☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐ Fee paid previously with preliminary materials.
☐ Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
PROPOSAL
1
APPROVAL
OF NEW MANAGEMENT AGREEMENT |
Introduction
The
proposal relates to the approval of a management agreement. Stockholders of the Fund are being asked to vote to approve a new
management agreement (the “Management Agreement”) with RiverNorth Capital Management, LLC (“RiverNorth”
or the “Adviser”), which currently serves as the sub-adviser to the Fund under the Fund’s investment sub-advisory
agreement (the “Sub-Advisory Agreement”) with RiverNorth. If approved, the Management Agreement would replace the
Fund’s current investment advisory agreement (the “Advisory Agreement”) with ALPS Advisors, Inc. (“ALPS”)
dated June 29, 2018. This proposal will not result in a change in the level and types of services provided to the Fund and, without
taking into account leverage, will not result in an increase in a Fund’s current net expense ratio. If the Management Agreement
is approved by stockholders of a Fund, the Fund would adopt a “unitary fee” structure which will replace the current
“variable fee” structure as described below.
The
Fund currently has a variable fee structure where the Fund pays an advisory fee under the Advisory Agreement and also pays “variable
fees” to cover other Fund expenses (including administrative services). Under this fee structure, Fund expenses, as a percentage
of Fund assets, can be expected to change from year to year. Fund expenses are paid directly by the Fund. Because these other
expenses vary, as a percentage of Fund assets, based on actual costs incurred and the size of the Fund, the fees paid by Fund
stockholders can be expected to vary from year to year.
Under
the Management Agreement, the Adviser will receive a management fee as compensation for serving as investment adviser. In return,
the Adviser pays all expenses of the Fund, except certain expenses as discussed below. As a result, the level of expenses (as
a percentage of a Fund’s net assets) paid by stockholders of the Fund generally will not change from year to year (unless
the Fund incurs one or more of the enumerated excluded expenses).
The
adoption of a unitary fee structure is intended to eliminate the downside risk for stockholders that Fund fees might increase,
as a percentage of Fund assets, during periods when Fund expenses increase or when Fund assets decline. The unitary fee structure
would, however, also generally eliminate the possibility for any decrease in total fund expense ratios during periods when assets
under management increased, which could lead to increased profitability to RiverNorth and its affiliates as they achieve economies
of scale.
If
the proposal is approved by a Fund’s stockholders it will take effect on October 1, 2022 or such later date as is determined
by the officers of the Fund after the Management Agreement is approved by the Fund’s stockholders. At that time, the Advisory
Agreement and the Sub-Advisory Agreement will be terminated.
In
the event stockholders of the Fund do not approve the Management Agreement, the Advisory Agreement and Sub-Advisory Agreement
will remain in place for the Fund.
Detailed
Discussion
Approval
of the Management Agreement by the Board. At a meeting of the Board held on March 17, 2022 (the “March 2022 Board Meeting”),
the Board considered and unanimously voted in favor of the Management Agreement. The Management Agreement was approved by the
Directors who are not “interested persons” (as defined under the Investment Company Act of 1940, as amended (the “1940
Act”)) of the Fund and who are not interested persons of any party to the Management Agreement.
At
the March 2022 Board Meeting, the Board considered various factors before approving the Management Agreement. The Board noted
that certain other closed-end funds overseen by the Board had a unitary fee structure and had prior conversations with respect
to those funds on unitary fees generally, industry practices and related matters. The Board considered the fact that under the
Management Agreement, the Fund’s management fees and certain other expenses will be a fixed percentage of the Fund’s
average daily Managed Assets that would not vary from year to year except to the extent that the Fund incurs fees or expenses
excluded from payment by the Adviser, as described below.
“Managed
Assets” means the total assets of the Fund, including assets attributable to leverage, minus liabilities (other than debt
representing leverage and any preferred stock that may be outstanding). The Board also noted that Fund fees and expenses, including
among others administration, transfer agency, custody, trustee, certain legal and audit fees and expenses, will be covered by
the unitary fee under the Management Agreement.
In
contrast, under the current arrangement for the Fund, the percentage level of total Fund fees and expenses could be expected to
vary from year to year.
The
fees and expenses excluded from payment by the Adviser under the Management Agreement are taxes and governmental fees (if any)
levied against the Fund; brokerage fees and commissions and other portfolio transaction expenses incurred by or for the Fund;
costs of borrowing money including interest expenses or engaging in other types of leverage financing; dividend and/or interest
expenses and other costs associated with the Fund’s issuance, offering, redemption and maintenance of preferred shares or
other instruments for the purpose of incurring leverage; fees and expenses of any underlying funds in which the Fund invests;
dividend and interest expenses on short positions taken by the Fund; fees and expenses, including travel expenses and fees and
expenses of legal counsel retained for the benefit of the Fund or directors of the Fund who are not officers, employees, partners,
stockholders or members of the Adviser or its affiliates; fees and expenses associated with and incident to stockholder meetings
and proxy solicitations involving contested elections of directors, stockholder proposals or other non-routine matters that are
not initiated or proposed by the Adviser; legal, marketing, printing, accounting and other expenses associated with any future
share offerings, such as rights offerings and shelf offerings, following the Fund’s initial offering; expenses associated
with tender offers and other share repurchases and redemptions; and other extraordinary expenses, including extraordinary legal
expenses, as may arise, including, without limit, expenses incurred in connection with litigation, proceedings, other claims and
the legal obligations of the Fund to indemnify its directors, officers, employees, stockholders, distributors and agents with
respect thereto.
The
following chart sets forth the current advisory fee rate, the current expense ratio and the proposed unitary fee rate under the
Management Agreement.
Advisory
Fee Rate (Advisory Agreement) |
Current
Total Annual Operating Expenses |
Unitary
Fee Rate (Management Agreement) |
1.00%
of average daily Managed Assets |
1.35%
of average daily Managed Assets 1 |
1.30%
of average daily Managed Assets |
Regardless
of the current structure, the proposal will not result in a change in the level and types of services provided to the Fund and,
without taking into account leverage, will not result in an increase in the Fund’s current net expense ratio. Taking into account leverage as of the date of the Proxy Statement, the proposal will not result in an increase in the Fund’s current
expense ratio; however, this may change as leverage changes over time.
The
Board also considered that the unitary fee structure would address the downside risk for stockholders that the total Fund expense
ratio might increase during periods when assets under management decline and Fund expenses become a larger percentage of Fund
assets. Conversely, the Board considered that the unitary fee structure would also generally eliminate the possibility for any
decrease in the total Fund expense ratio during periods when assets under management increased, which could lead to increased
profitability to RiverNorth and its affiliates as they achieve economies of scale. On balance, the Board concluded that the benefit
to stockholders resulting from protection from the risk of higher expense ratio outweighed the fact that an increase in Fund assets
would not necessarily result in a decrease in expense ratios. The Board noted that total fund expense ratio for the Fund had been
consistently higher, since its inception, than the proposed unitary fee rate and that generally it would require a significant
increase in assets or reduction in expenses for the proposed unitary fee rate to exceed such Fund’s level of expenses. The
Board also considered that it would have the opportunity to reconsider the proposed unitary fee rate each year (after the initial
two-year term of the Management Agreement) as part of the annual review and renewal of the Management Agreement. The Board also
considered that the adoption of a unitary fee structure by the Fund would mirror the fee structure already in place for several
other RiverNorth managed closed-end funds.
1
The Current Total Annual Operating Expenses were determined based on the Fund’s current leverage. Should leverage
increase, the Current Total Annual Operating Expenses would increase.
The
Board considered the two different fee structures and determined that it would be in stockholders’ best interests to switch
to a unitary fee structure.
Terms
of the Advisory Agreement and the Management Agreement
This
section summarizes the terms of the Management Agreement and the differences between the terms of the Management Agreement and
the terms of the Advisory Agreement.
The
material difference between the two Agreements is the change related to the Adviser’s assumption of responsibility for all
Fund operating expenses (subject to certain exclusions) as a result of the change to the unitary fee structure. The Management
Agreement proposed for the Fund is generally similar to the terms of the Fund’s Advisory Agreement, except for:
| ● | certain
services provided under the Advisory Agreement that are not explicitly specified in the
Management Agreement, |
| ● | scope
of the limitation of liability provisions, |
| ● | the
Advisory Agreement’s provision that provides that there are no third party beneficiaries
to the agreement, |
| ● | governing
laws for the two agreements, and |
| ● | Fund’s
limited rights regarding the use of the name “RiverNorth” under the Management
Agreement. |
RiverNorth
represented that the changes reflected in the proposed Management Agreement are intended to combine services provided by RiverNorth
in exchange for a Fund’s payment of the unitary fee and to clarify and modernize the terms of the Advisory Agreement. The
changes do not affect in any way the nature or quality of the services provided to the Fund.
Services
Provided. The investment advisory services to be provided by RiverNorth to the Fund under the Management Agreement are substantially
similar to those provided currently by ALPS under the Fund’s Advisory Agreement. Pursuant to the terms of the Management
Agreement, RiverNorth would provide the Fund with discretionary investment advice and furnish an investment program for the Fund
consistent with the investment objectives and policies of the Fund. While the Management Agreement does not explicitly state that
RiverNorth will (i) provide the Fund with the investment research and statistical data, advice and supervision, data processing
and clerical services and (ii) provide the Fund with access to certain office facilities, as specified under the Advisory Agreement,
RiverNorth has represented that this is modernized language and RiverNorth would be providing (i) and (ii) above to the Fund at
no expense to the Fund.
