OPP RiverNorth DoubleLine Strategic Opportunity Fund Inc

 

As filed with the Securities and Exchange Commission on October 31, 2024

 

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. 4

 

and

 

[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 

[X] Amendment No. 23

 

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. 4 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 a.6, d.1, d.2, k.12, l.5 and l.6 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. 4 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. 4 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 for the fiscal year ended June 30, 2024 have been incorporated by reference into Part B of the Registration Statement by reference to the Registrant's annual report for the fiscal year ended June 30, 2024.

 

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.
a.3	Articles Supplementary Establishing and Fixing the Rights and Preferences of Perpetual Preferred Shares as of October 19, 2020. Filed on October 19, 2020 as Exhibit (a)(3) to Registrant's Registration Statement on Form N-2 (File No. 333-230320) and incorporated herein by reference.
a.4	Articles Supplementary increasing the number of authorized shares of Perpetual Preferred Stock. Filed on November 18, 2021 in Post-Effective Amendment No. 1 as Exhibit a.4 to Registrant’s Registration Statement on Form N-2 (File No. 333-260203) and incorporated herein by reference.
a.5	Articles Supplementary Establishing and Fixing the Rights and Preferences of Series B Perpetual Preferred Shares. Filed on November 18, 2021 in Post-Effective Amendment No. 1 as Exhibit a.5 to Registrant’s Registration Statement on Form N-2 (File No. 333-260203) and incorporated herein by reference.
a.6	Articles Supplementary Establishing and Fixing the Rights and Preferences of Series C Perpetual Preferred Shares are filed herewith.
b.	By-Laws of Fund. Filed on September 27, 2016 in Pre-Effective Amendment No. 5 as Exhibit b to Registrant's Registration Statement on Form N-2 (File No. 333- 212400) and incorporated herein by reference.
c.	None.
d.1	Form of Subscription Certificate for Rights Offering is filed herewith.
d.2	Form of Notice of Guaranteed Delivery for Rights Offering is filed herewith.
e.	Dividend Reinvestment Plan. Filed on September 27, 2016 in Pre-Effective Amendment No. 5 as Exhibit e to Registrant's Registration Statement on Form N-2 (File No. 333- 212400) and incorporated herein by reference.

 

f.

None.

g.1	Form of Management Agreement between Registrant and RiverNorth Capital Management, LLC. Filed on September 27, 2016 in Pre-Effective Amendment No. 5 as Exhibit g.1 to Registrant's Registration Statement on Form N-2 (File No. 333- 212400) and incorporated herein by reference.
g.2	Form of Subadvisory Agreement. Filed on September 27, 2016 in Pre-Effective Amendment No. 5 as Exhibit g.2 to Registrant's Registration Statement on Form N-2 (File No. 333- 212400) and incorporated herein by reference.
h.1	Distribution Agreement to be filed by amendment.
i.	None.
j.1	Master Custodian Agreement. Filed on September 3, 2020 in Post-Effective Amendment No. 2 as Exhibit j.1 to Registrant’s Registration Statement on Form N-2 (File No. 333-230320) and incorporated herein by reference.
j.2	Letter Agreement incorporating the Custody Agreement as of December 6, 2019, between Registrant and State Street Bank and Trust Company. Filed on September 3, 2020 in Post-Effective Amendment No. 2 as Exhibit j.2 to Registrant’s Registration Statement on Form N-2 (File No. 333-230320) and incorporated herein by reference.
j.3	Custody Agreement between Registrant and Millennium Trust Company. Filed on October 17, 2024 in Pre-Effective Amendment No. 1 as Exhibit j.3 to Registrant’s Registration Statement on Form N-2 (File No. 333-282688) and incorporated herein by reference.
k.l	Administration, Bookkeeping and Pricing Services Agreement between Registrant and ALPS Fund Services, Inc. Filed on September 3, 2020 in Post-Effective Amendment No. 2 as Exhibit k.1 to Registrant’s Registration Statement on Form N-2 (File No. 333-230320) and incorporated herein by reference.
k.2	Amendment No. 1 to Administration, Bookkeeping and Pricing Services Agreement between Registrant and ALPS Fund Services, Inc. Filed on December 4, 2020 in Post-Effective Amendment No. 6 as Exhibit k.2 to Registrant’s Registration Statement on Form N-2 (File No. 333-230320) and incorporated herein by reference.
k.3	Agency Agreement with DST Systems, Inc. Filed on September 3, 2020 in Post-Effective Amendment No. 2 as Exhibit k.7 to Registrant’s Registration Statement on Form N-2 (File No. 333-230320) and incorporated herein by reference.

k.4	Adoption Agreement incorporating the Agency Agreement as of December 2, 2019, between Registrant and DST Systems, Inc. Filed on September 3, 2020 in Post-Effective Amendment No. 2 as Exhibit k.8 to Registrant’s Registration Statement on Form N-2 (File No. 333-230320) and incorporated herein by reference
k.5	Adoption Agreement incorporating the Agency Agreement as of October 23, 2020, between Registrant and DST Systems, Inc. Filed on November 23, 2020 in Post-Effective Amendment No. 5 as Exhibit k.8 to Registrant’s Registration Statement on Form N-2 (File No. 333-230320) and incorporated herein by reference.

k.6	Adoption Agreement incorporating the Agency Agreement between Registrant and DST Systems, Inc. Filed on December 29, 2021 in Post-Effective Amendment No. 2 as Exhibit k.9 to Registrant’s Registration Statement on Form N-2 (File No. 333-260203) and incorporated herein by reference.
k.7	Franklin Rule 12d1-4 Fund of Funds Investment Agreement. Filed on August 25, 2022 as Exhibit k.12 to Post-Effective Amendment No. 3 to the Registrant's Registration Statement on Form N-2 (File No. 333-260203) and incorporated herein by reference.
k.8	BlackRock Closed-End Funds Rule 12d1-4 Fund of Funds Agreement. Filed on August 25, 2022 as Exhibit k.13 to Post-Effective Amendment No. 3 to the Registrant's Registration Statement on Form N-2 (File No. 333-260203) and incorporated herein by reference.
k.9	Nuveen Closed-End Funds Rule 12d1-4 Investment Agreement. Filed on August 25, 2022 as Exhibit k.14 to Post-Effective Amendment No. 3 to the Registrant's Registration Statement on Form N-2 (File No. 333-260203) and incorporated herein by reference.
k.10	Voya Fund of Funds Investment Agreement. Filed on August 25, 2022 as Exhibit k.15 to Post-Effective Amendment No. 3 to the Registrant's Registration Statement on Form N-2 (File No. 333-260203) and incorporated herein by reference.
k.11	Credit Agreement with BNP Paribas. Filed on October 17, 2024 in Pre-Effective Amendment No. 1 as Exhibit k.11 to Registrant’s Registration Statement on Form N-2 (File No. 333-282688) and incorporated herein by reference.
k.12	Subscription Agent and Information Agent Agreement is filed herewith.
l.1	Opinion and consent of Shapiro Sher Guinot & Sandler, P.A. Filed on October 17, 2024 in Pre-Effective Amendment No. 1 as Exhibit l.1 to Registrant’s Registration Statement on Form N-2 (File No. 333-282688) and incorporated herein by reference.
l.2	Opinion and consent of Faegre Drinker Biddle & Reath LLP. Filed on October 17, 2024 in Pre-Effective Amendment No. 1 as Exhibit l.2 to Registrant’s Registration Statement on Form N-2 (File No. 333-282688) and incorporated herein by reference.

l.3	Opinion and consent of Shapiro Sher Guinot & Sandler, P.A. with respect to legality of the 4.375% Series A Cumulative Preferred Stock. Filed on October 19, 2020 as Exhibit l.2 to Registrant’s Registration Statement on Form N-2 (File No. 333-230320) and incorporated herein by reference.
l.4	Opinion and Consent of Shapiro Sher Guinot & Sandler, P.A. with respect to the legality of the 4.75% Series B Cumulative Preferred Stock. Filed on November 18, 2021 in Post-Effective Amendment No. 1 as Exhibit l.4 to Registrant’s Registration Statement on Form N-2 (File No. 333-260203) and incorporated herein by reference.
l.5	Opinion and Consent of Shapiro Sher Guinot & Sandler, P.A. with respect to the legality of the 6.00% Series C Cumulative Preferred Stock is filed herewith.
l.6	Consent of Faegre Drinker Biddle & Reath LLP is filed herewith.

m.	None.
n.1	Consent of KPMG LLP.  Filed on October 17, 2024 in Pre-Effective Amendment No. 1 as Exhibit n.1 to Registrant’s Registration Statement on Form N-2 (File No. 333-282688) and incorporated herein by reference.
n.2	Consent of Cohen & Company, Ltd. Filed on October 17, 2024 in Pre-Effective Amendment No. 1 as Exhibit n.2 to Registrant’s Registration Statement on Form N-2 (File No. 333-282688) and incorporated herein by reference.
o.	None.
p.	Subscription Agreement. Filed on September 27, 2016 in Pre-Effective Amendment No. 5 as Exhibit p to Registrant's Registration Statement on Form N-2 (File No. 333- 212400) and incorporated herein by reference.
q.	None.
r. l	Code of Ethics of Registrant and RiverNorth Capital Management, LLC. Filed on August 15, 2024 as Exhibit r.1 to Registrant's Registration Statement on Form N-2 (File No. 333-282688) and incorporated herein by reference.
r.2	Code of Ethics of DoubleLine Capital LP. Filed on September 3, 2020 in Post-Effective Amendment No. 2 as Exhibit r.2 to Registrant’s Registration Statement on Form N-2 (File No. 333-230320) and incorporated herein by reference.
s.	Calculation of Filing Fees Table. Filed on August 15, 2024 as Exhibit s to Registrant's Registration Statement on Form N-2 (File No. 333-282688) and incorporated herein by reference.
t.	Powers of Attorney. Filed on August 15, 2024 as Exhibit t to Registrant's Registration Statement on Form N-2 (File No. 333-282688) and incorporated herein by reference.

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 31st day of October, 2024.

 

	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)		October 31, 2024
	Patrick W. Galley
By:	/s/ Jonathan M. Mohrhardt		Chief Financial Officer and Treasurer (Principal Financial Officer/ Principal Accounting Officer)		October 31, 2024
	Jonathan M. Mohrhardt
By:	/s/ Patrick W. Galley		Chairman of the Board and Director		October 31, 2024
	Patrick W. Galley
	John K. Carter(1)		Director	By:	/s/ Patrick W Galley
	Lisa B. Mougin(1)		Director		Patrick W. Galley
	David M. Swanson(1)		Director		Attorney-In-Fact
	Jerry Raio(1)		Director		October 31, 2024
	J. Wayne Hutchens(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 were previously executed and were filed on August 15, 2024 as Exhibit t to the Registrant's Registration Statement on Form N-2 (File No. 333-282688)

INDEX TO EXHIBITS

 

a.6	Articles Supplementary Establishing and Fixing the Rights and Preferences of Series C Perpetual Preferred Shares.
d.1	Form of Subscription Certificate for Rights Offering.
d.2	Form of Notice of Guaranteed Delivery for Rights Offering.
k.12	Subscription Agent and Information Agent Agreement.
l.5	Opinion and Consent of Shapiro Sher Guinot & Sandler, P.A. with respect to the legality of the 6.00% Series C Cumulative Preferred Stock.
l.6	Consent of Faegre Drinker Biddle & Reath LLP.

RiverNorth/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.

 

ARTICLES SUPPLEMENTARY

 

RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Corporation”), a Maryland corporation, hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:

 

RECITALS

 

FIRST:  The Corporation is authorized under Article IV of the charter of the Corporation, as amended (the “Charter”), to issue up to 50,000,000 shares of capital stock, with a par value $0.0001 per share (“Capital Stock”).

 

SECOND:  Pursuant to Article IV of the Charter, all 50,000,000 such shares of Capital Stock were initially classified as Common Stock, par value $0.0001 per share (the “Common Stock”).

 

THIRD: The Board of Directors of the Corporation (the “Board of Directors”, which term as used herein shall include any duly authorized committee of the Board of Directors) has previously reclassified 4,930,000 shares of Common Stock as Perpetual Preferred Stock, par value $0.0001 per share (the “Perpetual Preferred Stock”), such that prior to the date of these Articles Supplementary the Corporation has the authority to issue 45,070,000 shares of Common Stock and 4,930,000 shares of Perpetual Preferred Stock. Pursuant to Articles Supplementary previously filed with the SDAT, the Board of Directors has designated 2,530,000 shares of Perpetual Preferred Stock as the 4.375% Series A Perpetual Preferred Shares and 2,400,000 shares of Perpetual Preferred Stock as the 4.75% Series B Perpetual Preferred Shares.

 

FOURTH:  Pursuant to resolutions duly adopted at a meeting, the Board of Directors has renamed its one class of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), as follows:

 

Current Name:      Perpetual Preferred Stock      New Name:       Preferred Stock

 

Prior to the date of these Articles Supplementary, the Corporation had authorized and designated two series of Preferred Stock, namely the 4.375% Series A Perpetual Preferred Shares and the 4.75% Series B Perpetual Preferred Shares.

 

FIFTH: Pursuant to the authority expressly vested in the Board of Directors by Article IV of the Charter and Section 2-208 of the Maryland General Corporation Law, the Board of Directors has, by resolutions duly adopted on October 21, 2024 reclassified from unissued Common Stock and authorized the issuance of an additional 5,743,500 shares of Preferred Stock (the “Additional Preferred Shares”), having the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions set forth in the Charter.

 

SIXTH:  The Additional Preferred Shares have been classified by the Board of Directors under authority contained in the Charter as being part of the existing class of Preferred Stock. After giving effect to the classification of the Additional Preferred Shares set forth herein, the total number of shares of Common Stock that the Corporation has authority to issue is 39,326,500. After giving effect to the classification of the Additional Preferred Shares set forth herein, the total number of shares of Preferred Stock that the Corporation has authority to issue is 10,673,500, all of which are part of the single class of Preferred Stock.

 

SEVENTH: Appendix C attached to these Articles Supplementary establishes a new Series of Preferred Stock of the Corporation designated as the “Series C Term Preferred Shares” and sets forth the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, of the Series C Term Preferred Shares.

 

EIGHTH: The Series C Term Preferred Shares have been classified and designated by the Board of Directors under the authority contained in the Charter. 

NINTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

 

TENTH: These Articles Supplementary shall be effective upon the acceptance of these Articles Supplementary for record by the SDAT.

 

ELEVENTH: The undersigned Chairman and President acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

 

[Signature Page Begins on the Following Page] 

In Witness Whereof, these Articles Supplementary are executed on behalf of the Corporation by its Chairman and President and attested to on this 29th day of October, 2024.

 

ATTEST:			RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.
	/s/ Marcus L. Collins			/s/ Patrick W. Galley
Name:	Marcus L. Collins		Name:	Patrick W. Galley
Title:	Secretary		Title:	Chairman and President

 

[Signature Page to the Articles Supplementary]

APPENDIX C

 

RiverNorth/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.

 

6.00% SERIES C TERM Preferred Shares

 

This Appendix establishes a Series of Preferred Shares of RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. Except as set forth below, this Appendix incorporates by reference the terms set forth with respect to all Series of such Preferred Shares in those “Articles Supplementary Establishing and Fixing the Rights and Preferences of Perpetual Preferred Shares” dated October 19, 2020 (the “PP Articles Supplementary”), and except as set forth below, these Articles Supplementary incorporate by reference the terms set forth with respect to all Series of such Preferred Shares in the PP Articles Supplementary. This Appendix has been adopted by resolution of the Board of Directors of RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. Capitalized terms used herein but not defined herein have the respective meanings set forth in the PP Articles Supplementary.

 

Section 1.  Designation as to Series.

 

Term Preferred Shares, 6.00% Series C Term Preferred Shares: A series of 5,743,500 shares of Capital Stock classified as Preferred Shares is hereby designated as the “Series C Term Preferred Shares.” Each share of such Series shall have such preferences, voting powers, restrictions, limitations as to dividends and distributions, qualifications and terms and conditions of redemption, in addition to those required by applicable law and those that are expressly set forth in the Charter and the PP Articles Supplementary (except as the PP Articles Supplementary may be expressly modified by this Appendix), as are set forth in this Appendix C. The Series C Term Preferred Shares shall constitute a separate series of Capital Stock and of the Preferred Shares and each Series C Term Preferred Share shall be identical. The following terms and conditions shall apply solely to the Series C Term Preferred Shares:

 

Section 2.  Number of Authorized Shares of Series.

 

The number of authorized shares is 5,743,500.

 

Section 3.  Date of Original Issue with respect to Series.

 

The Date of Original Issue shall be the date upon which any such shares of Series C Term Preferred Shares are initially issued from time to time by the Corporation.

 

Section 4.  Fixed Dividend Rate Applicable to Series.

 

The Fixed Dividend Rate is 6.00%.

 

Section 5.  Liquidation Preference Applicable to Series.

 

The Liquidation Preference is $10.00 per share.

 

Section 6.  Term Redemption Date Applicable to Series.

 

The Term Redemption Date is December 1, 2027.

  

Section 7.  Dividend Payment Dates Applicable to Series.

 

The Dividend Payment Dates are February 15, May 15, August 15, and November 15 of each year (each a “Dividend Payment Date”), commencing on February 15, 2025, or, if any such day is not a Business Day, the next Business Day.

 

Section 8.  Non-Call Period Applicable to Series.

 

Not applicable. 

Section 9.  Exceptions to Certain Definitions Applicable to the Series.

 

The following definitions contained under the heading “Definitions” in the PP Articles Supplementary are hereby amended as follows:

 

All references to Perpetual Preferred Shares in the PP Articles Supplementary shall include the Series C Term Preferred Shares.

 

“Redemption Price” shall mean the Term Redemption Price or the Optional Redemption Price, as applicable.

 

Section 10.  Additional Definitions Applicable to the Series.

 

The following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

 

“Dividend Period” means, with respect to each Series C Term Preferred Share, in the case of the first Dividend Period, the period beginning on the Date of Original Issue for such Series to, but excluding, February 15, 2025, and for each subsequent Dividend Period, the period beginning on and including a Dividend Payment Date to, but excluding, the next Dividend Payment Date or the Term Redemption Date, as the case may be.

 

“Term Redemption Date” means, the date specified as the Term Redemption Date in this Appendix C.

 

“Term Redemption Price” has the meaning set forth in Section 11 in this Appendix C.

 

Section 11.  Amendments to Terms of Preferred Shares Applicable to the Series.

 

The following provisions contained under the heading “Terms of the Perpetual Preferred Shares” in the PP Articles Supplementary are hereby amended as follows:

 

Section 2.5(b) of the PP Articles Supplementary entitled Conversion to Open End Investment Company Mandatory Redemption is hereby deleted and replaced with the following new Section 2.5(b):

 

(b) Term Redemption. The Corporation shall redeem all Series C Term Preferred Shares on the Term Redemption Date, at a price per share equal to the Liquidation Preference per share plus an amount equal to all unpaid dividends and distributions on such Series C Term Preferred Shares accumulated to (but excluding) the Term Redemption Date (whether or not earned or declared by the Corporation, but excluding interest thereon) (the “Term Redemption Price”).

 

A new Section 2.5(c)(iv) shall be inserted immediately following Section 2.5(c)(iii), as follows:

 

(iv) Notwithstanding anything herein to the contrary, prior to December 1, 2027, the Series C Term Preferred Shares are not subject to optional redemption by the Corporation unless the redemption is necessary, in the judgment of the Board of Directors, to maintain the Corporation’s status as a RIC under Subchapter M of the Internal Revenue Code of 1986.

 

Section 2.7 of the PP Articles Supplementary entitled Maturity shall not apply to the Series C Term Preferred Shares.

 

Section 2.8 of the PP Articles Supplementary entitled Rating Agency shall not apply to the Series C Term Preferred Shares. 

Section 12.  Additional Terms and Provisions Applicable to the Series.

 

The following provisions shall be incorporated into and be deemed part of the PP Articles Supplementary:

 

No amendment, alteration or repeal of the obligation to pay the Term Redemption Price on the Term Redemption Date for the Series C Term Preferred Shares shall be effected without the prior unanimous vote or consent of the Holders of the Series C Term Preferred Shares.

 

 

			+
	RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.	Subscription Agent: Computershare Trust Company, N.A. Information Agent: Georgeson LLC Banks, brokers and shareholders call toll-free: (866) 357 - 5086

 

 

SUBSCRIPTION RIGHTS CERTIFICATE

 

VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.

EASTERN TIME ON THE EXPIRATION DATE: November 25, 2024 (unless extended)

 

RIVERNORTH/ DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC. SUBSCRIPTION RIGHTS FOR SHARES OF COMMON STOCK AND NEWLY ISSUED 6.00%, 3 YEAR TERM, SERIES C TERM PREFERRED STOCK.

 

In order to exercise your rights, you must complete both sides of this Subscription Rights Certificate.

 

The registered holder (the "Holder") of this Subscription Certificate named below, or its assignee, is entitled to the number of rights (each, a "Right") to purchase shares of common stock, $0.0001 par value (the ''Common Shares"), of RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the ”Fund”) and newly issued shares of Series C preferred stock (the “Series C Preferred Stock” or “Preferred Shares”) of the Fund as generally described in the Prospectus Supplement dated October 30, 2024 (the “Prospectus Supplement”). These rights are non-transferrable. Each holder of the Fund's Shares on the record date ("Record Date Stockholder") of November 5, 2024 (the "Record Date") is entitled to receive one (1) Right for each Share held of record on the Record Date. 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 six. For every six (6) Rights held, a Holder may subscribe for and purchase two (2) new Shares of common stock and one new share of Series C Preferred Stock of the Fund (the "Primary Subscription"). In addition, Record Date Stockholders who fully exercise their Rights may subscribe for additional Common Shares and Series C Preferred Stock not subscribed for by others in the Primary Subscription ("Over-Subscription Privilege") subject to the limitations set forth in the Prospectus Supplement. The Over-Subscription Shares will be allocated on a pro rata basis to Holders who over-subscribed based on the number of Rights originally issued to them. . The Board of Directors of the Fund has the right in its absolute discretion to eliminate the Over-Subscription Privilege if it considers it to be in the best interest of the Fund to do so. The Board of Directors may make that determination at any time, without prior notice to Rights Holders or others, up to and including the fifth day following the expiration date of November 25, 2024 (unless extended by the Board of Directors) (the "Expiration Date"). Fractional shares will not be issued upon the exercise of the Rights. Accordingly, new Shares may be purchased only pursuant to the exercise of Rights in integral multiples of six.

 

Rights Holders will not know the subscription price at the time of exercise and will be required initially to pay for both the Common Shares subscribed for pursuant to the Primary Subscription and, if eligible, any additional Common Shares subscribed for pursuant to the Over-Subscription Privilege, at the estimated subscription price of $8.51 per Common Share and $10.00 per Series C Preferred Stock. An exercising Rights Holder will generally have no right to rescind a purchase after the Subscription Agent has received payment. Any refund in connection with an over-subscription will be delivered as soon as practicable after the Expiration Date and after all over-subscription allocations, if any, have been effected.

 

The Rights represented by this Subscription Rights Certificate may be exercised, as described further in the Prospectus Supplement by delivering to Computershare Trust Company, N.A. ("Computershare" or the "Subscription Agent"), prior to 5:00 p.m., Eastern Time, on the Expiration Date of November 25, 2024 (unless extended), either, (1) this Subscription Rights Certificate, properly completed and executed, together with full payment for all the Rights the Holder elects to exercise under the Primary Subscription and Over-Subscription Privilege, or (2) a Notice of Guaranteed Delivery guaranteeing delivery of (i) a properly completed and executed Subscription Certificate and (ii) payment of the estimated Subscription Price in full for each share of Common Share and Series C Preferred Stock subscribed for under the Primary Subscription Privilege and Over Subscription Privilege (if applicable) (which certificate must then be delivered by the close of business on the first Business Day after the Expiration Date). This Subscription Rights Certificate may not be transferred or sold. All Rights not exercised prior to 5:00 p.m. on November 25, 2024 shall be null and void.

 

Holder ID

COY

Class

Rights Qty Issued

Rights Cert #

 

Signature of Owner and U.S. Person for Tax Certification		Signature of Co-Owner (if more than one registered holder listed)		Date (mm/dd/yyyy)

 

X R T 2

 

■

 

03QL3B

 

+

To Subscribe For Your Primary Shares please Complete Line “A” on the card below. EXAMPLE

 

 

Please note that $8.51 is an estimated price only. The Subscription Price will be determined on November 25, 2024, the Expiration Date (unless extended), and could be higher or lower than the Estimated Subscription Price depending on changes in the net asset value and share price of the Shares. The subscription price per Share will be determined based upon a formula equal 90% of the reported NAV or 95% of the market price per Share, whichever is higher, on the Expiration Date, unless the Offer is extended. Market price per Common Share will be determined based on the average of the last reported sales price of a Share on the New York Stock Exchange for the five trading days preceding (and not inclusive of) the Expiration Date.

 

To subscribe for any Shares in the Over-Subscription Privilege, please complete line "B" below. Please Note: Only Record Date Shareholders who have exercised their Primary Subscription in full may apply for shares pursuant to the Over-Subscription Privilege.

 

Payment of Shares: Full payment for both the primary subscription and over-subscription shares. Please reference your rights card control number on your check or cashier’s check (and on the Notice of Guaranteed Delivery, if applicable). For Holders who wish to make such payment by cashier's check, the cashier's check must have the registered Holder's name imprinted (not simply written) on the check by the financial institution.

 

If the aggregate Subscription Price paid by a Record Date Shareholder is insufficient to purchase the number of Shares that the Holder indicates are being subscribed for, or a Record Date Shareholder does not specify the number of Common Shares and Preferred Shares to be purchased, then the Record Date Shareholder will be deemed to have exercised first, the Primary Subscription Right (if not already fully exercised) and second, the Over-Subscription Privilege to purchase Common Shares and Preferred Shares to the full extent of the payment rendered. If the aggregate Subscription Price paid by a Record Date Shareholder exceeds the amount necessary to purchase the number of Common Shares and Preferred Shares for which the Record Date Shareholder has indicated an intention to subscribe, then the Record Date Shareholder will be deemed to have exercised first the Primary Subscription Right (if not already fully exercised) and second, the Over-Subscription Privilege to the full extent of the excess payment tendered.

 

Expiration Date: (November 25, 2024 unless extended)

 

PLEASE FILL IN ALL APPLICABLE INFORMATION

 

A.  Primary Subscription     __________÷ 6 and multiplied by 2 = _______Common shares and ______  Preferred       $                         ________________

      = $ _______________________________________ 

(6 Rights= 2 common + 1 preferred Share)

No. of Shares Subscribed For

(Estimated Subscription Price Common

Subscription Price Preferred

 

B.	Over-Subscription Privilege*			x	$
	= $______________________
	In addition, I wish to apply for additional shares pursuant to the Over-Subscription Privilege		No. Of Additional Shares Subscribed For		(Estimated Subscription Price Common)		Subscription Price Preferred

 

*

The Over-Subscription Privilege may only be exercised if the Primary Subscription is exercised in full, and may only be exercised by Record Date Shareholders, as described in the Prospectus Supplement. Over-Subscriptions may not be accepted by the Fund and are subject to pro rata reductions.

