WELLS FARGO SECURITIES, LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGSMaster Agreement • 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
RIVERNORTH OPPORTUNITIES FUND, INC. __________ Shares of Common Stock $20.00 per Share UNDERWRITING AGREEMENT Dated: [●], 2015Underwriting Agreement • December 2nd, 2015 • 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 respective agreements with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo, [REPRESENTATIVES] are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Fund of a total of [●]shares of common stock, $0.0001 par value per share (the “Initial Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the gr
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).
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.
