As filed with the Securities and Exchange Commission on August 25, 2022
1933 Act File No. 333-260203
1940 Act File No. 811-23166
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No.
[X] Post-Effective Amendment No. 3
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 22
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
Exact Name of Registrant as Specified in Charter
360 South Rosemary Avenue, Suite 1420
West Palm Beach, FL 33401
Address of Principal Executive Offices
(561) 484-7185
Registrant's Telephone Number, including Area Code
Marcus L. Collins, Esq.
RiverNorth Capital Management, LLC
360 South Rosemary Avenue, Suite 1420
West Palm Beach, FL 33401
Name and Address of Agent for Service
Copies of Communications to:
Joshua B. Deringer
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
(215) 988-2700
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box [ ]
If any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (the “Securities Act”), other than securities offered in connection with dividend or interest reinvestment plans, check the following box [X]
If this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box [X]
If this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box [ ]
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box [ ]
It is proposed that this filing will become effective (check appropriate box):
[ ] when declared effective pursuant to section 8(c)
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
[ ] This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ________.
[ ] This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: _______.
[X] This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-260203.
Check each box that appropriately characterizes the Registrant:
[X] Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)).
[ ] Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
[ ] Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
[X] A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
[ ] Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
[ ] Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934).
[ ] If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[ ] New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File Nos. 333-260203 and 811-23166) of the RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (as amended, the "Registration Statement") is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of filing Exhibits d. l, d.2, k.10, k.11, k.12, k.13, k.14 and k.15 to the Registration Statement. No changes have been made to Parts A, B or C of the Registration Statement, other than Item 25(2) of Part C as set forth below. Accordingly, this Post-Effective Amendment No. 3 consists only of the facing page, this explanatory note and Item 25(2) of the Registration Statement setting forth the exhibits to the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C - OTHER INFORMATION
Item 25: Financial Statements and Exhibits
| 1. |
Financial Statements:
The Registrant’s audited financial statements, notes to the financial statements and report of independent registered public accounting firm thereon have been incorporated into Part B of the Registration Statement by reference to Registrant’s Annual Report for the fiscal year ended June 30, 2021 contained in its Form N-CSR, as described in the statement of additional information.
|
| 2. | Exhibits: |
| a.1 | Articles of Incorporation. Filed on July 1, 2016 as Exhibit a to Registrant's Registration Statement on Form N-2 (File No. 333-212400) and incorporated herein by reference. |
| a.2 | Articles of Amendment and Restatement. Filed on August 29, 2016 as Exhibit a to Registrant's Registration Statement on Form N-2 (File No. 333-212400) and incorporated herein by reference. |
| c. | None. |
| f. | None. |
| o. | None. |
| q. | None. |
| s. | Powers of Attorney. Filed on November 3, 2021 in Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-2 (File No. 333-260203) and incorporated herein by reference. |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in this City of West Palm Beach, and State of Florida, on the 25th day of August, 2022.
| RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. | |||
| By: | /s/ Patrick W. Galley | ||
| Patrick W. Galley, President | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | |||
| By: | /s/ Patrick W. Galley | President (Principal Executive Officer) | August 25, 2022 | ||
| Patrick W. Galley | |||||
| By: | /s/ Jonathan M. Mohrhardt | Chief Financial Officer and Treasurer (Principal Financial Officer/Principal Accounting Officer) | August 25, 2022 | ||
| Jonathan M. Mohrhardt | |||||
| By: | /s/ Patrick W. Galley | Chairman of the Board and Director | August 25, 2022 | ||
| Patrick W. Galley | |||||
| John K. Carter(1) | Director | By: | /s/ Patrick W. Galley | ||
| Patrick W. Galley | |||||
| J. Wayne Hutchens(1) | Director | Attorney-In-Fact | |||
| August 25, 2022 | |||||
| John S. Oakes(1) | Director | ||||
| David M. Swanson(1) | Director | ||||
| Jerry R. Raio(1) | Director | ||||
| (1) | Original powers of attorney authorizing Joshua B. Deringer, David L. Williams and Patrick W. Galley to execute Registrant's Registration Statement, and Amendments thereto, for the directors of the Registrant on whose behalf this Registration Statement is filed, were previously executed and are filed as Exhibit s. to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 (File No. 333-260203). |
Exhibit Index
NOTICE OF GUARANTEED DELIVERY
For Common Stock of
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
Subscribed for under the Primary Subscription Privilege
and Pursuant to the Over-Subscription Privilege
As set forth in the Prospectus Supplement, dated August 17, 2022 (the “Prospectus”), this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all of RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund”) common stock subscribed for under the Primary Subscription Privilege and pursuant to the Over-Subscription Privilege (the “Common Stock”). Such form may be delivered by first class mail, overnight courier or sent by email transmission to the Subscription Agent and must be received prior to 5:00 p.m., Eastern Time, on September 23, 2022, unless such time is extended by Fund as described in the Prospectus (such date and time, as the same may be extended, the “Expiration Date”). The terms and conditions of the Rights Offering set forth in the Prospectus are incorporated by reference herein. Capitalized terms used and not otherwise defined herein have the meaning attributed to them in the Prospectus.
The Subscription Agent is:
Computershare
| If By Mail: |
Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer P.O. Box 43011 Providence, RI 02940-3011 |
| If By Overnight Courier: |
Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer 150 Royall Street, Suite V Canton, MA 02021 |
| If By Email: | canoticeofguarantee@computershare.com |
For information call the information agent, Georgeson LLC: 888-624-2255
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA AN EMAIL ADDRESS OTHER THAN ONE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE ABOVE EMAIL ADDRESS CAN ONLY BE USED FOR DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. ANY TRANSMISSION OF OTHER MATERIALS WILL NOT BE ACCEPTED AND WILL NOT BE CONSIDERED A VALID SUBMISSION FOR THE OFFER.
The undersigned, a member firm of the NYSE, Nasdaq or other national exchange, or bank or trust company which completes this form must communicate this guarantee and the number of Common Shares subscribed for in connection with this guarantee (separately disclosed as to the Primary Subscription and the Over-Subscription Privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to 5:00 p.m., New York City time, on the Expiration Date, guaranteeing delivery of (a) payment in full for all subscribed Common Shares and (b) a properly completed and signed Subscription Certificate (which certificate and full payment (at the estimated Subscription Price of $10.89 per Common Share) must then be delivered to the Subscription Agent no later than the close of business on the second business day after the Expiration Date). Failure to do so will result in a forfeiture of the Rights.
VOLUNTARY CORPORATE ACTIONS COY: OPP
GUARANTEE
The undersigned, a member firm of the NYSE, Nasdaq or other national exchange, or a bank or trust company, having an office or correspondent in the United States, guarantees delivery to the Subscription Agent prior to 5:00 p.m., Eastern Time, on the Second Business Day after September 23, 2022, which is the Expiration Date, unless extended, as described in the Prospectus) of (a) a properly completed and executed Rights Certificate and (b) payment in full for all subscribed shares of Common Stock. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via the PTOP platform of The Depository Trust Company (“DTC”).
Price for shares of Common Stock subscribed for under the Primary Subscription Privilege and for any additional shares of Common Stock subscribed for pursuant to the Over-Subscription Privilege, subject, in the case of the Over-Subscription Privilege, to proration, as described in the Prospectus, as subscription for such shares of Common Stock is indicated herein or in the Rights Certificate
| RiverNorth/DoubleLine Strategic | |||||||
| Opportunities Fund, Inc. | Broker Assigned Control # _____________ | ||||||
| 1. |
Primary Subscription Privilege |
Number of Rights to be exercised | Number of shares of Common Stock under the Primary Subscription Privilege requested for which you are guaranteeing delivery of Rights and payment | Payment to be made in connection with the shares of Common Stock subscribed for under the Primary Subscription Privilege | |||
| __________ Rights | __________Shares of Common Stock (Rights ÷ 3) | $______________ | |||||
| 2. | Over-Subscription Privilege | Number of Shares of Common Stock requested pursuant to the Over-Subscription Privilege for which you are guaranteeing payment | Payment to be made in connection with the shares of Common Stock requested pursuant to the Over-Subscription Privilege | ||||
|
__________Shares of Common Stock |
$______________ | ||||||
| 3. | Totals | Total number of Rights to be delivered | Total number of shares of Common Stock subscribed for and/or requested | ||||
| __________ Rights | __________Shares of Common Stock |
$______________ Total Payment | |||||
Method of delivery of the Notice of Guaranteed Delivery (circle one)
| A. | Through DTC |
| B. | Direct to Computershare, as Subscription Agent. |
Please reference below the registration of the Rights to be delivered.
VOLUNTARY CORPORATE ACTIONS COY: OPP
PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC.
| Name of Firm | Authorized Signature | |
| DTC Participant Number | Title | |
| Address | Name (Please Type or Print) | |
| Zip Code | Phone Number | |
| Contact Name | Date |
VOLUNTARY CORPORATE ACTIONS COY: OPP
Subscription Agent Agreement
Between
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
And
Computershare Trust Company, N.A.
And
Computershare Inc.
| Page 1 |
This SUBSCRIPTION AGENT AGREEMENT (the “Agreement”) is entered into as of this 19th day of August 2022 (the “Effective Date”) by and among RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., a company organized and existing under the laws of the State of Maryland (the "Company"), and Computershare Trust Company, N.A., a national banking association (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare” and, collectively with Trust Company, the “Agent”).
| 1. | Appointment. |
1.1 Company is making an offer (the “Subscription Offer”) to issue to holders of record of its outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at the close of business on August 25, 2022 (the “Record Date”), the right to subscribe for and purchase (each, a “Right”, and collectively, the “Rights”) shares of common stock (the “Additional Common Stock”) at an initial estimated purchase price of $10.89 per share of the Additional Common Stock (the “Subscription Price”), payable as described on the Subscription Form (as defined below) sent to eligible shareholders, upon the terms and conditions set forth herein. The term “Subscribed” shall mean submitted for purchase from Company by a stockholder in accordance with the terms of the Subscription Offer, and the term “Subscription(s)” shall mean any such submission. Company hereby appoints Agent to act as subscription agent in connection with the Subscription Offer and Agent hereby accepts such appointment in accordance with and subject to the terms and conditions of this Agreement.
1.2 The Subscription Offer will expire at 5:00 p.m., Eastern Time, on September 23, 2022 (the “Expiration Time”), unless Company shall have extended the period of time for which the Subscription Offer is open, in which event the term “Expiration Time” shall mean the latest time and date at which the Subscription Offer, as so extended by Company from time to time, shall expire.
1.3 Company filed a shelf registration statement relating to the Additional Common Stock with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), on November 8, 2021, which became effective on November 10, 2021. The terms of the Additional Common Stock are more fully described in the prospectus forming a part of the registration statement as it was declared effective. All terms used and not defined herein shall have the same meaning(s) as in the prospectus.
1.4 Promptly after the Record Date, Company will furnish Agent with, or will instruct Agent, in its capacity as transfer agent for Company, to prepare, a certified list in a format acceptable to Agent of holders of record of the Common Stock at the Record Date, including each such holder’s name, address, taxpayer identification number (“TIN”), share amount with applicable tax lot detail, any certificate detail and information regarding any applicable account stops or blocks (the “Record Stockholders List”).
1.5 No later than the earlier of (i) forty-five (45) days after the Record Date or (ii) January 15 of the year following the year in which the Record Date occurs, Company shall deliver to Agent written direction on the adjustment of cost basis for covered securities that arise from or are affected by the Subscription Offer in accordance with current Internal Revenue Service regulations (see the Tax Instruction/Cost Basis Information Letter attached hereto as Exhibit B for additional information)
| 2. | Subscription of Rights. |
2.1 The Rights entitle the holders to subscribe, upon payment of the Subscription Price, for shares of the Additional Common Stock at the rate of one share(s) for every three Rights (the “Basic Subscription Privilege”). No fractional Rights will be issued. The number of Rights to be issued to a Record Date Stockholder will be rounded up to the nearest number of Rights evenly divisible by three. Fractional shares will not be issued upon the exercise of the Rights. Accordingly, new shares of common stock may be purchased only pursuant to the exercise of Rights in integral multiples of three.
| Page 2 |
2.2 If subscribing shareholders who exercise their Rights in full are entitled to exercise an oversubscription right, then Company shall provide Agent with instructions regarding the allocation to such shareholders of the Additional Common Stock after the initial allocation thereof.
