RIVERNORTH CAPITAL MANAGEMENT, LLC

RiverNorth Capital Management, LLC is a Delaware limited liability company that provides discretionary investment management services primarily to registered investment companies, private investment companies, private separately managed accounts and institutional clients. RiverNorth was founded in 2000. RiverNorth is a wholly owned subsidiary of RiverNorth Financial Holdings, LLC. RiverNorth Financial Holdings, LLC, in turn, is majority owned by RiverNorth Holding Co. Brian H. Schmucker, Founder and a Manager of RiverNorth, and Patrick W. Galley, Chief Executive Officer and Chief Investment Officer and a Manager of RiverNorth, each own, directly or indirectly, more than 25% of the voting securities of RiverNorth Holding Co. and, therefore, control RiverNorth. As of March 30, 2026, RiverNorth manages approximately $5 billion in discretionary assets. These amounts are the managed assets managed by RiverNorth, which includes the effects of leverage, and assets jointly managed or overseen by RiverNorth and its subadvisers, and investments in affiliated funds, and differ from the “regulatory assets under management” which is required to be reported in Part I of the Form ADV. RiverNorth provides discretionary advisory services to private investment companies (“private funds”) consistent with each private fund’s organizational and offering documents and offering memorandums. RiverNorth also provides discretionary advisory services as the adviser or sub-adviser to registered investment companies (“registered funds”) consistent with each registered fund’s organizational documents and registration statements. RiverNorth primarily allocates advised assets among individual debt and equity securities, open-end mutual funds, exchange traded funds (“ETFs”), closed-end funds (including business development companies, “BDCs”), special purpose acquisition companies (“SPACs”), options and derivatives on these and other securities in accordance with the investment objectives of the client or fund. RiverNorth provides discretionary advisory services by acting as investment adviser to separately managed accounts (“SMAs”) for large, typically institutional, investors. The advisory services provided are in accordance with the investment strategy, restrictions and limitations included in the advisory agreement between the SMA client and RiverNorth. RiverNorth or its affiliates make capital investments in other investment advisers or companies involved in securities-related businesses. While most of these investments are “non-controlling”, RiverNorth has entered into contractual relationships with these entities or has had clients enter into such relationships. The effect of such relationships with these entities is that RiverNorth could receive an increased return on its investment in these other firms. For purposes of this Form ADV the registered funds, private funds, and SMAs are also be referred to periodically as "clients".

RiverNorth charges an annualized fee based upon a percentage of the value of the assets being managed or overseen by RiverNorth. RiverNorth’s annual fee is generally prorated and charged monthly, in arrears, based upon the ending value of the assets on the last day of that advisory fee period or of the average assets in the account for the relevant period. RiverNorth calculates its fee for partial periods in accordance with the terms of the advisory agreement, but often on a pro rata basis. RiverNorth’s fee may, depending on negotiated terms with the client, be exclusive of or inclusive of brokerage commissions, transaction fees and other related costs and expenses which are incurred by the Client or RiverNorth. Clients incur certain charges imposed by their financial institution and other third parties, such as custodial fees, charges imposed directly by registered funds in the client’s account (which are disclosed in the fund’s prospectus), short-term trading fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. The foregoing list is not exhaustive of the fees or charges a client may pay. These charges, fees and commissions are exclusive of and in addition to RiverNorth’s fee and the operating expenses for each product. For more information on RiverNorth’s brokerage practices, see “Brokerage Practices” below. RiverNorth’s fee schedule for SMAs varies depending on size but is generally between 0.50% and 1.50% of the account’s assets under management. RiverNorth has reduced or waived certain of its fees for certain accounts or clients and will have similar arrangements in the future. RiverNorth provides investment management services to business entities operating as private funds, including limited partnerships for which RiverNorth may also act as the General Partner, and to other “qualified clients” for a performance-based fee. For those clients, RiverNorth charges its fees based upon a percentage of the market value of the assets being managed by RiverNorth (“base fee”) in addition to a fee based on the performance of the account (“performance fee”). RiverNorth charges a performance fee of up to 30% of the net performance, subject to a high-water mark. RiverNorth may also charge a 0.75% – 1.50% base fee unless otherwise negotiated. RiverNorth also manages a private fund for which it charges only a performance fee. Additional fee information for the private funds is available to those that are qualified clients or potential qualified clients in each private fund’s private placement memorandum. RiverNorth invests some client accounts in the private or registered funds RiverNorth or its affiliates manage. For assets placed in private or registered funds managed by the Firm, clients are not charged the annual advisory fee for that portion of their portfolio, although performance or incentive fees are typically still earned. RiverNorth itself also invests in the private or registered funds and in the same securities it recommends to clients. RiverNorth, acting as investment adviser or sub-adviser, currently manages open-end registered funds, closed-end registered funds, a closed-end interval registered fund, exchange-traded funds and a UCITS Fund all registered with the Securities and Exchange Commission. Two open-end registered funds are included in RiverNorth Funds, an Ohio business trust. RiverNorth is the sponsor and organizer of the RiverNorth Funds. The open-end registered funds managed by RiverNorth and their respective management fees are:

Open-End Funds

Annual Rate of the Fund’s Average Annual Daily Net Assets

RIVERNORTH/DOUBLELINE STRATEGIC INCOME FUND

0.75%

RIVERNORTH/OAKTREE HIGH INCOME FUND

1.00%

The registered closed-end funds sponsored or managed by RiverNorth and their respective management fees are:

Closed-End Funds

Annual Rate of the Fund’s Average Daily Managed Assets

RIVERNORTH OPPORTUNITIES FUND, INC.

