting from Capital Transactions     1,618,737       3,288,360  
                 
Net Increase/(Decrease) in Net Assets     (1,294,272 )     8,344,494  
Net Assets, Beginning of Year     72,232,227       63,887,733  
Net Assets, End of Year   $ 70,937,955     $ 72,232,227  

 

The accompanying Notes to Financial Statements are an integral part of these statements.

 

6

 

USCA All Terrain Fund

Statement of Cash Flows
For the Period Ended September 30, 2022 (Unaudited)

 

Cash Flows from Operating Activities      
Net increase/(decrease) in net assets resulting from operations   $ (2,913,009 )
Net realized (gain)/loss on sale of investments     832  
Capital gain distributions from registered investment companies     (349,828 )
Net change in unrealized (appreciation)/depreciation on investments     2,828,749  
Net (increase)/decrease in receivable for investments sold     87,447  
Net (increase)/decrease in dividend and interest receivable     (13,094 )
Net (increase)/decrease in prepaid expenses     (6,148 )
Net increase/(decrease) in investment advisory fee payable     (20 )
Net increase/(decrease) in payable to Trustees     (2,500 )
Net increase/(decrease) in accrued expenses and other liabilities     23,582  
Purchases of investment securities     (1,100,000 )
Sales of investment securities     3,341,089  
Net (purchases)/sales of short term investments     (3,515,837 )
Net cash provided/(used) by operating activities     (1,618,737 )
         
Cash Flows from Financing Activities        
Proceeds from subscriptions     1,980,000  
Distributions for redemptions, net of redemptions payable     (361,263 )
Net cash provided/(used) in financing activities     1,618,737  
         
Net Change in Cash      
Cash - Beginning of Year      
Cash - End of Year   $  
         
Non-cash operating activities not included herein consist of reinvestment of long term capital gain distributions from registered investment companies of $349,828  

 

The accompanying Notes to Financial Statements are an integral part of these statements.

 

7

 

 

USCA All Terrain Fund

Financial Highlights

 

    For the Period     For the Year Ended  
    Ended
September 30,
2022
(Unaudited)
    March 31,
2022
    March 31,
2021
    March 31,
2020
    March 31,
2019
    March 31,
2018
 
Per Share Operating Performance                                    
Beginning net asset value   $ 1,358.91     $ 1,261.98     $ 953.08     $ 1,046.82     $ 1,039.75     $ 998.78  
                                                 
Loss From Investment Operations                                                
Net investment income/(loss) (1)     (8.03 )     (15.83 )     (12.05 )     (7.48 )     (6.67 )     (8.79 )
Net gain/(loss) from investments     (45.76 )     112.76       320.95       (86.26 )     13.74       49.76  
                                                 
Total from Investment Operations     (53.79 )     96.93       308.90       (93.74 )     7.07       40.97  
                                                 
Ending Net Asset Value   $ 1,305.12     $ 1,358.91     $ 1,261.98     $ 953.08     $ 1,046.82     $ 1,039.75  
                                                 
Total return     (3.96 )%     7.68 %     32.41 %     (8.95 )%     0.68 %     4.10 %
                                                 
Supplemental Data and Ratios                                                
Net assets, end of period   $ 70,937,955     $ 72,232,227     $ 63,887,733     $ 49,386,976     $ 53,891,072     $ 55,510,016  
Ratio of expenses to weighted average net assets before (waiver) recoupment (2)     1.31 %     1.24 %     1.25 %     1.30 %     1.25 %     1.33 %
Ratio of expenses to weighted average net assets after (waiver) recoupment (2)     1.31 %     1.24 %     1.25 %     1.30 %     1.25 %     1.33 %
Ratio of net investment income/(loss) to weighted average net assets before (waiver) recoupment (2)     (1.20 )%     (1.19 )%     (1.08 )%     (0.71 )%     (0.64 )%     (0.86 )%
Ratio of net investment income/(loss) to weighted average net assets after (waiver) recoupment (2)     (1.20 )%     (1.19 )%     (1.08 )%     (0.71 )%     (0.64 )%     (0.86 )%
Portfolio turnover rate     1.64 %     16.90 %     26.15 %     6.59 %     22.02 %     11.46 %
                                                 

 

(1) Calculated using average shares outstanding method.

(2) Ratios do not reflect the Fund’s proportionate share of the income and expenses including performance fees/allocations, of the Underlying Funds.

 

The accompanying Notes to Financial Statements are an integral part of these statements.

