0001398344-15-008387 Sample Contracts

RIVERNORTH OPPORTUNITIES FUND, INC. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 23rd, 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”).

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STRUCTURING FEE AGREEMENT
Structuring 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. INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 23rd, 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.

SALES INCENTIVE FEE AGREEMENT
Sales Incentive Fee Agreement • December 23rd, 2015 • Rivernorth Opportunities Fund, Inc. • New York
STRUCTURING FEE AGREEMENT
Structuring 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.

STRUCTURING FEE AGREEMENT
Structuring 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”) and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s common shares of beneficial interest, $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.

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