1.30%*

RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.

1.00%

RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC.

1.05%

RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC.

1.40%*

RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC.

1.40%*

RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND II, INC.

1.40%*

RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND II, INC.

1.40%*

*Denotes a unitary fee structure where RiverNorth is responsible to pay most fund operating expenses from its unitary management fee. Exclusions to the unitary fee structure are described in the respective fund’s prospectus.

RiverNorth serves as the investment adviser to the RiverNorth Capital and Income Fund, a registered closed-end interval fund. The management fee for the registered closed-end interval fund is:

Closed-End Interval Fund RIVERNORTH CAPITAL AND INCOME FUND, INC.

Annual Rate of the Fund’s Average Monthly Managed Assets 1.25%

RiverNorth serves as the investment subadviser to the First Trust Alternative Opportunities Fund as it manages the Closed-End Fund Arbitrage Strategy. The management fee for the sub-advised fund is:

Sub-Advised Closed-End Fund FIRST TRUST ALTERNATIVE OPPORTUNITIES FUND (Closed End Fund Arbitrage Strategy)

Annual Rate of the Fund’s Average Monthly Subadvised Assets

0.80%

RiverNorth serves as the subadviser to the RiverNorth Patriot ETF, the RiverNorth Enhanced PreMerger SPAC ETF and RiverNorth Active Income ETF, all registered exchange traded funds. The management fees for the registered exchange traded funds are:

Sub-Advised Exchange Traded Funds RIVERNORTH PATRIOT ETF

Annual Rate of the Fund’s Average Daily Net Assets* 0.60%

RIVERNORTH ENHANCED PRE-MERGER SPAC ETF

0.75% (NET PROFITS)

RIVERNORTH ACTIVE INCOME ETF

0.75% (NET PROFITS)

*As investment subadviser, RiverNorth receives a portion of the management fee depending on net profits to the Funds’ Adviser.

RiverNorth serves as Investment Manager to the Variety RiverNorth Relative Value Fund (“UCITS Fund”) as a sub-adviser for the UCITS Fund. The management fee for the UCITS Fund is:

Sub-Advised UCITS Fund VARIETY RIVERNORTH RELATIVE VALUE FUND (Closed End Fund Arbitrage Strategy)

Annual Rate of the Fund’s Average Monthly Subadvised Assets 0.00% to 2.00%, depending on asset class

In addition to the schedule of fees set forth above, there are fee schedules with some clients that differ from above as fees are negotiable.

RiverNorth offers several principal investment strategies for its discretionary clients, a Closed-End Fund Trading Strategy, a Capital and Income Strategy and a SPAC Arbitrage Strategy. Each strategy has been offered in products with slightly different focus, such as focus on certain types of underlying closed-end funds or focus on certain types of alternative finance instruments. RiverNorth also invests in other asset classes in addition to those listed below as part of the broad overall strategies. Below is a general description of the three principal strategies: Closed-End Fund Trading Strategy RiverNorth currently manages various investment strategies that invest predominately in and trade closed-end funds. Additionally, each strategy utilizes exchange-traded funds and other investments in implementing the strategies. • •

Opportunistic investing in closed-end funds is primarily determined by attractiveness of discount in addition to thorough analysis of target closed-end fundamentals. Exchange Traded Funds (“ETFs”) are typically utilized to acquire asset class exposure.

IDEA GENERATION • • • •

RiverNorth attempts to identify and anticipate themes in closed-end funds. The security selection process begins with a quantitative screen of the closed-end fund universe (approximately 425 funds). RiverNorth actively monitors SEC filings, news releases and sell-side research for each closed-end fund. RiverNorth also conducts proprietary research – speaking with closed-end fund sponsors, underwriters, sell-side brokers and investors (institutional and advisors).

FUNDAMENTAL ANALYSIS • • • • • •

RiverNorth identifies probable catalysts for mean reversion and/or discount elimination. RiverNorth conducts a rigorous analysis of each fund’s investment strategy and portfolio holdings. RiverNorth performs due diligence on the investment manager/sponsor. Historical financial statement analysis (e.g. leverage, dividend coverage and fund performance). RiverNorth conducts a thorough review of each fund’s registration statements and organizational documents. RiverNorth gauges the fund’s susceptibility to dissident shareholder activity.

DECISION MAKING

• • •

RiverNorth compares risk/reward versus existing positions. RiverNorth analyzes impact on portfolio construction and constraints. Investment weightings are based on expected risk-adjusted returns.

SELLING DISCIPLINE •

In order to achieve the valuation objective, change in fundamentals or more attractive investment ideas are developed.