 

8

 

USCA All Terrain Fund

Notes to Financial Statements

September 30, 2022 (Unaudited)

 

1. Organization

USCA All Terrain Fund (the “Fund”) was organized as a statutory trust under the laws of the state of Delaware on January 13, 2015, and commenced operations on July 1, 2015. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, management investment company. Shares are sold only to eligible investors, that is those that represent that they are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. The Fund’s investment objective is to seek long-term risk-adjusted returns that are attractive as compared to those of traditional public equity and fixed income markets. The Fund is non-diversified and pursues its investment objective using a multi-manager, fund-of- funds approach by investing predominantly in non-affiliated collective investment vehicles, including privately-offered investment funds commonly known as “hedge funds” and publicly traded funds, including exchange-traded funds and mutual funds (collectively, the “Underlying Funds”).

 

The Fund is managed by USCA Asset Management LLC (the “Advisor” or “USCA”). The Advisor is an investment adviser registered with the Securities and Exchange Commission (“SEC”).

 

The Underlying Funds are managed by other advisors (the “Underlying Fund Managers”) that invest or trade in a range of investments that may include without limitation, equities and fixed income securities, currencies, derivative instruments, and commodities. The Underlying Funds may employ leverage and hedging strategies as well as pay their Underlying Fund Managers performance fees.

 

The Fund’s Board of Trustees (the “Board” or “Trustees”) has overall responsibility for monitoring and overseeing the Fund’s investment program, management and operations.

 

2. Significant Accounting Policies

The Fund prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Fund is an investment company and applies the specialized accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 Financial Services – Investment Companies, including Accounting Standards Update (“ASU”) No. 2013-08. The functional and reporting currency of the Fund is the U.S. dollar. Following are the significant accounting policies adopted by the Fund:

 

A. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of income, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

 

B. Fund Expenses

The Fund bears its own operating expenses subject to an expense limitation and reimbursement agreement discussed in Note 4. These operating expenses include, but are not limited to: all investment-related expenses, advisory and sub-advisory fees, registration expenses, legal fees, audit and tax preparation fees and expenses, administrative and accounting expenses and fees, transfer agent fees, custody fees, costs of insurance, fees and travel-related expenses of the Board, and all costs and expenses of preparing, setting in type, printing and distributing reports and other communications to shareholders. The Fund indirectly bears its portion of the expenses of the Underlying Funds. Therefore, the Underlying Funds’ expenses are not included in the Fund’s Statement of Operations or Financial Highlights.

 

C. Investment Transactions and Investment Income

Securities transactions are recorded on the trade date. Realized gains and losses from securities transactions are calculated on an identified cost basis. Realized gains and losses on Underlying Funds are recognized at the time of full redemption of the position, with the exception of realized gains and losses from “private investment funds” which are allocated pro rata at the time that the Underlying Fund realizes such profits or losses. Capital gain distributions received are recorded as capital gains as soon as information is available to the Fund. Interest income is recorded on an accrual basis. Dividend income is recorded on the ex-dividend date.

 

9

 

USCA All Terrain Fund

Notes to Financial Statements (continued)

September 30, 2022 (Unaudited)

 

D. Investments in Underlying Funds

In accordance with the terms of the Fund’s Private Offering Memorandum, investments in the Underlying Funds are valued at their fair value.

 

The Fund has the ability to liquidate its investments periodically, ranging from weekly to annually, depending on the provisions of the respective Underlying Fund agreements. Generally, the Underlying Fund Managers have the ability to suspend redemptions. Unless otherwise noted on the Schedule of Investments, the Fund expects to be able to redeem its investments in the Underlying Funds at their respective net asset value (“NAV”), based on the applicable redemption schedule.

 

Underlying Funds receive fees for their services. The fees include management and incentive fees or allocations based upon the NAV of the Fund’s investment in the Underlying Fund. Generally, fees payable to an Underlying Fund are estimated to range from 0% to 2.50% (annualized) of the average NAV of the Fund’s investment in that Underlying Fund. In addition, certain Underlying Funds charge an incentive allocation or fee which can range up to 25% of an Underlying Fund’s net profits. The impact of these fees are reflected in the Fund’s performance, but are not operational expenses of the Fund. Incentive fees may be subject to certain threshold rates.

 

The Underlying Funds in which the Fund invests utilize a variety of financial instruments in their trading strategies, including equity and debt securities, currencies, options, futures, and swap contracts. Several of these financial instruments contain varying degrees of off-balance sheet risk, whereby changes in fair value of the securities underlying the financial instruments may be in excess of the amounts recorded on each of the Underlying Fund’s balance sheets. In addition, the Underlying Funds may sell securities short whereby a liability is created to repurchase the security at prevailing prices. Such Underlying Funds’ ultimate obligations to satisfy the sale of securities sold short may exceed the amount recognized on their balance sheets. However, due to the nature of the Fund’s interest in the Underlying Funds, such risks are limited to the Fund’s invested amount in each Underlying Fund. Below is a description of each Underlying Fund’s investment strategies (for a more detailed description, please see the Fund’s offering memorandum) by class.