 

C.  Amount of Check Enclosed (Estimated Sub Price of Common *2) + $10.00 per Preferred share

= $

 

SECTION 1. TO SUBSCRIBE: I hereby irrevocably subscribe for the number of Common Shares and Preferred Shares indicated above upon the terms and conditions specified in the Prospectus Supplement relating thereto, receipt of which is acknowledged. I hereby agree that if I fail to pay for the Common Shares and Preferred Shares for which I have subscribed (or are deemed to have subscribed for as set forth above), the Fund may exercise any of the remedies set forth in the Prospectus Supplement.

 

 

IMPORTANT: The signature(s) must correspond in every particular, without alteration, with the name(s) as printed on your Subscription Certificate.

 

Your Signature must be guaranteed by an Eligible Guarantor Institution as that term is defined under Rule 17Ad-15 of the Securities Exchange Act of 1934, which may include:

a)

a commercial bank or trust company, or

b)

a member firm of a domestic stock exchange, or

c)

a savings bank or credit union

 

Signature Guaranteed By

 

(name of Bank or Firm)		(Signature of Officer and title)

 

Return Subscription Certificate by first class mail or overnight courier to: Computershare

 

By Mail: RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. Attn: Corporate Actions Voluntary Offer		By Express Mail or Overnight Courier: RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. Attn: Corporate Actions Voluntary Offer		For questions pertaining to this offer, please call: Georgeson LLC Banks, brokers and shareholders call toll-free: (866) 357-5086
P.O. Box 43011		150 Royall Street, Suite V
Providence, RI 02940-3011		Canton, MA 02021

 

 

NOTICE OF GUARANTEED DELIVERY

 

For Common Stock

and New Series C

Preferred 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 October 30, 2024 (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 (the “Common Stock”) and new Series C preferred stock (the “Series C Preferred Stock” or “Preferred Stock”) subscribed for under the Primary Subscription Privilege and pursuant to the Over-Subscription Privilege. 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 November 25, 2024, 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: (866) 357-5086

 

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 $8.51 per Common Share multiplied by 2 plus $10.00 per new Series C Preferred Stock) must then be delivered to the Subscription Agent no later than the close of business on the next business day after the Expiration Date). Failure to do so will result in a forfeiture of the Rights.

 

VOLUNTARY CORPORATE ACTIONS COY:

RIVERNORTH/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 next Business Day after November 25, 2024, 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 and Preferred Stock subscribed for under the Primary Subscription Privilege and for any additional shares of Common Stock and Preferred 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 and Preferred Stock is indicated herein or in the Rights Certificate. Pursuant to the Primary Subscription Privilege, for every six (6) Rights held, a holder may subscribe for and purchase two (2) new Shares of Common Stock and one new share of Series C Preferred Stock of the Fund. The Over-Subscription Privilege may only be exercised if the Primary Subscription is exercised in full. The Over-Subscription shares will be allocated on a pro rata basis to holders who over-subscribed based on the number of Rights originally issued to them.

 

RiverNorth/
DoubleLine Strategic Opportunity Fund, Inc.					Broker Assigned Control # _____________
1.	Primary Subscription	_____÷ 6 and multiplied by 2 = _____			Common shares ______ ______		Preferred Shares
	__________		= $____ ____
	(6 Rights= 2 common + 1 preferred Share)       No. of Shares Subscribed For       (Estimated Subscription Price Common       Subscription Price Preferred
2.	Over-Subscription Privilege*		__________________	x	__________________
	________________________				= $________________________
	In addition, I wish to apply for additional shares pursuant to the Over-Subscription Privilege		No. Of Additional Shares Subscribed For		(Estimated Subscription Price Common)		Subscription Price Preferred
3.	Totals		Total number of Rights to be delivered		Total number of shares of Common Stock and new Series C preferred subscribed for and/or requested
	__________Rights Shares of Preferred Series C		__________Shares of common ____________________				$______________ 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.

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: RIVERNORTH/OPP

 

 

 

EXECUTION VERSION

 

Subscription Agent and
Information Agent Agreement

 

Between

 

RiverNorth/DoubleLine Strategic
Opportunity Fund, Inc.

 

And

 

Computershare Trust Company,
N.A., Computershare Inc.

 

And

 

Georgeson LLC

 

OPP Computershare rights offering sub agent agreement docx

Page 1

This SUBSCRIPTION AGENT AGREEMENT (the "Agreement") is entered into as of this 30th day of October 2024 (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"). solely for purposes of the services provided under Article II hereof, Georgeson LLC, a Delaware limited liability company ("Georgeson").

 

Article I - SUBSCRIPTION AGENT SERVICES 

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 November 5, 2024 (the "Record Date"), the right to subscribe for and purchase (each, a "Right", and collectively, the "Rights") (i) new shares of common stock (the "Additional Common Stock") at an initial estimated purchase price of $[ 8.51 ] per share of the Additional Common Stock and (ii) newly issued shares of 6.00% Series C term preferred stock, $0.0001 par value per share (the "Series C Preferred Stock") at the purchase price of $10 per share of Series C Preferred Stock (each, a "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 November 25, 2024 (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 [and with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), on November 8, 2021, which became effective on November 10, 2021. The Subscription Offer will be made pursuant to the Fund’s currently effective shelf registration statement on file with the SEC, which continues to be effective through November 10, 2024. While the Fund’s currently effective shelf will technically expire during the rights offering, the Fund has filed a replacement shelf registration statement, which will extend the Fund’s ability to utilize the existing shelf through the completion of the rights offering. 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 and the terms of the Series C Preferred Stock are more fully described in the Articles Supplementary Establishing and Fixing the Rights and Preferences of Term Preferred Shares and the Articles Supplementary classifying the Series C Preferred Stock. 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)

 

OPP Computershare rights offering sub agent agreement docx

Page 2

2.          Subscription of Rights.

 

2.1        Every six Rights entitle each holder to subscribe, upon payment of the applicable Subscription Price, for (i) two new shares of the Additional Common Stock and (ii) one new share of the Series C Preferred Stock (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 six.

 

Fractional shares will not be issued upon the exercise of the Rights. Accordingly, new shares of common stock and Series C Preferred Stock may be purchased only pursuant to the exercise of Rights in integral multiples of six.

 

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 and Series C Preferred 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 5:00 p.m., Eastern Time, on November 18, 2024. 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 and Series C Preferred Stock, if any, Agent is authorized to issue.

 

OPP Computershare rights offering sub agent agreement docx

Page 3

(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 and Series C Preferred 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 each Subscription Price) on or prior to the Expiration Time in accordance with the Subscription Form.

 

(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 and Series C Preferred 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 and Series C Preferred 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 and Series C Preferred Stocks 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 shares of Series C Preferred Stock Subscribed for; (iii) the total number of the Rights sold; (iv) the total number of the Rights partially Subscribed for; (v) the amount of funds received; and (vi) the cumulative totals in categories (i) through (vi), above.

 

OPP Computershare rights offering sub agent agreement docx

Page 4

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; (ii) the number of shares of the Series C Preferred Stock Subscribed for; (iii) the number of shares of the Additional Common Stock unsubscribed for; and (iv) the number of shares of the Series C Preferred Stock unsubscribed for.

