The RiverNorth Prime Unicorn Funds IPO Roadshow

Lucid Capital Markets, LLC is the Lead Underwriter in connection with the proposed offering.
Lucid Capital Markets, LLC is a FINRA-registered broker-dealer. Member FINRA, SIPC.
Lucid Capital Markets, LLC is not affiliated with RiverNorth Capital Management, LLC.

The Prime Unicorn 30 Index is a modified market cap price return index that measures the share price performance of U.S. private companies valued at $1 billion or more. It is not possible to invest directly in an index. The term “unicorn” refers to a private company that has achieved a valuation greater than $1 billion.

This Communication contains trademarks owned by third parties. The use of these logos are intended for identification purposes only and are made under the principles of nominative fair use as provided for in U.S. trademark law. The use does not imply any affiliation with, endorsement by, or sponsorship from the respective owners.

This Communication (the “Communication”) has been prepared by RiverNorth Capital Management, LLC (“RiverNorth”, “Company”, “we,” “us,” or “our”) in connection with the registered investment fund(s) described herein (each, a “Fund” and together, the “Funds”). The information and its contents are the property of RiverNorth. This Communication is provided for informational and discussion purposes only in connection with evaluating the Funds described herein.

Investors are advised to carefully consider the investment objective, risks and charges and expenses of the Funds before investing. A registration statement on Form N-2 relating to the respective Fund’s shares of common stock (the “Common Shares”) has been filed with the Securities and Exchange Commission (“SEC”) but has not yet become effective. The Common Shares may not be sold, nor may offers to buy be accepted, prior to the time the applicable Fund’s registration statement becomes effective. The proposed initial public offering (“IPO”) of the Common Shares will be made only by means of a prospectus. Before investing you should carefully read the relevant Fund’s preliminary prospectus and consider carefully the risks that you assume when you invest in the Funds’ shares of Common Shares. There can be no assurance that either Fund will achieve its investment objective or be able to structure its investment portfolio as anticipated. An investment in either Fund is speculative and involves a high degree of risk. The Company may engage in other investment practices that may increase the risk of investment loss. An investor could lose all or substantially all of his or her investment. Please see the “Risk Factors” section of the applicable registration statement.

Investors should consider each Fund’s investment objectives, risks, charges and expenses carefully before investing. The preliminary prospectuses, or final prospectuses, when available, which contains this and other information about each Fund, should be read carefully before investing. The accompanying preliminary prospectuses for these offerings contain information regarding the Funds, including their investment objectives, principal investment strategies, principal risks, charges and expenses and other information. Copies of the preliminary prospectus relating to each IPO may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov [RiverNorth Long Prime Unicorn Fund 2028 Inc. Registration Statement] [RiverNorth Short Prime Unicorn Fund 2028, Inc. Registration Statement], or accompanying this Communication [Long Fund- Preliminary Prospectus], [Short Fund-Preliminary Prospectus]. The information in each preliminary prospectus and this Communication is not complete and may be changed.

Principal risks of the RiverNorth Long Prime Unicorn Fund 2028 Inc. (the “Long Fund”) include, among others, swap agreement risk, privately held companies risk, counterparty risk, limited term risk and valuation risk.

Principal risks of the RiverNorth Short Prime Unicorn Fund 2028, Inc. (the “Short Fund”) include, among others, swap agreement risk, private company risk, counterparty risk, short sale exposure risk, correlation risk, inverse correlation risk, limited term risk, and valuation risk.

