RSF / RiverNorth Capital and Income Fund, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] Confidential, for use of the Commission Only (as permit

CONSENT OF COUNSEL

CONSENT OF COUNSEL We hereby consent to the use of our name and to the references to our Firm under the caption “Legal Matters” in the Prospectus and the caption “Legal Counsel” in the Statement of Additional Information included in Post-Effective Amendment No.

VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M. EASTERN TIME ON THE EXPIRATION DATE: July 7, 2025 (unless extended) RIVERNORTH CAPITAL AND INCOME FUND, INC. SUBSCRIPTION RIGHTS FOR SHARES OF COMMON STOCK In order to exercise your righ

RiverNorth Capital and Income Fund, Inc. Subscription Agent: Computershare Trust Company, N.A. Information Agent: Georgeson LLC Banks, brokers and shareholders call toll-free: (866) 357-5086 SUBSCRIPTION RIGHTS CERTIFICATE VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M. EASTERN TIME ON THE EXPIRATION DATE: July 7, 2025 (unless extended) RIVERNORTH CAPITAL AND INCOME FUND, INC. SUBS

NOTICE OF GUARANTEED DELIVERY For Common Stock of RiverNorth Capital and Income Fund, Inc. Subscribed for under the Primary Subscription Privilege and Pursuant to the Over-Subscription Privilege

NOTICE OF GUARANTEED DELIVERY For Common Stock of RiverNorth Capital and Income Fund, Inc.

Subscription Agent and Information Agent Agreement RiverNorth Capital and Income Fund, Inc. Computershare Trust Company, N.A./Computershare Inc. Georgeson LLC

Subscription Agent and Information Agent Agreement Between RiverNorth Capital and Income Fund, Inc.

As filed with the Securities and Exchange Commission on June 2, 2025

As filed with the Securities and Exchange Commission on June 2, 2025 Securities Act File No.

RiverNorth Capital and Income Fund, Inc. 1,105,000 Shares of Common Stock Subscription Rights for Shares of Common Stock 1,105,000 Shares of Common Stock Issuable Upon Exercise of Rights to Subscribe for Such Shares

Filed Pursuant to Rule 424(b)(2) Registration No. 333-281399 Prospectus Supplement (to Prospectus dated April 4, 2025) RiverNorth Capital and Income Fund, Inc. 1,105,000 Shares of Common Stock Subscription Rights for Shares of Common Stock 1,105,000 Shares of Common Stock Issuable Upon Exercise of Rights to Subscribe for Such Shares RiverNorth Capital and Income Fund, Inc. (the “Fund”) is issuing

CONSENT OF COUNSEL

CONSENT OF COUNSEL We hereby consent to the use of our name and to the references to our Firm under the caption “Legal Matters” in the Prospectus and the caption “Legal Counsel” in the Statement of Additional Information included in Post-Effective Amendment No.

DISTRIBUTION AGREEMENT

DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (this “Agreement”) made as of May 20, 2025 by and between the RiverNorth Capital and Income Fund, Inc.

SUB-PLACEMENT AGENT AGREEMENT ALPS Distributors, Inc. 1290 Broadway, Suite 1000 Denver, CO 80203

SUB-PLACEMENT AGENT AGREEMENT ALPS Distributors, Inc. 1290 Broadway, Suite 1000 Denver, CO 80203 May 20, 2025 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 RE: At-the-Market Offerings by RiverNorth Capital and Income Fund, Inc. Ladies and Gentlemen: From time to time ALPS Distributors, Inc. (the “Distributor”, “we” or “us”) will act as manager of registered at-the-market

RiverNorth Capital and Income Fund, Inc. Up to 3,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) File No. 333-281399 Prospectus Supplement (To Prospectus dated April 4, 2025) RiverNorth Capital and Income Fund, Inc. Up to 3,000,000 Shares of Common Stock RiverNorth Capital and Income Fund, Inc. (the “Fund”) has entered into a distribution agreement, dated May 20, 2025 (the “Distribution Agreement”) with ALPS Distributors, Inc. (the “Distributor”) relating to t

As filed with the Securities and Exchange Commission on May 20, 2025

As filed with the Securities and Exchange Commission on May 20, 2025 Securities Act File No.