 

4.3        Upon acceptance of a Subscription, all funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services hereunder (the "Funds") shall be held by Computershare as agent for Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for Company. Computershare may hold or invest the Funds through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody's (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). (ii) AAA Fixed NAV money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended ("1940 Act"), a AAA rated 3C-7 fund, or similar, (iii) funds backed by obligations of, or guaranteed by, the United States of America, municipal securities, or (iv) debt or commercial paper obligations rated A-1 or P-1 or better by Standard & Poor's Corporation ("S&P") or Moody's Investors Service, Inc. ("Moody's"), respectively. Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.

 

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 and Series C Preferred 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 and Series C Preferred Stock to permit the exercise in full of all of the Rights issued pursuant to the Subscription Offer.

 

OPP Computershare rights offering sub agent agreement docx

Page 5

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 and Series C Preferred Stock issuable upon the exercise of the Rights (subject to payment of each 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 SEC 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 and Series C Preferred 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 and Series C Preferred 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 and Series C Preferred 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 and Series C Preferred 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.

 

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 and Series C Preferred 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.

 

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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.

 

ARTICLE II - INFORMATION AGENT SERVICES

 

1.           SERVICES Georgeson shall perform the information agent services described in the schedule of fees attached hereto as Exhibit C (such services, collectively, the "IA Services").

 

2.           FEES In consideration of Georgeson's performance of the IA Services, the Company shall pay Georgeson the amounts, and pursuant to the terms, set forth on the schedule of fees attached hereto as Exhibit C, together with the costs and expenses set forth below. The Company acknowledges and agrees that the schedule of fees shall be subject to adjustment if the Company requests Georgeson to provide services with respect to additional matters or a revised scope of work.

 

3.           EXPENSES

 

In addition to the fees and charges described in paragraphs (2) and 3(d) hereof, Georgeson shall charge the Company, and the Company shall be solely responsible, for the following costs and expenses:

 

a.

Costs and expenses incidental to the Subscription Offer, including without limitation the mailing or delivery of Offer materials;

 

b.

Costs and expenses relating to Georgeson's work with its agents or other parties involved in the Subscription Offer, including without limitation charges for bank threshold lists, data processing, telephone directory assistance, facsimile transmissions or other forms of electronic communication;

 

c.

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

 

d.

Any other costs and expenses authorized by the Company during the course of the Subscription Offer, including without limitation those relating to advertising (including production and posting), media relations and analytical services.

 

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e.

The Company shall pay all applicable taxes incurred in connection with the delivery of the IA Services or expenses.

 

4.           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 schedule of fees.

 

ARTICLE III - GENERAL PROVISIONS

 

10.        Authorizations and Protections.

 

As agent for Company hereunder, Agent:

 

10.1       Shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by Agent and Company;

 

10.2      Shall have no obligation to deliver the Additional Common Stock and Series C Preferred Stock unless Company shall have provided a sufficient number of shares of the Additional Common Stock and Series C Preferred Stock to satisfy the exercise of the Rights by holders as set forth hereunder;

 

10.3       Shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any certificates, if applicable, or the Rights represented thereby surrendered hereunder or the Additional Common Stock and Series C Preferred Stock issued in exchange therefor, and will not be required to or be responsible for and will make no representations as to, the validity, sufficiency, value or genuineness of the Subscription Offer;

 

10.4       Shall not be obligated to take any legal action hereunder; if, however, Agent determines to take any legal action hereunder, and where the taking of such action might, in Agent's judgment, subject or expose it to any expense or liability, Agent shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it;

 

10.5       May rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to Agent and believed by Agent to be genuine and to have been signed by the proper party or parties;

 

10.6       Shall not be liable or responsible for any recital or statement contained in the Subscription Offer or any other documents relating thereto;

 

10.7       Shall not be liable or responsible for any failure of the Company or any other party to comply with any of its covenants and obligations relating to the Subscription Offer, including without limitation obligations under applicable securities laws;

 

10.8       Shall not be liable to any holder of the Rights for any Additional Common Stock, Series C Preferred Stock or dividends thereon or, if applicable, and any related unclaimed property that has been delivered to a public official pursuant to applicable abandoned property law;

 

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10.9        May, from time to time, rely on instructions provided by Company concerning the services provided hereunder. Further, Agent may apply to any officer or other authorized person of Company for instruction, and may consult with legal counsel for Agent or Company with respect to any matter arising in connection with the services provided hereunder. Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company under Section 12.2 of this Agreement for any action taken or omitted by Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel. Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company;

 

10.10      May rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an eligible guarantor institution that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable signature guarantee program or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed;

 

10.11      Either in connection with, or independent of the instruction term in Section 10.9, above, Agent may consult counsel satisfactory to Agent (including internal counsel), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by Agent hereunder in good faith and in reliance upon the advice of such counsel;

 

10.12      May perform any of its duties hereunder either directly or by or through agents or attorneys and Agent shall not be liable or responsible for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care hereunder; and

 

10.13      Is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person.

 

11.         Representations. Warranties and Covenants.

 

11.1 Agent. Agent represents and warrants to Company that:

 

(a)

Governance. Trust Company is a federally chartered trust company duly organized, validly existing, and in good standing under the laws of the United States and Computershare is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and each has full power, authority and legal right to execute, deliver and perform this Agreement; and

 

(b)

Compliance with Laws. The execution, delivery and performance of this Agreement by Agent has been duly authorized by all necessary action, constitutes the legal, valid and binding obligation of Agent enforceable against Agent in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate, conflict with or result in the breach of any material term, condition or provision of (A) any existing law, ordinance, or governmental rule or regulation to which Agent is subject, (B) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority applicable to Agent, (C) Agent's incorporation documents or by- laws, or (D) any material agreement to which Agent is a party.

 

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11.2 Company. Company represents and warrants to Agent that:

 

(a)

Governance. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and it has full power, authority and legal right to enter into and perform this Agreement;

 

(b)

Compliance with Laws. The execution, delivery and performance of this Agreement by Company has been duly authorized by all necessary action, constitutes the legal, valid and binding obligation of Company enforceable against Company in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate, conflict with or result in the breach of any material term, condition or provision of (A) any existing law, ordinance, or governmental rule or regulation to which Company is subject, (B) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority applicable to Company, (C) Company's incorporation documents or by-laws, (D) any material agreement to which Company is a party, or (E) any applicable stock exchange rules;

 

(c)

Securities Laws. Registration statements under the 1933 Act, 1940 Act and the Securities Exchange Act of 1934 (the "1934 Act") have been filed and are currently effective, or will be effective Prior to the sale of any Additional Common Stock and Series C Preferred Stock, and will remain so effective, and all appropriate state securities law filings have been made with respect to all of the Additional Common Stock and Series C Preferred Stock being offered for sale, except for any shares of Additional Common Stock or Series C Preferred Stock which are offered in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act, 1940 Act, 1934 Act and state securities laws; Company will immediately notify Agent of any information to the contrary; and

 

(d)

Shares. The Additional Common Stock and Series C Preferred Stock issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; and any Additional Common Stock and Series Preferred Stock to be issued hereafter, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable.