 

Event Driven. Event-driven strategies are designed to profit from changes in the prices of securities of companies facing a major corporate event. The goal of an event-driven strategy is to identify securities, which may include common or preferred stock as well as many types of fixed income, with a favorable risk-reward ratio based on the probability that a particular event will occur. Such events include mergers and acquisitions as well as restructurings, spin-offs and significant litigation (e.g., tobacco or patent litigation).

 

Global Macro. Global macro strategies typically seek to generate income and/or capital appreciation through a portfolio of investments focused on macro-economic opportunities across numerous markets and instruments. These strategies rely on the use of, among other things, cash and derivative markets, each of which bear their own risks, as well as certain assumptions about global macro-economic trends. There can be no assurance that such macro-economic assumptions will prove to be correct. Global macro managers may employ relative value, event driven, long/short and other strategies or trading approaches. Trading positions are generally held both long and/or short in both U.S. and non-U.S. markets. Global macro strategies are generally categorized as either discretionary or systematic in nature and may assume aggressive investment postures with respect to position concentrations, use of leverage, portfolio turnover, and the various investment instruments used.

 

10

 

USCA All Terrain Fund

Notes to Financial Statements (continued)

September 30, 2022 (Unaudited)

 

Long Equity (Domestic and Global). Similar to long/short equity described below, managers employing this strategy invest in equities but generally do not engage in short selling or hedging of the market risks associated with their investments. Inherent in these strategies is the risk associated with the equity markets as a whole. In certain instances, a manager may raise cash as a means of taking a negative view on the market in an attempt to mitigate a portion of the market risk associated with this strategy.

 

Long/Short Equity and Long/Short Fixed Income. Long/short equity/fixed income strategies generally seek to produce returns from investments in the global equity and/or fixed income markets. These strategies are generally focused on absolute returns and the trades implemented in the strategy generally capitalize on a manager’s views and outlooks for specific markets, regions, sectors, or securities. While these strategies involve both long and short positions in various equity and/or fixed income securities, a manager’s positions will generally reflect a specific view about the direction of a market. Unlike traditional equity or fixed income funds, the directional view relates less to the absolute direction of the market and more toward the specific positions (longs versus shorts) held within a portfolio (nonetheless, a manager may take a directional position that relates to the absolute direction of the market). In addition to making shifts in markets, regions, sectors or securities, managers have the flexibility to shift from a net long to a net short position.

 

Managed Futures. Managed futures strategies involve speculative trading in futures, forwards and options thereon. Managers may trade portfolios of instruments in U.S. and non-U.S. markets in an effort to capture passive risk premiums, and attempt to profit from anticipated trends in market prices. These managers generally rely on either technical or fundamental analysis or a combination thereof in making trading decisions and attempting to identify price trends. They may attempt to structure a diversified portfolio of liquid futures contracts, including, but not limited to, stock index, interest rate, metals, energy and agricultural futures markets.

 

Multi Strategy. Multi-strategy managers employ two or more of the strategies described above.

 

E. Investment Valuation

In computing NAV, portfolio securities of the Fund are valued at their current market values determined on the basis of market quotations, if available. Because market quotations are not typically readily available for the majority of the Fund’s securities, including the Fund’s investment in “private investment funds,” they are valued at fair value as determined by the Fund’s Advisor, in its capacity as Valuation Designee (the “Valuation Designee”). The Board has delegated the day-to-day responsibility for determining these fair values in accordance with the policies it has approved for each period end. Fair valuation involves subjective judgments, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security. There is no single standard for determining fair value of a security. Rather, in determining the fair value of a security for which there are no readily available market quotations, the Valuation Designee may consider several factors, including fundamental analytical data relating to the investment in the security, the nature and duration of any restriction on the disposition of the security, the cost of the security at the date of purchase, the liquidity of the market for the security, and the recommendation of an Underlying Fund Manager. The valuation of the Fund’s investments in Underlying Funds is ordinarily determined based upon valuations provided by the Underlying Fund Managers. The Valuation Designee has implemented valuation policies and procedures to assess the reasonableness of valuations provided by the Underlying Fund Managers. The Valuation Designee may also enlist third-party consultants, such as an audit firm or financial officer of a security issuer, on an as-needed basis to assist in determining a security-specific fair value.

 

Non-dollar-denominated securities, if any, are valued as of the close of the New York Stock Exchange (“NYSE”) at the closing price of such securities in their principal trading market, but may be valued at fair value if subsequent events occurring before the computation of NAV have materially affected the value of the securities. Trading may take place in foreign issues held by the Fund, if any, at times when the Fund is not open for business. As a result, the Fund’s NAV may change at times when it is not possible to purchase or sell shares of the Fund. The Fund may use a third-party pricing service to assist it in determining the market value of securities in the Fund’s portfolio. The Fund’s NAV per share is calculated by dividing the value of the Fund’s total assets (the value of the securities the Fund holds plus cash and other assets, including dividends and interest accrued but not yet received), less accrued expenses of the Fund, less the Fund’s other liabilities by the total number of shares outstanding.