Capital and Income Strategy The Capital and Income Strategies invest, directly or indirectly, in credit instruments, including a portfolio of securities of financial companies that RiverNorth believes offer attractive opportunities for income. These companies include, but are not limited to, banks, thrifts, finance companies, lending platforms, business development companies (“BDCs”), real estate investment trusts (“REITs”), special purpose acquisition companies (“SPACs”), private investment funds (private funds that are exempt from registration under Sections 3I(1) anI(c)(7) of the 1940 Act), brokerage and advisory firms, insurance companies and financial holding companies. Together, these types of companies are referred to as “financial institutions.” The Capital and Income Strategies also invest in common equity, preferred equity, convertible securities and warrants of these institutions. RiverNorth also invests in incomeproducing securities of any maturity and credit quality, including below investment grade, unrated, and equity securities, including exchange-traded funds and registered closed-end funds. Below investment grade securities are commonly referred to as “junk” or “high yield” securities and are considered speculative with respect to the issuer’s capacity to pay interest and repay principal. Such income-producing securities include, without limitation, corporate debt securities, U.S. government debt securities, short-term debt securities, asset backed securities, exchange-traded notes, loans, including secured and unsecured senior loans, Alternative Credit (as defined below), collateralized loan obligations (“CLOs”) and other structured finance securities, and cash and cash equivalents. The alternative credit investments may be made through a combination of: (i) investing in loans to smalland mid-sized companies (“SMEs”); (ii) investing in notes or other pass-through obligations issued by an alternative credit platform (or an affiliate) representing the right to receive the principal and interest payments on an Alternative Credit investment (or fractional portions thereof) originated through the platform (“Pass-Through Notes”); (iii) purchasing asset-backed securities representing ownership in a pool of Alternative Credit; (iv) investing in private investment funds that purchase Alternative Credit, (v) acquiring an equity interest in an alternative credit platform (or an affiliate); and (vi) providing loans, credit lines or other extensions of credit to an alternative credit platform (or an affiliate) (the foregoing listed investments are collectively referred to herein as the “Alternative Credit Instruments”). The Alternative Credit in which the strategy typically invests are newly issued and/or current as to interest and principal payments at the time of investment. Alternative Credit Instruments are generally not rated by the nationally recognized statistical rating organizations (“NRSROs”). Such unrated instruments, however, are considered to be comparable in quality to securities falling into any of the ratings categories used by such NRSROs to classify “junk” bonds. Accordingly, the unrated Alternative Credit Instrument investments constitute highly risky and speculative investments similar to investments in “junk” bonds. The Alternative Credit Instruments in which the strategy invests have varying degrees of credit risk. 10 | P a g e

SPAC Arbitrage Strategy RiverNorth anticipates that its SPAC investments will be primarily: (i) units issued by SPACs comprised of common stock and warrants to purchase common stock; (ii) common stock issued by SPACs, including “founder” shares; and (iii) warrants to purchase common stock, including “founder” warrants. In addition, the SPAC investments could also consist of debt instruments issued by SPACs; securities of other investment companies that primarily invest in SPACs; and securities of SPACs that have completed a business combination transaction with an operating company within the last two calendar years. The SPAC investments are obtained (among other means) through initial public offerings (“IPOs”) of SPACs; secondary market transactions; private placements, including private investment in public equity (“PIPE”) transactions and investments in vehicles formed by SPAC sponsors to hold founder shares and founder warrants; and/or forward purchase agreements pursuant to which investors commit to purchasing a SPAC’s securities to the extent the SPAC requires additional funding at the time of a business combination. Through its investments in SPACs, RiverNorth will seek to (i) obtain attractive risk-adjusted investment returns, and (ii) derive value from buying and selling SPAC securities to take advantage of lot pricing discrepancies in the SPAC market (e.g., the difference between the price of a SPAC security and the pro rata value of the SPAC’s trust account). The SPACs in which RiverNorth invests may focus on a broad range of industries and sectors and generally pursue initial business combinations in any business, industry or geographic location, including outside of the United States. Certain SPACs seek acquisitions only in limited industries or regions, which could increase the volatility of their securities’ prices. RiverNorth will primarily invest in SPACs listed on U.S. exchanges, but it can invest in SPACs listed on foreign exchanges or in overthe-counter markets. To respond to adverse market, economic, political or other conditions, RiverNorth may invest 100% of its assets in the SPAC Arbitrage Strategy, in high-quality short-term debt securities and money market instruments. These short-term debt securities and money market instruments include shares of money market mutual funds, commercial paper, certificates of deposit, bankers’ acceptances, and U.S. Government securities. REGISTERED INVESTMENT COMPANIES (REGISTERED FUNDS) RiverNorth acts as the investment adviser to proprietary registered open-end investment companies (commonly referred to as mutual funds), proprietary registered closed-end investment companies (including interval funds), and acts as the sub-adviser non-proprietary registered open-end and closedend funds and ETFs. In some instances, RiverNorth manages the registered funds exclusively and in other instances RiverNorth manages the fund utilizing its closed-end fund strategy and the strategy or strategies of a sub-adviser. The following section includes a summary of the investment objectives, principal investment strategies, and material risks associated with each series of the Registered Funds. The summaries of the investment objectives, principal investment strategies, and material risks provided below are necessarily limited and are presented for general informational purposes in accordance with regulatory requirements and limited to those in which RiverNorth is a sponsor. Consequently, these summaries are in all instances qualified and superseded by the prospectuses and statements of additional information of the Registered Funds. Additional information about the 11 | P a g e