Long Fund Principal Risks:

Swap Agreement Risk
The Fund will use swap agreements as a means to achieve its investment objective. Swap agreements are generally traded in over-the-counter (“OTC”) markets and are subject to regulation by the Commodity Futures Trading Commission (the “CFTC”). CFTC rules, however, do not cover all types of swap agreements. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act of 1936 in connection with the Fund’s swap agreements. The lack of regulation in these markets could expose investors to significant losses under certain circumstances, including in the event of trading abuses or financial failure by participants. Unlike in futures contracts, the counterparty to uncleared OTC swap agreements is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, the Fund is subject to increased counterparty risk with respect to the amount it expects to receive from counterparties to uncleared swaps. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Fund could fail to achieve its investment objective and suffer significant losses on these contracts and the value of an investor’s investment in the Fund may significantly decline. OTC swaps of the type that may be utilized by the Fund are less liquid than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty. Swaps are also subject to the risk of imperfect correlation between the value of the reference asset underlying the swap and the swap. Leverage inherent in derivatives will tend to magnify the Fund’s gains and losses. Moreover, with respect to the use of swap agreements, if the constituent securities of the Index have dramatic intraday moves that cause a material decline in the Fund’s net assets, or the net assets of the Fund decline significantly during its winddown, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the transaction with the Fund. In that event, the Fund may be unable to enter into other swap agreements or invest in other derivatives to achieve the desired exposure consistent with the Fund’s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the constituent securities of the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning.

Private Company Risk
The Fund is subject to a high degree of private company risk. Investment exposure to private companies involve a number of significant risks (particularly in comparison to public companies), which include the following: private companies can involve a high degree of business and financial risk that can result in substantial losses; they may face intense competition, including competition from companies with far greater financial resources, more extensive development, manufacturing, marketing and other capabilities, and a larger number of qualified managerial and technical personnel; they may have limited financial resources and may be unable to meet their obligations; they typically have shorter operating histories, narrower product lines and/or asset concentration risk and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; they typically depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have material adverse effects; there is generally little public information about these companies as they are not subject to the reporting requirements of the Exchange Act and other regulations that govern public companies, and an investor may not be able to uncover all material information about these companies; they may not maintain their accounting records in accordance with generally accepted accounting principles or maintain effective internal controls over financial reporting; they generally have less predictable operating results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; changes in laws and regulations, as well as interpretations of relevant laws and regulations, may adversely affect their business, financial structure or prospects; they may be highly leveraged and, as a consequence, subject to restrictive financial and operating covenants. The leverage may impair the ability of these companies to finance their future operations and capital needs. As a result, these companies may lack the flexibility to respond to changing business and economic conditions, or to take advantage of business opportunities; they may have difficulty accessing the capital markets to meet future capital needs; and they are subject to valuation risk as they are fair valued and therefore subject to inherent uncertainty which, in turn, can result in rapid, substantial changes to their value and to the corresponding value of the Index.

Counterparty Risk
Investing in derivatives involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, the Fund may lose the entire value of any swaps with the counterparty as well as any collateral posted to the Counterparty and as a result the value of an investment in the Fund may decline. Additionally, if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund’s ability to access such collateral, the value of an investment in the Fund may decline. As the Fund expects to trade with a limited number of counterparties, its counterparty risk will be higher. To the extent such number of counterparties remains limited, the Fund and its ability to pursue its investment objective and strategies may be overly dependent on the ability and/or willingness of such counterparties to continue transacting with the Fund on the terms and at the prices agreeable to the Fund, and any changes thereto could adversely impact, among other things, the liquidity and pricing of the Fund’s swap agreements. Accordingly, from time to time, the Fund could experience difficulty implementing its investment strategies, entering into swap agreements, and/or obtaining appropriate pricing for its swap agreements and any adjustments thereto, which in turn could cause the Fund to fail to achieve its investment objective. A secondary market for the Fund’s swap transactions is not expected to exist or, to the extent one develops, may not be as deep as for other instruments. If the Fund fails to meet its payment or collateral delivery obligations under a swap agreement or some other termination or default event occurs, or an underlying asset suffers a disruption event, the counterparty to the contract could close out the contract and the Fund could experience significant losses and fail to achieve its investment objective.