 

12.        Indemnification and Limitation of Liability.

 

12.1   Liability. Agent shall only be liable for any loss or damage determined by a court of competent jurisdiction to be a result of Agent's gross negligence or willful misconduct; provided that any liability of Agent will be limited in the aggregate to the amounts paid hereunder by Company to Agent as fees and charges, but not including reimbursable expenses.

 

12.2   Indemnity. Company shall indemnify and hold Agent harmless from and against, and Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, penalties and related interest, counsel fees and expenses, payments, expenses and liability (collectively, "Losses") arising out of or attributable to Agent's duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Loss or enforcing this Agreement, except for any liability of Agent as set forth in Section 11.1, above.

 

12.3   Limitation of the Company and Shareholders. It is understood and expressly stipulated that none of the directors, officers, agents or shareholders of the Company shall be personally liable hereunder for the obligations of the Company. 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 directors, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Company.

 

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13.         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.

 

14.         Confidentiality.

 

14.1  Definition. "Confidential Information" shall mean any and all technical or business information relating to a party, including, without limitation, financial, marketing and product development information, shareholder data (including any non-public information of such Shareholder), proprietary information, and the terms and conditions (but not the existence) of this Agreement, that is disclosed or otherwise becomes known to the other party or its affiliates, agents or representatives before or during the term of this Agreement. Confidential Information constitutes trade secrets and is of great value to the owner (or its affiliates). Confidential Information shall not include any information that is: (a) already known to the other party or its affiliates at the time of the disclosure; (b) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the other party; (c) subsequently disclosed to the other party or its affiliates on a non-confidential basis by a third party not having a confidential relationship with the owner and which rightfully acquired such information; or (d) independently developed by one party without access to Confidential Information of the other.

 

14.2  Use and Disclosure. All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party's prior consent. However, each party may disclose relevant aspects of the other party's Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 14.

 

14.3  Required or Permitted Disclosure. In the event that any requests or demands are made for the disclosure of Confidential Information, other than requests to Agent for Shareholder records pursuant to standard subpoenas from state or federal government authorities (e.g., divorce and criminal actions), the party receiving such request will promptly notify the other party to secure instructions from an authorized officer of such party as to such request and to enable the other party the opportunity to obtain a protective order or other confidential treatment, unless such notification is otherwise prohibited by law or court order. Each party expressly reserves the right, however, to disclose Confidential Information to any person whenever it is advised by counsel that it may be held liable for the failure to disclose such Confidential Information or if required by law or court order.

 

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14.4 Unauthorized Disclosure. As may be required by law and without limiting any party's rights in respect of a breach of this Section 13, each party will promptly: 

(a)

Notify the other party in writing of any unauthorized possession, use or disclosure of the other party's Confidential Information by any person or entity that may become known to such party;

(b)

Furnish to the other party full details of the unauthorized possession, use or disclosure; and

(c)

Use commercially reasonable efforts to prevent a recurrence of any such unauthorized possession, use or disclosure of Confidential Information.

 

14.5 Costs. Each party will bear the costs it incurs as a result of compliance with this Section 13.

 

15.         Compensation and Expenses.

 

15.1       Company shall pay to Agent compensation in accordance with the fee schedule attached as Exhibit B hereto, together with reimbursement for reasonable fees and disbursements of counsel, regardless of whether any Rights are surrendered to Agent, for Agent's services hereunder.

 

15.2       Company shall be charged for certain expenses advanced or incurred by Agent in connection with Agent's performance of its duties hereunder. Such charges include, but are not limited to, stationery and supplies, such as checks, envelopes and paper stock, as well as any disbursements for telephone and document creation and delivery. While Agent endeavors to maintain such charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of Agent's billing systems.

 

All amounts owed to Agent hereunder are due within thirty (30) days of the invoice date. Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per month commencing forty-five (45) days from the invoice date. Company agrees to reimburse Agent for any attorney's fees and any other costs associated with collecting delinquent payments.

 

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-l promulgated under the 1934 Act.

 

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15.         Subcontractors and Unaffiliated Third Parties.

 

18.1       Subcontractors. Agent may, without further consent of Company, subcontract with (a) any affiliates, or (b) unaffiliated subcontractors for such services as may be required from time to time (e.g., lost shareholder searches, escheatment, telephone and mailing services); provided, however, that Agent shall be as fully responsible to Company for the acts and omissions of any subcontractor as it is for its own acts and omissions.

 

18.2        Unaffiliated Third Parties. Nothing herein shall impose any duty upon Agent in connection with or make Agent liable for the actions or omissions to act of unaffiliated third parties (other than subcontractors referenced in Section 18.1, above) such as, by way of example and not limitation, airborne services, delivery services, the U.S. mails, and telecommunication companies, provided, if Agent selected such company, Agent exercised due care in selecting the same.

 

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:

 

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

 

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

 

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19.2       No Expenditure of Funds. No provision of this Agreement shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

 

19.3       Publicity. Neither party hereto shall issue a news release, public announcement, advertisement, or other form of publicity concerning the existence of this Agreement or the services to be provided hereunder without obtaining the prior written approval of the other party, which may be withheld in the other party's sole discretion; provided, that Agent may use Company's name in its customer lists or otherwise as required by law or regulation.

 

19.4       Successors. All the covenants and provisions of this Agreement by or for the benefit of Company or Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

 

19.5       Amendments. This Agreement may be amended or modified by a written amendment executed by the parties hereto and, to the extent required, authorized by a resolution of the Board of Directors of Company.

 

19.6       Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

 

19.7       Governing Law: Jurisdiction. This Agreement shall be governed by the laws of the State of New York, without regard to principles of conflicts of law. The parties hereto irrevocably (a) submit to the non-exclusive jurisdiction of any New York State court sitting in New York City or the United States District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement, (b) waive, to the fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such action or proceeding, and (c) waive all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby. Agent shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof. Agent may consult with foreign counsel, at Company's expense, to resolve any foreign law issues that may arise as a result of Company or any other party being subject to the laws or regulations of any foreign jurisdiction.

 

19.8        Force Majeure. Notwithstanding anything to the contrary contained herein, Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

 

19.9        Third Party Beneficiaries. The provisions of this Agreement are intended to benefit only Agent, Company and their respective permitted successors and assigns. No rights shall be granted to any other person by virtue of this Agreement, and there are no third party beneficiaries hereof.

 

19.10      Survival. All provisions regarding indemnification, warranty, liability and limits thereon, compensation and expenses and confidentiality and protection of proprietary rights and trade secrets shall survive the termination or expiration of this Agreement.

 

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19.11     Priorities. In the event of any conflict, discrepancy, or ambiguity between the terms and conditions contained in (a) this Agreement, (b) any exhibits, schedules or attachments hereto, and (c) the Subscription Offer, the terms and conditions contained in this Agreement shall take precedence.

 

19.12     Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

 

19.13     No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

 

19.14     Descriptive Headings. Descriptive headings contained in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

 

19.15     Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

 

[The remainder of this page has been intentionally left blank. Signature page follows.]

 

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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

 

GEORGESON LLC
By:	/s/ Christopher M. Hayden
Name:	Christopher M. Hayden
Title:	Chief Operating Officer>US

 

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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.  

