0001398344-16-016923 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • August 17th, 2016 • RiverNorth Marketplace Lending Corp • Minnesota

THIS AGREEMENT is made and entered into as of the 27th day of June , 2016, by and between RIVERNORTH MARKETPLACE LENDING CORPORATION, a Maryland corporation, (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

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AGENCY AGREEMENT
Agency Agreement • August 17th, 2016 • RiverNorth Marketplace Lending Corp • Missouri

THIS AGREEMENT made the ___ day of _____, 2016, by and between RIVERNORTH MARKETPLACE LENDING CORPORATION, a corporation existing under the laws of the State of ________, having its principal place of business at ___________________ (the "Fund") and any other investment products set forth on Schedule I, attached hereto, as amended from time to time (each such investment program hereinafter jointly and severally referred to as "Fund"),, and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 ("DST"):

CUSTODY AGREEMENT dated as of by and between
Custody Agreement • August 17th, 2016 • RiverNorth Marketplace Lending Corp • Illinois

THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of ______________, 2016 by and between _______________________, a _________________ organized under the laws of ______________, having its principal place of business at _____________________________ (the “Fund”), and MILLENNIUM TRUST COMPANY, LLC, a limited liability company organized under the laws of the State of Illinois, having its principal place of business at 2001 Spring Road, Oak Brook, IL 60523 (the “Custodian”).

MANAGEMENT AGREEMENT
Management Agreement • August 17th, 2016 • RiverNorth Marketplace Lending Corp • Maryland

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

DISTRIBUTION AGREEMENT
Distribution Agreement • August 17th, 2016 • RiverNorth Marketplace Lending Corp • Wisconsin

THIS AGREEMENT is made and entered into as of this ____ day of _________, 2015, by and between RIVERNORTH MARKETPLACE LENDING CORPORATION, a Maryland corporation (the “Fund”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). RIVERNORTH CAPITAL MANAGEMENT, LLC, a Delaware limited liability company and the investment advisor to the Fund (the “Advisor”), is a party hereto with respect to Sections 3 F. and 6 only.

SERVICING AGREEMENT
Servicing Agreement • August 17th, 2016 • RiverNorth Marketplace Lending Corp • New York

THIS AGREEMENT is made and entered into as of this ____ day of September, 2015, by and between RIVERNORTH MARKETPLACE LENDING CORPORATION, a Maryland corporation (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

RiverNorth Marketplace Lending Corporation Subscription Agreement
Subscription Agreement • August 17th, 2016 • RiverNorth Marketplace Lending Corp • Maryland

This Subscription Agreement made as of _____________, by and between RiverNorth Marketplace Lending Corporation, a Maryland corporation (the “Fund”), and RiverNorth Capital Management, LLC (the “Subscriber”).

Letter Agreement
Letter Agreement • August 17th, 2016 • RiverNorth Marketplace Lending Corp
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