2.3 Except as otherwise indicated to Agent by Company in writing, all of the Common Stock delivered hereunder upon the exercise of the Rights will be delivered free of restrictive legends. Company shall, if applicable, inform Agent as soon as possible in advance as to whether any Common Stock issued hereunder is to be issued with restrictive legend(s) and, if so, Company shall provide the appropriate legend(s) and a list identifying the affected shareholders, certificate numbers (if applicable) and share amounts for such affected shareholders.
| 3. | Duties of Subscription Agent. |
3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s), and furnish a copy of such records to Company.
3.2 Promptly after Agent receives the Record Stockholders List, Agent shall:
(a) mail or cause to be mailed, by first class mail, to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada, (i) a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”), a form of which is attached hereto as Exhibit A, (ii) a copy of the prospectus and (iii) a return envelope addressed to Agent.
(b) At the direction of Company, mail or cause to be mailed, to each holder of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the prospectus. Agent shall refrain from mailing the Subscription Form to any holder of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form for the account of such stockholder subject to such stockholder making satisfactory arrangements with Agent for the exercise or other disposition of the Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance with the terms of this Agreement if notice of such arrangements is received at or before 11:00 a.m., Eastern Time, on [date to be determined]. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as to the number of shares of the Additional Common Stock, if any, Agent is authorized to issue.
(c) Upon request by Company, Agent shall mail or deliver a copy of the prospectus (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights.
(d) Agent shall accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) on or prior to the Expiration Time in accordance with the Subscription Form.
| Page 3 |
(e) Agent shall accept Subscriptions, without further authorization or direction from Company, without procuring supporting legal papers or other proof of authority to sign (including, without limitation, proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person:
(i) If the Right is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciary, provided, that the Additional Common Stock is to be issued in the name of such fiduciary;
(ii) If the Right is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided, that the Additional Common Stock is to be issued in the names of such joint tenants; or
(iii) If the Right is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer or agent thereof, provided, that the Additional Common Stock is to be issued in the name of such corporation.
(f) Each document received by Agent relating to its duties hereunder shall be dated and time stamped when received at the applicable address(es) as outlined in the offering documents.
(g) Agent shall, absent specific and mutually agreed upon instructions between Agent and Company, follow its normal and customary procedures with respect to the acceptance or rejection of all Subscriptions received after the Expiration Time. Subscriptions not authorized to be accepted pursuant to this Section 3 and Subscriptions otherwise failing to comply with the terms and conditions of the Subscription Form will be rejected and returned to the applicable shareholder.
| 4. | Acceptance of Subscriptions. |
4.1 Following Agent’s first receipt of Subscriptions, on each business day, or more frequently if reasonably requested as to major tally figures, forward a report by email to RNOperations@rivernorth.com; (the “Company Representative(s)”) as to the following information, based upon preliminary review (and at all times subject to a final determination by Company) as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the total number of shares of the Additional Common Stock Subscribed for; (ii) the total number of the Rights sold; (iii) the total number of the Rights partially Subscribed for; (iv) the amount of funds received; and (v) the cumulative totals in categories (i) through (iv), above.
4.2 As promptly as possible following the Expiration Time, advise the Company Representative by email of (i) the number of shares of the Additional Common Stock Subscribed for and (ii) the number of shares of the Additional Common Stock unsubscribed for.
[REDACTED]
| Page 4 |
| 5. | Intentionally Omitted. |
| 6. | Completion of Subscription Offer. |
6.1 Upon completion of the Subscription Offer, Agent shall request the transfer agent for the Common Stock to issue the appropriate number of shares of the Additional Common Stock as required in order to effectuate the Subscriptions.
6.2 The Rights shall be issued in registered, book-entry form only. Agent shall keep books and records of the registration, transfer and exchange of the Rights (the “Rights Register”).
6.3 All of the Rights issued upon any registration of transfer or exchange of the Rights shall be the valid obligations of Company, evidencing the same obligations and entitled to the same benefits under this Agreement as the Rights surrendered for such registration of transfer or exchange; provided, that until such transfer or exchange is registered in the Rights Register, Company and Agent may treat the registered holder thereof as the owner for all purposes.
6.4 For so long as this Agreement shall be in effect, Company will reserve for issuance and keep available free from preemptive rights a sufficient number of shares of the Additional Common Stock to permit the exercise in full of all of the Rights issued pursuant to the Subscription Offer.
6.5 Company shall take any and all action, including, without limitation, obtaining the authorization, consent, lack of objection, registration or approval of any governmental authority, or the taking of any other action under the laws of the United States of America or any political subdivision thereof, to insure that all of the shares of the Additional Common Stock issuable upon the exercise of the Rights (subject to payment of the Subscription Price) will be duly and validly issued and fully paid and non-assessable shares of the Common Stock, free from all preemptive rights and taxes, liens, charges and security interests created by or imposed upon Company with respect thereto.
6.6 Company shall, from time to time, take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents and approvals of the Securities and Exchange Commission and any other governmental agency or authority and make such filings under federal and state laws, which may be necessary or appropriate in connection with the issuance, sale, transfer and delivery of the Rights or the Additional Common Stock issued upon the exercise of the Rights.
7. Procedure for Discrepancies. Agent shall follow its regular procedures to attempt to reconcile any discrepancies between the number of shares of Additional Common Stock that any Subscription Form may indicate are to be issued to a stockholder upon the exercise of the Rights and the number that the Record Stockholders List indicates may be issued to such stockholder. In any instance where Agent cannot reconcile such discrepancies by following such procedures, Agent will consult with Company for instructions as to the number of shares of Additional Common Stock, if any, Agent is authorized to issue. In the absence of such instructions, Agent is authorized not to issue any shares of Additional Common Stock to such stockholder and will return to the subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and Company from losses or liabilities arising out of the non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any Subscription Form delivered to Agent, any other documents delivered therewith and a letter explaining the reason for the return of such documents.
| Page 5 |
| 8. | Procedure for Deficient Items. |
8.1 Agent shall examine the Subscription Form(s) received by it as agent to ascertain whether they appear to have been completed and executed in accordance with the Subscription Offer. In the event that Agent determines that any Subscription Form does not appear to have been properly completed or executed, or to be in proper form, or any other deficiency in connection with the Subscription Form appears to exist, Agent shall follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the Subscription, unless Company provides written authorization to waive such deficiency.
8.2 If a Subscription Form specifies that shares of the Additional Common Stock are to be issued to a person other than the person in whose name a surrendered Right is registered, Agent will not issue such shares until such Subscription Form has been properly endorsed with the signature guaranteed in a manner acceptable to Agent (or otherwise put in proper form for transfer).
8.3 If any such deficiency is neither corrected nor waived, Agent will return to the subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance protecting Agent and Company from losses or liabilities arising out of the non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any Subscription Form delivered to Agent, any other documents delivered therewith and a letter explaining the reason for the return of such documents.
| 9. | Tax Reporting. |
9.1 Agent shall prepare and file with the appropriate governmental agency and mail to each stockholder, as applicable, all appropriate tax information forms, including, but not limited to, Forms 1099-B, covering payments or any other distributions made by Agent pursuant to this Agreement during each calendar year, or any portion thereof, during which Agent performs services hereunder, as described in the attached Exhibit B.
9.2 With respect to any surrendering stockholder whose TIN has not been certified as correct, Agent shall deduct and withhold the appropriate backup withholding tax from any payment made to such stockholder pursuant to the Internal Revenue Code.
9.3 Should any issue arise regarding federal income tax reporting or withholding, Agent shall take such reasonable action as Company may reasonably request in writing. Such action may be subject to additional fees.
| 10. | Authorizations and Protections. |
As agent for Company hereunder, Agent:
| Page 6 |
[REDACTED]
| Page 7 |
| 11. | Representations, Warranties and Covenants. |
11.1 Agent. Agent represents and warrants to Company that:
[REDACTED]
| Page 8 |
| 12. | Indemnification and Limitation of Liability. |
[REDACTED]
12 Damages. Notwithstanding anything in this Agreement to the contrary, neither party shall be
liable to the other for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages.
| 13. | Intentionally Omitted |
| 14. | Confidentiality. |
[REDACTED]
| Page 9 |
| 15. | Compensation and Expenses. |
[REDACTED]
| Page 10 |
16. Termination. Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party. Unless so terminated, this Agreement shall continue in effect until ninety (90) days following the Expiration Time. In the event of such early termination, Company will appoint a successor agent and inform Agent of the name and address of any successor agent so appointed, provided, that no failure by Company to appoint such a successor agent shall affect the termination of this Agreement or the discharge of Agent as agent hereunder. Upon any such termination, Agent shall be relieved and discharged of any further responsibilities with respect to its duties hereunder. Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to Company or its designee any Subscription Forms or other documents relating to the Subscription Offer that Agent may receive after its appointment has so terminated.
17. Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned by Company or Agent without the written consent of the other; provided, however, that Agent may, without further consent of Company, assign any of its rights and obligations hereunder to any affiliated agent registered under Rule 17Ac2-1 promulgated under the 1934 Act.
| 18. | Subcontractors and Unaffiliated Third Parties. |
[REDACTED]
| 19. | Miscellaneous. |
19.1 Notices. All notices, demands and other communications given pursuant to the terms and provisions hereof shall be in writing, shall be deemed effective on the date of receipt, and may be sent by electronic mail (except for notices of default or termination of this Agreement by Agent), overnight delivery services, or by certified or registered mail, return receipt requested to:
If to Company:
Marcus L. Collins, Secretary
360 S. Rosemary
Avenue, Suite 1420
West Palm Beach, FL
33401mcollins@rivernorth.com
312.445.2251
| Page 11 |
Invoice for fees and services (if different than above):
The above address, plus:
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
c/o ALPS Fund Services Inc.
1290 Broadway, Denver CO 80203
Attn: Accounting/Expenses
mcollins@rivernorth.com; jmohrardt@rivernorth.com; justin.newman@sscinc.com
atermaat@rivernorth.com; clakumb@rivernorth.com
| If to Agent: | with an additional copy to: |
| Computershare Inc. | Computershare Inc. |
| 480 Washington Blvd., 29th Floor | 150 Royall Street |
| Jersey City, NJ 07310 | Canton, MA 02021 |
| Attn: Corp Actions Relationship Manager | Attn: Legal Department |
| Or | |
| Computershare Inc. | |
| 150 Royall Street | |
| Canton, MA 02021 | |
| Attn: Corp Actions Relationship Manager |
[REDACTED]
| Page 12 |
[REDACTED]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the Effective Date hereof.
RIVERNORTH DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.
| By: | /s/ Marcus L. Collins | |
| Name: | Marcus L. Collins | |
| Title: | Secretary |
COMPUTERSHARE INC. and
COMPUTERSHARE TRUST COMPANY, N.A.
For both entities
| By: | /s/ Thomas Borbely | |
| Name: | Thomas Borbely | |
| Title: | Senior Manager, Corporate Actions |
| Exhibit A | Form of Subscription Form |
| Exhibit B | Tax Instruction and Cost Basis Information Letter |
| Exhibit C | Schedule of Fees |
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EXHIBIT A
FORM OF SUBSCRIPTION FORM
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Exhibit B;
Section 1
Standard Tax Reporting Instructions
Pursuant to the Emergency Economic Stabilization Act of 2008, financial intermediaries such as Computershare must report cost basis for certain types of securities acquired after January 1, 2011 to both security holders and the IRS. In preparation for the year-end tax reporting to be performed by Computershare under our service agreement for the corporate actions event described in Section 2 of this agreement, please (a) complete the below Year End Tax Reporting Package and (b) provide us with the pertinent issuer statement (i.e., hard copy or website link requested in Section 4 below) as required of issuers under Internal Revenue Code Section 6045B and the underlying Treasury regulations.
In the event that you have not yet produced the issuer statement, kindly provide us with the requisite information at your earliest convenience when completed. You may find it helpful to refer to the below link on the IRS website for some background information regarding the issuer’s obligation to produce the issuer statement.
https://www.irs.gov/forms-pubs/form-8937-report-of-organizational-actions-affecting-basis-of-securities
Please review, complete, execute and return the Year End Tax Reporting Package or the Form 8937, attached documents via e-mail. By requesting cost basis information, Computershare has fulfilled its regulatory obligation. Failure to provide correct basis information may result in a liability to you as an issuer, but if we can provide additional details, please feel free to call upon us.
Additional information may be required based on the completion of the information provided below.
PLEASE NOTE: If IRC sections 302/304 apply to this Corporate Actions event, please reach out to the Corporate Actions Relationship Manager listed on Wire Instruction Exhibit of this Agreement to provide further details.
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Year End Tax Reporting Package
Computershare cannot provide tax advice for purposes of completing this worksheet. Please consult your tax counsel to determine your respective tax reporting requirements.
Shareholder accounts without certified TIN, or certification of foreign status on our system of record will be subject to backup withholding tax at the applicable rate in accordance with IRS rules and regulations regarding 1099 tax reporting. The applicable backup withholding tax deducted from their payment will be remitted to the Internal Revenue Service (IRS). Holders will need to claim any refund of over withholding directly from the IRS and not Computershare. Please note residents or holders that are uncertified, and reside in the state of CA will be withheld an additional 7% which will be remitted to the state of CA.
Important: Computershare uses Constructive Receipt (refer to below definition) reporting for its standard tax reporting default. Deviations from our Standard Default Tax Terms, late submissions and subsequent corrections after the event is over will be subject to additional fees, by appraisal. If Computershare does not receive the completed tax letter by the expiration of the offer /effective date of the distribution or exchange, Computershare will use our Standard Default Tax Terms.
Computershare will perform form suppression on de minimis reporting for the following: on 1099-B tax forms less than $20 in proceeds and fractional share issuance if no withholding; 1099-DIV tax forms less than $10 in dividend income if no withholding.
Computershare will not be liable for any IRS penalties resulting from any client changes to this tax letter or client delay in any final tax instructions that will alter our initial tax reporting instructions. Should any withholding be remitted late to the IRS as a result of any changes to your initial tax reporting instructions. Company and/or Purchaser will be responsible for obligations related to penalties and interest as noted under the Section of the Agreement titled “Indemnification and Limitation of Liability.”
Definitions:
Constructive Receipt: Constructive Receipt means that any corporate action exchange proceeds would be reported to the IRS in the year the merger is effective, whether or not the shareholder has presented the requisite and valid documentation in such year.
Standard Default Tax Terms: The share consideration (if any) is considered a non-taxable event with no Fair Market Value Reporting (FMV) on shares. Principal and CIL are reported on form 1099B as constructive receipt. In the event of an exchange, dividends declared after the effective date, will accrue on the shares issuable to un-exchanged holders and tax reported “as if” paid currently.
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Section 2 – Client Information
| Client Name: | |
| Tax ID/EIN: | |
| Issue Description/Type: | |
| CUSIP Number(s): |
Will you require Computershare to perform tax reporting services for this transaction?
| [ ] | Yes | [ ] | No*** |
| *** | If you mark the above box “No”, an explanation of either how the consideration will be tax reported, or why tax reporting is not applicable (i.e. K1, W-2, etc.), is required. Please provide this explanation in Section 5 where it indicates “If you answered “No” in Section 2. |
Section 3 – Standard 1099 Reporting
3.A – Principal payment / cash in lieu of fractional shares
| If 3.A is not applicable, please check here and move to 3.B | [ ] |
Computershare to report principal payment on Form 1099-B.
| Yes, on Form 1099-B | [ ] | Yes, on a form other than Form 1099-B. Please complete Section 3.C | [ ] |
Computershare to report cash in lieu payment for fractional shares made to holders.
| Yes, on Form 1099-B | [ ] | Yes, on a form other than Form 1099-B. Please complete Section 3.C | [ ] |
3.B – Dividend Reporting (including accrued dividends for unexchanged accounts)
| If 3.B is not applicable, please check here and move to Section 3.C | [ ] |
Dividends that have been paid in conjunction with Corporate Actions payments, deemed or accrued, such payment will be reported as Constructive Receipt on Form 1099-DIV or 1042-S.
Computershare to report dividends on Forms 1099-DIV / 1042-S.
| Yes, Form 1099-DIV/1042-SB | [ ] | Yes, on a form other than Form 1099-DIV/1042=S. | [ ] | Please explain |
Did the Company and or Purchaser distribute qualified dividends (100% ordinary & 100% qualified) for this tax year on the Newco shares?
| Yes | [ ] | *No | [ ] |
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| * | If no, please provide us with your worksheet to ensure all reportable income or reclassification income, paid by Computershare as agent, is reported correctly. Please note that up to five decimal points can be utilized in the reallocation process. If you choose to use less than five decimal points this could result in rounding issues. Due to time constraints inherent with tax season, we will not be able to re-run tax forms due to rounding issues. Please provide us with your worksheet reflecting all distributions for this applicable tax year. |
3.C – Additional reporting
| If 3.C is not applicable, please check here and move to Section 4 | [ ] |
Does any of the following reporting need to be performed by Computershare for cash paid (i.e., principal, cash in lieu) if not to be tax reported on Form 1099-B?
| 1099-INT | [ ] | 1099-OID | [ ] | 1099-MISC | [ ] | 1099-DIV | [ ] | 1042-S | [ ] |
If you selected 1099-INT, 1099-OID or 1099-MISC above, please complete the below. Specify which box on the Form should be used for reportable amounts:
| Reporting Box for 1099-INT: | |
| Reporting Box for 1099-OID: | |
| Reporting Box for 1099-MISC: |
If you selected 1099-DIV and/or 1042-S above, please complete the below.
Reporting for merger consideration (other than accrued and unpaid dividends as outlined below), on Form 1099-DIV and/or 1042-S is as follows:
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Section 4 – Cost Basis
Please provide a copy of the completed Issuer Statement (IRS Form 8937) or link to where the Tax & Cost Basis information can be found. If you are unable to provide the link or information pertaining to the Issuer Statement or such IRS filing requirement does not apply, you must answer the questions below.
What are the Cost Basis implications due to this Corporate Action? Please include the details of any calculation that needs to be applied to existing cost basis, or provide an explanation if the IRS filing requirement for Form 8937 does not apply to this event.
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Section 5 – Additional Information
Did any of the following corporate changes occur during the same year in which this corporate action took place?
| a) Name Change? | Yes [ ] | No [ ] | ||
| b) Tax Id Number Change? | Yes [ ] | No [ ] | ||
| c) CUSIP Number Change? | Yes [ ] | No [ ] | ||
| d) Cash Liquidating Distribution | Yes [ ] | No [ ] | ||
| e) Non-Cash Liquidating Distribution | Yes [ ] | No [ ] | ||
| f) Sale of Rights payment | Yes [ ] | No [ ] |
Is any additional tax reporting required, other than what has been stated in Section 3 above (specify below)?
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If you answered “No” in Section 2 above indicating that you do not require Computershare to perform tax reporting, please explain below.
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Section 6 – Additional Information continued
Is any additional tax withholding required other than what has been stated in Section 3 above (specify below)?
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Section 7
Fair Market Value (FMV) Tax Reporting Instructions
Pursuant to the Emergency Economic Stabilization Act of 2008, financial intermediaries such as Computershare must report cost basis for certain types of securities acquired after January 1, 2011 to both security holders and the IRS. In preparation for the year-end tax reporting to be performed by Computershare under our service agreement for the corporate actions event described in Section 1 of this agreement, please (a) complete the below Tax and Cost Basis package and (b) provide us with the pertinent issuer statement (i.e., hard copy or website link requested in Section 8 below) as required of issuers under Internal Revenue Code Section 6045B and the underlying Treasury regulations.
In the event that you have not yet produced the issuer statement, kindly provide us with the requisite information at your earliest convenience when completed. You may find it helpful to refer to the below link on the IRS website for some background information regarding the issuer’s obligation to produce the issuer statement.
https://www.irs.gov/forms-pubs/form-8937-report-of-organizational-actions-affecting-basis-of-securities
Please review, complete, execute and return the below Tax Letter and either the Cost Basis word document or the Form 8937, attached documents via e-mail. By requesting cost basis information, Computershare has fulfilled its regulatory obligation. Failure to provide correct basis information may result in a liability to you as an issuer, but if we can provide additional details, please feel free to call upon us.
Additional information may be required based on the completion of the information provided below.
PLEASE NOTE: If 302/304 Tax Reporting is requirements please reach out to the Corporate Actions Relationship Manager listed on the Wire Instruction Exhibit of this Agreement
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Year End Tax Reporting Package
Computershare cannot provide tax advice for purposes of completing this worksheet. Please consult your tax counsel to determine your respective tax reporting requirements.
Shareholder accounts without certified TIN, or foreign status on our system of record will be subject to backup withholding tax at the applicable rate in accordance with IRS rules and regulations regarding 1099 tax reporting. The applicable backup withholding tax deducted from their payment will be remitted to the Internal Revenue Service (IRS). Holders will need to claim any refund of over withholding directly from the IRS and not Computershare. Please note residents or holders that are uncertified, and reside in the state of CA will be withheld an additional 7% which will be remitted to the state of CA.
Important: Computershare uses Constructive Receipt reporting for its standard tax reporting default. Deviations from our Standard Default Tax Terms, late submissions and subsequent corrections after the event is over will be subject to additional fees, by appraisal. If Computershare does not receive the completed tax letter by the expiration of the offer /effective date of the distribution or exchange, Computershare will use our Standard Default Tax Terms.
Fair Market Value Reporting (FMV) is subject to additional fees, by appraisal.
Computershare will perform form suppression on de minimis reporting for the following: on 1099-B tax forms less than $20 in proceeds and fractional share issuance if no withholding; 1099-DIV tax forms less than $10 in dividend income if no withholding.
Computershare will not be liable for any IRS penalties resulting from any client changes to this tax letter or client delay in any final tax instructions that will alter our initial tax reporting instructions. Should any withholding be remitted late to the IRS as a result of any changes to your initial tax reporting instructions. Company will be responsible for obligations related to penalties and interest as noted under the Section of the Agreement titled “Indemnification and Limitation of Liability.”
Definitions:
Constructive Receipt: Constructive Receipt means that any corporate action exchange proceeds would be reported to the IRS in the year the merger is finalized, regardless of whether the shareholder has already processed the exchange or not.
Standard Default Tax Terms: The share distribution is considered a non-taxable event with no Fair Market Value Reporting (FMV) on shares. Principal and CIL are reported on form 1099B as constructive receipt. In the event of an exchange, dividends declared after the effective date, will accrue on the shares issuable to un-exchanged holders.
Fair Market Value (FMV) tax reporting: Refers to an exchange where the share consideration) is treated as fully taxable and reportable on Form 1099-B at the per share valuation provided by client.
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Section 8 – Client Information
| Client Name: | |
| *Tax ID/EIN: |
| * | If FMV reporting is required, the Issuer (Acquirer) will be deemed the payor and you must provide your EIN for reporting purposes. In addition, Client must provide Computershare with completed IRS Form 2678 in order for Computershare to remit any backup withholding tax to the IRS on client’s behalf. |
| Issue Description/Type: | |
| CUSIP Number(s): | |
Will you require Computershare to perform FMV tax reporting services for this transaction?
| [ ] | Yes | [ ] | No*** |
| *** | If you mark the above box “No” the value of all newly issued shares will NOT be tax reported to the holders and any cost basis and acquisition date of the surrendered target company shares will be carried over to the new shares. Please refer to Section 3. |
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Section 9
Fair Market Value reporting
We ask that you read each question below carefully and respond to each question
accordingly as this questionnaire requires a great deal of attention.
Taxable Event Information
Please check one of the boxes below regarding the following statement.
This event requires Fair Market Value (FMV) reporting on Form 1099-B as the share consideration received in this transaction is a taxable event to former target holders and as such the basis of the new shares received will be the FMV rate and become covered shares (i.e., date of acquisition is the effective date).
| True | [ ] | *False | [ ] |
| * | If the above statement is “False”, please provide an explanation as to why: |
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If the FMV share consideration is nontaxable, and not tax reportable, please confirm by checking a box below:
| *True | [ ] | **False | [ ] |
| * | If you selected “True”, please explain briefly why the FMV share consideration is nontaxable, and whether the “cash” (if any) is tax reportable on Form 1099-B: |
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| ** | If you selected “False” from the above, is the FMV of the share consideration treated as taxable and reportable on a 1099-B? |
| Yes | [ ] | *No | [ ] |
| * | If you selected “No”, please advise on the IRS Form & box number in which it should be reported: |
Gross Proceeds Information
If the transaction with a shareholder should be reported on a 1099-B, and the full amount of the consideration is treated as taxable, is the FMV of the stock consideration, as well as the cash (if any), reportable on Form 1099-B in Box 1d as “Proceeds”?
| Yes | [ ] | *No | [ ] |
| * | If you selected “No”, please advise on the rationale as to why the cash and/or stock is not considered as “proceeds” for 1099-B reporting purposes: |
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If Form 1099-B reporting is required, should Box 7 on the Form 1099-B (“Check if loss is not allowed based on amount in 1d”) be checked?
| Yes | [ ] | *No | [ ] |
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Backup Withholding Information
If you selected “Yes” and indicated that FMV of the share consideration is a taxable exchange and reportable on a 1099-B as “Proceeds”, - please advise on the following questions:
· |
Is the share consideration subject to backup withholding? (Uncertified accounts would be entitled to a lowered share amount upon exchange due to withholding of shares to satisfy remittance to the IRS.) |
| Yes | [ ] | *No | [ ] |
| * | If you selected “No”, please provide the basis for selecting “No” so that Tax can review this further. |
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If you selected “Yes” and indicated that shares are subject to backup withholding, please confirm the following statement by selecting “Issuer/Acquirer Agrees” :
Computershare is hereby authorized by the Issuer/Acquirer to sell the appropriate number of shares from each shareholder’s share entitlement to cover applicable tax withholding obligations. The withholding obligation arises on the date the reportable consideration is paid. The shares sold to fund any backup withholding will be based on the amount of withholding required. The current share price may not be exactly the FMV price and may result in a shortage or overage that will either need to be returned to the company or covered by the company.
| Issuer/Acquirer Agrees | [ ] |
If you would prefer that Computershare does not fund the backup withholding obligation by selling the shares, the Issuer/Acquirer can fund the amount of backup withholding required to remit to the IRS in lieu of selling shares. Should you wish to proceed with this alternative, please select the box below:
Yes, we will fund the entire balance due in one single wire to Computershare for the backup withholding obligation [ ]
If you checked the box above, to fund the backup withholding on FMV reporting, the funds you provided will be included in a “gross -up” calculation (to increase a net amount to include deductions, such as taxes, that would be incurred by the receiver) reported on a 1099-B as additional proceeds to the holder.