investment objectives, investment strategies, risks, and other terms of each series of the RiverNorth Funds is contained in the prospectus and statement of additional information for these funds, which can be obtained free of charge by contacting RiverNorth Funds at 1-888-848-7569, or by visiting www.rivernorth.com. Additional information about the investment objectives, investment strategies, risks, and other terms of the registered closed-end funds managed by RiverNorth is contained in the funds’ prospectuses and statements of additional information, which can be obtained free of charge by contacting the funds at 1-844-569-4750, or by visiting www.rivernorth.com. Information regarding other products or mandates for which RiverNorth is a sub-adviser but not a sponsor or organizer can be obtained from those fund’s disclosure documents. Registered Open-End Funds RIVERNORTH/DOUBLELINE STRATEGIC INCOME FUND Investment Objective: The RiverNorth/DoubleLine Strategic Income Fund’s (the “Fund”) investment objective is to seek current income and overall total return. Principal Investment Strategy: The Fund invests in a broad range of fixed income securities of U.S. and foreign issuers, including closed‐end funds. Assets of the Fund are tactically managed across three strategies (or sleeves). RiverNorth manages the strategy weights and manages the Tactical Closed‐ End Fund Income Strategy. The RiverNorth strategy provides diversified exposure to the fixed income market through opportunistic investments in closed‐end bond funds (CEF), and business development companies (BDC). Sector allocations are based on RiverNorth's assessment of relative value among asset classes and CEFs. DoubleLine Capital, LP (“DoubleLine”) manages the Opportunistic Income and Core Fixed Income Strategies. The Opportunistic Income Strategy seeks to achieve positive absolute returns and is managed without duration constraints. The Core Fixed Income Strategy incorporates an active asset allocation approach in an effort to mitigate risk and achieve the highest possible risk‐ adjusted returns. RIVERNORTH/OAKTREE HIGH INCOME FUND Investment Objective: The RiverNorth/Oaktree High Income Fund's (the “Fund") investment objective is to seek overall total return consisting of long-term capital appreciation and income. Principal Investment Strategy: The Fund invests in a broad range of income producing securities including both fixed income and equity securities. Assets of the Fund are tactically managed across three income strategies (or sleeves). RiverNorth manages the Tactical Closed‐End Fund Strategy. This strategy is designed to provide diversified fixed income and equity income exposure through opportunistic investments in closed‐end funds. Oaktree Capital Management, LP (“Oaktree”) manages the High Yield Bond and Senior Loan Strategies on a global basis. Oaktree will tactically manage the allocation between the High Yield Bond and Senior Loan Strategies based both on market opportunities and the risk and reward trade‐offs between the two asset classes. Registered Closed-End Funds RIVERNORTH OPPORTUNITIES FUND, INC. Investment Objective: The RiverNorth Opportunities Fund, Inc.’s (the “Fund”) investment objective is to seek total return consisting of capital appreciation and current income. 12 | P a g e

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RiverNorth provides discretionary investment management services primarily to registered investment companies, private investment companies, a UCITS fund and to separately managed accounts for institutional clients. RiverNorth generally imposes a minimum portfolio value for its discretionary investment management services. RiverNorth, in its sole discretion, can negotiate or waive its stated account minimum or charge a lesser management fee based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, pre-existing client, account retention, pro bono activities, etc.). The minimum account size in aggregate per client is $250,000. Account minimums for the registered open-end funds are generally $5,000 for the registered open-end funds’ class R shares and $100,000 for the open-end registered funds’ class I shares. These stated minimums are negotiable on a discretionary basis by RiverNorth. RiverNorth has also aggregated the portfolios/accounts of family members to meet the minimum portfolio size or look to all clients or investors managed by a third-party intermediary or adviser to meet the minimums. In

addition to the stated account minimums set forth above, there are accounts that are below the stated minimum.

As described under “Fees and Compensation” above, RiverNorth receives a performance-based fee from “qualified clients,” including those who are limited partners in limited partnerships operated as private funds for which RiverNorth or an affiliate act as General Partner and those investing in SMAs. RiverNorth manages accounts that are charged a performance-based fee and other accounts that are charged an asset-based fee. RiverNorth and its advisory personnel who have ownership in RiverNorth or its parent holding companies face a potential conflict of interest in managing accounts that are charged a performance-based fee and accounts that are charged asset-based fee at the same time, including the possible incentive to favor accounts which pay a performance-based fee. To mitigate potential conflicts of interest, RiverNorth has implemented procedures and the Chief Compliance Officer of RiverNorth carefully monitors trading and allocation of investment opportunities among RiverNorth’s clients. As a manager for the registered funds, private funds, UCITS funds and SMAs, RiverNorth’s policy is to treat all clients equitably over time and mitigate conflicts of interest. RiverNorth makes co-investments of its own for capital allocation purposes in certain funds it manages or securities which the funds invest. In these cases, RiverNorth often receives restricted shares of equity, or the shares have limitations on tradability. Such relationships create conflicts of interest as RiverNorth may be inclined to recommend these investments to other clients or private funds it manages instead of other potential investments. Further, RiverNorth advisory affiliates and related persons co-invest alongside some of these investments which creates a conflict of interest, as RiverNorth may be inclined to recommend an investment due to the affiliate or related person’s financial interest in these securities.

RiverNorth serves as the investment adviser to the following open-end registered funds: RiverNorth/DoubleLine Strategic Income Fund and the RiverNorth/Oaktree High Income Fund, which are a series of the RiverNorth Funds. RiverNorth serves as investment adviser to the following closed-end registered funds: RiverNorth Opportunities Fund, Inc., RiverNorth Capital and Income Fund, Inc., RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., RiverNorth Opportunistic Municipal Income Fund, Inc., RiverNorth Managed Duration Municipal Income Fund, Inc., RiverNorth Managed Duration Municipal Income Fund II, Inc., RiverNorth Flexible Municipal Income Fund, Inc. and RiverNorth Flexible Municipal Income Fund II, Inc. RiverNorth serves as the investment subadviser to several unaffiliated and affiliated registered funds. RiverNorth receives a management fee from the open-end and closed-end registered funds and receives from the adviser (not the fund) a subadvisory fee for services rendered to the sub- advised funds. Client accounts can be and are in some situations invested in affiliated registered funds as an integral part of RiverNorth’s investment services if believed to be in the client’s best interest. Clients have the right, at any time, to prohibit RiverNorth from investing any of their managed assets in affiliated funds. RiverNorth acts as the General Partner and adviser to RiverNorth Capital Partners, L.P. (“RNCP”) and RiverNorth Institutional Partners, L.P. (“RNIP”) which are each Delaware limited partnerships. RiverNorth acts as the investment adviser to RiverNorth SPAC Arbitrage Fund, L.P. (“RN SPAC”) and RiverNorth Select Partners, L.P.(“RNSP”) which are each a Delaware limited partnerships. RiverNorth is also the Managing Member of the General Partner of RN SPAC and RNSP. RiverNorth is the Investment Manager of RiverNorth Institutional Partners Offshore Ltd. (“RNIP Offshore”), a Cayman chartered company. However, the only investment in RNIP Offshore’s portfolio is a limited partnership interest in RNIP. Finally, RiverNorth is recognized as an Investment Manager by the Central Bank of Ireland, and in that capacity, acts as the investment manager to the Variety RiverNorth Relative Value Fund, a sub-fund of Variety Capital ICAV, an Irish collective asset management vehicle established pursuant to the European Union Undertakings for Collective Investment in Transferrable Securities (“UCITS”). All the foregoing vehicles are referred to collectively herein as “private funds”. The private funds utilize the proprietary trading strategies developed by RiverNorth by primarily actively trading and investing in closed-end funds (and closed-end fund related derivatives) and exchange-traded funds and in the case of RN SPAC, in special purpose acquisition companies. RiverNorth has recommended advisory client’s participation in its affiliated private funds, but primarily to gain asset class exposure without replicating another complete portfolio of the security types. Employees, officers and shareholders of RiverNorth also invest in private funds. Investors in RNCP and RN SPAC are recommended to be accredited investors and furthermore must be qualified clients in order to pay a performance-based fee. RNCP and RN SPAC may, in RiverNorth’s discretion, accept up to 35 nonaccredited investors. Investors in RNIP and RNSP must be accredited investors and furthermore must 45 | P a g e

be qualified purchasers. All investors must submit a subscription agreement and investor questionnaire to establish suitability of investment in the private funds. RiverNorth charges each qualified investor in the private funds up to a 30% performance fee (as applicable) subject to a high-water mark in addition to a 0.75% – 1.50% asset-based fee. In the case of RN SPAC, there is only a performance fee. As discussed in “Fees and Compensation” and “Performance-Based Fees and Side-by-Side Management” above, these performance-based fee arrangements create a material conflict of interest with RiverNorth’s other clients who pay asset-based fees. As of January 2026, RiverNorth’s affiliate, RiverNorth Strategic Holdings, LLC acquired over 50% stake in TrueMark Group, LLC which wholly owns TrueMark Investments, LLC, an SEC registered Investment Adviser. TrueMark entities are separate from RiverNorth’s lines of business and are noted as a Financial Industry Affiliation in Form ADV Part 1, Item 7.

