RiverNorth Funds Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • January 28th, 2020 • RiverNorth Funds • New York

THIS SUBADVISORY AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of ______, 2019, by and between RiverNorth Capital Management, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) located at 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654, and Oaktree Capital Management, L.P. (the “Subadviser”), a Delaware limited partnership registered under the Advisers Act, located at 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071, with respect to the Fund listed on Schedule A hereto (the “Fund”), a series of the RiverNorth Funds, an Ohio statutory trust (the “Trust”).

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MANAGEMENT AGREEMENT
Management Agreement • November 20th, 2012 • RiverNorth Funds • Ohio

The Trust has been organized to engage in the business of an open-end management investment company. The Trust currently offers several series of shares to investors.

By-Laws of RiverNorth Funds
By-Laws • July 31st, 2006 • RiverNorth Funds
TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • December 7th, 2006 • RiverNorth Funds • Ohio

THIS AGREEMENT is made and entered into this 29th day of September, 2006, by and between the RiverNorth Funds (the “Trust”), an Ohio business trust having its principal place of business at 325 N. LaSalle St., Suite 645, Chicago, IL 60610, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • December 7th, 2006 • RiverNorth Funds • Ohio

THIS AGREEMENT is made and entered into this 29th day of September, 2006, by and between the RiverNorth Funds (the “Trust”), an Ohio business trust having its principal place of business at 325 N. LaSalle St., Suite 645, Chicago, IL 60610 and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 30th, 2010 • RiverNorth Funds • Colorado

THIS AGREEMENT is made as of December 6, 2010 between RiverNorth Funds, a trust established under the laws of the State of Ohio (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

ADMINISTRATION AGREEMENT
Administration Agreement • February 1st, 2008 • RiverNorth Funds • Ohio

RiverNorth Funds (the “Trust”) herewith confirms our agreement with you. The Trust has been organized to engage in the business of an open-end management investment company. The Trust currently offers several series of shares to investors.

CUSTODY AGREEMENT
Custody Agreement • October 14th, 2010 • RiverNorth Funds • Illinois

AGREEMENT dated as of June 14, 2010, between RIVERNORTH FUNDS, a business trust organized under the laws of the State of Ohio, having its principal office and place of business at 325 LaSalle Street, Suite 645, Chicago, Illinois, 60654 (the "Fund"), and THE NORTHERN TRUST COMPANY (the "Custodian"), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

CUSTODY AGREEMENT BETWEEN THE HUNTINGTON NATIONAL BANK AND
Custody Agreement • December 7th, 2006 • RiverNorth Funds • Ohio

This agreement (the "Agreement") is entered into as of the 5th day of Oct. 2006, by and between the RiverNorth Funds, an Ohio business trust (the "Trust") and The Huntington National Bank, (the "Custodian"), a national banking association having its principal office at 41 South High Street, Columbus, Ohio 43215.

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • December 30th, 2010 • RiverNorth Funds • Colorado

THIS AGREEMENT is made as of December 6, 2010, between RiverNorth Funds organized as a statutory trust under the laws of the State of Ohio (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Master Custodian Agreement
Master Custodian Agreement • June 11th, 2014 • RiverNorth Funds • Massachusetts

This Agreement is made as of March 3, 2014 by and between each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 20.5 below, shall hereinafter be referred to as a “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

RULE 12d1-4 INVESTMENT AGREEMENT
Rule 12d1-4 Investment Agreement • January 27th, 2023 • RiverNorth Funds • Illinois

THIS RULE 12d1-4 INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered investment company (each, a “Registrant”), on behalf of each series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.

BLACKROCK CLOSED-END RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • January 27th, 2023 • RiverNorth Funds • Delaware

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered investment company listed on Schedule A hereto, on behalf of its portfolio series, as applicable (each, an “Acquiring Fund”) and each BlackRock closed-end registered investment company listed on Schedule B hereto (each, an “Acquired Fund”), each severally and not jointly.

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • January 27th, 2023 • RiverNorth Funds

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022, is between each fund listed on Exhibit A (each an “Acquiring Fund”), and each fund listed on Exhibit B (each an “Acquired Fund” and, together with the Acquiring Funds, the “Funds”).

