WELLS FARGO SECURITIES, LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGSMaster Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity 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
CUSTODY AGREEMENTCustody Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • Minnesota
THIS AGREEMENT is made and effective as of September ___, 2016, by and between THE RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC., a Maryland corporation (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).
MANAGEMENT AGREEMENTManagement Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • Maryland
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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • New York
This agreement (the “Agreement”) is between RiverNorth Capital Management, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement (as defined below).
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity 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).
SUBADVISORY AGREEMENTSubadvisory Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • Delaware
THIS SUBADVISORY AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of _________, 20__, by and between RiverNorth Capital Management, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) located at 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654, and DoubleLine Capital LP (the “Subadviser”), a Delaware limited partnership registered under the Advisers Act, located at 333 South Grand Avenue, 18th Floor, Los Angeles California 90071, with respect to the RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., a Maryland corporation (the “Fund” or “Company”). The effective date of this Agreement (the “Effective Date”) shall be the inception date of the Fund.
RiverNorthDoubleLine Strategic Opportunity Fund, Inc. Subscription AgreementSubscription Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • Maryland
This Subscription Agreement made as of 8/23/2016, by and between RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., a Maryland corporation (the “Fund”), and RiverNorth Capital Management, LLC (the “Subscriber”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [●], 2016 (the “Underwriting Agreement”), by and among RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund”), RiverNorth Capital Management, LLC (the “Adviser”), DoubleLine Capital LP (the “Subadviser”) 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [·], 2016 (the “Underwriting Agreement”), by and among RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund”), RiverNorth Capital Management, LLC (the “Adviser”), DoubleLine Capital LP (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 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [●], 2016 (the “Underwriting Agreement”), by and among RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund”), RiverNorth Capital Management, LLC (the “Adviser”), DoubleLine Capital LP (the “Subadviser”) 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • New York
STRUCTURING FEE AGREEMENT (the "Agreement"), dated as of [●], 2016, between Oppenheimer & Co. Inc. ("Oppenheimer") and RiverNorth Capital Management, LLC (the "Investment Adviser").
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • New York
STRUCTURING FEE AGREEMENT (the "Agreement"), dated as of [ ], 2016, by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), and RiverNorth Capital Management, LLC (the "Adviser”).
MASTER SERVICES AGREEMENTMaster Services Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • Wisconsin
THIS AGREEMENT is made and entered into as of the ____ day of September, 2016, by and among THE RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC., a Maryland corporation (the “Fund”), CENTRIC FUND SERVICES, LLC, a Delaware limited liability company (“CFS”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
●] Shares of Common Stock $20.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • New York
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [●], 2016 (the “Underwriting Agreement”), by and among RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund”), RiverNorth Capital Management, LLC (the “Adviser”), DoubleLine Capital LP (the “Subadviser”), 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.
AMENDED DISTRIBUTION AGREEMENTAmended Distribution Agreement • September 27th, 2016 • RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
THIS AMENDED DISTSRIBUTION AGREEMENT is made, as of August __, 2016 and supplements the Distribution Agreement dated June 27, 2016 (the “Effective Date”), by and among TSC Distributors, LLC (“TSC Distributors”) and RiverNorth Capital Management, LLC (the “Adviser”), relating to certain services to be provided by TSC Distributors to the Adviser with respect to a proposed closed-end investment company with a tactical closed-end fund income and opportunistic income strategy (or similar strategies) (the “Fund”).