Limitation
of Liability. Under the Management Agreement, RiverNorth, its directors, officers, employees, stockholders, members, agents,
control persons or affiliates of any thereof shall not be liable for, or any damages, expenses or losses incurred by the Fund
in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered
under, or payments made pursuant to, this Agreement or any other matter to which the Management Agreement relates, except by reason
of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of RiverNorth’s
duties under the Management Agreement, or by reason of reckless disregard by any of such persons of RiverNorth’s obligations
and duties under the Management Agreement.
The
Advisory Agreement includes a similar provision, except that the Advisory Agreement provision does not specify its applicability
to the “directors, officers, employees, stockholders, members, agents, control persons or affiliates” of ALPS.
No
Third Party Beneficiaries. While the Advisory Agreement provides that there are no third party beneficiaries of the agreement,
the Management Agreement does not contain such provision.
The
summary of the Management Agreement is qualified by reference to the proposed Management Agreement attached to this Proxy Statement
as Appendix A. The Advisory Agreement is set forth in Appendix B.
Other
Provisions Under the Advisory Agreement and the Management Agreement
Use
of Subadvisers. Consistent with the Advisory Agreement, the Management Agreement specifically permits RiverNorth to enter
into subadvisory agreements with subadvisers to whom RiverNorth may delegate its responsibility for providing investment advice
and making investment decisions for the particular Fund or a portion thereof. Any such delegation does not relieve RiverNorth
from any liability under the Management Agreement.
While
the Management Agreement allows RiverNorth to delegate “any or all of the responsibilities,” under the Advisory Agreement,
the services that may be delegated are limited to the following: (i) managing the Fund’s assets and continuously investing
and reinvesting the Fund’s assets on a fully discretionary basis; (ii) making investment decisions for the Fund; (iii) determining
what securities shall be purchased for the Fund, and what securities shall be held or sold by the Fund; and (iv) determining what
portion of the Fund’s assets shall be held uninvested. Additionally, the Advisory Agreement specifies that should a subadviser
chooses to utilize reverse repurchase agreement obligations, derivative instruments or other instruments or trading practices
that, according to the Securities and Exchange Commission (“SEC”) or its staff, may cause senior securities concerns,
the monitoring of the use of such instruments or trading practices for compliance with the 1940 Act, or interpretations or modifications
by the SEC, SEC staff or other authority with appropriate jurisdiction, is the responsibility of the subadviser and not ALPS.
Limitation
of Liability to Fund Property. The Management Agreement sets forth that the obligations of the Fund under the Management Agreement
shall not be binding upon any of Directors, officers, employees, agents or nominees of the Fund, or any stockholders of any series
of the Fund, personally, but bind only the property of the Fund, as provided in the Articles of Incorporation. The Advisory Agreement
contains a similar provision but does not include “employees, agents or nominees” in the exclusion.
Governing
Law. While the Advisory Agreement is governed by the laws of the State of Delaware, the Management Agreement will be governed
by the laws of the State of Maryland.
Termination.
Both the Advisory Agreement and the Management Agreement terminate automatically in the event of an “assignment”
(as defined in the 1940 Act) and may be terminated without penalty at any time by majority vote of the entire Board, or by vote
of the holders of “a majority of the outstanding voting securities” (as defined in the 1940 Act) of a Fund, on 60
days’ written notice to RiverNorth, or by RiverNorth on 60 days’ written notice to the Fund. While the Advisory Agreement
provides that ALPS shall provide the Fund with reasonable written notice of any event, transaction, or circumstance that could
result in an assignment of the Advisory Agreement but the Management Agreement does not contain any similar provision.
Term
and Continuance of the Agreements. If approved by stockholders, the Management Agreement would become effective with respect
to a Fund on October 1, 2022 or such later date as is determined by the officers of the Fund after the Management Agreement is
approved by the Fund’s stockholders and would have an initial period of two years. Thereafter, the Management Agreement
would continue from year to year subject to annual renewal by the Board in conformity with the requirements of the 1940 Act. These
provisions are consistent with the provisions in the Advisory Agreement.
Use
of Name. The Management Agreement contains a provision delineating that the Fund acknowledges that all rights to the name
“RiverNorth” belongs to RiverNorth and that the Fund is being granted a limited license to use such name. The Advisory
Agreement does not contain any similar provision, but a separate agreement between RiverNorth and the Fund grants this license.
Consideration
by the Board
The
Board meets regularly throughout the year and considers factors that are relevant to its consideration of investment advisory
agreements at each meeting. The Board also meets for the specific purpose of considering approvals of amendments to and new investment
advisory agreements for the Fund. At the March 2022 Board Meeting, the Directors, including a majority of the Directors who are
not “interested persons” (as defined in the 1940 Act) of the Trust, Adviser or any of its affiliates (“Independent
Directors”), approved the Management Agreement on behalf of the Fund to take effect on October 1, 2022 or such later date
as is determined by the officers of the Fund after the Management Agreement is approved by the Fund’s stockholders.
As
part of their review of the Management Agreement, the Directors considered and reviewed information regarding the Proposal received
from the Adviser. They also considered information received in connection with the August 2021 board meeting when the Directors
last approved the Advisory Agreement for the Fund. This included comprehensive information concerning the nature and quality of
services provided by the Adviser, “fall-out” benefits received by the Adviser, and information on profitability and
performance of the Fund. Before voting on the Management Agreement, the Directors reviewed the agreement with representatives
of the Adviser, counsel to the Fund and independent Directors and received a memorandum from counsel discussing the legal standards
for their consideration of the Management Agreement. The Directors also discussed the Management Agreement in executive session
with counsel at which no representatives of the Adviser were present. A summary of the material factors evaluated by the Directors
in determining whether to approve Management Agreement is provided below.
The
Directors considered information provided with respect to the Fund over the course of the year, as well as the materials furnished
specifically in connection with this approval process. Each Director attributed his or her own evaluation of the significance
of the various factors and no factor alone was considered determinative. The Directors determined that the proposed compensation
to be received by RiverNorth from the Fund under the Management Agreement was fair and reasonable and that the approval of the
Management Agreement was in the best interests of the Fund and its stockholders.
The
factors summarized below were considered and discussed by the Directors in reaching their conclusions:
Nature,
Extent and Quality of Services
With
respect to the nature, extent and quality of the services to be provided by RiverNorth, the Directors considered the investment
management process that RiverNorth uses in managing the assets of the Fund, including the experience and capability of RiverNorth’s
management and other personnel responsible for the portfolio management of the Fund and compliance with the Fund’s investment
policies and restrictions. The Board noted that the RiverNorth personnel servicing the Fund would remain unchanged. The Directors
also considered the continued favorable assessment provided by ALPS as to the nature and quality of the services provided by RiverNorth
and the ability of RiverNorth to fulfill its contractual obligations.
Based
on the totality of the information considered, the Directors agreed that the Fund would benefit from the nature, extent and quality
of RiverNorth’s services, as the Fund’s proposed adviser, based on its experience, operations and resources and strong
track record in its role as the Fund’s sub-adviser.
Indirect Benefits
The
Board considered any ancillary or indirect benefits that could accrue to RiverNorth as a result of its relationships with the
Fund. The Board also considered that RiverNorth did not expect to receive any such ancillary benefits beyond reputational benefits
related to its role with Fund. The Board concluded that the benefits accruing to RiverNorth by virtue of its relationships to
the Fund appeared to be reasonable.
Costs
of Services Provided and Profitability to the Adviser and its Affiliates
While
information concerning the actual profitability to the Adviser and its affiliates with respect to the Management Agreement is
not available (because the Management Agreement is not yet in effect), the Directors received and considered information regarding
the anticipated profitability to the Adviser in providing services to the Fund. In conjunction with the consideration of the
Management Agreement, the Directors also considered that the Adviser’s profitability was not expected to change in the near
term as a result of the transition to the unitary fee structure. The Directors reviewed and discussed the profitability information.
The Directors recognized that this information is not audited and represents the Adviser’s determination of its and its
affiliates’ revenues from the contractual services to be provided to the Fund, less expenses of providing such services.
The Directors also recognized that it is difficult to make direct comparisons of profitability from fund investment advisory contracts
because comparative information is not generally publicly available and is affected by numerous factors, including the structure
of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the
fact that publicly-traded fund managers’ operating profits and net income are net of distribution and marketing expenses.
Based upon their review, the Directors concluded that the profitability to the Adviser was not unreasonable in light of the services
and benefits provided to the Fund.
Profitability
and Economies of Scale
In connection with its review of the Advisory
Agreement, the Board discussed potential economies of scale or other efficiencies that may result from increases in the Fund’s asset
levels. The Directors noted that the management fees and other expenses paid by the Fund under the Management Agreement would be the same
as or less than the amounts the Fund would have paid under the prior structure, taking into account current leverage; however, this may
change as leverage changes over time. The Directors further considered that stockholders would benefit because expenses would be limited
even if Fund assets decrease. The Directors also considered the fact that increases in assets may not lead to fee decreases even if economies
of scale were achieved, but that they will have the opportunity to further review the appropriateness of the fee payable to the Adviser
under the Management Agreement in the future.
