Accredited Investor Definition

You are a natural person whose “net worth” as of the date hereof (or a combined net worth with your spouse if you are married) exceeds $1,000,000. For purposes of this questionnaire, “net worth” means the excess of total assets at fair market value over total liabilities, excluding the value of your primary residence, calculated by subtracting from the estimated fair market value of such residence the amount of debt secured by such residence, up to the estimated fair market value of such residence.

You are a natural person who had an “income” exceeding $200,000 during both of the two most recently completed calendar years (or a joint income with your spouse in excess of $300,000 in each of those years) and who has a reasonable expectation of reaching the same income level in the current calendar year. For purposes of this document, the term “income” shall mean adjusted gross income reported or to be reported on a federal income tax return, increased by (i) any deductions for long-term capital gains (under Section 1202 of the Internal Revenue Code (“Code”)), (ii) any deductions for depletion (pursuant to Section 601 et seq. of the Code), (iii) any exclusions of interest (pursuant to Section 103 of the Code), (iv) any losses of a partnership allocated to you as an individual limited partner (as reported on Schedule E of Form 1040), (v) amounts contributed to an Individual Retirement Account or Keogh retirement plan, (vi) alimony paid, and (vii) elective contributions to a cash or deferred arrangement under Section 401(k) of the Code.

You are a (i) bank, (ii) savings and loan association, (iii) insurance company, (iv) broker or dealer registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or (v) investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

You are a “business development company” as defined in Section 2(a)(48) of the 1940 Act.

You are a trust with total assets in excess of $5,000,000 which was not formed for the specific purpose of acquiring the securities offered, and the investment decisions for which are made by a sophisticated person capable of evaluating the merits and risks of the proposed investment.

You are a revocable trust which may be amended or revoked at any time by the grantors thereof and all of the grantors are accredited investors.

You are a Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or Section 301(d) of the Small Business Investment Act of 1958, as amended.

You are a “private business development company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.

You are a non-profit organization of the type described in Section 501(c)(3) of the Code, a corporation, a Massachusetts or similar business trust, or partnership, not formed for the specific purpose of investing in a fund managed by RiverNorth Capital Management, LLC (“RNCM”), with total assets in excess of $5,000,000.

You are a plan established and maintained by a State, its political subdivisions, or an agency or instrumentality of a State or its political subdivisions, for the benefit of its employees and such plan has assets in excess of $5,000,000.

You are an entity. Each of your equity investors, if completing this questionnaire, would be able to check one or more of the boxes above.

You have a net worth of at least $2,100,000.

You are a “qualified purchaser” because you own not less than $5,000,000 in investments.*

You are a “qualified purchaser” because you own not less than $5,000,000 in investments and you are owned directly or indirectly (1) by or for the benefit of two or more natural persons who are (a) related as siblings or spouse (including former spouses), (b) direct lineal descendants by birth or adoption, (c) spouses of such persons, (d) the estates of such persons, or (2) by foundations, charitable organizations or trusts established by or for the benefit of such persons.*

You are a “qualified purchaser” because you were not formed for the specific purpose of acquiring interests in any fund and the trustee or other authorized person making decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in items (i), (ii) or (iv) of this Qualified Purchaser Qualification.

You are a “qualified purchaser” because you are a natural person or entity, either acting for its own account or the accounts of other “qualified purchasers”, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments.