0001398344-14-004429 Sample Contracts

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • August 25th, 2014 • Palmer Square Opportunistic Income Fund • Wisconsin

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this ___ day of _________________, 2014, by and between The Palmer Square Opportunistic Income Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • August 25th, 2014 • Palmer Square Opportunistic Income Fund • Delaware

THIS AGREEMENT is made and entered into as of this ___ day of August, 2014, by and among each of the Funds listed on Exhibit A attached hereto (each a Fund, and together, the “Funds”) and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

FORESIDE FUND SERVICES, LLC DEALER AGREEMENT
Dealer Agreement • August 25th, 2014 • Palmer Square Opportunistic Income Fund • Delaware

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies referenced above and set forth on Appendix A (collectively, “Company”) which may be amended by us from time to time, Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • August 25th, 2014 • Palmer Square Opportunistic Income Fund • Wisconsin

THIS AGREEMENT is made as of this ____ day of __________________, 2014, by and between The Palmer Square Opportunistic Income Fund, a Delaware statutory trust (the “Trust” or the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”).

Contract
Palmer Square Opportunistic Income Fund • August 25th, 2014

Mutual Fund Rider to Global Custody Agreement Between JPMorgan Chase Bank, N.A., and Palmer Square Opportunistic Income Fund effective __, 2014.

PALMER SQUARE OPPORTUNISTIC INCOME FUND FORM OF OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • August 25th, 2014 • Palmer Square Opportunistic Income Fund • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of ______________, 2014, by and between Palmer Square Opportunistic Income Fund, a Delaware statutory trust (the “Fund”) and the investment advisor of the Fund, Palmer Square Capital Management, LLC (the “Advisor”).

CO-ADMINISTRATION AGREEMENT
Co-Administration Agreement • August 25th, 2014 • Palmer Square Opportunistic Income Fund • Wisconsin

THIS CO-ADMINISTRATION AGREEMENT (the “Agreement”) is made as of this ____ day of ___________________, 2013, by and between The Palmer Square Opportunistic Income Fund, a Delaware statutory trust (the “Trust” or the “Fund”), UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”), and Mutual Fund Administration Corporation, a California corporation (“MFAC”). UMBFS and MFAC are collectively referred to herein as the “Co-Administrators,” in singular or plural usage, as required by context.

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN PALMER SQUARE OPPORTUNISTIC INCOME FUND AND PALMER SQUARE CAPITAL MANAGEMENT, LLC
Investment Advisory Agreement • August 25th, 2014 • Palmer Square Opportunistic Income Fund • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of_____________, 2014, is entered into by and between Palmer Square Opportunistic Income Fund, a Delaware statutory trust (the “Fund”) and Palmer Square Capital Management, LLC, a Delaware Limited Liability Company (the “Advisor”).

AGREEMENT AND DECLARATION OF TRUST OF PALMER SQUARE OPPORTUNISTIC INCOME FUND A Delaware Statutory Trust
Agreement and Declaration of Trust • August 25th, 2014 • Palmer Square Opportunistic Income Fund
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