RiverNorth Capital Management LLC

ITEM 5 – FEES AND COMPENSATION

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:
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                                                                         Annual Rate of the Fund’s
                                                                                 Average
                  Open-End Funds
                                                                         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:

                                                                            Annual Rate of the
                                                                           Fund’s Average Daily
                  Closed-End Funds                                           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:

                                                                         Annual Rate of the Fund’s
                                                                            Average Monthly
...

ITEM 7 – TYPES OF CLIENTS

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