$150,000,000 RiverNorth Capital and Income Fund, Inc. Common Stock Preferred Stock Subscription Rights for Common Stock Subscription Rights for Preferred Stock Subscription Rights for Common and Preferred Stock

BASE PROSPECTUS $150,000,000 RiverNorth Capital and Income Fund, Inc. Common Stock Preferred Stock Subscription Rights for Common Stock Subscription Rights for Preferred Stock Subscription Rights for Common and Preferred Stock The Fund. RiverNorth Capital and Income Fund, Inc. (the “Fund”) is a diversified, closed-end management investment company that has registered as an investment company under

JOINT FILING AGREEMENT

EX-99.1 2 jfa.htm EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this Joint Filing Agreement be included as an exhibit to this Schedule 13G. In evidence thereof,

EXHIBIT B

EX-99.2 3 subsidiaries.htm EXHIBIT B SUBSIDIARIES Nomura Global Financial Products, Inc. is a wholly owned subsidiary of Nomura Holdings, Inc.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 12, 2024, pursuant to the provisions of Rule 12d2-2 (a).

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) September 30, 2024 RiverNorth Capital and Income Fund, Inc.

UPDATE: RiverNorth CAPITAL AND iNCOME fUND, INC. to redeem its outstanding 5.875% SERIES A term preferred stock

UPDATE: RiverNorth CAPITAL AND iNCOME fUND, INC. to redeem its outstanding 5.875% SERIES A term preferred stock West Palm Beach, FL ‒ September 30, 2024 ‒ As announced in a press release dated September 4, 2024 (the “Prior Announcement”), the Board of Directors of the RiverNorth Capital and Income Fund, Inc. (the “Fund”) (NYSE: RSF) has authorized the redemption of all 1,656,000 outstanding shares

RiverNorth CAPITAL AND iNCOME fUND, INC. to redeem its outstanding 5.875% SERIES A term preferred stock

RiverNorth CAPITAL AND iNCOME fUND, INC. to redeem its outstanding 5.875% SERIES A term preferred stock West Palm Beach, FL ‒ September 4, 2024 ‒ The Board of Directors of the RiverNorth Capital and Income Fund, Inc. (the “Fund”) (NYSE: RSF) has authorized the redemption of all 1,656,000 outstanding shares of its 5.875% Series A Term Preferred Stock (the “Series A Preferred Stock”) (NYSE: RMPL). T

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) September 4, 2024 RiverNorth Capital and Income Fund, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] Confidential, for use of the Commission Only (as permit

As filed with the Securities and Exchange Commission on April 1, 2024

As filed with the Securities and Exchange Commission on April 1, 2024 Securities Act File No.

NOTICE OF GUARANTEED DELIVERY For Common Stock of RiverNorth Capital and Income Fund, Inc. Subscribed for under the Primary Subscription Privilege and Pursuant to the Over-Subscription Privilege

NOTICE OF GUARANTEED DELIVERY For Common Stock of RiverNorth Capital and Income Fund, Inc.

Subscription Agent and Information Agent Agreement RiverNorth Capital and Income Fund, Inc. Computershare Trust Company, N.A., Computershare Inc. Georgeson LLC

EXECUTION VERSION Subscription Agent and Information Agent Agreement Between RiverNorth Capital and Income Fund, Inc.

EX-99.25

Letter Agreement

Letter Agreement To: RiverNorth Capital Management, LLC 360 South Rosemary Avenue, Suite 1420 West Palm Beach, Florida 33401 Dear Board Members: You have engaged us to act as the sole investment adviser to the RiverNorth Capital & Income Fund, Inc.

CONSENT OF COUNSEL

CONSENT OF COUNSEL We hereby consent to the use of our name and to the references to our Firm under the caption “Legal Matters” in the Prospectus and the caption “Legal Counsel” in the Statement of Additional Information included in Post-Effective Amendment No.

RiverNorth Capital and Income Fund, Inc. 2,220,000 Shares of Common Stock Subscription Rights for Shares of Common Stock 2,220,000 Shares of Common Stock Issuable Upon Exercise of Rights to Subscribe for Such Shares

Filed Pursuant to Rule 424(b)(2) Registration No. 333-266719 Prospectus Supplement (to Prospectus dated February 28, 2024) RiverNorth Capital and Income Fund, Inc. 2,220,000 Shares of Common Stock Subscription Rights for Shares of Common Stock 2,220,000 Shares of Common Stock Issuable Upon Exercise of Rights to Subscribe for Such Shares RiverNorth Capital and Income Fund, Inc. (the “Fund”) is issu

As filed with the Securities and Exchange Commission on February 26, 2024

As filed with the Securities and Exchange Commission on February 26, 2024 Securities Act File No.

CONSENT OF COUNSEL

CONSENT OF COUNSEL We hereby consent to the use of our name and to the references to our Firm under the caption “Legal Matters” in the Prospectus and the caption “Legal Counsel” in the Statement of Additional Information included in the Registration Statement on Form N-2 under the Securities Act of 1933, as amended (the “1933 Act”), of RiverNorth Capital and Income Fund, Inc.

Consent of Independent Registered Public Accounting Firm

KPMG LLP Aon Center Suite 5500 200 E. Randolph Street Chicago, IL 60601-6436 Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated August 29, 2023, with respect to the financial statements and financial highlights of RiverNorth Capital and Income Fund, Inc., incorporated herein by reference, to the use of our report dated December 22, 2023 with respect

As filed with the Securities and Exchange Commission on February 12, 2024

As filed with the Securities and Exchange Commission on February 12, 2024 Securities Act File No.

Letter Agreement

Letter Agreement To: RiverNorth Capital Management, LLC 360 South Rosemary Avenue, Suite 1420 West Palm Beach, Florida 33401 Dear Board Members: You have engaged us to act as the sole investment adviser to the RiverNorth Capital & Income Fund, Inc.

Consent of Independent Registered Public Accounting Firm

KPMG LLP Aon Center Suite 5500 200 E. Randolph Street Chicago, IL 60601-6436 Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated August 29, 2023, with respect to the financial statements and financial highlights of RiverNorth Capital and Income Fund, Inc., incorporated herein by reference, to the use of our report dated December 22, 2023 with respect

CONSENT OF COUNSEL

CONSENT OF COUNSEL We hereby consent to the use of our name and to the references to our Firm under the caption “Legal Matters” in the Prospectus and the caption “Legal Counsel” in the Statement of Additional Information included in the Registration Statement on Form N-2 under the Securities Act of 1933, as amended (the “1933 Act”), of RiverNorth Capital and Income Fund, Inc.

RMPL.PR / RiverNorth Capital and Income Fund, Inc. - Preferred Stock / Karpus Management, Inc. - KARPUS INVESTMENT MGT / RIVERNORTH CAPITAL & INCOME FUND - SCHEDULE 13G/A(#5) Passive Investment

SC 13G/A 1 karpus-sch13g18788f.htm KARPUS INVESTMENT MGT / RIVERNORTH CAPITAL & INCOME FUND - SCHEDULE 13G/A(#5) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) * RiverNorth Capital & Income Fund, Inc. (Name of Issuer) Cumulative Preferred (Title of Class of Securities) 76882B207 (CUSIP Number) Decembe

Letter Agreement

Letter Agreement To: RiverNorth Capital Management, LLC 360 South Rosemary Avenue, Suite 1420 West Palm Beach, Florida 33401 Dear Board Members: You have engaged us to act as the sole investment adviser to the RiverNorth Capital & Income Fund, Inc.

Report of Independent Registered Public Accounting Firm on Supplemental Information

KPMG LLP Aon Center Suite 5500 200 E. Randolph Street Chicago, IL 60601-6436 Report of Independent Registered Public Accounting Firm on Supplemental Information To the Shareholders and Board of Directors RiverNorth Capital and Income Fund, Inc.: We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statement of assets and liabilitie

CONSENT OF COUNSEL

CONSENT OF COUNSEL We hereby consent to the use of our name and to the references to our Firm under the caption “Legal Matters” in the Prospectus and the caption “Legal Counsel” in the Statement of Additional Information included in the Registration Statement on Form N-2 under the Securities Act of 1933, as amended (the “1933 Act”), of RiverNorth Capital and Income Fund, Inc.

As filed with the Securities and Exchange Commission on December 22, 2023

As filed with the Securities and Exchange Commission on December 22, 2023 Securities Act File No.

Consent of Independent Registered Public Accounting Firm

KPMG LLP Aon Center Suite 5500 200 E. Randolph Street Chicago, IL 60601-6436 Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated August 29, 2023, with respect to the financial statements and financial highlights of RiverNorth Capital and Income Fund, Inc., incorporated herein by reference and to the reference to our firm under the headings “Financial

As filed with the Securities and Exchange Commission on October 2, 2023

As filed with the Securities and Exchange Commission on October 2, 2023 Securities Act File No.

Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated August 29, 2023, with respect to the financial statements and financial highlights of RiverNorth Capital and Income Fund, Inc.

Letter Agreement

Letter Agreement To: RiverNorth Capital Management, LLC 360 South Rosemary Avenue, Suite 1420 West Palm Beach, Florida 33401 Dear Board Members: You have engaged us to act as the sole investment adviser to the RiverNorth Capital & Income Fund, Inc.

CONSENT OF COUNSEL

CONSENT OF COUNSEL We hereby consent to the use of our name and to the references to our Firm under the caption “Legal Matters” in the Prospectus and the caption “Legal Counsel” in the Statement of Additional Information included in the Registration Statement on Form N-2 under the Securities Act of 1933, as amended (the “1933 Act”), of RiverNorth Capital and Income Fund, Inc.

CONSENT OF COUNSEL

CONSENT OF COUNSEL We hereby consent to the use of our name and to the references to our Firm under the caption “Legal Matters” in the Prospectus and the caption “Legal Counsel” in the Statement of Additional Information included in Post-Effective Amendment No.

RiverNorth Capital and Income Fund, Inc. Up to 3,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) File No. 333-266719 Prospectus Supplement (To Prospectus dated December 9, 2022) RiverNorth Capital and Income Fund, Inc. Up to 3,000,000 Shares of Common Stock RiverNorth Capital and Income Fund, Inc. (the “Fund”) has entered into a distribution agreement, dated August 24, 2023 (the “Distribution Agreement”) with ALPS Distributors, Inc. (the “Distributor”) relatin

RiverNorth Capital and Income Fund, Inc. Supplement dated August 24, 2023, to the Statement of Additional Information (“SAI”) dated December 9, 2022

Filed pursuant to Rule 424(b)(3) File No. 333-266719 RiverNorth Capital and Income Fund, Inc. Supplement dated August 24, 2023, to the Statement of Additional Information (“SAI”) dated December 9, 2022 1. Effective immediately, the following replaces the sections beginning with “Management of the Fund – Portfolio Managers” starting on page 24 of the SAI: Portfolio Managers Patrick W. Galley, Janae

Section 6 - Code of Ethics

Section 6 - Code of Ethics This Code of Ethics (the “Code”) is a joint Code for RiverNorth Capital Management, LLC (the “Adviser”), RiverNorth Funds (the “RiverNorth Funds”) and any subsequent funds advised by the Adviser.

DISTRIBUTION AGREEMENT

DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (this "Agreement") made as of August 24, 2023 by and between the RiverNorth Capital and Income Fund, Inc.

As filed with the Securities and Exchange Commission on August 24, 2023 Securities Act File No. 333-266719 Investment Company Act File No. 811-23067 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 (check appropriate b

As filed with the Securities and Exchange Commission on August 24, 2023 Securities Act File No.

SUB-PLACEMENT AGENT AGREEMENT ALPS Distributors, Inc. 1290 Broadway, Suite 1000 Denver, CO 80203

SUB-PLACEMENT AGENT AGREEMENT ALPS Distributors, Inc. 1290 Broadway, Suite 1000 Denver, CO 80203 August 24, 2023 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 RE: At-the-Market Offerings by RiverNorth Capital and Income Fund, Inc. Ladies and Gentlemen: From time to time ALPS Distributors, Inc. (the "Distributor", "we" or "us") will act as manager of registered at-the-mark

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] Confidential, for use of the Commission Only (as permit

RMPL.PR / RiverNorth Marketplace Lending / Karpus Management, Inc. - KARPUS INVESTMENT MGT / RIVERNORTH CAPITAL & INCOME FUND - SCHEDULE 13G/A(#4) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) * RiverNorth Capital & Income Fund, Inc. (Name of Issuer) Cumulative Preferred (Title of Class of Securities) 76882B207 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rul

Subscription Agent Agreement RiverNorth Capital and Income Fund, Inc. Computershare Trust Company, N.A. Computershare Inc.