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Fair Market Value (FMV)
Please provide the value per share associated with the FMV reporting of the share consideration:
Form 8937
Please provide a copy of the Issuer Statement (IRS Form 8937) or link to where the Tax & Cost Basis information can be found. If you are unable to provide the link or information pertaining to the Issuer Statement, you must answer the questions below.
What are the Tax & Cost Basis implications due to this Corporate Action? Please include the details of any calculation that needs to be applied to determine the per share basis of the share consideration received by the target’s holders.
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Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
www.georgeson.com
August 18, 2022
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
360 South Rosemary Avenue, Suite 1420
West Palm Beach, FL 33401
| Re: | Information Agent |
This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson LLC (“Georgeson”) by RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Company”) to act as Information Agent in connection with the Company’s upcoming rights offering (the “Offer”). The term of this Agreement shall be the term of the Offer, including any extensions thereof.
| (a) | Services. Georgeson shall perform the services described in the Fees & Services Schedule attached hereto as Appendix I (such services, collectively, the “Services”). |
| (b) | Fees. In consideration of Georgeson’s performance of the Services, the Company shall pay Georgeson the amounts, and pursuant to the terms, set forth on the Fees & Services Schedule attached hereto as Appendix I, together with the Expenses (as defined below). The Company acknowledges and agrees that the Fees & Services Schedule shall be subject to adjustment if the Company requests Georgeson to provide services with respect to additional matters or a revised scope of work. |
| (c) | Expenses. In addition to the fees and charges described in paragraphs (b) and (d) hereof, Georgeson shall charge the Company, and the Company shall be solely responsible, for the following costs and expenses (collectively, the “Expenses”): |
| • | costs and expenses incidental to the Offer, including without limitation the mailing or delivery of Offer materials; |
| • | reasonable costs and expenses relating to Georgeson’s work with its agents or other parties involved in the Offer, including without limitation charges for bank threshold lists, data processing, market information, institutional advisory reports, telephone directory assistance, facsimile transmissions or other forms of electronic communication; |
| • | reasonable costs and expenses incurred by Georgeson at the Company’s request or for the Company’s convenience, including without limitation for copying, printing of additional and/or supplemental material and travel by Georgeson’s personnel; and |
| • | any other reasonable costs and expenses authorized by the Company and resulting from extraordinary contingencies which arise during the course of the Offer, including without limitation those relating to advertising (including production and posting), media relations and analytical services. |
The Company shall pay all applicable taxes incurred in connection with the delivery of the Services or Expenses.
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| RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. |
| August 18, 2022 |
| Page 2 |
| (d) | Custodial Charges. Georgeson agrees to check, itemize and pay on the Company’s behalf the charges of brokers and banks, with the exception of Broadridge Financial Solutions, Inc. (which will bill the Company directly), for forwarding the Company’s offering material to beneficial owners. The Company shall reimburse Georgeson for such broker and bank charges in the manner described in the Fees & Services Schedule. |
| (e) | Compliance with Applicable Laws. The Company and Georgeson hereby represent to one another that each shall comply with all applicable laws relating to the Offer, including, without limitation, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. |
| (f) | Indemnification; Limitation of Liability. |
| (i) | The Company shall indemnify and hold harmless Georgeson, its affiliates and their respective stockholders, officers, directors, employees and agents from and against any and all losses, claims, damages, costs, charges, reasonable counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of Georgeson’s gross negligence, bad faith or willful misconduct. |
| (ii) | Georgeson shall indemnify and hold harmless the Company from and against any and all Losses arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by the parties, themselves, a court of competent jurisdiction, arbitrator, mediator or other neutral objective third party trier of fact mutually agreed upon between the parties to be a result of Georgeson’s gross negligence, bad faith or willful misconduct. |
| (iii) | Notwithstanding anything herein to the contrary, but without limiting the Company’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages. |
| (iv) | Any liability whatsoever of Georgeson, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges paid hereunder by the Company to Georgeson (but not including Expenses). |
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| RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. |
| August 18, 2022 |
| Page 3 |
| (v) | It is understood and expressly stipulated that none of the trustees, officers, agents or shareholders of the Company shall be personally liable hereunder. All persons dealing with the Company must look solely to the property of the Company for the enforcement of any claims against the Company, as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company. |
| (vi) | This paragraph (f) shall survive the termination of this Agreement. |
| (g) | Governing Law. This Agreement shall be governed by the substantive laws of the State of New York without regard to its principles of conflicts of laws, and shall not be modified in any way, unless pursuant to a written agreement which has been executed by each of the parties hereto. The parties agree that any and all disputes, controversies or claims arising out of or relating to this Agreement (including any breach hereof) shall be subject to the jurisdiction of the federal and state courts in New York County, New York and the parties hereby waive any defenses on the grounds of lack of personal jurisdiction of such courts, improper venue or forum non conveniens. The parties waive all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement. |
| (h) | Relationship. The Company agrees and acknowledges that Georgeson shall be the primary information agent retained by the Company in connection with the Offer. |
| (i) | Confidentiality. Georgeson agrees to preserve the confidentiality of (i) all material nonpublic information provided by the Company or its agents for Georgeson’s use in fulfilling its obligations hereunder and (ii) any information developed by Georgeson based upon such material non-public information (collectively, “Confidential Information”); provided that Georgeson may disclose such Confidential Information as required by law and otherwise to its officers, directors, employees, agents or affiliates to the extent reasonably necessary to perform the Services hereunder. For purposes of this Agreement, Confidential Information shall not be deemed to include any information which (w) is or becomes generally available to the public other than as a result of a disclosure by Georgeson or any of its officers, directors, employees, agents or affiliates; (x) was available to Georgeson on a nonconfidential basis and in accordance with law prior to its disclosure to Georgeson by the Company; (y) becomes available to Georgeson on a nonconfidential basis and in accordance with law from a person other than the Company or any of its officers, directors, employees, agents or affiliates who is not otherwise bound by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting such information to a third party; or (z) was independently and lawfully developed by Georgeson without access to the Confidential Information. The Company agrees that all reports, documents and other work product provided to the Company by Georgeson pursuant to the terms of this Agreement are for the exclusive use of the Company and may not be disclosed to any other person or entity without the prior written consent of Georgeson. The confidentiality obligations set forth in this paragraph shall survive the termination of this Agreement. |
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| RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. |
| August 18, 2022 |
| Page 4 |
| (j) | Invoices. Invoices for amounts due hereunder shall be delivered to Company at: |
| ADDRESS: | |
| ATTENTION: | |
| (Contact Name, Email, Phone) | |
| (k) | Force Majeure. Neither party will be liable for any delay or failure in performance when such delay or failure arises from circumstances beyond its reasonable control, including without limitation acts of God, acts of government in its sovereign or contractual capacity, acts of public enemy or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, pandemics, outbreaks of infectious diseases or any other public health crises, earthquakes, fire, flood, other natural disaster, quarantine or any other employee restrictions, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or software malfunctions; provided that a such circumstances under this section shall not include (a) the novel coronavirus Covid-19 pandemic which is ongoing as of the date of the execution of this Agreement; (b) financial distress nor the inability of either party to make a profit or avoid a financial loss, (c) changes in the market prices or conditions, or (d) a party’s financial inability to perform its obligations hereunder. In the event that a Force Majeure event occurs, the affected party will provide prompt written notice to the other party of the occurrence of the Force Majeure event in reasonable detail and the expected duration of the event's effect on the party. Notwithstanding the foregoing, in the event of such a Force Majeure Event, the affected party agrees to make a good faith effort to perform its obligations hereunder. |
| (l) | Entire Agreement; Appendix. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof. The Appendix to this Agreement shall be deemed to be incorporated herein by reference as if fully set forth herein. This Agreement shall be binding upon all successors to the Company (by operation of law or otherwise). |
[Remainder of page intentionally left blank. Signature page follows.]
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| RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. |
| August 18, 2022 |
| Page 5 |
If the above is acceptable, please execute and return the enclosed duplicate of this Agreement to Georgeson LLC, 1290 Avenue of the Americas, 9th floor, New York, NY 10104, Attention: Christopher M. Hayden.
| Sincerely, | ||
| GEORGESON LLC | ||
| By: | /s/ Christopher M. Hayden | |
| Christopher M. Hayden | ||
| Title: | Chief Operating Officer > US | |
| Agreed to and accepted as of | ||
| the date first set forth above: | ||
| RIVERNORTH/DOUBLELINE | ||
| STRATEGIC OPPORTUNITY FUND, INC. | ||
| By: | Marcus L. Collins | |
| Title: | /s/ Marcus L. Collins | |
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| RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. |
| August 18, 2022 |
| Page 6 |
APPENDIX I
RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.
FEES & SERVICES SCHEDULE
| BASE SERVICES | [REDACTED] | |
| · | Review of preliminary offering documents | |
| · | Assistance with the preparation and placement of press releases and advertisements in newspapers (at prevailing rates) | |
| · | Coordination of the mailing of offering documents to all eligible security holders | |
| · | Call center staffing and training | |
| · | Advisory services geared to maximize investor response to the offering | |
| · | Communication with Depositary Agent to monitor the progress of the offering | |
| · | Outreach to Professional Investors | |
| · | Provide progress updates to the advisory team | |
| ADDITIONAL SERVICES | ||||
| · | If necessary, telephone setup and installation, provide toll-free number for shareholder inquiries; respond to inquiries from investors and their advisors | [REDACTED] | ||
| · | Direct telephone communication with retail (i.e., registered and NOBO shareholders) | [REDACTED] | ||
| · | [REDACTED] per account contacted (outgoing calls) | |||
| · | [REDACTED] per minute per incoming call | |||
| · | [REDACTED] per phone number lookup | |||
NOTE: The foregoing fees are exclusive of Expenses and custodial charges as described in paragraphs (c) and (d) of this Agreement. In addition, the Company will be charged a fee of [REDACTED] per extension if the Offer is extended for any reason.
FEE PAYMENT INSTRUCTIONS
The Company shall pay Georgeson as follows:
| · | Upon execution of this Agreement, the Company shall pay Georgeson [REDACTED], which amount is in consideration of Georgeson’s commitment to represent the Company and is non-refundable; |
| · | If applicable, immediately prior to the commencement of the mailing, the Company shall advance to Georgeson a portion of anticipated custodial charges; as described in paragraph (d) of this Agreement; and |
| · | Upon completion of the Offer, the Company shall pay Georgeson the sum of (i) any variable fees as described above under “Additional Services” which have accrued over the course of the Offer, (ii) all unreimbursed custodial charges, as described in paragraph (d) of this Agreement, and (iii) all Expenses. |
Georgeson will send the Company an invoice for each of the foregoing payments, which invoices will include written transfer instructions.
RULE 12d1-4
FUND OF FUNDS INVESTMENT AGREEMENT
THIS AGREEMENT, dated as of January 20, 2022, is among each entity listed on Schedule A (as amended from time to time), severally and not jointly, an “Acquiring Fund”), and each Acquired Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the AcquiringFunds, the “Funds”). This Agreement shall be effective as of January 20, 2022.
