Common use of ALPS Compensation; Expenses Clause in Contracts

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Fund will pay ALPS the fees and expenses set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time: except that, during all periods that RiverNorth serves as investment adviser to the Fund and is paid a unitary advisory fee from which RiverNorth is responsible for paying substantially all the operating expenses of the Fund (“Unitary Fee Period”), RiverNorth agrees that will be primarily responsible for and will pay the fees and expenses due to ALPS under this Agreement. If RiverNorth fails to pay the fees and expenses described within 30 days of receipt of an ALPS invoice, the Fund will pay such amounts, (in addition to any late fees that would be applicable) immediately upon notice of RiverNorth’s failure to pay. During the Unitary Fee Period, the Fund and RiverNorth agree that they are jointly and severally liable for all fees and expenses incurred and due to ALPS under this Agreement, and in no respects should RiverNorth’s promise to be the primary payor of such fees to ALPS be construed as relieving the Fund of its ultimate liability for any fees, expenses, or other liabilities incurred pursuant to this Agreement. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by the Fund shall not limit SS&C’s rights of recourse against the Fund. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. On each January 1 (pro-rated for a previous partial year), the minimum fees reflected in Fee Letter shall be increased by a cost of living adjustment as described in Fee Letter. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Fund will pay ALPS the fees and expenses set forth listed in the fee letter(s) (a “Fee Letter”), which may be amended from time to timeAppendix B: except that, during all periods that RiverNorth serves as investment adviser to the Fund and is paid a unitary advisory fee from which RiverNorth is responsible for paying substantially all the operating expenses of the Fund (“"Unitary Fee Period”"), RiverNorth agrees that will be primarily responsible for and will pay the fees and expenses due to ALPS under this Agreement. If RiverNorth fails to pay the fees and expenses described within 30 days of receipt of an ALPS invoice, the Fund will pay such amounts, amounts (in addition to any late fees that would be applicable) immediately upon notice of RiverNorth’s 's failure to pay. During the Unitary Fee Period, the Fund and RiverNorth agree that they are jointly and severally liable for all fees and expenses incurred and due to ALPS under this Agreement, and in no respects should RiverNorth’s 's promise to be the primary payor of such fees to ALPS be construed as relieving the Fund of its ultimate liability for any fees, expenses, or other liabilities incurred pursuant to this Agreement. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by the Fund shall not limit SS&C’s rights of recourse against the Fund. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s 's investment adviser and such fees are subject to renegotiation between the parties to the extent such information is determined by ALPS to be materially different from what the Fund’s 's investment adviser originally provided to ALPS. On each January 1 (pro-rated for a previous partial year), the minimum fees reflected in Fee Letter Appendix B shall be increased by a cost of living adjustment as described in Fee Letterof 3%. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Fund will pay ALPS the fees and expenses set forth listed in the fee letter(s) (a “Fee Letter”), which may be amended from time to time: Appendix B; except that, during all periods that RiverNorth serves as investment adviser to the Fund and is paid a unitary advisory fee from which RiverNorth is responsible for paying substantially all the operating expenses of the Fund (“Unitary Fee Period”), RiverNorth agrees that will be primarily responsible for and will pay the fees and expenses due to ALPS under this Agreement. If RiverNorth fails to pay the fees and expenses described within 30 days of receipt of an ALPS invoice, the Fund will pay such amounts, (in addition to any late fees that would be applicable) immediately upon notice of RiverNorth’s failure to pay. During the Unitary Fee Period, the Fund and RiverNorth agree that they are jointly and severally liable for all fees and expenses incurred and due to ALPS under this Agreement, and in no respects should RiverNorth’s promise to be the primary payor of such fees to ALPS be construed as relieving the Fund of its ultimate liability for any fees, expenses, or other liabilities incurred pursuant to this Agreement. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by the Fund shall not limit SS&C’s rights of recourse against the Fund. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. On Beginning on the first anniversary date of the Agreement and on each January 1 (pro-rated for a previous partial year)year thereafter, the minimum fees reflected in Fee Letter shall be increased by a Appendix B will incur an annual cost of living adjustment increase based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as described published each January by the United States Department of Labor, Bureau of Labor Statistics, or, in Fee Letterthe event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Fund will shall pay ALPS the fees and expenses set forth listed in the fee letter(s) (a “Fee Letter”), which may be amended from time to time: except that, during all periods that RiverNorth serves as investment adviser to the Fund and is paid a unitary advisory fee from which RiverNorth is responsible for paying substantially all the operating expenses of the Fund (“Unitary Fee Period”), RiverNorth agrees that will be primarily responsible for and will pay the fees and expenses due to ALPS under this Agreement. If RiverNorth fails to pay the fees and expenses described within 30 days of receipt of an ALPS invoice, the Fund will pay such amounts, (in addition to any late fees that would be applicable) immediately upon notice of RiverNorth’s failure to pay. During the Unitary Fee Period, the Fund and RiverNorth agree that they are jointly and severally liable for all fees and expenses incurred and due to ALPS under this Agreement, and in no respects should RiverNorth’s promise to be the primary payor of such fees to ALPS be construed as relieving the Fund of its ultimate liability for any fees, expenses, or other liabilities incurred pursuant to this Agreement. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by the Fund shall not limit SS&C’s rights of recourse against the FundAppendix B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund or the Fund’s investment adviser and such fees are subject to renegotiation between the parties to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. On Beginning on the first anniversary date of the Agreement and on each January 1 (pro-rated for a previous partial year)year thereafter, the minimum fees reflected in Fee Letter shall be increased by a Appendix B are subject to an annual cost of living adjustment increase based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as described published biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in Fee Letterthe event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein and in Appendix B. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses unrelated to this Agreement; expenses related to any requests from or as otherwise required by any regulatory body concerning the Fund or the Fund’s investment adviser; taxes; costs of preferred shares; listing expenses; expenses related to assistance with any tender offers or repurchase offers (if applicable); transfer agency and custodial expenses; interest; Fund trustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Fund’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); and fees and expenses upon termination as provided in Section 15(e) hereof.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Fund will pay ALPS the fees and expenses set forth listed in the fee letter(s) (a “Fee Letter”), which may be amended from time to timeAppendix B: except that, during all periods that RiverNorth serves as investment adviser to the Fund and is paid a unitary advisory fee from which RiverNorth is responsible for paying substantially all the operating expenses of the Fund (“Unitary Fee Period”), RiverNorth agrees that will be primarily responsible for and will pay the fees and expenses due to ALPS under this Agreement. If RiverNorth fails to pay the fees and expenses described within 30 days of receipt of an ALPS invoice, the Fund will pay such amounts, (in addition to any late fees that would be applicable) immediately upon notice of RiverNorth’s failure to pay. During the Unitary Fee Period, the Fund and RiverNorth agree that they are jointly and severally liable for all fees and expenses incurred and due to ALPS under this Agreement, and in no respects should RiverNorth’s promise to be the primary payor of such fees to ALPS be construed as relieving the Fund of its ultimate liability for any fees, expenses, or other liabilities incurred pursuant to this Agreement. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by the Fund shall not limit SS&C’s rights of recourse against the Fund. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser and such fees are subject to renegotiation between the parties to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser originally provided to ALPS. On Beginning on the first anniversary date of the Agreement and on each January 1 (pro-rated for a previous partial year)year thereafter, the minimum fees reflected in Fee Letter shall be increased by a Appendix B will incur an annual cost of living adjustment increase based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Aurora-Lakewood area, as described published each January by the United States Department of Labor, Bureau of Labor Statistics, or, in Fee Letterthe event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide notice to the Fund of the amount of such cost of living increase prior to its implementation.

ALPS Compensation; Expenses. (a) In consideration for the services to be performed hereunder by ALPS, the Fund will Trust shall pay ALPS the fees and expenses set forth listed in the fee letter(s) (a “Fee Letter”), which may be amended from time to time: except that, during all periods that RiverNorth serves as investment adviser to the Fund and is paid a unitary advisory fee from which RiverNorth is responsible for paying substantially all the operating expenses of the Fund (“Unitary Fee Period”), RiverNorth agrees that will be primarily responsible for and will pay the fees and expenses due to ALPS under this Agreement. If RiverNorth fails to pay the fees and expenses described within 30 days of receipt of an ALPS invoice, the Fund will pay such amounts, (in addition to any late fees that would be applicable) immediately upon notice of RiverNorth’s failure to pay. During the Unitary Fee Period, the Fund and RiverNorth agree that they are jointly and severally liable for all fees and expenses incurred and due to ALPS under this Agreement, and in no respects should RiverNorth’s promise to be the primary payor of such fees to ALPS be construed as relieving the Fund of its ultimate liability for any fees, expenses, or other liabilities incurred pursuant to this Agreement. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by the Fund shall not limit SS&C’s rights of recourse against the FundAppendix B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by ALPS under this Agreement are based on information provided by the Fund’s investment adviser Trust or the Adviser and such fees are subject to renegotiation between the parties to the extent such information is determined by ALPS to be materially different from what the Fund’s investment adviser Adviser originally provided to ALPS. On Beginning on the first anniversary date of the Agreement and on each January 1 (pro-rated for a previous partial year)year thereafter, the minimum fees reflected in Fee Letter shall be increased by a Appendix B will incur an annual cost of living adjustment increase, if applicable, based on any increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Denver-Boulder-Greeley area, as described published biannually by the United States Department of Labor, Bureau of Labor Statistics, or, in Fee Letterthe event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to all parties. ALPS will provide advance notice to the Fund Trust of the amount of such cost of living increase prior to its implementation. (b) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein and in Appendix B. ALPS will not bear any of the costs of Trust personnel. Other Trust expenses incurred shall be borne by the Adviser or the Trust, as agreed between them, including, but not limited to, initial organization and offering expenses; litigation expenses; requests from or as otherwise required by any regulatory body concerning the Trust or the Adviser; taxes; costs of preferred shares; listing expenses; expenses related to assistance with any tender offers or repurchase offers (if applicable); transfer agency and custodial expenses; interest; Trust trustee or directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Trust and investment advisory related legal expenses; costs of maintenance of Trust existence; printing and delivery of materials in connection with meetings of the Trust’s trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information, other offering documents, supplements, proxy materials and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”); fees and expenses upon termination as provided in Sections 15(e) and 15(f) hereof.