 

11

 

USCA All Terrain Fund

Notes to Financial Statements (continued)

September 30, 2022 (Unaudited)

 

For purposes of determining the NAV of the Fund, readily marketable portfolio securities listed on a national securities exchange, except those listed on the NASDAQ Global Market®, NASDAQ Global Select Market® and the NASDAQ Capital Market® exchanges (collectively, “NASDAQ”), are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded on NASDAQ will be valued at the NASDAQ Official Closing Price. If, on a particular day, an exchange-traded or NASDAQ security does not trade, then the mean between the most recent quoted bid and asked prices will be used. If no bid or asked prices are quoted on such day or if market prices may be unreliable because of events occurring after the close of trading, then the security is valued by such method as the Valuation Designee shall determine in good faith to reflect its fair market value.

 

All equity securities that are not traded on a listed national exchange are valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. In the event such market quotations are not readily available, then the security is valued by such method as the Valuation Designee shall determine in good faith to reflect its fair market value.

 

The valuation of the Fund’s investments in Underlying Funds is ordinarily determined based upon valuations provided by the Underlying Fund Managers. The Valuation Designee values interests in the Underlying Funds at fair value, using the NAV or pro rata interest in the members’ capital of the Underlying Funds as a practical expedient, as provided by the investment managers of such Underlying Funds. Certain securities in which the Underlying Funds invest may not have a readily ascertainable market price and will be valued by the Underlying Fund Managers at fair value in accordance with procedures adopted by the Underlying Funds. Valuations of Underlying Funds are gross of any redemption fees or penalties and net of management and incentive fees. In this regard, an Underlying Fund Manager may face a conflict of interest in valuing the securities, as their value will affect the Underlying Fund Manager’s compensation. Although the Valuation Designee will review the valuation procedures used by all Underlying Fund Managers, the Valuation Designee will not be able to confirm the accuracy of valuations provided by the Underlying Fund Manager and valuations provided by the Underlying Fund Manager generally will be conclusive with respect to the Fund. In addition, the NAVs or other valuation information received by the Fund from an Underlying Fund and used in calculating the Fund’s NAV may include estimates that may be subject to later adjustment or revision by the Underlying Fund Manager. Any such adjustment or revision will either increase or decrease the NAV of the Fund at the time that the Fund is provided with information regarding the adjustment. The Fund does not expect to restate its previous NAVs to reflect an adjustment or revision by an Underlying Fund. In the unlikely event that an Underlying Fund does not report a fiscal period end value to the Valuation Designee on a timely basis, the Fund would determine the fair value of the Underlying Fund based on the most recent value reported by the Underlying Fund, as well as any other relevant information available at the time the Fund values its portfolio.

 

With respect to any portion of the Fund’s assets that are invested in one or more open-end management investment companies registered under the 1940 Act, those companies’ NAVs are calculated based on the NAV as published, and the prospectuses for those companies explain the circumstances under which those companies will use fair value pricing and the effects of using fair value pricing.

 

F. Cash and Cash Equivalents

Cash and cash equivalents include liquid investments of sufficient credit quality with original maturities of three months or less from the date of purchase.

 

12

 

USCA All Terrain Fund

Notes to Financial Statements (continued)

September 30, 2022 (Unaudited)

 

G. Income Taxes

The Fund’s tax year end is December 31. The Fund is treated as a partnership for federal income tax purposes. The Fund has no present intention of making periodic distributions of net income or gains, if any, to investors. Each shareholder is responsible for the tax liability or benefit relating to such member’s distributive share of taxable income or loss. Accordingly, no provision for federal income taxes is reflected in the accompanying financial statements. The Fund is subject to authoritative guidance related to the accounting and disclosure of uncertain tax positions under GAAP. This guidance sets forth a minimum threshold for the financial statement recognition of tax positions taken based on the technical merits of such positions when the positions are more likely than not to be sustained. Management is not aware of any exposure to uncertain tax positions that could require accrual.

 

H. Indemnifications

Under the Fund’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund may enter into contracts that provide general indemnification to other parties. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred and may not occur. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

3. Investment Transactions

For the period ended September 30, 2022, the Fund purchased (at cost) and sold interests (proceeds) in investment securities in the amount of $1,100,000 and $3,341,089 (excluding short-term securities), respectively.

 

4. Management and Performance Fees, Administration Fees and Custodian Fees

The Fund has entered into an investment advisory agreement with the Advisor. Under the investment advisory agreement, the Fund pays the Advisor a monthly fee, which is calculated and accrued monthly (the “Advisory Fee”), at the annual rate of 0.75% of the Fund’s average monthly net assets. For the period ended September 30, 2022, the Fund incurred $270,061 in advisory fees under the agreement.