WHEREAS, each Acquiring Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, each Acquired Fund is registered with the SEC as a closed-end investment company under the 1940 Act;
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies and Section 12(d)(1)(C) limits the extent to which an investment company may invest in the shares of a registered closed-end investment company;
WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1)(A) and Section 12(d)(1)(C) of the 1940 Act, subject to compliance with the conditions of the Rule; and
WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) and Section 12(d)(1)(C), as applicable, in reliance on the Rule;
NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows.
| 1. | Terms of Investment. |
(a) In accordance with the Rule, each Acquiring Fund and Acquired Funds agree that an Acquiring Fund may invest in an Acquired Funds in reliance on the Rule and as provided herein.
(b) In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, each Acquired Fund and the Acquiring Fund agree as follows:
(i) the Acquiring Fund and its advisory group as such term is defined in the Rule, will not control (individually or in the aggregate) any Acquired Fund;
(ii) the Acquiring Fund shall not purchase or otherwise acquire securities issued by any Acquired Fund in excess of the limit in Section 12(d)(1)(A)(i) of the 1940 Act (i.e., three percent (3%) of the total outstanding voting shares of the Acquired Fund);
(iii) the Acquiring Fund together with all affiliated persons of the Acquiring Fund (including, for the avoidance of doubt, any private funds and managed accounts), in the aggregate, will not purchase or otherwise acquire more than ten percent (10%) of the outstanding voting securities of any Acquired Fund; if such 10% ownership limit is exceeded in any Acquired Fund, the Acquiring Fund will notify the applicable Acquired Fund immediately, will not purchase any additional securities of the Acquired Fund and will cause such ownership to comply with the 10% limit within six (6) months or such shorter time as may be required by law;
(iv) during the term of this Agreement, the Acquiring Fund agrees to appear at all Acquired Fund shareholder meetings or otherwise cause Acquired Fund shares owned by the Acquiring Fund to be counted as present thereat for purposes of calculating a quorum;
(v) (A) except as provided in paragraph (B) below, or otherwise required by applicable law or rules thereunder, the Acquiring Fund will vote all Acquired Fund securities held by the Acquiring Fund in the same proportion as the vote of all other holders of such securities (“echo voting”);
(B) if requested in writing by the Acquired Fund at least 30 days prior to the date on which Acquired Fund shareholders are to vote on any matter, the Acquiring Fund will consider, to the extent permitted, voting in its own discretion (rather than echo voting) in accordance with the best interest of its unitholders or shareholders.
(vi) during the term of this Agreement, the Acquiring Fund will not effect, seek, offer, engage in, propose (whether publicly or otherwise) or cause or participate in, or assist any other person to effect, seek, offer, engage in or propose (whether publicly or otherwise) or participate in, any “solicitation” of “proxies” (as defined in Rule 14a-1 under the Securities Exchange Act of 1934, as amended) with respect to any Acquired Fund or propose any matter for submission to a vote of shareholders of any Acquired Fund. Additionally, the Acquiring Fund will not knowingly sell shares of any Acquired Fund to any investor which the Acquiring Fund knows or reasonably should know to be engaged in acquiring or holding the securities of publicly traded companies with a purpose or effect of changing or influencing control of such companies, or in connection with or as a participant in any transactions having that purpose or effect; and
(vii) upon reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.
(c) In order to assist the Acquiring Fund’s investment advisor with evaluating the complexity of the structure and the fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide the Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. In accordance with the foregoing and in recognition of each Acquired Fund’s obligations regarding disclosure of material nonpublic information under applicable laws, rules and regulations, including without limitation Regulation FD, the Acquiring Fund and Acquired Fund agree that the information on fees and expenses of each Acquired Fund shall be provided through delivery or access to publicly available documents.
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(d) Each Acquiring Fund and Acquired Fund acknowledges that, as closed-end funds, the Acquired Funds do not permit daily redemptions, and that Acquired Funds that permit periodic repurchases, such as interval funds that operate under Rule 23c-3 under the 1940 Act or funds that conduct periodic tender offers pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended, would do so only under prescribed circumstances. Upon reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.
(e) An Acquiring Fund shall promptly provide an Acquired Fund with information regarding the amount of the Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s request.
| 2. | Representations of the Acquired Funds. |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) or Section 12(d)(1)(C), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or fails to comply with this Agreement.
| 3. | Representations of the Acquiring Funds. |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) or Section 12(d)(1)(C), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or fails to comply with this Agreement.
| 4. | Notices. |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below.
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If to the Acquiring Fund:
Marc Collins General Counsel RiverNorth Capital Management, LLC 360 S. Rosemary Street, Suite 1420 West Palm Beach, FL 34401
With a copy to: RiverNorth Compliance 433 West Van Buren Street, Suite 1150-E Chicago, Illinois 60607
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If to the Acquired Fund:
Kevin Wuerfel Vice President Investment Compliance Franklin Templeton One Franklin Parkway Building 920, 2nd Floor San Mateo, CA 94403 E-mail: Rule12d1- 4InvestmentAgreements@franklintempleton.com |
| 5. | Term and Termination. |
(a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 5(b).
(b) This Agreement shall continue until terminated in writing (i) by either party upon 60 days’ notice to the other party or (ii) by a non-breaching party immediately if the other party is in material breach of this Agreement. Upon termination of this Agreement, an Acquiring Fund may not purchase additional shares of an Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(1)(C) limits in reliance on the Rule. In addition, the Acquired Fund shall have the right to require the Acquiring Fund to sell or otherwise dispose of any shares of the Acquired Fund that the Acquiring Fund purchased or otherwise acquired in violation of the Rule or in breach of this Agreement.
(c) If this Agreement is terminated pursuant to Section 5(b) hereof with respect to an Acquiring Fund and corresponding Acquired Fund, the provisions set forth in Sections 1(b)(iv) and (v) shall survive and be a continuing obligation of such Acquiring Fund so long as the Acquiring Fund holds voting securities of the applicable Acquired Fund.
| 6. | Assignment, Amendment; Miscellaneous. |
(a) This Agreement may not be assigned (as that term is defined in the 1940 Act) by either party without the prior written consent of the other.
(b) This Agreement may be amended, including the addition of Acquiring Funds and Acquired Funds to Schedule A, only by a writing that is signed by each affected party.
(c) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy for satisfaction, and not to any other series of the trust or corporation of which any such Acquiring Fund is a series, if applicable, or to the Acquiring Funds’ directors, trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such satisfaction.
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(d) In any action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund(s) that is involved in the matter in controversy for satisfaction, and not to any other series of the trust or corporation of which any such Acquired Fund is a series, if applicable, or to the Acquired Funds’ directors, trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such satisfaction.
(e) In no event and under no circumstances will any party to this Agreement be liable to any person, including without limitation any other party to this Agreement, for any special, indirect or consequential loss or damages resulting from any act or failure to act in accordance with the provisions of this Agreement, even if such party had been advised of the possibility of such losses or damages.
(f) The Acquiring Funds and Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.
(g) For any Acquired Fund that is a Massachusetts business trust or a series of a Massachusetts business trust, a copy of the Declaration of Trust of such Acquired Fund or trust is on file with the Secretary of The Commonwealth of Massachusetts. Notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of an Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund.
(h) This Agreement will be governed by the laws of the State of Delaware without regard to its choice of law principles.
[Signature page to follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Acquiring Funds
RiverNorth Funds Trust, on behalf of each of its series listed on Exhibit A.
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
RiverNorth Specialty Finance Corp.
RiverNorth Opportunistic Municipal Income Fund, Inc.
RiverNorth Managed Duration Municipal Income Fund, Inc.
RiverNorth Managed Duration Municipal Income Fund II, Inc.
RiverNorth Flexible Municipal Income Fund, Inc.
RiverNorth Flexible Municipal Income Fund II, Inc.
| By: | /s/ Marcus L. Collins | |
| Name: | Marcus L. Collins | |
| Title: | Secretary and Chief Compliance Officer of each of the Acquiring Funds | |
| Acquired Funds Identified on Schedule A | ||
| Under the Heading “Franklin Funds” | ||
| By: | /s/ Navid Tofigh | |
| Name: | Navid Tofigh | |
| Title: | Vice President | |
| Acquired Funds Identified on Schedule A | ||
| Under the Heading “Legg Mason Partners Closed End Funds Board” | ||
| By: | /s/ Jane Trust | |
| Name: | Jane Trust | |
| Title: | President | |
| Acquired Funds Identified on Schedule A | ||
| Under the Heading “Templeton Funds” | ||
| By: | /s/ Navid Tofigh | |
| Name: | Navid Tofigh | |
| Title: | Vice President | |
| Acquired Funds Identified on Schedule A | ||
| Under the Heading “Western Asset funds Board” | ||
| By: | /s/ Jane Trust | |
| Name: | Jane Trust | |
| Title: | President | |
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SCHEDULE A
| Acquiring Funds | Acquired Funds |
| Franklin Funds | |
| RiverNorth Funds, on behalf of each of its current series listed below: | Franklin Advisers, Inc. |
· RiverNorth Core Opportunity Fund |
Franklin Limited Duration Income Trust |
· RiverNorth/DoubleLine Strategic Income Fund |
Franklin Universal Trust |
· RiverNorth/Oaktree High Income Fund |
Legg Mason Partners Closed End Funds Board |
| Legg Mason Partners Fund Advisor, LLC | |
| RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. | BrandywineGLOBAL - Global Income Opportunities Fund Inc. |
| ClearBridge Energy Midstream Opportunity Fund Inc. | |
| RiverNorth Specialty Finance Corp. | ClearBridge MLP and Midstream Fund Inc. |
| ClearBridge MLP and Midstream Total Return Fund Inc. | |
| RiverNorth Opportunistic Municipal Income Fund, Inc. | LMP Capital and Income Fund Inc. |
| Western Asset Emerging Markets Debt Fund Inc. | |
| RiverNorth Managed Duration Municipal Income Fund, Inc. | Western Asset Global Corporate Defined Opportunity Fund Inc. |
| Western Asset Global High Income Fund Inc. | |
| RiverNorth Managed Duration Municipal Income Fund II, Inc. | Western Asset High Income Fund II Inc. |
| Western Asset High Income Opportunity Fund Inc. | |
| RiverNorth Flexible Municipal Income Fund, Inc. | Western Asset High Yield Defined Opportunity Fund Inc. |
| Western Asset Intermediate Muni Fund Inc. | |
| RiverNorth Flexible Municipal Income Fund II, Inc. | Western Asset Investment Grade Defined Opportunity Trust Inc. |
| Western Asset Managed Municipals Fund Inc. | |
| Western Asset Middle Market Income Fund Inc. |
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| Western Asset Mortgage Opportunity Fund Inc. | |
| Western Asset Municipal High Income Fund Inc. | |
| Western Asset Municipal Partners Fund Inc. | |
| Templeton Funds | |
| Franklin Advisers, Inc. | |
| Templeton Emerging Markets Income Fund | |
| Templeton Global Income Fund | |
| Franklin Templeton Investment Management Ltd. | |
| Templeton Dragon Fund, Inc. | |
| Templeton Asset Management Ltd. | |
| Templeton Emerging Markets Fund | |
| Western Asset Funds Board | |
| Western Asset Management Company, LLC | |
| Western Asset Inflation-Linked Income Fund | |
| Western Asset Inflation-Linked Opportunities & Income Fund | |
| Western Asset Investment Grade Income Fund Inc. | |
| Western Asset Premier Bond Fund |
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BLACKROCK CLOSED-END RULE 12d1-4
FUND OF FUNDS INVESTMENT AGREEMENT
THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered investment company listed on Schedule A hereto, on behalf of its portfolio series, as applicable (each, an “Acquiring Fund”) and each BlackRock closed-end registered investment company listed on Schedule B hereto (each, an “Acquired Fund”), each severally and not jointly.