RiverNorth has adopted a Code of Ethics that sets forth the standards of conduct expected of its covered persons and requires compliance with applicable securities laws. In accordance with Section 204A of the Advisers Act, the Code of Ethics contains written policies reasonably designed to prevent the unlawful use of material non-public information by RiverNorth or any of its covered persons. The Code of Ethics also requires that RiverNorth’s personnel report their personal securities holdings and transactions and obtain pre-approval of certain investments, reports gifts and entertainment, preapprove certain political donations and disclose certain charitable contributions. Clients and prospective clients may contact RiverNorth at 1-800-646-0148 to request a copy of its Code of Ethics. RiverNorth has and likely will in the future recommend affiliated registered or private funds or investments to other clients. Clients are advised of the possible use of affiliated funds. For more information on these investments and related conflicts of interest, see “Other Financial Industry Activities and Affiliations” above. RiverNorth and its employees have bought or sold securities identical to those recommended to our clients consistent with RiverNorth’s policies and procedures. RiverNorth and its employees face a conflict of interest when they buy or sell securities at or about the same time that RiverNorth buys or sells the same securities for client accounts, because RiverNorth or its employees could take advantage of the information regarding the client transactions and execute their trades prior to the clients (commonly called “front running”). RiverNorth’s Code of Ethics prohibits its employees from investing directly in closed-end funds (excluding those managed by RiverNorth) and SPACs. In addition, RiverNorth’s Code of Ethics generally requires employees to pre-clear all personal securities transactions in the employee’s beneficial accounts.

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Subject only to a client’s direction to use a particular broker or dealer for the execution of transactions for that client’s account, factors which RiverNorth considers in using any broker-dealer include the broker’s financial strength, reputation, execution, pricing, and service. Broker-dealers to be used for client transactions are initially reviewed and evaluated by RiverNorth’s portfolio management and Compliance teams and then reviewed thereafter on an annual basis. The commissions paid by RiverNorth’s clients will comply with the Firm’s duty to seek “best execution”. However, a client may pay a commission that is higher than another qualified broker-dealer might charge to execute the same transaction where RiverNorth determines, in good faith, that the commission is reasonable in relation to the value of the brokerage services received. In seeking the best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including among others, execution capability, commission rate, price and responsiveness. Consistent with the foregoing, while RiverNorth will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client transactions. Soft Dollar Arrangements RiverNorth does not have formal soft dollar arrangements or “pay up” for research. However, RiverNorth receives proprietary research in the form of email newsletters and market commentaries from the broker-dealers with whom it trades, including advice as to the value of securities; the advisability of investing in, purchasing or selling securities; the availability of securities or purchasers or sellers of securities; and analyses or reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy or the performance of accounts. Research services furnished by broker-dealers through whom RiverNorth effects securities transactions may be used by RiverNorth in servicing all its accounts. When a broker-dealer provides RiverNorth with research services, RiverNorth receives a benefit because it does not have to produce or pay for the research. RiverNorth may have an incentive to select a broker-dealer based on its interest in receiving research, rather than on its clients’ interest in receiving the lowest price. RiverNorth may receive from the Qualified Custodians or from broker-dealers, without cost, computer software and related systems support, which allow RiverNorth to better monitor client accounts. With respect to the Qualified Custodians, RiverNorth may receive the software and related support without cost because RiverNorth renders investment management services to clients that, in the aggregate, maintain a certain level of assets with the Custodian. Specifically, RiverNorth may receive the following benefits from the Qualified Custodians or from broker- dealers with respect to the private funds: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that exclusively services advisors; access to block trading which provides the ability to aggregate securities transaction and then allocate the appropriate shares to client accounts; and access to an electronic communication network for client order entry and account information.

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Any soft dollar arrangement will be in accordance with Rule 28(e) of the Securities Exchange Act of 1934. RiverNorth has adopted a Best Execution and Brokerage Allocation Policy and a Soft Dollar Policy to limit any conflicts that may arise. Trade Aggregation and Allocation On occasions when RiverNorth deems the purchase and/or sale of a security to be in the best interest of more than one of its clients, RiverNorth may, to the extent operationally and otherwise practicable, aggregate the securities to be sold or purchased for a client with those to be sold or purchased for such other clients in order to obtain best qualitative execution. In such event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made by RiverNorth in the manner considered to be most equitable and consistent with its fiduciary obligations to participating clients and in accordance with the client’s investment objectives and goals. Due to the use of different broker/dealers for trading activity, clients may experience different execution prices for the same securities traded on the same day and different execution process for the same security with the same broker/dealer if the trades are not aggregated and price averaged. Furthermore, because the portfolio managers for the accounts RiverNorth manages could have divergent views regarding a particular security based on an account’s investment objectives, available cash, anticipated cash needs and investment outlook, the execution prices for the same security traded on the same day may differ. These divergent views could occur intraday, meaning that a security deemed not advisable for a client account at the start of the trading session could be deemed advisable for a client account later in the trading session, or vice versa. Following the adoption of T+1 settlement, the opportunity to aggregate orders has been reduced because of the need to confirm and affirm securities trades in a tightened timeframe. Accordingly, RiverNorth will determine whether to aggregate, or not aggregate, trades to fit within operation deadlines and requirements. To maintain an equitable approach for all clients, RiverNorth may determine to aggregate trades at various intervals throughout the trading day. For instance, if an order to purchase a security is entered into RiverNorth’s order management system at the start of the trading session and is fully or partially executed, the fact a subsequent order for the same security for another client is entered into the order management system later in the trading session does not necessarily mean the trades will be aggregated and prices averaged for the day. However, to the extent portfolio managers intend to purchase or sell the same security at the start of the trading session, the trades will generally be aggregated, price averaged and allocated pursuant to the stated pre-trade allocation. However, RiverNorth advises many clients and may make investments in clients’ accounts (including those which pay performance-based fees) which may be the same or different as other client accounts. Actions with respect to the same securities may be the same or different (i.e., purchase or sale) depending upon the advisory client and their investment strategies and goals. RiverNorth allows portfolio managers to place trades for clients’ accounts in addition to using designated traders to execute trades. Portfolio managers may manage several client accounts that have the same, similar or different investment objectives, resulting in similar or dissimilar trading activity. The proposed allocation of a trade (aggregated or not) is generally determined prior to entry into the order management system. Changes to the proposed allocation are documented as to the reason(s) why and later reviewed by the Compliance team. Aggregated trades that are not fully executed are 48 | P a g e