 

The Advisor and the Fund have entered into an expense limitation and reimbursement agreement under which the Advisor has agreed contractually to waive its fees and to pay or absorb the ordinary operating expenses of the Fund (including organizational and offering expenses, but excluding interest, brokerage commissions, extraordinary expenses, and the fees of any sub-advisor to the Fund and Underlying Fund fees), to the extent that they exceed 1.75% per annum of the Fund’s average monthly net assets. In consideration of the Advisor’s agreement to limit the Fund’s expenses, the Fund has agreed to repay the Advisor in the amount of any fees waived and Fund expenses paid or absorbed, subject to the limitations that: (1) waiver or reimbursement by the Advisor is subject to repayment by the Fund within three years from the date the Advisor waived any payment or reimbursed any expense; and (2) the reimbursement may not be made if it would cause the expense limitation to be exceeded. The expense limitation agreement will remain in effect at least until July 31, 2023, unless the Board approves its modification or termination. After July 31, 2023, the expense limitation agreement may be renewed upon the mutual agreement of the Advisor and the Board, in their sole discretion.

 

There are no outstanding waivers or recoupments as of September 30, 2022.

 

The Fund has engaged U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services, to serve as the Fund’s administrator, fund accountant, and transfer agent.

 

The Fund has engaged U.S. Bank, N.A. to serve as the Fund’s custodian.

 

13

 

USCA All Terrain Fund

Notes to Financial Statements (continued)

September 30, 2022 (Unaudited)

 

The Fund has engaged ACA Global (“ACA”) to provide compliance services including the appointment of the Funds’ Chief Compliance Officer. ACA is paid a monthly fee for services provided. For the period ended September 30, 2022, the Fund paid ACA a total of $23,700 for services provided.

 

5. Trustees and Officers

The Board has overall responsibility for monitoring and overseeing the investment program of the Fund and its management and operations. The Board exercises the same powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of trustees of a registered investment company organized as a corporation. The Trustees who are not employed by the Advisor are each paid by the Fund a quarterly fee of $1,250. All Trustees are reimbursed by the Fund for their reasonable out-of-pocket expenses. One of the Trustees is an employee of the Advisor and receives no compensation from the Fund for serving as a Trustee.

 

With the exception of the Fund’s Chief Compliance Officer, the officers of the Fund are affiliated with the Advisor. All such affiliated officers receive no compensation from the Fund for serving in their respective roles. The Board appointed an external Chief Compliance Officer to the Fund in accordance with federal securities regulations.

 

6. Shareholder Transactions

The Fund sells shares on a continual, monthly basis. Shares sold will be priced at the NAV of the Fund determined on the last business day of each month. The Fund may from time to time repurchase shares from shareholders in accordance with written tenders by shareholders at those times, in those amounts, and on those terms and conditions as the Board may determine in its sole discretion. Each such repurchase offer will generally be limited to up to 25% of the net assets of the Fund. In determining whether the Fund should offer to repurchase shares from shareholders, the Board will consider the recommendations of the Advisor. The Advisor expects that, generally, it will recommend to the Board that the Fund offer to repurchase shares from shareholders quarterly, with such repurchases to occur on the first business day following each March 31, June 30, September 30 and December 31. Each repurchase offer will generally commence approximately 130 days prior to the applicable repurchase date.

 

The Fund had 54,353.46 shares outstanding at September 30, 2022. The Fund issued 1,474.09 shares through shareholder subscriptions and repurchased 274.99 shares through shareholder redemptions during the period ended September 30, 2022. The Fund issued 2,699.35 shares through shareholder subscriptions and repurchased 170.00 shares through shareholder redemptions during the year ended March 31, 2022.

 

7. Risk Factors

Because shares may only be repurchased pursuant to tender offers at such time and on such terms as the Board may determine, in its complete and exclusive discretion, and the fact that the shares will not be traded on any securities exchange or other market and will be subject to substantial restrictions on transfer, and because of the fact that the Advisor may invest the Fund’s assets in Underlying Funds that do not permit frequent withdrawals and may invest in illiquid securities, an investment in the Fund is highly illiquid and involves a substantial degree of risk. Underlying Funds are riskier than liquid securities because the Underlying Funds may not be able to dispose of the illiquid securities if their investment performance deteriorates, or may be able to dispose of the illiquid securities only at a greatly reduced price. Similarly, the illiquidity of the Underlying Funds may cause investors to incur losses because of an inability to withdraw their investments from the Fund during or following periods of negative performance. Although the Fund may offer to repurchase shares from time to time, there can be no assurance such offers will be made with any regularity. The Fund invests primarily in Underlying Funds that are not registered under the 1940 Act and invest in and actively trade securities and other financial instruments using different strategies and investment techniques, including leverage, that may involve significant risks. These Underlying Funds may invest a higher percentage of their assets in specific sectors of the market in order to achieve a potentially greater investment return. As a result, the Underlying Funds may be more susceptible to economic, political and regulatory developments in a particular sector of the market, positive or negative, which may increase the volatility of the Fund’s NAV. Various risks are also associated with an investment in the Fund, including risks relating to the multi-manager structure of the Fund, risks relating to compensation arrangements and risks related to limited liquidity of the shares. The Underlying Funds provide for periodic redemptions ranging from daily to annually with lock-up provisions which can be one year or longer.

 

14

 

USCA All Terrain Fund

Notes to Financial Statements (continued)

September 30, 2022 (Unaudited)

 

The global outbreak of COVID-19 disrupted economic markets, and the prolonged economic impact is uncertain. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the lasting impacts of the COVID-19 pandemic, and such uncertainty may in turn impact the value of the Fund’s investments.

 

8. Fair Value of Financial Instruments

The Fund has adopted the authoritative fair valuation accounting standards of ASC 820, Fair Value Measurements and Disclosures, which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion in changes in valuation techniques and related inputs during the period. These inputs are summarized in the three broad levels listed below.

 

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3 - Valuations based primarily on inputs that are unobservable and significant.

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Valuation Designee’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. The following section describes the valuation techniques used by the Valuation Designee to measure different financial instruments at fair value and includes the level within the fair value hierarchy in which the financial instrument is categorized.

 

Investments whose values are based on quoted market prices in active markets are classified within Level 1. These investments generally include equity securities traded on a national securities exchange, registered investment companies, certain U.S. government securities and certain money market securities. The Valuation Designee does not adjust the quoted price for such instruments, even in situations where the Fund holds a large position and a sale could reasonably be expected to impact the quoted price.

 

Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs, are classified within Level 2. These investments generally include certain U.S. government and sovereign obligations, most government agency securities, and investment grade corporate bonds.

 

Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. These investments generally include private equity investments and less liquid corporate debt securities. When observable prices are not available for these investments, the Valuation Designee uses one or more valuation techniques (e.g., the market approach or income approach) for which sufficient data is available. The selection of appropriate valuation techniques may be affected by the availability of relevant inputs as well as the relative reliability of inputs. In some cases, one valuation technique may provide the best indication of fair value while in other circumstances, multiple valuation techniques may be appropriate. The results of the application of the various techniques may not be equally representative of fair value, due to factors such as assumptions made in the valuation. In some situations, the Valuation Designee may determine it appropriate to evaluate and weigh the results, as appropriate, to develop a range of possible values, with the fair value based on the Valuation Designee’s assessment of the most representative point within the range.

 

15

 

USCA All Terrain Fund

Notes to Financial Statements (continued)

September 30, 2022 (Unaudited)

 

The following is a summary of the inputs used to value the Fund’s investments as of September 30, 2022:

 

Fair Value Measurements at Reporting Date Using

 

 

Description   Quoted Prices
in Active markets for
Identical Assets
(Level 1)
    Significant
Other
Observable
Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Investments                                
Investments in Registered Investment Companies (a)   $ 1,559,619     $     $     $ 1,559,619  
Investments in Private Investment Companies (b)                       62,766,229  
Short Term Investment (c)     6,749,041                   6,749,041  
    $ 8,308,660     $     $     $ 71,074,889  

 

(a) All other industry classifications are identified in the Schedule of Investments.

(b) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Statement of Assets and Liabilities.

(c) Short Term Investments that are sweep investments for cash balances in the Fund at September 30, 2022.

 

9. Subsequent Events

 

The Fund has an ongoing tender offer that was filed on August 23, 2022 with a cutoff date for tender requests as of September 21, 2022 and prices on December 31, 2022. There were tender requests of 978.78 shares, approximately $1,277,426 received during the tender offer period.

 

The Fund has not identified any other subsequent events requiring financial statement disclosure as of September 30, 2022, through the date the financial statements were issued.

 

16

 

 

USCA All Terrain Fund

Additional Information 

September 30, 2022 (Unaudited)

 

N-PORT

The Fund will file its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-PORT. The Fund’s Form N-PORT will be available without charge by visiting the SEC’s Web site at www.sec.gov.

 

Proxy Voting

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities owned by the Fund and information regarding how the Fund voted proxies relating to the portfolio of securities for the most recent 12- month period ended June 30th are available to shareholders without charge, upon request by calling the Advisor toll free at (888) 601-8722 or on the SEC’s web site at www.sec.gov.

 

Board of Trustees

The Fund’s Statement of Additional Information includes additional information about the Fund’s Trustees and is available upon request without charge by calling the Advisor toll free at (888) 601-8722 or by visiting the SEC’s web site at www.sec.gov.

