WELLS FARGO SECURITIES, LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGSMaster Agreement Among Underwriters • December 2nd, 2015 • Rivernorth Opportunities Fund, Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 5, 2014, is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accep
SUB-PLACEMENT AGENT AGREEMENT ALPS Distributors, Inc.Sub-Placement Agent Agreement • April 2nd, 2024 • Rivernorth Opportunities Fund, Inc.
From time to time ALPS Distributors, Inc. (the “Distributor,” “we” or “us”) will act as manager of registered at-the-market offerings by RiverNorth Opportunities Fund, Inc., a Maryland corporation (the “Fund”), of up to 15,000,000 shares (the “Shares”) of common stock, $0.0001 par value per share, of the Fund (the “Common Shares”). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through the Distributor, as sales agent, the Shares (the “Distribution Agreement”).
MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • November 25th, 2015 • Rivernorth Opportunities Fund, Inc. • Massachusetts
This Agreement is made as of November , 2015 (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
DISTRIBUTION AGREEMENTDistribution Agreement • April 2nd, 2024 • Rivernorth Opportunities Fund, Inc. • New York
This DISTRIBUTION AGREEMENT (this "Agreement") made as of April 2, 2024 by and between RiverNorth Opportunities Fund, Inc., a Maryland corporation (the "Fund"), and ALPS Distributors, Inc., a Colorado corporation (the "Distributor").
RiverNorth Opportunities Fund, Inc. 3,400,000 Shares of 6.00% Series A Perpetual Preferred Stock UNDERWRITING AGREEMENT Dated: April 12, 2022Underwriting Agreement • April 13th, 2022 • Rivernorth Opportunities Fund, Inc. • New York
Over Allotment Option: Up to 510,000 additional shares exercisable within 30 days of the date hereof solely to cover over allotments, if any.
Subscription Agent Agreement Between RiverNorth Opportunities Fund, Inc. And Computershare Trust Company, N.A. And Computershare Inc.Subscription Agent Agreement • September 28th, 2021 • Rivernorth Opportunities Fund, Inc. • New York
This SUBSCRIPTION AGENT AGREEMENT (the “Agreement”) is entered into as of this 22nd day of September (the “Effective Date”) by and among RiverNorth Opportunities Fund, Inc., a company organized and existing under the laws of the State of Maryland (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare” and, collectively with Trust Company, the “Agent”).
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • December 2nd, 2015 • Rivernorth Opportunities Fund, Inc. • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of , , is by and between Wells Fargo Securities, LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co- managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
AGENCY AGREEMENTAgency Agreement • November 25th, 2015 • Rivernorth Opportunities Fund, Inc. • Missouri
THIS AGREEMENT made the 20th day of November, 2015, by and between RIVERNORTH OPPORTUNITY FUND, a statutory trust existing under the laws of the State of Delaware, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the "Fund"), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 ("DST"):
RIVERNORTH OPPORTUNITIES FUND, INC. UP TO 3,300,000 SHARES OF COMMON STOCK Capital On Demand™ SALES AGREEMENTSales Agreement • September 4th, 2018 • Rivernorth Opportunities Fund, Inc. • New York
RiverNorth Opportunities Fund, Inc., a Maryland corporation (the “Fund”), ALPS Advisors Inc., a Colorado corporation (the “Adviser”), and RiverNorth Capital Management, LLC, a Delaware limited liability company (the “Subadviser” and together with the Adviser, the “Advisers”), confirm their agreement (this “Agreement”) with JonesTrading Institutional Services LLC (“Jones”), as follows:
PRICING SERVICES AGREEMENTAdministration, Bookkeeping and Pricing Services Agreement • October 14th, 2022 • Rivernorth Opportunities Fund, Inc. • Colorado
THIS AGREEMENT is made as of September 30, 2022, between RiverNorth Opportunities Fund, Inc., organized as a Maryland corporation (the “Fund”), RiverNorth Capital Management, LLC, a Delaware limited liability company (“RiverNorth”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).
MANAGEMENT AGREEMENTManagement Agreement • October 13th, 2023 • Rivernorth Opportunities Fund, Inc.
You have been selected to act as the sole investment manager of the series of the Company set forth on the Exhibit to this Agreement (the “Fund”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment manager and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Company agrees with you as follows effective upon the date of the execution of this Agreement.
RIVERNORTH OPPORTUNITIES FUND, INC. INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • October 12th, 2018 • Rivernorth Opportunities Fund, Inc. • Delaware
This AGREEMENT, dated as of June 29, 2018, by and between ALPS Advisors, Inc. (the “Investment Adviser”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and RiverNorth Capital Management, LLC, a Delaware limited liability company (the “Sub-Adviser”), having its principal place of business at 325 N. LaSalle Street, Suite 645, Chicago, Illinois 60654.
Master Custodian AgreementMaster Custodian Agreement • October 14th, 2022 • Rivernorth Opportunities Fund, Inc. • Massachusetts
This Agreement is made as of March 3, 2014 by and between each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 20.5 below, shall hereinafter be referred to as a “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
Subscription Agent Agreement Between RiverNorth Opportunities Fund, Inc. And Computershare Trust Company, N.A. And Computershare Inc.Subscription Agent Agreement • October 14th, 2022 • Rivernorth Opportunities Fund, Inc. • New York
This SUBSCRIPTION AGENT AGREEMENT (the “Agreement”) is entered into as of this 12th day of October 2022 (the “Effective Date”) by and among RiverNorth Opportunities Fund, Inc., a company organized and existing under the laws of the State of Maryland (the "Company"), and Computershare Trust Company, N.A., a national banking association (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare” and, collectively with Trust Company, the “Agent”).
RIVERNORTH OPPORTUNITIES FUND, INC. INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 12th, 2018 • Rivernorth Opportunities Fund, Inc. • Delaware
This Investment Advisory Agreement (the “Agreement”) is made and entered into as of this 29th day of June, 2018, by and between ALPS Advisors, Inc., a Colorado corporation (the Adviser”), and RiverNorth Opportunities Fund, Inc., a Maryland corporation (the “Fund”).
AMENDED AND RESTATED CREDIT AGREEMENT FOR MARGIN FINANCINGCredit Agreement for Margin Financing • September 12th, 2023 • Rivernorth Opportunities Fund, Inc. • New York
AMENDED AND RESTATED CREDIT AGREEMENT FOR MARGIN FINANCING (this “Agreement”), dated March 20 , 2022, by and between RIVERNORTH OPPORTUNITIES FUND INC., a Maryland corporation that is registered under the Investment Company Act of 1940, as amended (the “Client”), and PERSHING LLC (“Pershing”).
ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENTAdministration, Bookkeeping and Pricing Services Agreement • November 25th, 2015 • Rivernorth Opportunities Fund, Inc. • Colorado
THIS AGREEMENT is made as of , 2015, between RiverNorth Opportunities Fund, Inc. (the “Fund”), a Maryland corporation, and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.
SECURITY AGREEMENTSecurity Agreement • October 3rd, 2017 • Rivernorth Opportunities Fund, Inc.
SECURITY AGREEMENT, dated as of November 30, 2016, among (a) RIVERNORTH OPPORTUNITIES FUND, INC. (the “Borrower”), (b) STATE STREET BANK AND TRUST COMPANY, as agent (hereinafter, in such capacity and only such capacity, the “Agent”) for itself and the other lending institutions (hereinafter, collectively, the “Banks”) which are or may become parties to a Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Banks and the Agent, and (c) STATE STREET BANK AND TRUST COMPANY, in its capacity as Custodian (as defined in the Credit Agreement) (in such capacity and only such capacity, the “Custodian”).
October 1, 2018Information Agent Agreement • October 5th, 2018 • Rivernorth Opportunities Fund, Inc. • New York
This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson LLC (“Georgeson”) by RiverNorth Opportunities Fund, Inc. (the “Company”) to act as Information Agent in connection with the Company’s upcoming rights offering (the “Offering”) expiring November 1, 2018. The term of this Agreement shall be the term of the Offering, including any extensions thereof.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 23rd, 2015 • Rivernorth Opportunities Fund, Inc. • New York
STRUCTURING FEE AGREEMENT (the "Agreement"), dated as of [●], 2015, between Oppenheimer & Co. Inc. ("Oppenheimer"), ALPS Advisors, Inc. (the “Investment Adviser”), and RiverNorth Capital Management, LLC (the "Subadviser").
RiverNorth Opportunities Fund, Inc. POS EXInformation Agent Agreement • September 29th, 2020 • Rivernorth Opportunities Fund, Inc. • New York
RIVERNORTH OPPORTUNITIES FUND, INC. AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENTDistribution Agreement • September 21st, 2021 • Rivernorth Opportunities Fund, Inc.
October 6, 2022Letter of Agreement • October 14th, 2022 • Rivernorth Opportunities Fund, Inc. • New York
This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson LLC (“Georgeson”) by RiverNorth Opportunities Fund, Inc. (the “Company”) to act as Information Agent in connection with the Company’s upcoming rights offering (the “Offer”). The term of this Agreement shall be the term of the Offer, including any extensions thereof.
Up to [ ] Shares of Common StockSales Agreement • July 24th, 2018 • Rivernorth Opportunities Fund, Inc.
RiverNorth Opportunities Fund, Inc. (the “Fund”) has entered into a sales agreement, dated [ ], (the “Sales Agreement”) with [ ] (“[ ]”) relating to the Fund’s shares of common stock, $0.0001 par value per share (the “Common Shares”) offered by this Prospectus Supplement and the accompanying Prospectus. In accordance with the terms of the Sales Agreement, the Fund may offer and sell up to [ ] of the Fund’s Common Shares, from time to time through [ ] as the Fund’s agent for the offer and sale of the Common Shares. Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Fund may not sell any Common Shares at a price below the current net asset value (“NAV”) of such Common Shares, exclusive of any distributing commission or discount. The Fund is a diversified, closed-end management investment company which commenced investment operations in December 2015. The Fund’s investment objective is total return consisting of capital appreciation and current income.
AMENDMENT NO. 3 TO DISTRIBUTION AGREEMENTDistribution Agreement • December 23rd, 2022 • Rivernorth Opportunities Fund, Inc. • Maryland
Reference is made to the Distribution Agreement dated November 11, 2020, Amendment No. 1 to the Distribution Agreement, dated September 21, 2021, and Amendment No 2 to the Distribution Agreement, dated January 27, 2022 (together, the “Distribution Agreement”), by and between RiverNorth Opportunities Fund, Inc.. a Maryland corporation (the “Fund”), and ALPS Distributors, Inc., as principal underwriter and placement agent (the “Distributor”).
REPORT MODERNIZATION ADDENDUM to Administration, Bookkeeping and Pricing Services AgreementAdministration, Bookkeeping and Pricing Services Agreement • July 24th, 2018 • Rivernorth Opportunities Fund, Inc. • Colorado
This Report Modernization Addendum (this “Addendum”) to the Administration, Bookkeeping and Pricing Services Agreement, as amended, is dated as of June 20, 2018 and entered into by and between RiverNorth Opportunities Fund, Inc. (the “Fund”) and ALPS Fund Services, Inc. (“ALPS”).
Subscription AgreementSubscription Agreement • November 25th, 2015 • Rivernorth Opportunities Fund, Inc.
This Subscription Agreement made as of November 20, 2015, by and between RiverNorth Opportunities Fund, Inc., a Maryland corporation (the “Fund”), and ALPS Advisors, Inc., a Colorado corporation (the “Purchaser”).
DISTRIBUTION ASSISTANCE AGREEMENTDistribution Assistance Agreement • November 25th, 2015 • Rivernorth Opportunities Fund, Inc. • Colorado
This Distribution Assistance Agreement (the “Agreement”), dated as of , 2015, is entered into by and among, the RiverNorth Opportunities Fund, Inc. (the “Fund”), a Maryland Corporation, ALPS Advisors, Inc., a corporation organized under the laws of the state of Colorado (the “Adviser”) and ALPS Portfolio Solutions Distributor, Inc., a corporation organized under the laws of the state of Colorado (“ALPS”).
AMENDMENT TO THE AGENCY AGREEMENTAgency Agreement • April 13th, 2022 • Rivernorth Opportunities Fund, Inc. • Missouri
THIS AMENDMENT TO THE AGENCY AGREEMENT (this “Amendment”) is entered into as of the 12th day of April, 2022 (the “Effective Date”) by and between RIVERNORTH OPPORTUNITIES FUND, INC., a Maryland corporation, with offices at 1290 Broadway, Suite 1000, Denver, CO 80203 (the “Fund”), and DST SYSTEMS, INC., a Delaware corporation, with offices at 1055 Broadway, Kansas City, MO 64105 (“DST”).
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • December 23rd, 2015 • Rivernorth Opportunities Fund, Inc. • New York
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 23rd, 2015 • Rivernorth Opportunities Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated December 23, 2015 (the “Underwriting Agreement”), by and among RiverNorth Opportunities Fund, Inc. (the “Fund”), ALPS Advisors, Inc. (the “Adviser”), RiverNorth Capital Management, LLC (the “Subadviser”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, $0.0001 par value (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • March 12th, 2019 • Rivernorth Opportunities Fund, Inc.
AMENDMENT NO. 2 (this “Amendment No. 2”), dated as of November 28, 2018, to the Credit Agreement, dated as of November 30, 2016, by and among RiverNorth Opportunities Fund, Inc. (the “Borrower”), the Banks party thereto, and State Street Bank and Trust Company, as agent for the Banks (in such capacity, the “Agent”), as amended, supplemented or otherwise modified by Amendment No. 1, dated as of November 29, 2017 and Waiver No. 1, dated as of October 23, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 2nd, 2015 • Rivernorth Opportunities Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [●], 2015 (the “Underwriting Agreement”), by and among RiverNorth Opportunities Fund, Inc. (the “Fund”), ALPS Advisors Inc. (the “Adviser”), RiverNorth Capital Management, LLC (the “Subadviser” and together with the Adviser, the “Advisers”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock, $0.0001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
SPECIAL CUSTODY AGREEMENTSpecial Custody Agreement • August 24th, 2017 • Rivernorth Opportunities Fund, Inc. • Massachusetts
This Agreement dated as of August 25, 2016 (this “Agreement”), among RiverNorth Opportunities Fund, Inc. (“Customer”), National Financial Services LLC, acting through its division Fidelity Capital Markets, (“Broker”), and STATE STREET BANK AND TRUST COMPANY as custodian (“Custodian”).
September 23, 2021Information Agent Agreement • September 28th, 2021 • Rivernorth Opportunities Fund, Inc. • New York
This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson LLC (“Georgeson”) by RiverNorth Opportunities Fund, Inc. (the “Company”) to act as Information Agent in connection with the Company’s upcoming rights offering (the “Offer”). The term of this Agreement shall be the term of the Offer, including any extensions thereof.