Letter Agreement
Management Agreement • January 28th, 2015 • RiverNorth Funds
LIQUDITY MANAGEMENT ADDENDUM to Administration, Bookkeeping and Pricing Services Agreement
Liquidity Management Addendum • January 28th, 2020 • RiverNorth Funds • Colorado

This Liquidity Management Addendum (this “Addendum”) to the Administration, Bookkeeping and Pricing Services Agreement, as amended, is dated as of February 15, 2019 and entered into by and between RiverNorth Funds (the “Trust”), on behalf of each of its series (each, a “Fund”), RiverNorth Capital Management, LLC (the “Adviser”), and ALPS Fund Services, Inc. (“ALPS”).

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • January 27th, 2023 • RiverNorth Funds

THIS AGREEMENT, dated as of January 20, 2022, is among each entity listed on Schedule A (as amended from time to time), severally and not jointly, an “Acquiring Fund”), and each Acquired Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the AcquiringFunds, the “Funds”). This Agreement shall be effective as of January 20, 2022.

Letter Agreement
Management Agreement • January 28th, 2016 • RiverNorth Funds
Letter Agreement
Management Agreement • February 1st, 2012 • RiverNorth Funds

You have engaged us to act as the sole investment adviser to the RiverNorth/DoubleLine Strategic Income Fund (the “Fund”) pursuant to a Management Agreement dated as of December 30, 2011 (the “Agreement”).

Letter Agreement
Management Agreement • January 28th, 2016 • RiverNorth Funds
FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • January 27th, 2023 • RiverNorth Funds • Delaware

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered open-end or closed-end investment company, or exchanged traded fund (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.

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Letter Agreement
Management Agreement • January 28th, 2011 • RiverNorth Funds

You have engaged us to act as the sole investment adviser to the RiverNorth Core Opportunity Fund (the “Fund”) pursuant to a Management Agreement dated as of November 29, 2010 (the “Agreement”).

Letter Agreement
Management Agreement • June 11th, 2014 • RiverNorth Funds
DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2019 • RiverNorth Funds • Colorado

THIS AGREEMENT (the “Agreement”) is made as of April 16, 2018, between RiverNorth Funds, an Ohio business trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

Letter Agreement
Management Agreement • January 26th, 2024 • RiverNorth Funds
Letter Agreement
Management Agreement • June 11th, 2014 • RiverNorth Funds
Letter Agreement
Management Agreement • October 5th, 2012 • RiverNorth Funds

You have engaged us to act as the sole investment adviser to the RiverNorth Dynamic Buy-Write Fund (the “Fund”) pursuant to a Management Agreement dated as of December 28, 2010 (the “Agreement”), as amended on August 15, 2012 to add the Fund as a series of RiverNorth Funds.

SUBSCRIPTION AGREEMENT BETWEEN THE TRUST AND THE INVESTORS RIVERNORTH CORE OPPORTUNITY FUND A SERIES OF THE RIVERNORTH FUNDS LETTER OF INVESTMENT INTENT
Subscription Agreement • December 7th, 2006 • RiverNorth Funds

The undersigned (the “Purchaser”) hereby subscribes to purchase a beneficial interest (the “Interest”) of the RiverNorth Core Opportunity Fund, a series of the RiverNorth Funds, in the amount of $100,000 for 10,000 shares at net asset value of $10.00 per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of $100,000.

Letter Agreement
Management Agreement • June 11th, 2014 • RiverNorth Funds
Letter Agreement
Management Agreement • January 28th, 2016 • RiverNorth Funds
Letter Agreement
Management Agreement • June 11th, 2014 • RiverNorth Funds
TRANSFER AGENCY AND SERVICES AGREEMENT AMENDMENT NO. 7
Transfer Agency and Services Agreement • January 28th, 2022 • RiverNorth Funds

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of February 16, 2021 (the “Effective Date”):

Letter Agreement
Management Agreement • November 20th, 2012 • RiverNorth Funds
Letter Agreement
Management Agreement • January 26th, 2018 • RiverNorth Funds
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