Investment
Performance
The
Board reviewed the Fund’s investment performance over time and compared that performance to other funds in a peer group
comparison report from FUSE, an independent research firm that, among other services, provides assistance to investment companies
in connection with the advisory agreement approval process. The Board considered the Fund’s NAV and market price returns
relative to the returns for funds in the peer groups, noting on a NAV basis, the Fund had outperformed the FUSE peer group median
for the one-year, three-year and since inception periods. Using market price returns, the Directors acknowledged that the Fund
outperformed the FUSE peer group median return for the one-year and three-year periods. In comparison to the benchmark, the Board
noted that the Fund underperformed for the one-year, three-year and since inception periods. The Directors also considered the
Fund’s strong risk adjusted returns since inception, which they acknowledged were achieved despite the fact that the Fund
has generally seen a bull-market since inception. After considering all of the information provided, the Board agreed that the
Fund’s performance supported the approval of the Management Agreement with RiverNorth.
Fees
and Expense
The
Directors considered the contractual unitary management fee rate that will be paid by the Fund to the Adviser and compared that
rate to the information provided by the Adviser concerning management fee rates paid by other funds. The Directors also considered
information comparing the management fee for the Fund to the expense ratios of funds and accounts with similar investment objectives
or in similar asset classes managed by the Adviser.
The
Directors noted that the Fund’s estimated unitary management fees were in line with fees for identified peer funds. After
considering the factors identified above, in light of the information, the Directors concluded that the proposed management fees
were reasonable.
Accordingly,
in consideration of the factors discussed above, the Board recommends that stockholders vote for Proposal 1.
What
is the voting requirement for Proposal 1?
Approval
of Proposal 1 requires a “yes” vote of “a majority of the outstanding voting securities” (as defined in
the 1940 Act) of the Fund. Under the 1940 Act, the vote of “a majority of the outstanding securities” means the vote
of (i) 67% or more of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting
securities of the Fund are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of
the Fund, whichever is less.
If
stockholders of the Fund approve the Management Agreement, it will become effective on the later of: (1) October 1, 2022
and (2) such later date as is determined by the officers of the Fund after the Management Agreement is approved by the Fund’s
stockholders. In the event that sufficient votes to approve the proposal are not received, whether or not a quorum is present,
the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Alternatively,
if stockholders of the Fund do not approve the Management Agreement, the Advisory Agreement and Sub-Advisory Agreement will remain
in effect until terminated in accordance with their terms and the Board will consider whether to pursue alternative action.
Abstentions;
Voting Results
For
the purpose of voting on Proposal 1, withheld votes or abstentions will not be counted as votes cast. Withheld votes or abstentions,
however, will be considered to be present at the Meeting for purposes of determining the existence of the Fund’s quorum
and will have the same effect as votes cast against Proposal 1.
THE
BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE IN FAVOR OF PROPOSAL 1
Additional
Information about RiverNorth
The
following table identifies the name and principal occupation of the principal executive officers and each member of the Board
of Managers of RiverNorth. The address of each of them is c/o 360
South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401.
Name |
Principal
Occupation |
Patrick
W. Galley |
Board
of Managers; Chief Executive Officer and Chief Investment Officer |
Brian
H. Schmucker |
Board of Managers |
Jon
Mohrhardt |
Board
of Managers; President and Chief Operating Officer |
Marcus L. Collins |
Secretary and General Counsel |
Patrick
W. Galley is a stockholder of RiverNorth. The officers listed on Appendix C are officers and/or employees of RiverNorth’s
parent company, RiverNorth Financial Holdings, LLC, or any of its affiliates. No officers of the Fund hold securities of RiverNorth or
its affiliates.
The
Adviser acts as investment adviser to the following investment companies that have substantially similar investment objective
and strategies as the Fund:
Fund |
Fund
Assets as of [ ], 2022 |
Investment
Advisory Fee Rate |
Expense
Limitation |
RiverNorth Core Opportunity Fund |
|
1.00% |
None |
GENERAL
INFORMATION ABOUT THE FUND
Portfolio
Transactions and Brokerage
The
Fund paid brokerage commissions of $38,494 to an affiliated broker-dealer during the fiscal year ended July 31, 2021.
OTHER
MATTERS TO COME BEFORE THE MEETING |
|
The
Directors of the Fund do not intend to present any other business at the Meeting, nor are they aware that any stockholder intends
to do so. If, however, any other matters, including adjournments, are properly brought before a Meeting, the persons named in
the accompanying form of proxy will vote thereon in accordance with their judgment.
Organization
and Operation of the Fund
The
Fund was organized as a Maryland corporation on September 9, 2010 and is registered as a diversified, closed-end management investment
company under the 1940 Act. The Fund commenced investment operations on December 24, 2015. ALPS Fund Services, Inc. (“AFS”)
is the Fund’s administrator. ALPS.is the Fund’s investment adviser. Each of the Fund, ALPS and AFS are located at
1290 Broadway, Suite 1000, Denver, CO 80203. DST Systems, Inc., an affiliate of ALPS and AFS, is the Fund’s transfer agent
and is located at 333 West 11th Street, 5th floor, Kansas City, Missouri 64105. RiverNorth Capital Management, LLC is the Fund’s
investment sub-adviser and is located at 360 South Rosemary Avenue, West Palm Beach, Florida 33401.
Principal
Shareholders of the Fund
Appendix
C includes information on the persons who owned of record, or were known to own beneficially, 5% or more of the outstanding shares
of the Fund.
Information
about Directors and Officers of the Fund
Information
about Directors and Officers of the Fund can be found in Appendix D.
Purchases
or Sales of Securities of the Adviser
Since
the beginning of the most recently completed fiscal year, no Director of the Fund has made any purchases or sales of securities
involving more than 1% of the outstanding securities of any class of RiverNorth or any of its affiliates.
Other
Methods and Costs of Proxy Solicitation
In
addition to the solicitation of proxies by mail, officers of the Fund and officers and regular employees of DST Systems, Inc.
(“DST”), the Fund’s transfer agent, AFS and affiliates of DST, AFS, the Adviser or Sub-Adviser, as well as other
representatives of the Fund may also solicit proxies by telephone or Internet. The expenses incurred in connection with preparing
the Proxy Statement and its enclosures will be paid by the Adviser. In addition, the Fund has engaged Computershare Fund Services
(“Computershare”) to assist in the proxy effort for the Fund. Under the terms of the engagement, Computershare will
be providing a web site for the dissemination of these proxy materials, printing, mailing and tabulation services. The estimated
fees anticipated to be paid to Computershare is approximately $83,777. The Adviser will also reimburse brokerage firms and others
for their expenses in forwarding solicitation materials to the beneficial owners of the Fund’s Common Shares and Preferred
Shares.
Stockholder
Communications with Board of Directors
Stockholders
may mail written communications to the Fund’s Board, to committees of the Board or to specified individual Directors in
care of the Secretary of the Fund, 1290 Broadway, Suite 1000, Denver, Colorado 80203. All stockholder communications received
by the Secretary will be forwarded promptly to the Board, the relevant Board’s committee or the specified individual Directors,
as applicable, except that the Secretary may, in good faith, determine that a stockholder communication should not be so forwarded
if it does not reasonably relate to the Fund or its operations, management, activities, policies, service providers, Board, officers,
stockholders or other matters relating to an investment in the Fund or is purely ministerial in nature.
Proxy
Delivery and Householding
If
you and another stockholder share the same address, the Fund may only send one Proxy Statement unless you or the other stockholders(s)
request otherwise. Call or write to the Fund if you wish to receive a separate copy of the Proxy Statement, and the Fund will
promptly mail a copy to you. You may also call or write to the Fund if you wish to receive a separate proxy in the future or if
you are receiving multiple copies now and wish to receive a single copy in the future. You may contact the Fund at 1290 Broadway,
Suite 1000, Denver, Colorado 80203, or by telephone at (855) 830-1222.
YOUR
VOTE IS IMPORTANT! Please VOTE By ANY OF THE FOLLOWING METHODS:
| (1) | date
and sign the enclosed proxy and return it promptly in the enclosed reply envelope; |
| (2) | VISIT
THE WEBSITE LISTED ON YOUR PROXY CARD; OR |
| (3) | CALL
THE NUMBER LISTED ON YOUR PROXY CARD. |
IF
VOTING BY PAPER, IT IS IMPORTANT THAT THE PROXY BE RETURNED PROMPTLY. YOU MAY ALSO VOTE BY ATTENDING THE MEETING TELEPHONICALLY.
APPENDIX
A
MANAGEMENT
AGREEMENT
| TO: | RiverNorth
Capital Management, LLC
360 South Rosemary Avenue, Suite 1420
West Palm Beach, Florida 33401 |
Dear
Sirs:
RiverNorth
Opportunities Fund, Inc. (the “Company”) herewith confirms our agreement with you.
The
Company has been organized to engage in the business of a closed-end management investment company.
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.
