0001193125-10-290433 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 30th, 2010 • RiverNorth Funds • Illinois

THIS AGREEMENT is made and entered into as of this day of , 2010, 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 N. LaSalle Street, Suite 645, Chicago, Illinois 60654, and DoubleLine Capital, LP (the “Subadviser”), a Delaware limited partnership registered under the Advisers Act, located at 333 S. Grand Avenue, 18th 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 • December 30th, 2010 • 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.

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”).

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”).

Letter Agreement
Management Agreement • December 30th, 2010 • 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 28, 2010 (the “Agreement”).

ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping and Pricing Services 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”), RiverNorth Capital Management, LLC (the “Adviser”), a limited liability company established under the laws of the State of Delaware, and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

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