Subscription Agent Agreement Between RiverNorth Capital and Income Fund, Inc. And Computershare Trust Company, N.A. And Computershare Inc. RSF Computershare rights offering sub agent agreement 2023 Page 1 This SUBSCRIPTION AGENT AGREEMENT (the "Agreement") is entered into as of this 5th day of January 2023 (the "Effective Date") by and among RiverNorth Capital and Income Fund, Inc., a company orga

NOTICE OF GUARANTEED DELIVERY For Common Stock of RiverNorth Capital and Income Fund, Inc.

NOTICE OF GUARANTEED DELIVERY For Common Stock of RiverNorth Capital and Income Fund, Inc.

EX-99

RiverNorth Specialty Finance Corporation Power of Attorney

EX-99 6 fp0081492-1ex99252t.htm RiverNorth Specialty Finance Corporation Power of Attorney I, the undersigned Director of RiverNorth Specialty Finance Corporation hereby appoint Joshua B. Deringer, David L. Williams and/or Patrick W. Galley, Attorneys-in-Fact, with full power of substitution and with the full power to sign for me and in my name in the following capacities relating to business of R

As filed with the Securities and Exchange Commission on January 6, 2023 Securities Act File No. 333-266719 Investment Company Act File No. 811-23067 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 (check appropriate b

As filed with the Securities and Exchange Commission on January 6, 2023 Securities Act File No.

January 5, 2023

Georgeson LLC 1290 Avenue of the Americas, 9th Floor New York, NY 10104 www.georgeson.com January 5, 2023 RiverNorth Capital and Income Fund, Inc. 360 South Rosemary Avenue, Suite 1420 West Palm Beach, FL 33401 Re: Information Agent This Letter of Agreement, including the Appendix attached hereto (collectively, this "Agreement"), sets forth the terms and conditions of the engagement of Georgeson L

RiverNorth Capital and Income Fund, Inc. 1,114,000 Shares of Common Stock Subscription Rights for Shares of Common Stock 1,114,000 Shares of Common Stock Issuable Upon Exercise of Rights to Subscribe for Such Shares

Filed Pursuant to Rule 424(b)(2) Registration No. 333-266719 Prospectus Supplement (to Prospectus dated December 9, 2022) RiverNorth Capital and Income Fund, Inc. 1,114,000 Shares of Common Stock Subscription Rights for Shares of Common Stock 1,114,000 Shares of Common Stock Issuable Upon Exercise of Rights to Subscribe for Such Shares RiverNorth Capital and Income Fund, Inc. (the “Fund”) is issui

Faegre Drinker Biddle & Reath LLP 320 South Canal Street, Suite 3300 Chicago, IL 60606 (312) 569-1000 (Phone) (312) 569-3000 (Facsimile) December 7, 2022

Faegre Drinker Biddle & Reath LLP 320 South Canal Street, Suite 3300 Chicago, IL 60606 (312) 569-1000 (Phone) (312) 569-3000 (Facsimile) www.

Level 2 - Other Significant Observable Inputs

RiverNorth Specialty Finance Corporation Statement of Investments September 30, 2022 (Unaudited) Shares Description Value CLOSED-END FUNDS (10.

Faegre Drinker Biddle & Reath LLP 320 South Canal Street, Suite 3300 Chicago, IL 60606 (312) 569-1000 (Phone) (312) 569-3000 (Facsimile) October 12, 2022

Faegre Drinker Biddle & Reath LLP 320 South Canal Street, Suite 3300 Chicago, IL 60606 (312) 569-1000 (Phone) (312) 569-3000 (Facsimile) www.

October 13, 2021

CORRESP 1 filename1.htm October 13, 2021 Via EDGAR Correspondence Filing Lauren Hamilton Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Specialty Finance Corporation (the “Fund”) File No. 811-23067 Dear Ms. Hamilton: This letter responds to comments from the staff (the “Staff”) of the Securities and Exchange Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] Confidential, for use of the Commission Only (as permit

0.00%-32.07%

RiverNorth Specialty Finance Corporation Statement of Investments March 31, 2022 (Unaudited) Shares Description Value CLOSED-END FUNDS (6.