allocated among clients in accordance with the trade allocation policies programmed into the order management system. Any deviations from the default allocation policies are documented and later reviewed by the Compliance team. In keeping with its fiduciary duty RiverNorth reviews aggregation, averaging and allocation activity on a post-trade basis to determine these policies are being followed and remain in the best interests of all clients. These steps, taken together, mitigate the possibility a portfolio manager intentionally or consistently benefits one client over another through trading activity. Cross Trades From time to time, when it is appropriate for one client to purchase/sell a security and for another client to sell/purchase the same security, RiverNorth will simultaneously place cross-trades with one or more broker/dealers to seek the best execution for each client by obtaining reduced transaction or execution costs for each client. Since, in such transactions, RiverNorth will represent both client-seller and client-buyer, it may have a conflict of interest given the obligation to obtain the best price and most favorable execution. Clients, therefore, should consider the possible costs or disadvantages of this potential conflict versus the potential benefit of obtaining reduced transaction or execution costs that may be obtained from such cross-trades. RiverNorth will not place cross-trades for client accounts that are subject to the Employee Retirement Income Security Act and will do so for registered affiliated funds only in accordance with Rule 17a-7 under the Investment Company Act of 1940.

RiverNorth enters into “Solicitor’s Agreements” in accordance with compensated endorsements under Rule 206(4)-1 under the Advisers Act with other investment advisors, broker-dealers, accounting firms, banking or trust institutions, insurance companies or agencies, third party administrators, and individuals. These parties receive cash compensation, often on an ongoing basis, from RiverNorth, contingent upon compliance with all applicable state and federal securities laws and guidelines, for direct client referrals. Clients and potential clients receive a solicitor’s separate written disclosure statement when applicable. 49 | P a g e

RiverNorth may engage the services of a third-party to market the investment products for which it acts as the investment adviser. Fees for such services are paid by the Adviser, not the products or investors.

RiverNorth does not have any material legal or disciplinary events to disclose.

RiverNorth monitors client portfolios as part of an ongoing process. RiverNorth reviews an account for compliance with the client’s risk tolerance and investment objective, and based on that review, determines whether to rebalance the account. Such reviews are supervised by one of the Firm’s investment principals and are overseen by RiverNorth’s Chief Investment Officer.

RiverNorth is deemed to have custody of client assets for purposes of the Investment Advisers Act of 1940 when it deducts its advisory fee from client accounts. In its role as general partner or managing member to private funds, RiverNorth has legal access to the private funds’ securities or funds in a manner which may result in RiverNorth having “custody” of the private funds’ assets. To mitigate this risk, all private funds are audited by a PCAOB registered independent accountant annually and we send copies of these financial statements to the investors within the time prescribed by law.

RiverNorth accepts discretionary authority to manage securities accounts on behalf of clients pursuant to an investment advisory agreement or limited partnership agreement in which the client appoints RiverNorth as its agent and attorney-in-fact with full investment power and authority on behalf of the client’s account. Clients may place limitations on this authority, including restricting purchases of certain issuers. This discretion does not extend to the arrangements where RiverNorth simply provides model portfolios to clients.

RiverNorth, as Adviser votes proxies for the registered and private funds. The Adviser has Proxy Voting Policies and Procedures that set forth the general principles used to determine how the Adviser votes proxies on securities in client accounts for which the Adviser has proxy voting authority. The Adviser’s general policy is to vote proxies in the best interests of clients. In pursuing this policy, the Adviser votes in a manner that is intended to maximize the value of client assets. The Adviser does not delegate or rely on any third-party service provider for voting recommendations. The Adviser’s Proxy Voting Policies and Procedures describe how the Adviser usually votes proxies on various matters, such as proposals on corporate governance, changes to capital structure and routine matters, including the election of directors and ratification of the appointment of independent auditors. The Adviser’s Proxy Voting Policies and Procedures describe how the Adviser addresses conflicts of interest between the Adviser and its clients with respect to proxy voting decisions. To resolve conflicts, the Adviser will abstain from making a voting decision and will forward all of the necessary proxy voting materials to the client to cast the votes or engage an independent proxy voting service. 50 | P a g e

