0001398344-15-007861 Sample Contracts

MASTER CUSTODIAN AGREEMENT
Master 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”).

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AGENCY AGREEMENT
Agency 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. INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 25th, 2015 • Rivernorth Opportunities Fund, Inc. • Delaware

AGREEMENT, dated as of ____________________, 201_, 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 at325 N. LaSalle Street, Suite 645, Chicago, Illinois 60654.

RIVERNORTH OPPORTUNITIES FUND, INC. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 25th, 2015 • Rivernorth Opportunities Fund, Inc. • Delaware

This Investment Advisory Agreement (the “Agreement”) is made and entered into as of this __________ day of __________, 201_, by and between ALPS Advisors, Inc., a Colorado corporation (the “Adviser”), and RiverNorth Opportunities Fund, Inc., a Maryland corporation (the “Fund”).

ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, 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.

Subscription Agreement
Subscription 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 AGREEMENT
Distribution 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”).

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