 

Forward-Looking Statements

This report contains "forward-looking statements,'' which are based on current management expectations. Actual future results, however, may prove to be different from expectations. You can identify forward-looking statements by words such as "may'', "will'', "believe'', "attempt'', "seem'', "think'', "ought'', "try'' and other similar terms. The Fund cannot promise future returns. Management’s opinions are a reflection of its best judgment at the time this report is compiled, and it disclaims any obligation to update or alter forward-looking statements as a result of new information, future events, or otherwise.

 

Risk Disclosures

The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in the Fund may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate-change or climate-related events, pandemics, epidemics, terrorism, international conflicts, regulatory events and governmental or quasi -governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, social and political discord or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s) could have a significant adverse impact on the value and risk profile of the Fund.

 

The coronavirus (COVID-19) global pandemic and the aggressive responses taken by many governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions, as well as the forced or voluntary closure of, or operational changes to, many retail and other businesses, had negative impacts, and in many cases severe negative impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may impact your investment. Therefore, the Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates can have the same impact on all types of securities and instruments. In times of severe market disruptions, you could lose your entire investment.

 

17

 

USCA All Terrain Fund

Trustees and Officers

September 30, 2022 (Unaudited)

 

Independent Trustees

 

Name, Address and Birth Year Position/Term of Office and Length Served a Principal Occupation(s) During the Past Five Years Number of Portfolios in Fund Complex Overseen by Trustee Other Directorships Held by Trustee During the Past Five Years
John Ferguson
(Born 1945)
Trustee, Indefinite since April 2015 Board of Managers at Salient Partners (investment adviser) (May 2012-present), Investment Committee Member at Houston Endowment (May 2014- present), Investment Committee Member at Silver Ventures (private equity firm) (September 2012- present). 1 Director at ABM Industries, Inc. (integrated facility solutions provider) (December 2009-March 2019), USCA fund Trust (July 2016-August 2021).
Robert Garrison II c
(Born 1942)
Trustee, Indefinite since September 2021 Board Member at Prosperity Bank (March 2005- present), Board Member at JTS Capital (private equity firm) (September 2008-present), Millennium Associates (M&A Advisors) (October 2014- May2022). 1 n/a
Barry Knight c
(Born 1961)
Trustee, Indefinite since September 2021 President of Next Financial Group, Inc. (investment adviser) (September 2006-present); CEO at Next Financial Group, Inc. (September 2006-present). 1 n/a
Robert Shoss c
(Born 1969)
Trustee, Indefinite since September 2021 Private investor (2012-present), Lecturer of Macroeconomics and Investment Management (2021-present), Investment and Portfolio Management (2018-present) and Personal Financial Planning (2014-present) at Bauer College of Business at The University of Houston. 1 n/a
Paul Wigdor c
(Born 1968)
Trustee, Indefinite since May 2016 and Chairman since March 2021 Managing Partner at Overlook 4 Holdings (venture investing) (February 2011-present), Managing Director at Ascendant Advisors (February 2011- present), Principal, AWM Services (brokerage services), LLC (February 2011-present), Chief Compliance Officer/Chief Operating Officer of Qapital Invest, LLC (January 2017-present). 1 Global Restaurant Systems (January 2013-present), Private Communications Corp. (November 2010- present), ChartIQ (January 2014-present), USCA Fund Trust (July 2016 – August 2021), Uma Temakeria (August 2014 – November 2017).

 

18

 

USCA All Terrain Fund

Trustees and Officers (continued) 

September 30, 2022 (Unaudited)

 

Interested Trustees and Officers

 

Name, Address and Birth Year Position/Term of Office and Length Served a Principal Occupation(s) During the Past Five Years Number of Portfolios in Fund Complex Overseen by Trustee Other Directorships Held by Officer During the Past Five Years
Phil Pilibosian
(Born 1968) b
President and Trustee since April 2015 Managing Director at US Capital Advisors LLC (October 2013 - present) 1 Trustee, USCA Fund Trust (July 2016-August 2021)
Bryan Prihoda
(Born 1987)
Secretary since April 2015 and Anti-Money Laundering Officer since November 2021 Director at US Capital Advisors LLC (October 2013- present) n/a n/a
Kasey de Jonckheere d
(Born 1979)
Treasurer since October 2022 Chief Financial Officer, US Capital Advisors LLC(August 2022-present); Director of Accounting (January 2021-August 2022), Controller (January 2018-December 2020), and Controller-Financial Reporting (January 2016-December 2017), Cockrell Interests, LLC, a wealth management firm n/a n/a
Kevin Hourihan e
(Born 1978)
Chief Compliance Officer since 2022
Senior Principal Consultant, Fund Chief Compliance Officer, ACA Global, LLC, a governance, risk and compliance adviser to financial services companies (September 2022-present); Chief Compliance Officer, Ashmore Funds (September 2017- September 2022)

n/a n/a

 

a The term of office for each Trustee and officer listed above will continue indefinitely.

b Phil Pilibosian is an "Interested Trustee" of the Trust, as that term is defined under the 1940 Act, because of his affiliation with the Advisor.

c Robert Garrison II, Barry Knight, Robert Shoss, and Paul Wigdor were elected as Trustees on August 26, 2021.

d Kasey de Jonckheere was appointed Treasurer as of October 27, 2022.

e Kevin Hourihan was appointed Chief Compliance Officer as of October 6, 2022.

