MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income Fund, Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 6, 2014, is by and between UBS Securities LLC (“UBS,” or “we”) and the party named on the signature page hereto (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 accepted an AAU with respect to such O
RiverNorth Opportunistic Municipal Income Fund, Inc. [•] Shares of Common Stock Par Value $0.0001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income Fund, Inc. • New York
AGENCY AGREEMENTAgency Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income Fund, Inc. • Delaware
THIS AGREEMENT made the __ day of __________, 2018, by and between RIVERNORTH _____________, a corporation existing under the laws of the State of Maryland, having its principal place of business at ___________________________________ (the "Fund") and any other investment products set forth on Schedule I, attached hereto, as amended from time to time (each such investment program hereinafter jointly and severally referred to as "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"):
MANAGEMENT AGREEMENTManagement Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income 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.
Master Custodian AgreementMaster Custodian Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income 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”).
PRICING SERVICES AGREEMENTPricing Services Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income Fund, Inc. • Colorado
THIS AGREEMENT is made as of October __, 2018, between RiverNorth Opportunistic Municipal Income Fund, Inc., organized as a Maryland corporation (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).
MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Dealers Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income Fund, Inc. • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of May 23, 2012, is by and between UBS 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).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income 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 the RiverNorth Opportunistic Municipal Income Fund, Inc. (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated [ ], 2018, by and among the Fund, the Company and the Underwriters named therein (the “Underwriting Agreement”).
RiverNorth Opportunistic Municipal Income Fund, Inc. Subscription AgreementSubscription Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income Fund, Inc. • Maryland
This Subscription Agreement made as of September 12, 2018, by and between RiverNorth Opportunistic Municipal Income Fund, Inc., a Maryland corporation (the “Fund”), and RiverNorth Capital Management, LLC (the “Subscriber”).
SUBADVISORY AGREEMENTSubadvisory Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income Fund, Inc. • New York
THIS SUBADVISORY AGREEMENT (this “Agreement”) is made and entered into as of this 22 day of October, 2018, 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 MacKay Shields LLC (the “Subadviser”), a Delaware limited liability company registered under the Advisers Act, located at 1345 Avenue of the Americas, 43rd Floor, New York, New York 10105, with respect to the RiverNorth Opportunistic Municipal Income 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.
STRUCTURING FEE AGREEMENTFee Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income Fund, Inc. • New York
This agreement is between RiverNorth Capital Mangement, LLC (the “Adviser”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to RiverNorth Opportunistic Municipal Income Fund, Inc. (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [•], 2018 (the “Underwriting Agreement”), by and among RiverNorth Opportunistic Municipal Income Fund, Inc. (the “Fund”), RiverNorth Capital Management, LLC (the “Adviser”), MacKay Shields LLC (the “Sub-Adviser”) 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.
CLOSED-END FUND DISTRIBUTION SERVICES AGREEMENTClosed-End Fund Distribution Services Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income Fund, Inc. • New York
THIS CLOSED-END FUND DISTRIBUTION SERVICES AGREEMENT (this “Agreement”) is made, as of September ___, 2018 (the “Effective Date”), by and among First Dominion Capital Corp. (“FDCC”), Vision 4 Fund Distributors, LLC (“Vision”) and RiverNorth Capital Management, LLC (the “Adviser”), relating to certain services to be provided by FDCC and Vision to the Adviser with respect to a proposed closed-end investment company, currently referred to as RiverNorth Opportunistic Municipal Income Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [•], 2018 (the “Underwriting Agreement”), by and among RiverNorth Opportunistic Municipal Income Fund, Inc. (the “Fund”), RiverNorth Capital Management, LLC (the “Adviser”), MacKay Shields LLC (the “Sub-Adviser”) 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 • October 22nd, 2018 • RiverNorth Opportunistic Municipal Income Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [•], 2018 (the “Underwriting Agreement”), by and among RiverNorth Opportunistic Municipal Income Fund, Inc. (the “Fund”), RiverNorth Capital Management, LLC (the “Adviser”), MacKay Shields LLC (the “Sub-Adviser”), 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.