Subject
to the supervision of the Board of Directors of the Company, you will provide or arrange to be provided to the Fund such investment
advice as you in your discretion deem advisable and will furnish or arrange to be furnished a continuous investment program for
the Fund consistent with the Fund’s investment objective and policies. You will determine or arrange for others to determine
the securities to be purchased for the Fund, the portfolio securities to be held or sold by the Fund and the portion of the Fund’s
assets to be held uninvested, subject always to the Fund’s investment objective, policies and restrictions, as each of the
same shall be from time to time in effect, and subject further to such policies and instructions as the Board may from time to
time establish. You will furnish such reports, evaluations, information or analyses to the Company as the Board of Directors of
the Company may request from time to time or as you may deem to be desirable. You also will advise and assist the officers of
the Company in taking such steps as are necessary or appropriate to carry out the decisions of the Board and the appropriate committees
of the Board regarding the conduct of the business of the Company.
You
may delegate any or all of the responsibilities, rights or duties described above to one or more sub-advisers who shall enter
into agreements with you, provided the agreements are approved and ratified (i) by the Board including a majority of the Directors
who are not interested persons of you or of the Company, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) if required under interpretations of the Investment Company Act of 1940, as amended (the “Act”)
by the Securities and Exchange Commission or its staff, by vote of the holders of a majority of the outstanding voting securities
of the applicable Fund (unless the Company has obtained an exemption from the provisions of Section 15(a) of the Act). Any such
delegation shall not relieve you from any liability hereunder.
| 3. | ALLOCATION
OF CHARGES AND EXPENSES |
As
part of the unified management fee payable hereunder, you will provide or cause to be furnished all supervisory and administrative
and other services reasonably necessary for the operation of the Fund, except (unless otherwise described in the Fund’s
Prospectus or otherwise agreed to in writing), the Fund will pay, in addition to the unified management fee, taxes and governmental
fees, if any, levied against the Fund; brokerage fees and commissions and other portfolio transaction expenses incurred by or
for the Fund; costs, including interest expenses, of borrowing money or engaging in other types of leverage financing including,
without limit, through the use by the Fund of tender option bond transactions; costs, including dividend and/or interest expenses
and other costs (including, without limit, offering and related legal costs, fees to brokers, fees to auction agents, fees to
transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred
shares or other securities issued by the Fund and other related requirements in the Fund’s organizational documents) associated
with the Fund’s issuance, offering, redemption and maintenance of preferred shares or other instruments (such as the use
of tender option bond transactions) for the purpose of incurring leverage; fees and expenses of any Underlying Funds in which
the Fund invests; dividend and interest expenses on short positions taken by the Fund; fees and expenses, including travel expenses
and fees and expenses of legal counsel retained for the benefit of the Fund or directors of the Fund who are not officers, employees,
partners, shareholders or members of the Adviser or its affiliates; fees and expenses associated with and incident to shareholder
meetings and proxy solicitations involving contested elections of directors, shareholder proposals or other non-routine matters
that are not initiated or proposed by the Adviser; legal, marketing, printing, accounting and other expenses associated with any
future share offerings, such as rights offerings and shelf offerings, following the Fund’s initial offering; expenses associated
with tender offers (other than any Eligible Tender Offer) and other share repurchases and redemptions; and other extraordinary
expenses, including extraordinary legal expenses, as may arise, including, without limit, expenses incurred in connection with
litigation, proceedings, other claims and the legal obligations of the Fund to indemnify its directors, officers, employees, shareholders,
distributors and agents with respect thereto.
You
will also pay the compensation of any sub-adviser retained pursuant to paragraph 2 above and the compensation and expenses of
any persons rendering portfolio management services to the Company who are directors, officers, employees, members or stockholders
of your corporation or limited liability company. You will make available to the Board of Directors, without expense to the Fund,
such of your employees as the Board may request to participate in Board meetings and provide such reports and other assistance
as the Directors may reasonably request.
| 4. | COMPENSATION
OF THE MANAGER |
For
all of the services to be rendered as provided in this Agreement, as of the last business day of each month, the Fund will pay
you a fee based on the average value of the daily managed assets of the Fund and paid at an annual rate as set forth on the Exhibit
executed with respect to the Fund and attached hereto.
The
average value of the daily managed assets of a Fund shall be determined pursuant to the applicable provisions of the Articles
of Incorporation or a resolution of the Board of Directors, if required. If, pursuant to such provisions, the determination of
net asset value of a Fund is suspended for any particular business day, then for the purposes of this paragraph, the value of
the managed assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the business
day, or as of such other time as the value of the Fund’s net assets may lawfully be determined, on that day. If the determination
of the net asset value of a Fund has been suspended for a period including such month, your compensation payable at the end of
such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior
to such month).
| 5. | EXECUTION
OF PURCHASE AND SALE ORDERS |
In
connection with purchases or sales of portfolio securities for the account of a Fund, it is understood that you (or the applicable
sub-adviser retained pursuant to paragraph 2 above) will arrange for the placing of all orders for the purchase and sale of portfolio
securities for the account with brokers or dealers selected by you (or the sub-adviser), subject to review of this selection by
the Board of Directors from time to time. You (or the sub-adviser) will be responsible for the negotiation and the allocation
of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, you
(or the sub-adviser) are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors
as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility
and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer.
You
(or the sub-adviser) should generally seek favorable prices and commission rates that are reasonable in relation to the benefits
received. In seeking best qualitative execution, you (or the sub-adviser) are authorized to select brokers or dealers who also
provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion. You
(or the sub-adviser) are authorized to pay a broker or dealer who provides such brokerage and research services a commission for
executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if you (or the sub-adviser) determine in good faith that the amount of the commission is reasonable
in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination
may be viewed in terms of either a particular transaction or your (or the sub-adviser’s) overall responsibilities with respect
to the Fund and to accounts over which you (or the sub-adviser) exercise investment discretion. The Fund and you (and the sub-adviser)
understand and acknowledge that, although the information may be useful to the Fund and you (and the sub-adviser), it is not possible
to place a dollar value on such information. The Board of Directors shall periodically review the commissions paid by the Fund
to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.
A
broker’s or dealer’s sale or promotion of Fund shares shall not be a factor considered by your personnel responsible for
selecting brokers to effect securities transactions on behalf of the Fund. You and your personnel shall not enter into any written
or oral agreement or arrangement to compensate a broker or dealer for any promotion or sale of Fund shares by directing to such
broker or dealer (i) the Fund’s portfolio securities transactions or (ii) any remuneration, including but not limited to, any
commission, mark-up, mark down or other fee received or to be received from the Fund’s portfolio transactions through such broker
or dealer. However, you may place Fund portfolio transactions with brokers or dealers that sell or promote shares of the Fund
provided the Board of Directors has adopted policies and procedures under Rule 12b-1(h) under the Act and such transactions are
conducted in compliance with those policies and procedures.
Subject
to the provisions of the Act, and other applicable law, you (or the sub-adviser), any of your (and the sub-adviser’s) affiliates
or any affiliates of your (or the sub-adviser’s) affiliates may retain compensation in connection with effecting a Fund’s
portfolio transactions, including transactions effected through others. If any occasion should arise in which you (or the sub-adviser)
give any advice to your clients (or clients of the sub-adviser) concerning the shares of a Fund, you (or the sub-adviser) will
act solely as investment counsel for such client and not in any way on behalf of the Fund.
You
will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which
assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to
be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy
voting policy, and any amendments thereto, to the Company prior to the execution of this Agreement
You
have adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Company
with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement
is in effect, you will provide to the Board of Directors of the Company a written report that describes any issues arising under
the code of ethics since the last report to the Board of Directors, including, but not limited to, information about material
violations of the code and sanctions imposed in response to the material violations; and which certifies that you have adopted
procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code.
| 8. | SERVICES
NOT EXCLUSIVE/USE OF NAME |
Your
services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that you may render
investment advice, management and other services to others, including other registered investment companies, provided, however,
that such other services and activities do not, during the term of this Agreement, interfere in a material manner, with your ability
to meet all of your obligations with respect to rendering services to the Fund.
The
Company and you acknowledge that all rights to the name “RiverNorth” or any variation thereof belong to you, and that
the Company is being granted a limited license to use such words in its Fund name or in any class name. In the event you cease
to be the adviser to the Fund, the Company’s right to the use of the name “RiverNorth” shall automatically cease
on the ninetieth day following the termination of this Agreement. The right to the name may also be withdrawn by you during the
term of this Agreement upon ninety (90) days’ written notice by you to the Company. Nothing contained herein shall impair
or diminish in any respect, your right to use the name “RiverNorth” in the name of, or in connection with, any other
business enterprises with which you are or may become associated. There is no charge to the Company for the right to use this
name.
| 9. | LIMITATION
OF LIABILITY OF MANAGER |
You
may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the Act
or the rules thereunder, neither you nor your directors, officers, employees, shareholders, members, agents, control persons or
affiliates of any thereof shall be subject to any liability for, or any damages, expenses or losses incurred by the Company in
connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered
under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except by reason of willful
misfeasance, bad faith or gross negligence on the part of any such persons in the performance of your duties under this Agreement,
or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement.