WHEREAS, each Acquiring Fund and Acquired Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies;
WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and
WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule;
NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.
| 1. | Terms of Investment. |
| (a) | In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows: |
| (i) | Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund. |
| (ii) | Nothing in this Agreement shall be understood to separately impose any requirement that an Acquired Fund redeem or tender for its shares. |
| (b) | In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund. |
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| 2. | Representations of the Acquired Funds. |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
| 3. | Representations of the Acquiring Funds. |
| (a) | In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement. |
| (b) | An Acquiring Fund shall not make any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities; |
| (c) | An Acquiring Fund, its Advisory Group (as defined in the Rule) and other accounts over which the Acquiring Fund’s investment adviser or its affiliate has investment discretion, individually or in the aggregate, shall not make any purchase or acquisition of shares in an Acquired Fund that results in such group holding more than 10% of an Acquired Fund’s total outstanding voting securities; |
| (d) | An Acquiring Fund shall promptly notify an Acquired Fund (which notice shall not constitute the giving of any notice required under Section 13 or 16 of the Securities Exchange Act of 1934 or the rules thereunder): |
| i. | of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities; |
| ii. | where, as a result of a change in the number of outstanding shares of an Acquired Fund, an Acquiring Fund, its Advisory Group (as defined in the Rule) and other accounts over which the Acquiring Fund’s investment adviser or its affiliate has investment discretion, individually or in the aggregate, hold more than 10% of the Acquired Fund’s total outstanding voting securities, such notice to include disaggregated information regarding the amounts of such holdings; and |
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| iii. | if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i), or (ii) above. |
| (e) | Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 1940 Act) that is: (i) a broker-dealer, (ii) a broker-dealer or bank that borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, will: (a) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at the time of purchase no longer complies. |
| (f) | Where an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 10% of an Acquired Fund's total outstanding voting securities, each of those holders shall vote its securities in the same proportion as the vote of all other holders of such securities, unless as otherwise provided under the Rule. |
| (g) | The requirements set forth in Sections 3(d), 3(e) and 3(f) shall not apply where the Acquiring Fund’s full portfolio is sub-advised by any affiliate of BlackRock, Inc. |
| (h) | An Acquiring Fund shall provide an Acquired Fund with information regarding the investments in the Acquired Fund held by the Acquiring Fund, its Advisory Group, and other accounts over which the Acquiring Fund’s investment adviser or its affiliate has investment discretion, including the amounts of such investments, upon the Acquired Fund’s reasonable request. |
| 4. | Indemnification. |
| (a) | Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the Acquired Fund, including any of its principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to terms and conditions of this Agreement. |
| (b) | Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to terms and conditions of this Agreement. |
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| (c) | Any liability pursuant to the forgoing provisions shall be several and not joint. In any action involving the parties under this Agreement, the parties agree to look solely to the individual series of the Acquiring Fund(s) or Acquired Fund(s) that is/are involved in the matter in controversy and not to any other series. |
| 5. | Use of Name. |
| (a) | To the extent an Acquiring Fund refers to one or more Acquired Funds in any prospectus, statement of additional information or otherwise (but not in the financial statements of the Acquiring Fund when the Acquired Fund is listed as a holding), each Acquiring Fund agrees to: |
| i. | Refer to such Acquired Fund by its legal name, for example, the “BlackRock Income Trust, Inc.” upon first reference to such Acquired Fund, and by its legal name or its ticker symbol for subsequent references; and |
| ii. | Include the following notice within reasonable proximity to the first reference to such Acquired Fund, as applicable: |
BlackRock is a registered trademark of BlackRock, Inc. or its subsidiaries (“BlackRock”). Neither BlackRock nor the BlackRock Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].
| (b) | No Acquiring Fund shall use the name or any tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of the Acquired Fund, BlackRock or any of their affiliates in its shareholder communications, advertising, sales literature and similar communications (other than a prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquired Fund or BlackRock. Additionally, no Acquiring Fund shall use any logo of the Acquired Fund or of BlackRock without entering into a separate trademark license agreement with BlackRock. |
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| 6. | Notices. |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below. Either party may notify the other in writing of any changes to these notice provisions.
| If to the Acquiring Funds: | If to the Acquired Funds: | ||
| As set forth on Schedule C | BlackRock Closed-End Mutual Funds: | ||
| Email: | |||
| GroupOfficeofRegisteredFunds@blackrock.com |
| 7. | Changes to Schedules of Acquiring Funds and Acquired Funds. |
| (a) | In the event that an Acquiring Fund or its sponsor wishes to include one or more additional Acquiring Funds in addition to those originally set forth on Schedule A, or to invest in an additional Acquired Fund in addition to those originally set forth on Schedule B, the Acquiring Fund shall so notify the Acquired Fund in writing, and if the Acquired Fund agrees in writing, such fund shall hereunder become an Acquiring Fund or Acquired Fund, as applicable, and Schedule A or Schedule B, as applicable, shall be amended accordingly. |
| (b) | In the event that an Acquired Fund wishes to no longer be party to the Agreement, the Acquired Fund may provide written notice to the Acquiring Fund, and such Acquired Fund shall no longer be an Acquired Fund under the Agreement and Schedule B shall be amended accordingly. |
| 8. | Governing Law; Counterparts. |
| (a) | This Agreement will be governed by Delaware law without regard to choice of law principles. |
| (b) | 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. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document. |
| 9. | Term and Termination; Assignment; Amendment. |
| (a) | This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b). |
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| (b) | This Agreement shall continue until terminated in writing by either party upon 30 days’ notice to the other party. To the extent an Acquiring Fund, its Advisory Group other accounts over which the Acquiring Fund’s investment adviser or its affiliate has investment discretion, individually or in the aggregate, holds more than 10% of an Acquired Fund’s total outstanding voting securities after the termination of this Agreement, Section 3(d) shall survive the termination of the Agreement. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. |
| (c) | This Agreement may not be assigned by either party without the prior written consent of the other. |
| (d) | Other than as set forth in Sections 6 and 7 above, this Agreement may be amended only by a writing that is signed by each affected party. |
| 10. | State Law Matters. |
| (a) | In the case of any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust (each, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each Massachusetts Trust. For the avoidance of doubt, no director, trustee, officer, employee, agent, employee or shareholder of any other Acquiring Fund or Acquired Fund shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each such Acquiring Fund or Acquired Fund. |
| (b) | For the avoidance of doubt, nothing in this Agreement shall alter or waive any voting restriction or other limitation made available by any state control share acquisition act or similar statute that is, or becomes, applicable to an Acquired Fund (in whole or in part). |
| 11. | Termination of Prior Agreements. |
The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”).
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The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.
[Remainder of page intentionally left blank; signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
EACH ACQUIRING FUND LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITS SERIES, AS APPLICABLE
| By: | /s/ Marcus Collins | |
| Name: | Marcus Collins | |
| Title: | Secretary and Chief Compliance | |
| Officer of each Acquiring Fund |
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| 8 |
EACH BLACKROCK CLOSED-END REGISTERED INVESTMENT COMPANY LISTED ON SCHEDULE B HERETO AS AN ACQUIRED FUND
| By: | /s/ Jonathan Diorio | |
| Name: | Jonathan Diorio | |
| Title: | Vice President |
| 9 |
Schedule A: Acquiring Funds
Registrant: RiverNorth Funds
| Series: | RiverNorth Core Opportunity Fund |
| RiverNorth/DoubleLine Strategic Income Fund | |
| RiverNorth/Oaktree High Income Fund |
Registrant: RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
Registrant: RiverNorth Specialty Finance Corporation
Registrant: RiverNorth Opportunistic Municipal Income Fund, Inc.
Registrant: RiverNorth Managed Duration Municipal Income Fund, Inc.
Registrant: RiverNorth Managed Duration Municipal Income Fund II, Inc.
Registrant: RiverNorth Flexible Municipal Income Fund, Inc.
Registrant: RiverNorth Flexible Municipal Income Fund II, Inc.
| 10 |
Schedule B: Acquired Funds
| Fund Name | Ticker |
| BlackRock Corporate High Yield Fund, Inc. | HYT |
| BlackRock Debt Strategies Fund, Inc. | DSU |
| BlackRock Energy and Resources Trust | BGR |
| BlackRock Enhanced Capital and Income Fund, Inc. | CII |
| BlackRock Enhanced Equity Dividend Trust | BDJ |
| BlackRock Enhanced Global Dividend Trust | BOE |
| BlackRock Enhanced International Dividend Trust | BGY |
| BlackRock Floating Rate Income Strategies Fund, Inc. | FRA |
| BlackRock Floating Rate Income Trust | BGT |
| BlackRock Health Sciences Trust | BME |
| BlackRock Health Sciences Trust II | BMEZ |
| BlackRock Income Trust, Inc. | BKT |
| BlackRock Innovation and Growth Trust | BIGZ |
| BlackRock Resources and Commodities Strategy Trust | BCX |
| BlackRock Science and Technology Trust | BST |
| BlackRock Science and Technology Trust II | BSTZ |
| BlackRock Taxable Municipal Bond Trust | BBN |
| BlackRock Utilities, Infrastructure & Power Opportunities Trust | BUI |
| 11 |
Schedule C: Notice for Acquiring Funds
RiverNorth Capital Management, LLC
Attn: Marcus L. Collins
360 South Rosemary Street, Suite 1420
West Palm Beach, FL 33401
mcollins@rivernorth.com
312.568.6506
With a copy to:
RiverNorth Capital Management, LLC
Attn: 12d Compliance
433 West Van Buren Street, Suite 1150-E
Chicago, IL 60607
compliance@rivernorth.com
| 12 |
EXECUTION VERSION
Nuveen Closed-End Funds
RULE 12d1-4 INVESTMENT AGREEMENT
THIS RULE 12d1-4 INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered investment company (each, a “Registrant”), on behalf of each series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.
WHEREAS, each Registrant is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, and Section 12(d)(1)(C) of the 1940 Act limits the extent to which an investment company may invest in shares of a registered closed-end investment company;
WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limitations set forth in Sections 12(d)(1)(A) and 12(d)(1)(C) of the 1940 Act, subject to compliance with the conditions of the Rule; and
WHEREAS, pursuant to this Agreement, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act in reliance on the Rule;
NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and certain additional terms of investment as provided below.
| 1. | Terms of Investment. |
| (a) | In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows: |
| (i) | Investment limit. The Acquiring Fund acknowledges and agrees that: |
| A. | unless otherwise agreed in writing between the Acquiring Fund and the Acquired Fund, the Acquiring Fund shall not purchase or otherwise acquire securities issued by the Acquired Fund in excess of the limits in Section 12(d)(1)(A)(i) of the 1940 Act; |
| B. | the Acquiring Fund may not rely on this Agreement to acquire shares of an Acquired Fund if such acquisition would cause the Acquiring Fund and its “advisory group” (as defined in the Rule) to hold more than 10% of the outstanding voting securities of the Acquired Fund; and |
| C. | the Acquiring Fund, its “advisory group” and any Account (as defined in Section 1(c)(i) below) shall not control (individually or in the aggregate) the Acquired Fund. |
| (ii) | Proxy voting. |
| A. | With respect to any Non-Routine Proxy Proposal involving an Acquired Fund, the Acquiring Fund acknowledges and agrees that the Acquiring Fund, its “advisory group” and any Account will (i) vote on such proposal and (ii) that such vote will be executed in accordance with such holder’s proxy voting policy or, in the case of any Account, pursuant to voting instructions from the Account client. |
| B. | In connection with executing this Agreement, the Acquiring Fund acknowledges and agrees that: |
| (x) | as of the date of this Agreement, the proxy voting policy of the Acquired Fund, each member of its “advisory group” and any Account has been provided to the Acquiring Fund and is a Permitted Proxy Voting Policy; or |
| (y) | as of the date of this Agreement, if the proxy voting policy of the Acquired Fund, each member of its “advisory group” and any Account is not a Permitted Proxy Voting Policy, the Acquiring Fund, each member of its “advisory group” and any Account will adopt and implement a proxy voting policy that is a Permitted Proxy Voting Policy within 90 days of the date of this Agreement and a copy of such proxy voting policy will be provided to the Acquired Fund promptly upon its adoption. If the Acquiring Fund, each member of its “advisory group” and any Account fails to adopt and implement a proxy voting policy that is a Permitted Proxy Voting Policy within 90 days of the date of this Agreement, the Acquiring Fund shall divest its holdings of each Acquired Fund as promptly as reasonably practicable, and in any event prior to the record date for the next meeting of shareholders of the Acquired Fund. |
| C. | The Acquiring Fund agrees to provide the Acquired Fund a copy of any subsequent updates to the proxy voting policy of the Acquiring Fund, each member of its “advisory group” and any Account at least 30 days’ prior to implementation. If any subsequent updates to the proxy voting policy of the Acquiring Fund, a member of its “advisory group” and any Account results in such proxy voting policy no longer being a Permitted Proxy Voting Policy, the Acquiring Fund shall divest its holdings of each Acquired Fund as promptly as reasonably practicable, and in any event prior to the record date for the next meeting of shareholders of the Acquired Fund. |
| 2 |
| (iii) | Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of investments in the Acquired Fund by the Acquiring Fund, its “advisory group” and any Account and the scale of the contemplated investments in the Acquired Fund by the Acquiring Fund, its “advisory group” and any Account. The Acquired Fund acknowledges and agrees that any summary information provided pursuant to the foregoing is not a commitment to purchase the Acquired Fund shares in any amount, nor a limitation thereof, and constitutes an estimate that may differ materially from the amount, timing and manner in which the Acquiring Fund may acquire shares of the Acquired Fund, if at all. The Acquired Fund agrees to treat any information provided by the Acquiring Fund under this provision confidentially and to use such information only for purposes contemplated by this Agreement. |
| (b) | In order to assist an Acquiring Fund’s investment adviser or, in the case of an Acquiring Fund that is a unit investment trust, its principal underwriter or depositor, with evaluating the complexity of the structure and fees and expenses associated with an investment in the Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund. In accordance with the foregoing and in recognition of each Acquired Fund’s obligations regarding disclosure of material nonpublic information under applicable laws, rules and regulations, including without limitation Regulation FD, the Acquiring Funds and Acquired Funds agree that the information on the fees and expenses of each Acquired Fund shall be provided through delivery of or access to publicly available documents. |
| (c) | Definitions. As used in this Agreement, the following terms shall have the following meanings: |
| (i) | “Account” shall mean any account managed by a member of an Acquiring Fund’s “advisory group” where such member of the Acquiring Fund’s “advisory group” exercises voting power, within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, over the securities of the Acquired Fund held in such account. |
| 3 |
| (ii) | “Permitted Proxy Voting Policy” means a proxy voting policy that provides for discretionary voting on Non-Routine Proxy Proposals with respect to an Acquired Fund and does not (x) require Non-Routine Proxy Proposals with respect to an Acquired Fund to be voted in accordance with the recommendation of a proxy advisory firm or (y) require or permit voting on Non-Routine Proxy Proposals with respect to an Acquired Fund in the same proportion as the vote of all other holders of such securities. |
| (iii) | “Non-Routine Proxy Proposals” means any proposal upon which a broker may not give or authorize a proxy to vote without instructions from beneficial owners pursuant to NYSE Rule 452 (or any successor provision). |
| 2. | Representations of the Acquired Funds. |
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act, the Acquired Fund agrees to: (i) comply with all conditions of the Rule applicable to the Acquired Fund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund or this Agreement.