Limited Term Risk
The Fund is scheduled to terminate on the Termination Date. The Fund is not a so called “target date” or “life cycle” fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Fund is not a “target term” fund whose investment objective is to return its original NAV on the Termination Date. The Fund’s investment objective and policies are not designed to seek to return to investors that purchase Common Shares in this offering their initial investment of $20.00 per Common Share on the Termination Date, and such investors and investors that purchase Common Shares after the completion of this initial offering may receive more or less than their original investment upon termination.

The Board of Directors may extend the Termination Date or terminate the Fund earlier without shareholder approval at any time prior to the Termination Date. If the Short Fund extends the Termination Date or terminates prior to the Termination Date, it is anticipated the Board of Directors would elect to extend the Termination Date or terminate the Fund as well.

Common Shareholders are subject to timing risk as the Termination Date may coincide with a period of market volatility and other factors that cause the value of the Index to decline, potentially significantly and rapidly, and thereby adversely impact the return and liquidating distribution to Fund shareholders upon termination.

Valuation Risk
The Fund is subject to valuation risk, which includes the risk that the Index is valued incorrectly due to factors such as incomplete data regarding a constituent private company, market instability and human error. Despite the efforts of Calculation Agent to value the constituent companies of the Index, there is generally little publicly available information about these companies; therefore such valuations may not reflect all material information and may ultimately prove to be unreliable or inaccurate and result in sudden changes to the values of the Index and adversely impact the Fund. There may not be a public or active secondary market for private companies included in the Index. The Adviser may, but is not required to, use an independent pricing service or prices provided by dealers to value the swap agreements held by the Fund based on the value of the underlying Index. Because the secondary markets for certain investments may be limited, such instruments may be difficult to value. The information available in the marketplace for private companies, their securities and the status of their businesses and financial conditions is often extremely limited, outdated and difficult to confirm. The determination of fair value necessarily involves judgment in evaluating this information in order to determine the value of the Index and in turn the NAV of the Fund. The most relevant information may often be provided by the issuer of the securities.

The value of an OTC swap is derived from the contractual terms of, and specific risks inherent in, the swap as well as the value and transactions in the securities of the companies comprising the Index and other available and reliable observable inputs, such as credit spreads.

If a price cannot be obtained from a pricing service or other pre-approved source, or if the Adviser deems such price to be unreliable, or if a significant event occurs after the close of the local market but prior to the time at which the Fund’s NAV is calculated, a swap agreement will be valued at its fair value in accordance with the Fund’s valuation policies and procedures approved by the Board of Directors. The Adviser may determine that a price is unreliable in various circumstances. For example, a price may be deemed unreliable if it has not changed for an identified period of time, or has changed from the previous price by more than a threshold amount, and recent transactions and/or broker dealer price quotations differ materially from the price in question. Fair valuation involves subjective judgments and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

In addition, the Fund’s compliance with the asset diversification tests under the Internal Revenue Code of 1986, as amended (the “Code”) depends on the fair market values of the Fund’s assets, and, accordingly, a challenge to the valuations ascribed by the Fund could affect its ability to comply with those tests or require it to pay penalty taxes in order to cure a violation thereof.

The Fund’s NAV is a critical component in several operational matters including computation of the management fee. Consequently, variance in the valuation of the Fund’s investments will impact, positively or negatively, the fees and expenses Common Shareholders will pay.

Short Fund Principal Risks:

Swap Agreement Risk
The Fund will use swap agreements as a means to achieve its investment objective. Swap agreements are generally traded in over-the-counter (“OTC”) markets and are subject to regulation by the Commodity Futures Trading Commission (the “CFTC”). CFTC rules, however, do not cover all types of swap agreements. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act of 1936 in connection with the Fund’s swap agreements. The lack of regulation in these markets could expose investors to significant losses under certain circumstances, including in the event of trading abuses or financial failure by participants. Unlike in futures contracts, the counterparty to uncleared OTC swap agreements is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, the Fund is subject to increased counterparty risk with respect to the amount it expects to receive from counterparties to uncleared swaps. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Fund could fail to achieve its investment objective and suffer significant losses on these contracts and the value of an investor’s investment in the Fund may significantly decline. OTC swaps of the type that may be utilized by the Fund are less liquid than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty. Swaps are also subject to the risk of imperfect correlation between the value of the reference asset underlying the swap and the swap. Leverage inherent in derivatives will tend to magnify the Fund’s gains and losses. Moreover, with respect to the use of swap agreements, if a reference asset has dramatic intraday moves that cause a material decline in its net assets (any such dramatic intraday moves may cause a significant decline in the Fund’s net assets as well), or the net assets of the Fund decline significantly during its winddown, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the transaction with the Fund. In that event, the Fund may be unable to enter into other swap agreements or invest in other derivatives to achieve the desired exposure consistent with the Fund’s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the reference asset reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning.

Private Company Risk
The Long Fund is subject to a high degree of private company risk that, in turn, could impact the Short Fund, albeit in the inverse relationship as the Long Fund. Investment exposure to private companies involve a number of significant risks (particularly in comparison to public companies), which include the following: private companies can involve a high degree of business and financial risk that can result in substantial losses; they may face intense competition, including competition from companies with far greater financial resources, more extensive development, manufacturing, marketing and other capabilities, and a larger number of qualified managerial and technical personnel; they may have limited financial resources and may be unable to meet their obligations; they typically have shorter operating histories, narrower product lines and/or asset concentration risk and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; they typically depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have material adverse effects; there is generally little public information about these companies as they are not subject to the reporting requirements of the Exchange Act and other regulations that govern public companies, and an investor may not be able to uncover all material information about these companies; they may not maintain their accounting records in accordance with generally accepted accounting principles or maintain effective internal controls over financial reporting; they generally have less predictable operating results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; changes in laws and regulations, as well as interpretations of relevant laws and regulations, may adversely affect their business, financial structure or prospects; they may be highly leveraged and, as a consequence, subject to restrictive financial and operating covenants. The leverage may impair the ability of these companies to finance their future operations and capital needs. As a result, these companies may lack the flexibility to respond to changing business and economic conditions, or to take advantage of business opportunities. They may have difficulty accessing the capital markets to meet future capital needs; and they are subject to valuation risk as they are fair valued and therefore subject to inherent uncertainty which, in turn, can result in rapid, substantial changes to their value and to the corresponding value of the Index.

In the case of the Fund, although private companies are subject to the foregoing risks (among others), they also have the potential for high returns, including within a short period of time, that would decrease the returns of the Fund to the detriment of Fund shareholders.

Counterparty Risk
Investing in derivatives involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, the Fund may lose the entire value of any swaps with the counterparty as well as any collateral posted to the Counterparty and as a result the value of an investment in the Fund may decline. Additionally, if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund’s ability to access such collateral, the value of an investment in the Fund may decline. As the Fund expects to trade with a limited number of counterparties, its counterparty risk will be higher. To the extent such number of counterparties remains limited, the Fund and its ability to pursue its investment objective and strategies may be overly dependent on the ability and/or willingness of such counterparties to continue transacting with the Fund on the terms and at the prices agreeable to the Fund, and any changes thereto could adversely impact, among other things, the liquidity and pricing of the Fund’s swap agreements. Accordingly, from time to time, the Fund could experience difficulty implementing its investment strategies, entering into swap agreements, and/or obtaining appropriate pricing for its swap agreements and any adjustments thereto, which in turn could cause the Fund to fail to achieve its investment objective. A secondary market for the Fund’s swap transactions is not expected to exist or, to the extent one develops, may not be as deep as for other instruments. If the Fund fails to meet its payment or collateral delivery obligations under a swap agreement or some other termination or default event occurs, or an underlying asset suffers a disruption event, the counterparty to the contract could close out the contract and the Fund could experience significant losses and fail to achieve its investment objective.

Short Sale Exposure Risk
The Fund will seek inverse or “short” exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund’s return, result in a loss, have the effect of limiting the Fund’s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. As the Fund has exposure to private companies through the Long Fund, these risks may be exacerbated as private companies generally have higher volatility and less liquidity when compared to exchange-traded companies. If the underlying assets experience significant gains, the net asset value of the Fund could decrease sharply in a short period of time. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by any assets underlying the Fund’s short positions, if any, would negatively impact the Fund.

Correlation Risk
A number of factors may affect the Fund’s ability to achieve a high degree of correlation with the inverse (-100%) of the U.S. dollar returns of the Long Fund Index Returns, before fees and expenses, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund’s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the percentage change of the U.S. dollar returns of the Long Fund Index Returns.

The Fund generally anticipates that its NAV will increase during the days when the NAV of the Long Fund decreases and will decrease during the days when the NAV of the Long Fund increases, but the dollar value of such increase or decrease will be more or less than the inverse amount experienced by the Long Fund. In addition, the Fund’s objective to seek such inverse dollar returns relative to the Long Fund may result in returns that are significantly different than what the Fund would experience if it sought to achieve the inverse investment results of the Index itself.

Inverse Correlation Risk
Short (inverse) positions are designed to profit from a decline in the price of a particular reference asset. The reference asset for the Fund’s short positions is the Long Fund. Investors in the Fund will lose money when the value of the reference asset rises, which is the opposite result from that of traditional funds. Any significant gains by the reference asset could cause the net assets of the Fund to decline sharply. A single day or intraday increase in the performance of the reference asset may result in the total loss or almost total loss of an investor’s investment, even if the reference asset subsequently moves lower. Like leveraged funds, inverse funds may be considered to be aggressive. The use of inverse instruments may expose the Fund to additional risks that it would not be subject to if it invested only in “long” positions.

Limited Term Risk
The Fund is scheduled to terminate on the Termination Date. The Fund is not a so called “target date” or “life cycle” fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Fund is not a “target term” fund whose investment objective is to return its original NAV on the Termination Date. The Fund’s investment objective and policies are not designed to seek to return to investors that purchase Common Shares in this initial offering their initial investment of $20.00 per Common Share on the Termination Date, and such investors and investors that purchase Common Shares after the completion of this initial offering may receive more or less than their original investment upon termination.

The Board of Directors may extend the Termination Date or terminate the Fund earlier without shareholder approval at any time prior to the Termination Date. If the Long Fund extends the Termination Date or terminates prior to the Termination Date, it is anticipated the Board of Directors would elect to extend the Termination Date or terminate the Fund as well.

Common Shareholders are subject to timing risk as the Termination Date may coincide with a period of market volatility and other factors that cause the value of the Fund to decline, potentially significantly and rapidly, and thereby adversely impact the return and liquidating distribution to Fund shareholders upon termination.

Valuation Risk
The Fund is subject to valuation risk, which includes the risk that the Index is valued incorrectly due to factors such as incomplete data regarding a constituent private company, market instability and human error. Despite the efforts of Calculation Agent to value the constituent companies of the Index, there is generally little publicly available information about these companies; therefore such valuations may not reflect all material information and may ultimately prove to be unreliable or inaccurate and result in sudden changes to the values of the Index and adversely impact the Fund. There may not be a public or active secondary market for private companies included in the Index. The Adviser may, but is not required to, use an independent pricing service or prices provided by dealers to value the swap agreements held by the Fund based on the value of the underlying Index. Because the secondary markets for certain investments may be limited, such instruments may be difficult to value. The information available in the marketplace for private companies, their securities and the status of their businesses and financial conditions is often extremely limited, outdated and difficult to confirm. The determination of fair value necessarily involves judgment in evaluating this information in order to determine the value of the Index and in turn the NAV of the Fund. The most relevant information may often be provided by the issuer of the securities.

The value of an OTC swap is derived from the contractual terms of, and specific risks inherent in, the swap as well as the value and transactions in the securities of the companies comprising the Long Fund and other available and reliable observable inputs, such as credit spreads.

If a price cannot be obtained from a pricing service or other pre-approved source, or if the Adviser deems such price to be unreliable, or if a significant event occurs after the close of the local market but prior to the time at which the Fund’s NAV is calculated, a swap agreement will be valued at its fair value in accordance with the Fund’s valuation policies and procedures approved by the Board of Directors. The Adviser may determine that a price is unreliable in various circumstances. For example, a price may be deemed unreliable if it has not changed for an identified period of time, or has changed from the previous price by more than a threshold amount, and recent transactions and/or broker dealer price quotations differ materially from the price in question. Fair valuation involves subjective judgments and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

In addition, the Fund’s compliance with the asset diversification tests under the Code depends on the fair market values of the Fund’s assets, and, accordingly, a challenge to the valuations ascribed by the Fund could affect its ability to comply with those tests or require it to pay penalty taxes in order to cure a violation thereof.

The Fund’s NAV is a critical component in several operational matters including computation of the management fee. Consequently, variance in the valuation of the Fund’s investments will impact, positively or negatively, the fees and expenses Common Shareholders will pay.

This Communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Funds, nor shall there be any sale of any securities of the Funds in any state or jurisdiction, domestic or foreign, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Funds’ securities have not been approved or disapproved by the SEC or any other state securities commission or any other regulatory or governmental authority, nor have any of the foregoing passed upon the accuracy or adequacy of the information presented in this Communication. Any representation to the contrary is a criminal offense. These materials are not advice, a recommendation or an offer to enter into any transaction with the Company or any of its affiliates. There is no guarantee that any of the goals, targets or objectives described in these materials will be achieved.

This Communication has been prepared by RiverNorth, which is solely responsible for its contents. Certain information contained herein has been derived from sources prepared by third parties believed to be reliable; however, RiverNorth makes no representation or warranty as to the accuracy or completeness of such information. No underwriter (collectively, the “Underwriters”) has independently verified the information contained herein and makes no representation as to its accuracy or completeness. Any representations or warranties relating to the Fund will be made only in the Fund’s definitive prospectus, which will form part of its registration statement once it is declared effective by the SEC, and in any related underwriting agreement filed with the SEC.

Information and statements contained in this Communication relating to the experiences of the Funds’ founders and management and the past performance of investments with which they have been involved, and the experiences of the creators and owners of the Prime Unicorn^TM 30 Index is not a guarantee that the Funds will have similar performance going forward. You should not rely on the historical record or performance of the Company’s founders or management as indicative of the Funds’ future performance. This Communication does not purport to contain all of the information that may be required to evaluate a possible transaction. This Communication is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice. While the information herein is believed to be accurate and complete in all material respects, no representation or warranty, express or implied, is or will be given by the Funds, the Company or any affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this communication and no obligation to update the information herein is being assumed. All information is qualified in its entirety by reference to the more detailed discussions contained in the applicable registration statements.

In addition, this Communication may contain certain “forward‐looking statements” including statements regarding the Company, the Funds and management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained herein are based on the Funds’ and the Company’s current expectations and beliefs concerning future developments and their potential effects on the Funds. There can be no assurance that future developments affecting the Funds will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company or the Funds) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Except as required by law, the Company, the Funds, and the Underwriters are not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

An investment in the Funds is speculative and involves a high degree of risk. There can be no guarantee that the investment objectives will be achieved. The Company may engage in other investment practices that may increase the risk of investment loss. An investor could lose all or substantially all of his or her investment. Please see the “RISKS” section of the applicable preliminary prospectus.

The Company is registered as an investment adviser with the SEC.