Any
person, even though also a director, officer, employee, shareholder, member or agent of you, who may be or become a Director,
officer, employee or agent of the Company, shall be deemed, when rendering services to the Company or acting on any business of
the Company (other than services or business in connection with your duties hereunder), to be rendering such services to or acting
solely for the Company and not as a director, officer, employee, shareholder, member, or agent of you, or one under your control
or direction, even though paid by you.
| 10. | DURATION
AND TERMINATION OF THIS AGREEMENT |
The
term of this Agreement shall begin on the date of this Agreement for the Fund that has executed an Exhibit hereto as of the date
of this Agreement and shall continue in effect with respect to the Fund (and any subsequent Fund added pursuant to an Exhibit
executed during the initial two-year term of this Agreement) for a period of two years. This Agreement shall continue in effect
from year to year thereafter, subject to termination as hereinafter provided, if such continuance is approved at least annually
by (a) a majority of the outstanding voting securities of the Fund or by vote of the Company’s Board of Directors, cast
in person at a meeting called for the purpose of voting on such approval, and (b) by vote of a majority of the Directors of the
Company who are not parties to this Agreement or “interested persons” of any party to this Agreement, cast in person
at a meeting called for the purpose of voting on such approval. If a Fund is added pursuant to an Exhibit executed after the date
of this Agreement as described above, this Agreement shall become effective with respect to that Fund upon execution of the applicable
Exhibit and shall continue in effect for a period of two years from the date thereof and from year to year thereafter, subject
to approval as described above.
This
Agreement may, on sixty (60) days written notice, be terminated with respect to the Fund, at any time without the payment of any
penalty, by the Board of Directors, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This
Agreement shall automatically terminate in the event of its assignment.
| 11. | AMENDMENT
OF THIS AGREEMENT |
No
provision of this Agreement may be changed, waived, discharged or terminated orally, and no amendment of this Agreement shall
be effective until approved by the Board of Directors, including a majority of the Directors who are not interested persons of
you or of the Company, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations
of the Act by the Securities and Exchange Commission or its staff) by vote of the holders of a majority of the outstanding voting
securities of the Fund to which the amendment relates.
| 12. | LIMITATION
OF LIABILITY TO COMPANY PROPERTY |
The
term “RiverNorth managed closed-end funds” means and refers to the Directors from time to time serving under the Company’s
Articles of Incorporation as the same may subsequently thereto have been, or subsequently hereto be, amended. It is expressly
agreed that the obligations of the Company hereunder shall not be binding upon any of Directors, officers, employees, agents or
nominees of the Company, or any shareholders of any series of the Company, personally, but bind only the property of the Company
(and only the property of the applicable Fund), as provided in the Articles of Incorporation. The execution and delivery of this
Agreement have been authorized by the Directors and shareholders of the applicable Fund and signed by officers of the Company,
acting as such, and neither such authorization by such Directors and shareholders nor such execution and delivery by such officers
shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall
bind only the property of the Company (and only the property of applicable Fund) as provided in its Articles of Incorporation.
A copy of the Articles of Incorporation is on file with the Secretary of State of Maryland.
In
the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder
of this Agreement, which shall continue to be in force.
In
compliance with the requirements of Rule 31a-3 under the Act, you agree that all record which you maintain for the Company are
the property of the Company and you agree to surrender promptly to the Company such records upon the Company’s request.
You further agree to preserve for the periods prescribed by Rule 31a-2 under the Act all records which you maintain for the Company
that are required to be maintained by Rule 31a-1 under the Act.
| 15. | QUESTIONS
OF INTERPRETATION |
(a)
This Agreement shall be governed by the laws of the State of Maryland.
(b)
For the purpose of this Agreement, the terms “assignment,” “majority of the outstanding voting securities,”
“control” and “interested person” shall have their respective meanings as defined in the Act and rules
and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under
the Act; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act
of 1934.
(c)
Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof,
if any, by the United States courts or in the absence of any controlling decision of any such court, by the Securities and Exchange
Commission or its staff. In addition, where the effect of a requirement of the Act, reflected in any provision of this Agreement,
is revised by rule, regulation, order or interpretation of the Securities and Exchange Commission or its staff, such provision
shall be deemed to incorporate the effect of such rule, regulation, order or interpretation.
Any
notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address
as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the
address of the Company is 360 South Rosemary Avenue, West Palm Beach, Florida 33401.
You
agree to treat all records and other information relating to the Company and the securities holdings of the Fund as confidential
and shall not disclose any such records or information to any other person unless (i) the Board of Directors of the Company has
approved the disclosure or (ii) such disclosure is compelled by law. In addition, you, and your officers, directors and employees
are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Fund, as a result of disclosing
the Fund’s portfolio holdings. You agree that, consistent with your Code of Ethics, neither your nor your officers, directors
or employees may engage in personal securities transactions based on nonpublic information about the Fund’s portfolio holdings.
This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Each
of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf
of the party indicated, and that his signature will operate to bind the party indicated to the foregoing terms.
The
captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
If
you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and
return such counterpart to the Company, whereupon this letter shall become a binding contract upon the date thereof.
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Yours
very truly,
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RiverNorth Opportunities Fund, Inc. |
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Dated:
as of ______, 2022 |
By: |
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Print
Name: |
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Title: |
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The
foregoing Agreement is hereby accepted.
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RiverNorth
Capital Management, LLC |
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Dated: as
of ______, 2022 |
By: |
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Print Name: |
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Title: |
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Exhibit 1
Fund |
Percentage
of Average
Daily
Managed Assets |
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RiverNorth
Opportunities Fund, Inc. |
1.35% |
APPENDIX
B
RIVERNORTH
OPPORTUNITIES FUND, INC.
INVESTMENT
ADVISORY AGREEMENT
This
Investment Advisory Agreement (the “Agreement”) is made and entered into as of this 29th day of June, 2018, by and
between ALPS Advisors, Inc., a Colorado corporation (the Adviser”), and RiverNorth Opportunities Fund, Inc., a Maryland
corporation (the “Fund”).
WHEREAS,
the Fund is registered as a closed-end, non-diversified management investment company under the Investment Company Act of 1940,
as amended (the “1940 Act”);
WHEREAS,
this Agreement has received the requisite approval (as required under the 1940 Act) of the Board of Directors (the “Board”)
of the Fund and the majority of the Fund’s stockholders, and the Adviser is willing to furnish certain investment advisory
services upon the terms and conditions herein set forth.
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as
follows:
1
Appointment of the Adviser. The Fund desires to employ its capital by investing
and reinvesting in investments of the kind and in accordance with the limitations specified in its Articles of Amendment and Restatement,
as may be amended from time to time (the “Articles”), and in accordance with the stated investment objectives, policies
and restrictions of the Fund as from time to time are in effect pursuant to the Fund’s Prospectus and Statement of Additional
Information or the direction of the Board (the “Investment Policies”), and in the manner and to the extent as may
from time to time be approved by the Board. The Fund desires to employ and hereby appoints the Adviser to act as investment adviser
to the Fund with full discretion to invest and reinvest the Fund’s assets in accordance with the Articles and the Investment
Policies, subject to the Board’s general supervision and direction. The Adviser accepts the appointment and agrees to furnish
the services described herein for the compensation set forth below.
2. Delivery
of Fund Documents. The Fund has furnished the Adviser with copies, properly certified or authenticated, of each of the following:
| b. | By-laws
(the “By-Laws”); |
| c. | Resolutions
of the Board of Directors of the Fund selecting ALPS Advisors, Inc. as Adviser to the
Fund and approving the form of this Agreement; and |
| d. | the
Fund’s most recently filed Registration Statement on Form N-2, including its Prospectus
and Statement of Additional Information (the “Registration Statement”). |
The
Fund will furnish the Adviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing, if any.
3. Services
provided by the Adviser. Subject to the general supervision and direction of the Board, the Adviser will: (a) manage the Fund’s
assets and continuously invest and reinvest the Fund’s assets on a fully discretionary basis; (b) furnish a continual investment
program for the Fund in accordance with the Fund’s Investment Policies; (c) make investment decisions for the Fund; (d)
provide the Fund with investment research and statistical data, advice and supervision, data processing and clerical services;
(e) provide the Fund with access to certain office facilities, which may be the Adviser’s own offices; (f) determine what
securities shall be purchased for the Fund, and what securities shall be held or sold by the Fund; (g) determine what portion
of the Fund’s assets shall be held uninvested; (h) review asset allocations and investment policies with the Board every
quarter; (i) advise and assist the officers of the Fund in taking such steps as are necessary or appropriate to carry out the
decisions of the Board and its committees with respect to the foregoing matters and the conduct of the business of the Fund; and
(j) otherwise manage the Fund’s business affairs.
In
addition, the Adviser will furnish the Fund with whatever statistical information the Fund may reasonably request with respect
to the securities or other assets that the Fund may hold or contemplate purchasing. Further, the Adviser will keep the Fund informed
of developments materially affecting the Fund, and will, on its own initiative, furnish the Fund from time to time with whatever
information the Adviser believes is appropriate for this purpose.