In some instances, RiverNorth has entered into a Fund of Funds Investment Agreement under Rule 12d1-4 of the Investment Company Act of 1940 which permits the registered funds to invest in excess of the limits imposed by Section 12d-1 of the Investment Company Act of 1940. Under Rule 12d1-4 and Section 12d-1 of the 1940 Investment Company Act, the Adviser, at defined ownership levels, will cast votes of underlying investment companies owned by the Adviser in the same proportion as the votes of all other shareholders of the fund (“mirror voting”). Votes may also be cast in accordance with the Fund of Funds Investment Agreement, if applicable. In the case of SPACs, RiverNorth typically votes in favor of an acquisition as that is the means by which RiverNorth seeks to extract maximum return on its investment. If you would like a copy of the Proxy Voting Policies and Procedures or information on how proxies were voted with respect to securities held in your account, please call 1-800-646-0148 or write to RiverNorth Capital Management, LLC, 360 S. Rosemary Avenue, Suite 1420, West Palm Beach, Florida, 33401. Clients may direct RiverNorth’s vote on a particular solicitation for their account(s) by calling RiverNorth.

RiverNorth does not believe there is any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients.

OTHER INFORMATION Privacy Policy The policies and procedures detailed below (“Privacy Policy”) establish the guidelines concerning how RiverNorth Capital Management, LLC and its affiliates 1 (referred to herein collectively as “RiverNorth”) gathers, uses and discloses information about you. Please review the Privacy Policy carefully.

This Privacy Policy covers direct clients of RiverNorth Capital Management, LLC and the following funds managed or advised by RiverNorth Capital Management, LLC: RiverNorth Funds, RiverNorth Capital Partners, L.P., RiverNorth Institutional Partners L.P., RiverNorth Institutional Partners Offshore, Ltd., RiverNorth SPAC Arbitrage Fund, L.P., RiverNorth Select Partners, L.P., Variety RiverNorth Relative Value Fund, RiverNorth Capital and Income Fund, Inc., RiverNorth/DoubleLine Strategic Opportunity Fund, Inc, RiverNorth Opportunistic Municipal Income Fund. Inc., RiverNorth Managed Duration Municipal Income Fund, Inc., RiverNorth Flexible Municipal Income Fund, Inc., RiverNorth Flexible Municipal Income Fund II, Inc. and RiverNorth Managed Duration Municipal Income Fund II, Inc.

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Financial companies such as RiverNorth choose how they share your personal information. This Privacy Policy provides information about how we collect, share, and protect your personal information, and how you might choose to limit our ability to share certain information about you. All financial companies need to share customers’ personal information to run their everyday businesses. Accordingly, your information plays an important role in the success of our business. However, we recognize that you have entrusted us with your personal and financial data, and we recognize our obligation to keep this information secure. Maintaining your privacy is important to us, and we hold ourselves to a high standard in its safekeeping and use. Most importantly, RiverNorth does not sell its customers’ non-public personal information to any third parties. RiverNorth uses its customers’ non-public personal information primarily to complete financial transactions that its customers request or to make its customers aware of other financial products and services offered by RiverNorth. RiverNorth may collect non-public information about you from the following sources: Information we receive about you on applications or other forms; Information you may give us orally; Information about your transactions with us or others; Information you submit to us in correspondence, including emails or other electronic communications; and Information about any bank account you use for transfers between your bank account and any Fund account, including information provided when effecting wire transfers. RiverNorth does not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except that we may disclose the information listed above, as follows: It may be necessary for RiverNorth to provide information to nonaffiliated third parties in connection with our performance of the services we have agreed to provide you. For example, it might be necessary to do so in order to process transactions and maintain accounts. RiverNorth exercises great care in making sure those entities have safeguards to protect your information and that they do not use your information for other purposes. RiverNorth will release any of the non-public information listed above about a customer if directed to do so by that customer or if RiverNorth is authorized by law to do so, such as in the case of a court order, legal investigation, or other properly executed governmental request. In order to alert a customer to other financial products and services offered by RiverNorth or an affiliate, RiverNorth may share information with an affiliate, including companies using the RiverNorth name or logo. Such products and services may include, for example, other investment products managed by or affiliated with RiverNorth. If you prefer that we not contact you for this purpose or not disclose nonpublic personal information about you to our affiliates for this purpose, you may direct us not to make such disclosures (other than disclosures permitted by law) by calling 1-800-646-0148, emailing us at 52 | P a g e

info@rivernorth.com or mailing us at 360 S. Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401. If you limit this sharing and you have a joint account, your decision will be applied to all owners of the account. We will limit access to your personal account information to those agents and vendors who need to know that information to provide products and services to you. Your information is not provided by us to nonaffiliated third parties for marketing purposes. We maintain physical, electronic, and procedural safeguards to guard your non-public personal information. As required by federal law, RiverNorth will notify customers of RiverNorth’s Privacy Policy annually. RiverNorth reserves the right to modify this policy at any time, but in the event that there is a change, RiverNorth will promptly inform its customers of that change.

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