 

19

 

USCA All Terrain Fund

Privacy Policy

 

PRIVACY NOTICE Rev. July 2019
FACTS WHAT DOES USCA ALL TERRAIN FUND DO WITH YOUR PERSONAL INFORMATION?
   
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
   
What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

▪     Social Security number and wire transfer instructions

▪     account transactions and transaction history

▪     investment experience and purchase history

When you are no longer our customer, we continue to share your information as described in this notice.

   
How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the USCA All Terrain Fund chooses to share; and whether you can limit this sharing.
       
Reasons we can share your personal information Does USCA All Terrain Fund share? Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus Yes No
For our marketing purposes – to offer our products and services to you Yes No
For joint marketing with other financial companies No We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences Yes No
For our affiliates’ everyday business purposes – information about your creditworthiness No We don’t share
For our affiliates to market to you No We don’t share
For nonaffiliates to market to you No We don’t share
Questions? Call 1-877-259-8722
         

 

20

 

USCA All Terrain Fund
Privacy Policy

 

Who we are  
Who is providing this notice? USCA All Terrain Fund
What we do  
How does USCA All
Terrain Fund protect
my personal
information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.

How does USCA All
Terrain Fund collect
my personal
information?

We collect your personal information, for example, when you

●     Open an account or give us your contact information

●     Make a wire transfer

●     Make deposits or withdrawals from your account

●     Tell us where to send the money

 

We also collect your personal information from other companies.

Why can’t I limit all
sharing?

Federal law gives you the right to limit only

●     Sharing for affiliates’ everyday business purposes – information about your creditworthiness

●     Affiliates from using your information to market to you

●     Sharing for nonaffiliates to market to you

●     State laws and individual companies may give you additional rights to limit sharing. 

Definitions  
Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

●     Our affiliates include financial companies such as US Capital Advisors, LLC, USCA Asset Management LLC, USCA Securities LLC, U.S. Capital Wealth Advisors LLC, and USCA Municipal Advisors LLC. 

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies

●     USCA All Terrain Fund does not share with nonaffiliates so they can market to you. 

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

●     USCA All Terrain Fund doesn’t jointly market.

 

21

 

USCA All Terrain Fund
Fund Service Providers

 

Trustees and Officers
Phil Pilibosian, President and Trustee
John Ferguson, Trustee
Robert Garrison II, Trustee
Barry Knight, Trustee
Robert Shoss, Trustee
Paul Wigdor, Trustee
Kasey de Jonckheere, Treasurer
Bryan Prihoda, Secretary
Kevin Hourihan, Chief Compliance Officer

 

Investment Advisor
USCA Asset Management LLC
4444 Westheimer Road, Suite G500, Houston, TX 77027

 

Custodian
U.S. Bank, N.A.
1555 N. River Center Drive, Suite 302, Milwaukee, WI 53212

 

Transfer Agent
U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue, 3rd Floor, Milwaukee, WI 53212

 

Administrator
U.S. Bancorp Fund Services, LLC
811 East Wisconsin Avenue, 8th Floor, Milwaukee, WI 53202

 

Legal Counsel
Thompson Hine LLP
41 South High Street, Suite 1700, Columbus, OH 43215

 

Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
342 North Water Street, Suite 830, Milwaukee, WI 53202

 



(b) Not applicable.

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable for semi-annual reports.

Item 6. Investments.

(a)
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
(b)
Not Applicable.
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable for semi-annual reports.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable for semi-annual reports.

Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.



Item 11. Controls and Procedures.

(a)
The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

The registrant did not engage in securities lending activities during the fiscal period reported on this Form N-CSR.

Item 13. Exhibits.

(a)
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. 1) Not Applicable.

(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable.

(4)
Change in the registrant’s independent public accountant.  There was no change in the registrant’s independent public accountant for the period covered by this report.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)  USCA All Terrain Fund                                                
 

By (Signature and Title)      /s/ Phil Pilibosian, President                  
                                             Phil Pilibosian, President
 
Date:   11/30/2022          
 


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)       /s/ Phil Pilibosian, President                 
                                              Phil Pilibosian, President
 
Date:   11/30/2022          
 

 
By (Signature and Title)       /s/ Kasey de Jonckheere, Treasurer       
                                             Kasey de Jonckheere, Treasurer
 
Date:   11/30/2022          
 


ATTACHMENTS / EXHIBITS

OFFICER CEERTIFICATIONS

SARBANES-OXLEY ACT CERTIFICATION



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