The
Adviser may provide the services described in (a), (c) (f) and (g) above, either directly or by appointing suitable sub-advisers
(each a “Sub-Adviser” and collectively, the “Sub-Advisers”). The Adviser’s responsibilities under
Section 7 (brokerage selection), Section 9 (books and records), Section 10(b) (valuation and significant events) and Section 11
(voting) with respect to a Sub-Adviser’s Sub-Account (defined below) shall be fulfilled by that Sub-Adviser. The appointment
of Sub-Advisers shall be subject to approval by the Board and, to the extent required by the 1940 Act or any other law or regulation,
approval of the shareholders of the Fund. Further, Sub-Advisers shall serve as such only pursuant to a written agreement that
complies in all respects with, and has been approved in accordance with, applicable requirements of the 1940 Act. With respect
to any and all Sub-Advisers, the Adviser will (a) advise the Board which Sub-Advisers the Adviser believes are best suited to
serve as such with respect to the assets of the Fund to be allocated to separate sub-accounts (“Sub-Accounts”) of
such Sub-Adviser; (b) monitor and evaluate the investment performance of each Sub-Adviser’s Sub-Account; (c) allocate and
reallocate the portion of the Fund’s assets to be managed by each Sub-Adviser in its Sub-Account; (d) recommend terminations
or additions of Sub-Advisers when deemed appropriate by the Adviser; (e) coordinate and monitor the investment activities of the
Sub-Advisers relative to the Sub-Accounts to ensure compliance with the Fund’s Investment Policies and applicable laws,
including the 1940 Act and Internal Revenue Code of 1986, as amended; (f) implement procedures reasonably designed to ensure that
the Sub-Advisers comply with the Fund’s Investment Policies and with any other policies, restrictions, guidelines or limitations
of the Fund or the Adviser relative to the Sub-Adviser’s management of the Sub-Account; and (g) provide reports and information
to the Fund regarding the Sub-Advisers and their performance as the Fund may reasonably request from time to time. Sub-Advisers
will be compensated from the Adviser’s fee hereunder and will not receive a separate fee from the Fund.
The
Adviser is also responsible for making recommendations to the Board regarding, and monitoring (for purposes of 1940 Act compliance,
general market conditions and otherwise), the Fund’s use of bank borrowings (other than reverse repurchase agreements) or
other similar term loans and the Fund’s issuance of preferred shares (or other “senior securities” in the form
of debt or stock pursuant to Section 18 of the 1940 Act) if any. Notwithstanding anything contained herein to the contrary, should
a Sub-Adviser choose to utilize reverse repurchase agreement obligations, derivative instruments or other instruments or trading
practices that, according to the Securities and Exchange Commission (“SEC”) or its staff, may cause senior securities
concerns, the Fund acknowledges that the monitoring of the use of such instruments or trading practices for compliance with the
1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, is the responsibility
of the Sub-Adviser and not the Adviser.
The
Adviser will also execute the roadshow by providing the Fund with a sales team for the roadshow including regional wholesalers,
internal wholesalers and members of the Adviser’s senior management team. The Adviser will: (a) assist in writing and developing
all sales and marketing materials for the Fund; (b); coordinate the roadshow and syndication; (c) provide secondary market support
to the Fund with the wholesaling team; (d) provide a toll free phone line with registered representatives; (e) produce marketing
pieces (including fact sheets, slicks and brochures); (f) create presentations related to the Fund; and (g) create web architecture,
design, layout and maintenance.
In
all of its activities hereunder, the Adviser and its directors, officers and employees shall act in strict conformity with the
Investment Policies, the Articles and By-laws, the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers
Act”), and any and all other applicable laws, rules or regulations.
4. Allocation
of Charges and Expenses. The Adviser will make available, without expense to the Fund, the services of such of its officers,
directors and employees as may be duly elected as officers or directors of the Fund, subject to the individual consent of such
persons to serve and to any limitations imposed by law. The Adviser will pay all expenses incurred in performing its services
under this Agreement, including compensation of and office space for directors, officers and employees of the Adviser connected
with management of the Fund and compensation of Sub-Advisers. The Adviser will not be required to pay any investment advisory
related expenses of the Fund other than those specifically allocated to it in this paragraph. In particular, but without limiting
the generality of the foregoing, the Fund will be required to pay brokerage and other expenses of executing the Fund’s portfolio
transactions; taxes or governmental fees; interest charges and other costs of borrowing funds; litigation and indemnification
expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business.
5. Compensation
of the Adviser. In consideration for the services to be performed under this Agreement, the Adviser shall receive from the
Fund a management fee, calculated on a monthly basis at the annual rate of 1.00% of the Fund’s average Managed Assets”
during the month. “Managed Assets” means the total assets of the Fund, including assets attributable to leverage,
minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding). For this purpose, asset
values will be the same as those that the Fund uses to calculate its daily net asset value pursuant to the requirements of the
1940 Act. If the Adviser provides services to the Fund under this Agreement for a period of less than a full calendar month, the
Advisory Fee will be proportionately reduced to reflect only the number of days during the month the Fund was under the Adviser’s
management. Compensation of Sub-Advisers shall be paid from the amounts paid to the Adviser hereunder.
6. Services
to Other Accounts. The Fund understands that the Adviser acts as investment adviser to other managed accounts. Whenever the
Fund and one or more other accounts advised by the Adviser are prepared to purchase or sell the same security or other assets,
available purchase or sale opportunities will be allocated among the Adviser’s advisory accounts in accordance with the
written policies of the Adviser and in a manner believed by the Adviser to be fair and equitable to each entity under the specific
circumstances and consistent with Adviser’s fiduciary duties. The Fund recognizes that in some cases this procedure may
affect adversely the price paid or received by the Fund or the size of the position purchased or sold by the Fund. In addition,
the Fund understands that the persons employed by the Adviser to provide service to the Fund in connection with the performance
of the Adviser’s duties under this Agreement will not devote their full time to that service. Moreover, nothing contained
in this Agreement will be deemed to limit or restrict the right of the Adviser or any “affiliated person” of the Adviser
to engage in and devote time and attention to other businesses or to render services of whatever kind or nature to other persons
or entities, including serving as investment adviser to, or employee, officer, director or trustee of, other investment companies.
7. Brokerage
and Avoidance of Conflicts of Interest. In connection with purchases or sales of securities and other assets for the account
of the Fund, neither the Adviser nor any of its directors, trustees, officers, employees or other “affiliated person”
(as that term is defined in the 1940 Act) will act as a principal or agent or receive any commission or other compensation with
respect to such purchases or sales. The Adviser shall arrange for the placing of all orders for the purchase and sale of securities
or other assets for the Fund’s account with brokers or dealers selected by the Adviser. In the selection of such brokers
or dealers and the placing of such orders, the Adviser will use its best efforts to seek for the Fund the most favorable execution
and net price available and will consider all factors the Adviser deems relevant in making such decisions including, but not limited
to, price (including any applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational
facilities of the firm involved and the firm’s risk in positioning a block of securities.
Subject
to the foregoing, the Adviser may, on behalf of the Fund, pay brokerage commissions to a broker which provides brokerage and research
services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i)
the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services
provided by the executing broker in terms of the particular transaction or in terms of the Adviser’s overall responsibilities
with respect to the Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in
compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulations,
and (iii) in the opinion of the Adviser, the total commissions paid by the Fund will be reasonable in relation to the benefits
to the Fund over the long term. It is recognized that the services provided by such brokers may be useful to the Adviser in connection
with the Adviser’s services to other clients in addition to the Fund.
8. Standard
of Care; Limitation of Liability. The Adviser will exercise its best judgment in rendering the services described herein.
The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by the Adviser of its obligations and duties under this
Agreement, or a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which
case any award of damages shall be limited to the period and amount set forth in Section 36(b)(3) of the 1940 Act).
9. Books
and Records. The Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules
and regulations promulgated thereunder with respect to transactions made by it on behalf of the Fund including, without limitation,
the books and records required by Rule 31a-l under the 1940 Act. The Adviser will also preserve all such books and records for
the periods prescribed in Rule 31a-2 under the 1940 Act. The Adviser further agrees that all books and records maintained hereunder
shall be made available to the Fund at any time upon reasonable request, including facsimile, as soon as practicable. Upon termination
of this Agreement, the Adviser, at it expense, shall promptly upon demand, return to the Fund any and all such records in a format
reasonably requested by the Fund. The Adviser shall not be required to maintain books and records that are required to be maintained
by the Fund’s administrator (other than those that the Adviser is nevertheless required to maintain pursuant to applicable
laws and regulations).
10. Reports,
Information and Valuation. (a) The Adviser will furnish to the Fund, from time to time and as the Fund may request, reports
and other data or information on portfolio transactions and reports and other data or information on investments held in the portfolio
or regarding the Sub-Advisers, all in such detail and in such frequency as may be reasonably requested from time to time. The
Adviser will also provide the Fund, on a regular basis, with economic and investment analysis and reports or other investment
services normally available to institutional or other clients of the Adviser. The Adviser will make available its officers and
employees to discuss with the Board the investments of the Fund and the Sub-Advisers’ performance, quarterly, or upon due
notice, at a time requested by the Board. The Adviser further agrees that it will not change the Fund’s investment strategies,
as set forth in the Investment Policies, without the Fund’s approval, or change portfolio managers or portfolio management
team members, or other key personnel, without providing prompt notice to the Fund.