 

 

 

 

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)?

 

 

 

 

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)?

 

 

 

 

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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Page 26

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:

 

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:

 

OPP Computershare rights offering sub agent agreement docx

Page 27

 

**

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 Id 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:

 

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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Page 28

Backup Withholding Information

 

If you selected "Yes" and indicated that FMV of the share consideration is a taxable exchange and reportable on a 1099-Bas " 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.

 

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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Page 29

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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Page 30

 

 

October 31, 2024

 

RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.

360 South Rosemary Avenue

Suite 1420

West Palm Beach, Florida 33401

 

Re:

Registration Statement on Form N-2 (File No. 333-260203)

 

Ladies and Gentlemen:

 

We have acted as special “Maryland law” counsel to RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., a Maryland corporation (the “Fund”), and a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), in connection with certain matters of Maryland law arising out of the registration of up to 5,743,500 shares (the “Shares”) of preferred stock, $0.0001 par value per share, of the Fund (the “Preferred Stock”) classified and designated as the Series C Term Preferred Shares (the “Series C Preferred Stock”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Fund with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued in a rights offering (the “Offering”) pursuant to the Prospectus Supplement (as defined herein). This opinion is being furnished to you at your request.

 

I. Documents Reviewed and Matters Considered

 

In our capacity as counsel to the Fund and for purposes of this opinion, we have examined the following documents (all of which are collectively called the “Documents”):

 

(i)         the Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Commission under the 1933 Act;

 

(ii)        the Prospectus Supplement, dated as of October 30, 2024 (the “Prospectus Supplement”);

 

(iii)       the charter of the Fund (the “Charter”), certified by the Maryland State Department of Assessments and Taxation (the “SDAT”), including the Articles Supplementary filed with the SDAT on October 29, 2024 that classified certain unissued stock as additional Preferred Stock, established a new series of Preferred Stock designated as the Series C Term Preferred Shares, and designated the additional Preferred Stock as Series C Preferred Stock;

RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.

 

October 31, 2024

 Page 2

 

(iv)       the Bylaws of the Fund (the “Bylaws”), certified as of the date hereof by an officer of the Fund;

 

(v)        a Certificate of Status of the SDAT to the effect that the Fund is in good standing, dated October 28, 2024;

 

(vi)       resolutions adopted by the Board of Directors (the “Board”) of the Fund relating to the issuance of the Shares by the Fund, certified as of the date hereof by an officer of the Fund (the “Resolutions”);

 

(vii)      a certificate executed by an officer of the Fund, dated as of the date hereof, as to such matters as we deem necessary and appropriate to enable us to render this opinion letter; and

 

(viii)     such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the assumptions, qualifications, and limitations noted herein.

 

II. Assumptions

 

In reaching the opinions set forth below, we have assumed the following:

 

(a)        Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

 

(b)        Each individual executing any of the Documents on behalf of a party (other than the Fund) is duly authorized to do so.

 

(c)        All Documents submitted to us as originals are authentic. All Documents submitted to us as certified, photostatic, or other copies conform to the original documents. All Documents upon which we have relied are accurate and complete. All public records reviewed or relied upon by us or on our behalf are true and complete and remain so as of the date of this letter.

 

(d)        The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered.

 

(e)        All representations, warranties, statements and information contained in the Registration Statement are accurate and complete.

 

(f)         All signatures on the Documents submitted to us for examination are genuine.

RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.

 

October 31, 2024

 Page 3

 

(g)        There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any of the provisions of the Documents, by actions or omission of the parties or otherwise.

 

(h)        Each individual executing a certificate is authorized to do so and has knowledge about all matters stated therein. The contents of each such certificate are accurate and complete and remain so as of the date of this letter.

 

(i)         Prior to the issuance of any of the Shares, the Board will determine certain terms of issuance of such Shares (the “Corporate Proceedings”);

 

(j)         The final number of Shares to be offered and sold by the Fund pursuant to the Registration Statement and the final price to be received by the Fund for the Shares will have been determined by the Board in accordance with the Resolutions prior to the issuance of the Shares.

 

III. Opinions

 

Based on our review of the foregoing and subject to the assumptions, qualifications, and limitations set forth herein, it is our opinion, as of the date of this letter, that:

 

1.         The Fund is a corporation duly incorporated and, based solely on the Certificate of Status issued by the SDAT dated October 28, 2024, the Fund is validly existing and in good standing under the Maryland General Corporation Law.

 

2.         Upon the completion of the Corporate Proceedings, the issuance of the Shares will be duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the Prospectus Supplement, the Charter, the Bylaws, the Resolutions, and the Corporate Proceedings, the Shares will be validly issued, fully paid, and nonassessable.

 

IV. Qualifications and Limitations

 

In addition to the other matters set forth in this letter, the opinions set forth herein are also subject to the following qualifications:

 

(A)       We express no opinion as to the laws of any jurisdiction other than the laws of the State of Maryland and as used herein “law” means such laws. We express no opinion as to the principles of conflict of laws of any jurisdiction, including the laws of the State of Maryland.

 

(B)       We assume no obligation to supplement our opinions if any applicable law changes after the date of this letter or if we become aware of any facts that might change the opinions expressed in this letter after the date of this letter.

RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.

 

October 31, 2024

 Page 4

 

(C)       The opinions expressed in this letter are limited to the matters set forth in this letter, and no other opinions shall be implied or inferred beyond the matters expressly stated.

 

(D)       This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Registration Statement relating to the Offering. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

 

	Very truly yours,
	/s/ SHAPIRO SHER GUINOT & SANDLER, P.A.
	SHAPIRO SHER GUINOT & SANDLER, P.A.

 

 

CONSENT OF COUNSEL

 

We hereby consent to the use of our name and to the references to our Firm under the caption “Legal Matters” in the Prospectus and the caption “Legal Counsel” in the Statement of Additional Information included in Post-Effective Amendment No. 4 to the Registration Statement on Form N-2 under the Securities Act of 1933, as amended (the “1933 Act”), of RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (File Nos. 333-260203 and 811-23166). In giving such consent, however, we do not admit that we are within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Securities and Exchange Commission thereunder.

 

	/s/ Faegre Drinker Biddle & Reath LLP
	Faegre Drinker Biddle & Reath LLP

 

Philadelphia, Pennsylvania 

October 31, 2024 

 

v3.24.3

N-2	Oct. 31, 2024
Cover [Abstract]
Entity Central Index Key	0001678130
Amendment Flag	false
Document Type	POS EX
Entity Registrant Name	RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
Entity Address, Address Line One	360 South Rosemary Avenue, Suite 1420
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	(561)
Local Phone Number	484-7185
No Substantive Changes, 462(c)	false
Exhibits Only, 462(d)	true
Entity Well-known Seasoned Issuer	No
Entity Emerging Growth Company	false
Business Contact [Member]
Cover [Abstract]
Entity Address, Address Line One	360 South Rosemary Avenue, Suite 1420
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
Contact Personnel Name	Marcus L. Collins, Esq.

---