| 3. | Representations of the Acquiring Funds. |
| (a) | In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act in reliance on the Rule, the Acquiring Fund agrees to: (i) comply with all conditions of the Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund or this Agreement. |
| (b) | An Acquiring Fund shall promptly notify an Acquired Fund: |
| (i) | when an Acquiring Fund or a member of its “advisory group,” individually or in the aggregate, acquires or ceases to hold more than 5% of such Acquired Fund’s total outstanding voting securities; and |
| (ii) | when an Acquiring Fund or a member of its “advisory group,” individually or in the aggregate, acquires or ceases to hold more than 7.5% of such Acquired Fund’s total outstanding voting securities. |
| (c) | Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 1940 Act) that is (i) a broker-dealer (not including any limited purpose broker-dealer that does not execute securities transactions for an Acquired Fund and does not invest in an Acquired Fund for its own principal account), (ii) a broker-dealer or bank that borrows as part of a securities lending program or (iii) a futures commission merchant or a swap dealer will: (a) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at the time of purchase no longer complies. |
| 4 |
| (d) | An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s, its “advisory group” or any Account’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request. The Acquired Fund agrees to treat any information provided by the Acquiring Fund under this provision confidentially and to use such information only for purposes contemplated by this Agreement. |
| (e) | Each Acquiring Fund acknowledges that: |
| (i) | it may not rely on this Agreement to invest in Acquired Funds designated as “Ineligible Funds” on the list of Ineligible Funds attached as Schedule C hereto (the “12d1-4 List”); |
| (ii) | the 12d1-4 List may be updated from time to time, and such updated 12d1-4 List shall be effective as of the date and time of its distribution to the Acquiring Fund via electronic mail at the address provided by the Acquiring Fund pursuant to Section 6 of this Agreement, and it is the Acquiring Fund’s obligation to review the most recently distributed 12d1-4 List prior to making investments under this Agreement. |
| (f) | Each Acquiring Fund represents, warrants, certifies, covenants and agrees that any securities of the Acquired Fund held or to be held by it, its “advisory group” and any Account are held or will be held in the ordinary course of business and that such securities were not and will not be acquired and are not and will not be held for the purpose of or with the effect of changing or influencing the management or policies of the Acquired Fund. |
| (g) | Each Acquiring Fund agrees that, upon any termination of its advisory agreement (including as a result of an “assignment” as defined in Section 2(a)(4) of the 1940 Act), it shall promptly notify each Acquired Fund and, unless otherwise agreed by the Acquired Fund in writing, shall divest its holdings of the Acquired Fund as promptly as reasonably practicable, and in any event prior to the record date for the next meeting of shareholders of the Acquired Fund. |
| (h) | Each Acquiring Fund agrees that if, after the date hereof, any member of its “advisory group” directly or indirectly acquires any securities of an investment adviser or enters into any partnership, joint venture or other strategic relationship with an investment adviser, it shall promptly notify each Acquired Fund and, unless otherwise agreed by the Acquired Fund in writing, shall divest its holdings of the Acquired Fund as promptly as reasonably practicable, and in any event prior to the record date for the next meeting of shareholders of the Acquired Fund. |
| 5 |
| (i) | Each Acquiring Fund agrees that that if it is unable to comply with its obligations under Section 1(a)(i) or Section 1(a)(ii) of this Agreement as a result of an order by any court of competent jurisdiction, a conflict with applicable law or for any other reason, it shall divest its holdings of the each Acquired Fund as promptly as reasonably practicable, and in any event prior to the record date for the next meeting of shareholders of the Acquired Fund. |
| 4. | Indemnification. |
| (a) | Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the Acquired Fund, including any of their principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to the terms and conditions of this Agreement. |
| (b) | Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund, including any of its directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to the terms and conditions of this Agreement. |
| (c) | Any liability pursuant to the forgoing provisions shall be several and not joint. In any action involving the parties under this Agreement implicating individual series of a Registrant, the parties agree to look solely to the individual series that is/are involved in the matter in controversy and not to any other series. |
| 6 |
| 5. | Use of Name. |
| (a) | To the extent an Acquiring Fund refers to one or more Acquired Funds in any prospectus, statement of additional information or otherwise (except when the reference to an Acquired Fund is included in a list of holdings), each Acquiring Fund agrees to: |
| (i) | Refer to such Acquired Fund by its legal name upon first reference to such Acquired Fund; and |
| (ii) | Include the following notice within reasonable proximity to the first reference to such Acquired Fund, as applicable: |
“Nuveen is a registered trademark of Nuveen Investments, Inc.
(“Nuveen”), the investment management arm of Teachers Insurance and Annuity Association of America (“TIAA”). Neither TIAA nor Nuveen nor the Nuveen Funds make any representations regarding the advisability of investing in [Name of Acquiring Fund].”
| (b) | No Acquiring Fund shall use the name or any tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of the Acquired Fund,Nuveen or any of their affiliates in its shareholder communications, advertising, sales literature and similar communications (other than a prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquired Fund or Nuveen. Additionally, no Acquiring Fund shall use any logo of the Acquired Fund, Nuveen or any of their affiliates without entering into a separate trademark license agreement with Nuveen or the affiliate, as applicable. |
| 6. | Notices. |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered via electronic mail to the address for each party specified below. Either party may notify the other in writing via electronic mail of any changes to these notice provisions.
| If to the Acquiring Funds: | If to the Acquired Funds: |
| mcollins@rivernorth.com | Nuveen12d1-4@nuveen.com |
| 7. | Additional Acquiring Funds. |
In the event that an Acquiring Fund wishes to include one or more series in addition to those originally set forth on Schedule A, the Acquiring Fund shall so notify the Acquired Fund in writing via electronic mail, and if the Acquired Fund agrees in writing via electronic mail, such series shall hereunder become an Acquiring Fund, and Schedule A shall be amended accordingly.
| 7 |
| 8. | Governing Law; Counterparts. |
| (a) | This Agreement will be governed by and construed in accordance with the laws of the State of Illinois without regard to choice of law principles. |
| (b) | 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. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an original signature on an original executed document. |
| 9. | Term and Termination; Assignment; Amendment. |
| (a) | This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b). Notwithstanding any provision of this Agreement to the contrary, the obligations set forth in Section 1(a)(ii), Section 3(f), Section 3(g), Section 3(h) and Section 3(i) hereof shall apply as of and beginning on the date hereof, and shall continue in effect for the term of this Agreement and thereafter as set forth in Section 9(c) hereof, regardless of whether the Acquiring Fund has made an investment in an Acquired Fund in reliance on the Rule. |
| (b) | This Agreement shall continue until terminated in writing by either party upon 30 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the limitations set forth in Section 12(d)(1)(A) of the 1940 Act in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund other than in accordance with Section 1(a)(ii)(B)(y), Section 1(a)(ii)(C), Section 3(g), Section 3(h) and Section 3(i). |
| (c) | If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(i)(C), Section 1(a)(ii), Section 3(b), Section 3(d), Section 3(f), Section 3(g), Section 3(h) and Section 3(i) of this Agreement shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund. |
| 8 |
| (d) | This Agreement may not be assigned by either party without the prior written consent of the other. |
| (e) | Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. |
| (f) | The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. |
| (g) | With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement. |
| 10. | Termination of Prior Agreements. |
The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.
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| 9 |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
EACH ACQUIRING FUND REGISTRANT LISTED ON SCHEDULE A HERETO, ON BEHALF OF ITS APPLICABLE SERIES
| By: | /s/ Marc Collins | |
| Name: | Marc Collins | |
| Title: | Secretary and Chief Compliance Officer |
EACH ACQUIRED FUND REGISTRANT LISTED ON SCHEDULE B HERETO
| By: | /s/ Christopher M. Rohrbacher | |
| Name: | Christopher M. Rohrbacher | |
| Title: | Vice President and Assistant Secretary |
| 1 |
Schedule A: Acquiring Funds
Registrant: RiverNorth Funds
| Series: | RiverNorth Core Opportunity Fund |
| RiverNorth/DoubleLine Strategic Income Fund | |
| RiverNorth/Oaktree High Income Fund |
Registrant: RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
Registrant: RiverNorth Specialty Finance Corporation
Registrant: RiverNorth Opportunistic Municipal Income Fund, Inc.
Registrant: RiverNorth Managed Duration Municipal Income Fund, Inc.
Registrant: RiverNorth Managed Duration Municipal Income Fund II, Inc.
Registrant: RiverNorth Flexible Municipal Income Fund, Inc.
Registrant: RiverNorth Flexible Municipal Income Fund II, Inc.
Schedule B: Acquired Funds
| Fund Name | Fund Ticker |
| Nuveen Arizona Quality Municipal Income Fund | NAZ |
| Nuveen California AMT-Free Quality Municipal Income Fund | NKX |
| Nuveen California Municipal Value Fund | NCA |
| Nuveen California Quality Municipal Income Fund | NAC |
| Nuveen New Jersey Quality Municipal Income Fund | NXJ |
| Nuveen New York AMT-Free Quality Municipal Income Fund | NRK |
| Nuveen New York Municipal Value Fund | NNY |
| Nuveen New York Quality Municipal Income Fund | NAN |
| Nuveen Ohio Quality Municipal Income Fund | NUO |
| Nuveen Pennsylvania Quality Municipal Income Fund | NQP |
| Nuveen Taxable Municipal Income Fund | NBB |
| Nuveen Select Maturities Municipal Fund (NIM) | NIMF |
| Nuveen California Select Tax-Free Income Portfolio | NXC |
| Nuveen New York Select Tax-Free Income Portfolio | NXN |
| Nuveen Select Tax-Free Income Portfolio | NXP |
| Nuveen Enhanced High Yield Municipal Bond Fund | HYIF |
| Nuveen Intermediate Duration Municipal Term Fund | NID |
| Nuveen Intermediate Duration Quality Municipal Term Fund | NIQ |
| Nuveen Georgia Quality Municipal Income Fund | NKG |
| Nuveen Massachusetts Quality Municipal Income Fund | NMT |
| Nuveen Minnesota Quality Municipal Income Fund | NMS |
| Nuveen Missouri Quality Municipal Income Fund | NOM |
| Nuveen Virginia Quality Municipal Income Fund | NPV |
| Nuveen Multi-Market Income Fund | JMM |
| Nuveen Floating Rate Income Fund | JFR |
| Nuveen Preferred & Income Opportunities Fund | JPC |
| Nuveen Preferred and Income Term Fund | JPI |
| Nuveen Preferred & Income Securities Fund | JPS |
| Nuveen Preferred and Income 2022 Term Fund | JPT |
| Nuveen Credit Strategies Income Fund | JQC |
| Nuveen Floating Rate Income Opportunity Fund | JRO |
| Nuveen Short Duration Credit Opportunities Fund | JSD |
| Nuveen Senior Income Fund | NSL |
| Nuveen Variable Rate Preferred & Income Fund | NPFD |
| Nuveen Quality Municipal Income Fund | NAD |
| Nuveen AMT-Free Quality Municipal Income Fund | NEA |
| Nuveen Municipal Value Fund, Inc. | NUV |
| Nuveen AMT-Free Municipal Value Fund | NUW |
| Nuveen Municipal Income Fund, Inc. | NMI |
| Nuveen Enhanced Municipal Value Fund | NEV |
| Nuveen AMT-Free Municipal Credit Income Fund | NVG |
| Nuveen Municipal Credit Income Fund | NZF |
| Nuveen Municipal High Income Opportunity Fund | NMZ |
| Nuveen Municipal Credit Opportunities Fund | NMCO |
| Nuveen Dynamic Municipal Opportunities Fund | NDMO |
| Nuveen Corporate Income 2023 Target Term Fund | JHAA |
| Nuveen Emerging Markets Debt 2022 Target Term Fund | JEMD |
| Nuveen Credit Opportunities 2022 Target Term Fund | JCO |
| Nuveen Multi-Asset Income Fund | NMAIF |
| Nuveen Real Estate Income Fund | JRS |
| Nuveen Real Asset Income and Growth Fund | JRI |
| Nuveen S&P 500 Buy-Write Income Fund | BXMX |
| Nuveen Dow 30sm Dynamic Overwrite Fund | DIAX |
| Nuveen S&P 500 Dynamic Overwrite Fund | SPXX |
| Nuveen Nasdaq 100 Dynamic Overwrite Fund | QQQX |
| Nuveen Core Equity Alpha Fund | JCE |
| Nuveen Global High Income Fund | JGH |
| Nuveen Core Plus Impact Fund | NPCT |
| Nuveen Mortgage and Income Fund | JLS |
This Schedule B is amended and supplemented by reference to the most recently distributed 12d1-4 List. This Schedule B may be amended from time to time to include additional Registrants or to remove Registrants, any such amendment effective as of the date and time of its distribution to an Acquiring Fund.