(b)
On an ongoing basis, the Adviser shall monitor market developments for significant events occurring after the close of the primary
markets for particular portfolio investments that may materially affect their value, and shall promptly notify the Fund of any
such event that comes to the Adviser’s attention. In addition, the Adviser will respond promptly to a request from the Fund
for information needed to assist the Fund in the valuation of any portfolio investment, and to provide to the Fund such information
as is in the Adviser’s possession regarding the same.
(c)
The Adviser shall also cooperate with the Fund’s legal counsel, any counsel to the Fund’s directors who are not “interested
persons” of the Fund (as that term is defined under the 1940 Act) and the Fund’s independent public accounting firm.
11. Voting.
The Adviser will, unless and until otherwise directed by the Fund, exercise all investor rights with respect to assets held by
the Fund, including but not limited to voting proxies pursuant to its proxy voting policies and procedures. If requested by the
Fund, the Adviser will report to the Fund regarding such voting in a format reasonably requested by the Fund. The Adviser represents
that it has adopted and implemented written policies and procedures that are reasonably designed to ensure that the Adviser votes
proxies in the best interest of the Fund in compliance with the requirements of Rule 206(4)-6 under the Advisers Act. The Adviser
shall promptly provide notice and copies of any material changes to its policies procedures or other guidelines for voting proxies
to the Fund. Upon request, the Adviser shall provide the Fund with a complete and current copy of its policies, procedures and
other guidelines or a description of the same for the purpose of disclosing such information as required by applicable law.
The
Adviser will promptly inform and forward to the Fund any and all information received by Adviser relating to any class action
or other litigation, any bankruptcy matters, or any other legal proceedings involving the Fund’s portfolio investments.
12. Compliance
Matters. The Adviser shall promptly provide the Fund’s Chief Compliance Officer (“CCO”), upon request, copies
of its policies and procedures for compliance by the Adviser and the Fund with the Federal Securities Laws as defined in Rule
38a-1 under the 1940 Act and promptly provide the CCO with copies of any material changes to those policies and procedures. The
Adviser shall cooperate with the CCO as to facilitate the CCO’s performance of his/her responsibilities under Rule 38a-1
to review, evaluate and report to the Board on the operation of the Adviser’s compliance policies and procedures and shall
promptly report to the CCO any “Material Compliance Matter” as defined by Rule 38a-1(e)(2). At least annually, the
Adviser shall provide a certification to the CCO to the effect that the Adviser has in place and has implemented policies and
procedures that are reasonably designed to ensure compliance by the Fund and the Adviser with the Federal Securities Laws.
13. Representations
and Certifications. The Fund makes the following representations to the Adviser: (i) the Fund is a Maryland corporation duly
registered as a closed-end management investment company under the 1940 Act; (ii) the execution, delivery and performance by the
Fund of this Agreement are within the Fund’s powers and have been duly authorized by all necessary action on the part of the Board,
and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Fund
for the execution, delivery and performance by the Fund of this Agreement; (iii) the execution, delivery and performance by the
Fund of this Agreement do not contravene or constitute a default under any provision of applicable law, rule or regulation, the
Declaration, or any agreement, judgment, injunction, order, decree or other instrument binding upon the Fund; and (iv) this Agreement
is a valid and binding agreement of the Fund, enforceable against it in accordance with the terms hereof.
The
Adviser makes the following representations to the Fund:
(a) The
Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as
this Agreement remains in effect, (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from
performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement
is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the full
power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Fund
of the occurrence of any pending or existing event or circumstance that would disqualify Adviser or its directors, officers or
employees from serving as investment adviser, director or officer of an investment company pursuant to Section 9(a) of the 1940
Act or otherwise.
(b) The
Adviser will discharge its duties under this Agreement in accordance with the applicable provisions of the 1940 Act, the Advisers
Act, the rules and regulations thereunder, and any and all other applicable laws.
(c) The
execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized,
and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser
for the execution, delivery and performance by the Adviser of this Agreement.
(d) The
execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision
of applicable law, rule or regulation, (ii) the Adviser’s certificate of incorporation or by-laws, or (iii) any agreement, judgment,
injunction, order, decree or other instrument binding upon the Adviser.
(e) This
Agreement is a valid and binding agreement of the Adviser, enforceable against it in accordance with the terms hereof.
(f) The
Form ADV of the Adviser, to be provided to the Fund in connection with the execution of this Agreement, is a true and complete
copy of the form as currently in effect.
(g) The
Adviser’s Code of Ethics, as provided to the Fund in connection with the approval of this Agreement, has been duly adopted by
the Adviser and meets the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act.
(h) The
Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
(i) The
Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Adviser and its supervised
persons of the Federal Securities Laws (as defined under the 1940 Act and the Advisers Act).
(j) There
is no material fact provided by the Adviser respecting or relating to the Adviser that is contained in the Registration Statement
that is untrue or inaccurate in any material respect. The Adviser will notify the Fund promptly of any material fact that the
Adviser previously provided respecting or relating to the Adviser that is contained in the Registration Statement that becomes
untrue or inaccurate in any material respect.
All
representations and warranties made pursuant to this section shall survive for the duration of this Agreement, and each party
hereto, upon becoming aware that any of its representations and warranties are no longer true in a material respect, shall promptly
notify the other party.
Within
forty-five (45) days after the end of each calendar year during that this Agreement is in effect, and as otherwise requested by
the Fund, the Adviser shall certify to the Fund that it has complied with the requirements of Rule 17j-l under the 1940 Act and
Rule 204A-1 under the Advisers Act during the previous year and that there has been no material violation of the Adviser’s Code
of Ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the Fund’s
written request, the Adviser shall permit the Fund to examine the reports required to be provided to the Adviser under Rule 17j-1
and Rule 204A-1, and all other records relative to the Adviser’s Code of Ethics.
14. Duration,
Termination and Interpretation of this Agreement. This Agreement shall remain in force for an initial term of two years. The
Agreement shall continue thereafter only so long as such continuance is specifically approved at least annually by the Board and
by a majority of the members of the Board who are not interested persons of the Adviser or the Fund, cast in person at a meeting
called for the purpose of voting on such approval, or by vote of a majority of the outstanding voting securities of the Fund.
The requirement that continuance of this Agreement be specifically approved at least annually shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder. This Agreement may, on sixty (60) days written notice to the Adviser,
be terminated at any time without the payment of any penalty, by the Board, or by vote of a majority of the outstanding voting
securities of the Fund. This Agreement also may be terminated by the Adviser on no less than sixty (60) days written notice to
the Fund.
This
Agreement shall automatically terminate in the event of its assignment. The Adviser agrees to provide the Fund with reasonable
written notice of any event(s), transaction(s) or circumstance(s), that could result in an assignment of the Agreement. In interpreting
the provisions of this Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of “interested
person”, “assignment” and “majority of the outstanding voting securities”), as from time to time
amended or interpreted by the SEC or its staff, shall be applied, subject, however, to such exemptions as may be granted by the
SEC by any rule, regulation or order. Any question of interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of
any such court, by rules, regulations or orders of the SEC validly issued pursuant to the 1940 Act. In addition, where the effect
of a requirement of the 1940 Act reflected in any provision of this Agreement is relaxed by a rule, regulation or order of the
SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation
or order.
15. Amendment
of this Agreement. A provision of this Agreement may be amended, changed, waived, discharged or removed only by an instrument
in writing signed by the party against whom enforcement of the amendment, change, waiver, discharge or removal is sought. An amendment
to this Agreement shall not be effective until approved by the Board, including a majority of the directors who are not interested
persons of the Adviser or of the Fund, in accordance with the 1940 Act. To the extent legal counsel to the Fund concludes that
shareholder approval of a particular amendment to this Agreement is required under the 1940 Act, such amendment will not be effective
until the required shareholder approval has been obtained.
16. Notice.
Any notice, advice or report to be given pursuant to this Agreement shall be delivered or mailed:
To
the Adviser at:
ALPS
Advisors, Inc.
1290
Broadway, Suite 1100
Denver,
CO 80203
Attn:
Counsel
To
the Fund at:
RiverNorth
Opportunities Fund, Inc.
1290
Broadway, Suite 1100
Denver,
CO 80203
Attention:
President
17. Entire
Agreement; Governing Law; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement of the parties, shall
be binding upon and shall inure to the benefit of the parties hereto and shall be governed by Delaware law in a manner not in
conflict with the provisions of the 1940 Act. To the extent that the laws of the State of Delaware conflict with applicable provision
of the 1940 Act, the latter shall control. There are no third party beneficiaries of this Agreement.
18. Confidentiality.
Any information about a party hereto that such party, supplies to the other party to this Agreement, which is not otherwise in
the public domain or previously known to the receiving party, shall be regarded as confidential and held in the strictest confidence.
Similarly, any information about a party hereto that is generated or recorded by the other party hereto pursuant to this Agreement,
which is not otherwise in the public domain, also shall be regarded as confidential and held in the strictest confidence (such
information, together with the information referenced in the previous sentence, collectively, “Confidential Information”).
Confidential Information includes, but is not limited to: the books and records referenced in Section 9 hereof, and any other
data, records or other information in any form regarding the securities or other assets held or to be acquired by the Fund, the
transactions in securities or other assets effected or to be effected on behalf of the Fund, or financial information or any other
information relating to a party to this Agreement.
No
party may use Confidential Information about the other party, except solely: (i) for the legitimate business purposes of the Fund
for which the Confidential Information was provided, generated or recorded; or (ii) as specifically agreed to in writing by the
other party to which the Confidential Information pertains. No party may disclose to others Confidential Information about the
other party, except solely: (i) as may be required by applicable law or compelled by judicial or regulatory authority having competent
jurisdiction over the party; or (ii) as specifically agreed to in writing by the other party to which the Confidential Information
pertains. Notwithstanding the foregoing, the Fund may disclose Confidential Information regarding the Adviser to a third party
for the legitimate business purposes of the Fund for which the Confidential Information was provided, generated or recorded.
Further,
no party may trade in any securities issued by another party while in possession of material non-public information about that
party or such securities. Lastly, the Adviser may not consult with any other investment advisers of the Fund about transactions
in securities or other assets of the Fund, except for purposes of complying with and otherwise fulfilling the obligations under
this Agreement, or complying with the 1940 Act or SEC rules or regulations applicable to the Fund.
Nothing
in this Agreement shall be construed to prevent the Adviser from lawfully giving other persons investment advice about, or lawfully
trading on their behalf in, the shares issued by the Fund or securities or other assets held or to be acquired by the Fund.
19. Miscellaneous.
Neither the holders of shares of the Fund nor the officers or directors of the Fund in their capacities as such shall be personally
liable hereunder. The captions in this Agreement are included for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
The preceding sentence, and Sections 8, 9, 14 (regarding interpretation), 16, 17, 18 and 19 shall survive the termination of this
Agreement.
20. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day
and year first above written.
ALPS
ADVISORS, INC. |
|
RIVERNORTH
OPPORTUNITIES FUND, INC. |
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By: |
/s/
Edmund Burke |
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By: |
/s/
Jeremy May |
Name: |
Edmund
Burke |
|
Name: |
Jeremy
May |
Title: |
President |
|
Title: |
President |
APPENDIX
C
Information
about Each Director and the Fund’s Officers
The
table below sets forth the names and age of the Directors and principal officers of the Fund, the year each was first elected
or appointed to office, their term of office, their principal business occupations during at least the last five years, the number
of portfolios overseen by each Director or the Fund Complex, and their other directorships of public companies. There are no familial
relationships among the officers and Directors. Unless noted otherwise, the address for the Directors and officers is 1290 Broadway,
Suite 1000, Denver, Colorado 80203.
INDEPENDENT
DIRECTORS
Name
and Year of Birth |
Position(s)
Held with Registrant |
Term
of
Office(1) and Length of Time Served |
Principal
Occupation(s) During Past 5 Years |
John
K. Carter
(1961)
|
Director |
Current
term expires in 2023. Has served since 2013. |
Managing
Partner, Law Office of John K. Carter, P.A. (a general practice and corporate law firm) (2015 to present); Managing Partner,
Global Recruiters of St. Petersburg (a financial services consulting and recruiting firm) (2012 to present). |
J.
Wayne Hutchens
(1944)
|
Director |
Current
term expires in 2023. Has served since 2013. |
Currently
retired. Trustee Emeritus, Denver Museum of Nature and Science (2000 to present); Executive Director, CU Real Estate Foundation
(2009 to present); Director, AMG National Trust Bank (June 2012 to present); Trustee of Children’s Hospital Colorado
(May 2012 to present) |
John
S. Oakes
(1943)
|
Chairman
and Director |
Current
term expires in 2021. Has served since 2013. |
Principal,
Financial Search and Consulting (a recruiting and consulting firm) (2013 to present). |
David
M. Swanson
(1957)
|
Director |
Current
term expires in 2022. Has served since 2013. |
Founder
& Managing Partner of SwanDog Strategic Marketing (marketing consulting firm) (2006 - present). |
INTERESTED
DIRECTORS(5) AND OFFICERS(2)
Name
and Year of Birth |
Position(s)
Held with Registrant |
Term
of
Office(1) and Length of Time Served |
Principal
Occupation(s) During Past 5 Years |
Patrick
W. Galley(3)
(1975)
|
Director |
Current
term expires in 2022. Has served since 2013. |
Chief
Executive Officer, RiverNorth Capital Management, LLC (2020 to present); Chief Investment Officer, RiverNorth Capital Management,
LLC (2004 to present). |
Jerry
Raio (1964)(4)
|
Director |
Current
term expires in 2021. Has served since 2019. |
President,
Arbor Lane Advisors, Inc. (Since 2018); Board Member of each of FLX Distribution, (2020 to present); Qudos Technologies (2019
to present); and Quantify Crypto (2021 to present); Head of Capital Markets, ClickIPO (2018-2019); Managing Director, Head
of Retail Origination, Wells Fargo Securities, LLC (2005 to 2018). |
Kathryn
A. Burns
(1976)
|
President |
Has
served since 2019 as President. |
Ms.
Burns is Vice President, Director of Fund Operations of ALPS Advisors, Inc. (since 2018). Ms. Burns served as the Fund’s
Treasurer from September 2018 until June 2019. From 2013 to 2018, she served as Vice President and Fund Controller at ALPS
Fund Services. Ms. Burns is also President of ALPS Variable Investment Trust and Principal Real Estate Income Fund and Treasurer
of ALPS ETF Trust. |
Erich
Rettinger
(1985)
|
Treasurer |
Has
served since 2021. |
Mr.
Rettinger is Vice President of AAI (since 2021) and serves as Treasurer of RiverNorth Opportunities Fund, Inc., Liberty All-Star
Equity Fund, Liberty All-Star Growth Fund, Inc., and ALPS Variable Investment Trust. From 2013-2021, he served as Vice President
and Fund Controller of ALPS Fund Services. |
Sareena
Khwaja-Dixon
(1980)
|
Secretary |
Has
served since 2020. |
Ms.
Khwaja-Dixon joined ALPS in August 2015 and is currently Principal Legal Counsel and Vice President of ALPS Fund Services,
Inc. Ms. Khwaja-Dixon is also Secretary of Clough Dividend and Income Fund, Clough Global Opportunities Fund, Clough Global
Equity Fund, Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc. and Clough Funds Trust and Assistant Secretary
of RiverNorth Specialty Finance Corp, RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., RiverNorth Flexible Municipal
Income Fund, Inc., RiverNorth Managed Duration Municipal Income Fund, Inc., and RiverNorth Opportunistic Municipal Income
Fund, Inc. |
Matthew
Sutula
(1985)
|
Chief
Compliance Officer |
Has
served since 2019. |
Matthew
Sutula is Chief Compliance Officer of ALPS Advisors, Inc. (“AAI”) and Chief Compliance Officer of Red Rocks Capital
LLC (“RRC”), a subsidiary. Mr. Sutula is also Chief Compliance Officer of ALPS ETF Trust, Principal Real Estate
Income Fund, ALPS Variable Investment Trust, RiverNorth Opportunities Fund, Inc., Liberty All-Star Equity Fund and Liberty
All-Star Growth Fund, Inc. Mr. Sutula joined ALPS in 2012. Prior to his current role, Mr. Sutula served as interim Chief Compliance
Officer of AAI and RRC. Previously he held other positions, including Compliance Manager and Senior Compliance Analyst for
AAI, as well as Compliance Analyst for ALPS Fund Services, Inc. Prior to joining ALPS, he spent seven years at Morningstar,
Inc. in various analyst roles supporting the registered investment company databases. |
(1) |
Each
Director’s term is three years. |
(2) |
Officers
are elected annually. Each officer will hold such office until a successor has been elected by the Board. |
|
|
(3) |
Mr.
Galley is considered an “Interested Director” because of his affiliation with the Adviser. |
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(4) |
Mr.
Raio is considered an “Interested Director” because of his current position as a director of FLX Distribution,
which the Adviser is an investor in and Mr. Galley is a Director of; and his prior affiliation with Wells Fargo Securities,
LLC, which previously served as a broker and underwriter for certain funds advised by the Adviser. |
|
|
(5) |
“Interested
Directors” refers to those Directors who constitute “interested persons” of the Fund as defined in the 1940
Act. |
APPENDIX
D
Principal
Shareholders of the Fund
As
of May 9, 2022, the following persons were the owners of more than 5% of the outstanding shares of the Fund. Persons owning
25% or more of the outstanding of the Fund may be presumed to “control” (as that term is defined in the 1940 Act)
the Fund. As a result, those persons may have the ability to control the outcome of any matter requiring the approval of shareholders
of the Fund. Except as noted in the below table and footnotes, based on a review of Schedule 13D and Schedule 13G filings as of
the Record Date, there are no other persons or organizations known to the Fund to be beneficial owners of more than 5% of the
Fund’s outstanding Common Shares or Preferred Shares.
Title
of Share Class |
Shareholder Names and Addresses |
|
Number
of Shares |
Percentage
Held Fund |
[ ] |
[ ] |
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[ ] |
EVERY STOCKHOLDER’S VOTE IS IMPORTANT
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VOTE
BY MAIL
Vote, sign and date this Proxy
Card and return in
the postage-paid envelope |
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Please detach at perforation before mailing.
RIVERNORTH
OPPORTUNITIES FUND, INC.