Schedule C: 12d1-4 List
FUND OF FUNDS INVESTMENT AGREEMENT
This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022, is between each fund listed on Exhibit A (each an “Acquiring Fund”), and each fund listed on Exhibit B (each an “Acquired Fund” and, together with the Acquiring Funds, the “Funds”).
WHEREAS, each Acquiring Fund is either a series of an open-end management investment company or a closed-end management investment company registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940 (the “1940 Act”);
WHEREAS, each Acquired Fund is a closed-end management investment company registered with the U.S. Securities and Exchange Commission under the 1940 Act;
WHEREAS, Sections 12(d)(1) and 60 of the 1940 Act generally limit the ability of a registered investment company or business development company to invest in shares of another registered investment company or business development company;
WHEREAS, Rule 12d1-4 under the 1940 Act generally permits a registered investment company or business development company to invest in shares of another registered investment company or business development company in excess of the limitations under Sections 12(d)(1) and 60 subject to certain terms and conditions; and
WHEREAS, the Acquiring Funds, from time to time, may wish to acquire shares of the Acquired Fund in excess of the limitations under Sections 12(d)(1) and 60 in reliance on Rule 12d1-4.
NOW, THEREFORE, in consideration of the potential benefits to the Funds arising out of the investment by an Acquiring Fund in an Acquired Fund, the Funds agree as follows:
| 1. | Representations and Obligations of an Acquired Fund |
Each Acquired Fund agrees to:
(a) comply with the terms and conditions of Rule 12d1-4 and this Agreement;
(b) promptly notify the Acquiring Funds if the Acquired Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement;
(c) adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4; and
(d) provide, subject to applicable law, the Acquiring Fund and its investment adviser (and, if applicable, subadviser) with information reasonably requested by the Acquiring Fund and its investment adviser (and, if applicable, subadviser) to comply with the terms and conditions of Rule 12d1-4, including information on the fees and expenses of the Acquired Fund.
| 2. | Representations and Obligations of an Acquiring Fund |
| (a) | An Acquiring Fund and its advisory group (as such term is defined in the Rule), in the aggregate, may not acquire more than 5% of the total outstanding shares of an Acquired Fund without the prior written authorization of an officer of the Acquired Fund; |
| (b) | An Acquiring Fund and its advisory group (as such term is defined in the Rule), in the aggregate, may not acquire more than 10% of the total outstanding shares of an Acquired Fund; |
| (c) | Upon a reasonable request by an Acquired Fund, the Acquiring Fund will use reasonable efforts to provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund; The Acquired Fund acknowledges and agrees that any summary information provided pursuant to the foregoing is not a commitment to purchase the Acquired Fund shares in any amount, nor a limitation thereof, and constitutes an estimate that may differ materially from the amount, timing and manner in which the Acquiring Fund may acquire shares of the Acquired Fund, if at all. |
| (d) | Each Acquiring Fund agrees to comply with the terms and conditions of Rule 12d1-4 and this Agreement; |
| (e) | Each Acquiring Fund agrees to promptly notify the Acquired Funds if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement; and |
| (f) | Each Acquiring Fund agrees to adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4. |
| 3. | Condition to Initial Purchase in Reliance on Rule 12d1-4 |
Each Acquiring Fund and the Acquired Fund agree that, prior to the initial acquisition by the Acquiring Fund of shares of the Acquired Fund in reliance on Rule 12d1-4, the investment adviser (or, if applicable, subadviser) to each of the Acquiring Fund and the Acquired Fund must make in writing the findings required by Rule 12d1-4.
| 4. | Indemnification |
(a) Each Acquiring Fund, severally and not jointly, agrees to hold harmless, indemnify and defend the Acquired Fund, including any principals, directors or trustees, officers, employees and agents (“Acquired Fund Agents”), against and from any and all losses, costs, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the Acquired Fund, including any Acquired Fund Agents, to the extent such Claims result from: (i) a violation of any provision of this Agreement or (ii) a violation of the terms and conditions of Rule 12d1-4, in each case by the Acquiring Fund, its principals, directors or trustees, officers, employees, agents, advisers or if applicable, subadvisers.
(b) Each Acquired Fund, severally and not jointly, agrees to hold harmless, indemnify and defend the Acquiring Fund, including any principals, directors or trustees, officers, employees and agents (“Acquiring Fund Agents”), against and from any and all Claims asserted against the Acquiring Fund, including any Acquiring Fund Agents, to the extent such Claims result from: (i) a violation of any provision of this Agreement or (ii) a violation of the terms and conditions of Rule 12d1-4, in each case by the Acquired Fund, its principals, directors or trustees, officers, employees, agents, advisers or if applicable, subadvisers.
| 2 |
(c) Any indemnification pursuant to this Section shall include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending the applicable Claims. This Section shall survive any termination of this Agreement.
(d) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) that is/are involved in the matter in controversy and not to any other Acquiring Fund or series of the Acquiring Fund.
(e) In any action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund(s) that is/are involved in the matter in controversy and not to any other Acquired Fund or series of the Acquiring Fund.
| 5. | Notices |
Except as otherwise noted, all notices, including all information that either party is required to provide under the terms of this Agreement, shall be in writing and shall be delivered to the contact identified below (which may be changed from time to time upon written notice to the other party) by (i) Federal Express or other comparable overnight courier; (ii) registered or certified mail, postage prepaid, return receipt requested; (iii) facsimile with confirmation during normal business hours; or (iv) e-mail (to all parties set forth below). All notices, demands or requests so given will be deemed given when actually received.
| If to the Acquiring Funds: | ||
| Marc Collins | ||
| General Counsel | ||
| RiverNorth Capital Management, LLC | ||
| 325 N. LaSalle St., Suite 645 | ||
| Chicago, Illinois 60654 | ||
| If to the Acquired Funds: | ||
| Micheline Faver | ||
| Voya Investment Management | ||
| 7337 E. Doubletree Ranch Road, Suite 100 | ||
| Micheline.Faver@voya.com | ||
| 6. | Termination and Governing Law |
(a) This Agreement will continue with respect to each Acquiring Fund or Acquired Fund until terminated in writing by a party upon 30 days’ notice to the other party. In the event of the termination or dissolution of a Acquiring Fund or Acquired Fund, this Agreement shall be terminated as to that Acquiring Fund or Acquired Fund, as applicable, and shall continue with respect to the non-terminating or non-dissolving Acquiring Fund(s) or Acquired Fund(s).
| 3 |
(b) Upon termination of this Agreement, the Acquiring Fund(s) may not purchase additional shares of the terminated Acquired Fund(s) beyond the Section 12(d)(1)(A) limits in reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Fund(s) made in reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 6(a).
(c) This Agreement will be governed by laws of Illinois without regard to choice of law principles.
| 7. | Miscellaneous |
(a) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. Any assignment in contravention of this Section shall be null and void.
(b) Except as expressly set forth herein, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
(c) Additional Funds. Certain closed-end and open-end investment companies (or series thereof) advised by the same adviser as the Acquiring Funds or the same adviser as the Acquired Funds, or any investment adviser controlling, controlled by or under common control with the adviser of the Acquiring Funds or adviser of the Acquired Funds (each, an “Additional Acquiring Fund” or “Additional Acquired Fund” as determined by context of the relevant investment company, and generally, an “Additional Fund”) may desire to be included under this Agreement. In such event, (1) an Additional Acquiring Fund may notify the Acquired Funds in writing, or (2) an Additional Acquired Fund may notify the Acquiring Funds in writing of this desire. If the adviser of the other party agrees in writing, such Additional Fund shall hereunder be deemed to be included as a party to this Agreement and, as applicable, either Exhibit A shall be amended to include the Additional Acquiring Fund or Exhibit B shall be amended to include the Additional Acquired Fund. All writings or notices provided in accordance with the notice provision of Section 5 will be deemed acceptable to fulfil the requirements of this Section 7(c).
(d) No amendment, modification, or supplement of any provision of this Agreement will be valid or effective unless made in writing in the manner provided by Section 5 and signed by a duly authorized representative of each party.
(e) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto. For purposes hereof, an electronic copy of this Agreement, including the signature pages hereto, shall be deemed an original.
| 4 |
(f) If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect, if the essential terms and conditions of this Agreement for both parties remain valid, legal and enforceable.
[Remainder of page intentionally left blank]
| 5 |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
RiverNorth Core Opportunity Fund, a series of RiverNorth Funds
RiverNorth/DoubleLine Strategic Income Fund, a series of RiverNorth Funds
RiverNorth/Oaktree High Income Fund, a series of RiverNorth Funds
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
RiverNorth Specialty Finance Corporation
RiverNorth Opportunistic Municipal Income Fund, Inc.
RiverNorth Managed Duration Municipal Income Fund, Inc.
RiverNorth Managed Duration Municipal Income Fund II, Inc.
RiverNorth Flexible Municipal Income Fund, Inc.
RiverNorth Flexible Municipal Income Fund II, Inc.
RiverNorth Capital Partners, LP
RiverNorth Institutional Partners, LP
| /s/ Marcus L. Collins | |
| Print Name: Marcus L. Collins | |
| Title: Secretary and Chief Compliance Officer of the Acquiring Funds | |
| ACQUIRED FUNDS, on behalf of the Acquired Funds listed on Exhibit B | |
| /s/ Micheline S. Faver | |
| Print Name: Micheline S. Faver | |
| Title: Senior Vice President of the Acquired Funds | |
| 6 |
Exhibit A - Acquiring Funds
RiverNorth Core Opportunity Fund, a series of RiverNorth Funds
RiverNorth/DoubleLine Strategic Income Fund, a series of RiverNorth Funds
RiverNorth/Oaktree High Income Fund, a series of RiverNorth Funds
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
RiverNorth Specialty Finance Corporation
RiverNorth Opportunistic Municipal Income Fund, Inc.
RiverNorth Managed Duration Municipal Income Fund, Inc.
RiverNorth Managed Duration Municipal Income Fund II, Inc.
RiverNorth Flexible Municipal Income Fund, Inc.
RiverNorth Flexible Municipal Income Fund II, Inc.
RiverNorth Capital Partners, LP
RiverNorth Institutional Partners, LP
| 7 |
Exhibit B - Acquired Funds
| · | Voya Asia Pacific High Dividend Equity Income Fund |
| · | Voya Emerging Markets High Dividend Equity Fund |
| · | Voya Global Advantage and Premium Opportunity Fund |
| · | Voya Global Equity Dividend and Premium Opportunity Fund |
| · | Voya Infrastructure, Industrials and Materials Fund |
| 8 |
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