RMPL.PR / RiverNorth Marketplace Lending / Karpus Management, Inc. - KARPUS INVESTMENT MGT / RIVERNORTH SPECIALTY FINANCE CORP. - SCHEDULE 13G/A(#3) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * RiverNorth Specialty Finance Corp. (Name of Issuer) Cumulative Preferred (Title of Class of Securities) 76882B207 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu

RSF / RiverNorth Marketplace Lending Corporation / StrategIQ Financial Group, LLC - STRATEGIQ FINANCIAL GROUP, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 RiverNorth Specialty Finance Corp (Name of Issuer) Closed End Fund (Title of Class of Securities) 76882B108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

RIVERNORTH SPECIALTY FINANCE CORPORATION (Ticker Symbols RSF and RMPL.P) January 5, 2021 SUPPLEMENT TO PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION DATED October 29, 2018

RIVERNORTH SPECIALTY FINANCE CORPORATION (Ticker Symbols RSF and RMPL.P) January 5, 2021 SUPPLEMENT TO PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION DATED October 29, 2018 Effective December 15, 2021, Andrew Kerai is no longer employed by RiverNorth Capital Management, LLC and is no longer a Co-Portfolio Manager of the Fund. Accordingly, the Fund prospectus and statement of additional informa

2.72%-32.36%

RiverNorth Specialty Finance Corporation Schedule of Investments September 30, 2021 (Unaudited) Description Shares Value CLOSED-END FUNDS (6.

RSF / RiverNorth Marketplace Lending Corporation / Karpus Management, Inc. - KARPUS INVESTMENT MGT / RIVERNORTH SPECIALTY FINANCE CORP - SCHEDULE 13G/A(#4) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) * RiverNorth Specialty Finance Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 76882B108 (CUSIP Number) September 30, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant

RSF / RiverNorth Marketplace Lending Corporation / Karpus Management, Inc. - KARPUS INVESTMENT MGT / RIVERNORTH SPECIALTY FINANCE CORP - SCHEDULE 13G/A(#3) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * RiverNorth Specialty Finance Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 76882B108 (CUSIP Number) July 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to wh

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] Confidential, for use of the Commission Only (as permit

RSF / RiverNorth Marketplace Lending Corporation / Karpus Management, Inc. - KARPUS INVESTMENT MGT / RIVERNORTH SPECIALTY FINANCE CORP - SCHEDULE 13G/A(#2) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * RiverNorth Specialty Finance Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 76882B108 (CUSIP Number) June 30, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement. [ ] Confidential, for use of the Commission Only (as permit

2.70%-33.29%

RiverNorth Specialty Finance Corporation Schedule of Investments March 31, 2021 (Unaudited) Description Shares Value CLOSED-END FUNDS (12.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * RiverNorth Specialty Finance Corp. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * RiverNorth Specialty Finance Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 76882B108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * RiverNorth Specialty Finance Corp. (Name of Issuer) Cumulative Preferred (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * RiverNorth Specialty Finance Corp. (Name of Issuer) Cumulative Preferred (Title of Class of Securities) 76882B207 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu

Past-Due Loans Table

RiverNorth Specialty Finance Corporation Schedule of Investments September 30, 2020 (Unaudited) Platform Original Acquisition Date Principal Amount Cost Market Value WHOLE LOANS - 24.

our definitive proxy statement on Schedule 14A, filed with the SEC on September 11, 2020

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement. [ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)). [X] De

RMPLX / RiverNorth Marketplace Lending Corp / Karpus Management, Inc. - KARPUS INVESTMENT MGT / RIVERNORTH - SCHEDULE 13GA(1) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

RMPLX / RiverNorth Marketplace Lending Corp / Karpus Management, Inc. - KARPUS INVESTMENT MGT / RIVERNORTH - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

RMPLX / RiverNorth Marketplace Lending Corp / Karpus Management, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13 G Under the Securities Exchange Act of 1934 (Amendment No. ) * RiverNorth Specialty Finance Corp (Name of Issuer) Cumulative Preferred (Title of Class of Securities) 76882B207 (CUSIP Number) October 18, 2017 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule purs

Original Acquisition Date

Original Acquisition Date Principal Amount Cost Market Value WHOLE LOANS - 62.40%(a) Consumer Loans - 25.70% Prosper - 2.72% 36-Month 1007407, 29.1%, 01/01/2020(b) 08/11/2017 $ 6,750 $ 6,750 $ 337 1008352, 12.59%, 01/01/2020(b) 08/11/2017 14,357 14,357 718 1009900, 8.29%, 01/01/2020(b) 08/11/2017 14,311 14,311 716 1011310, 19.99%, 01/01/2020 08/11/2017 12,037 12,037 11,597 1040827, 13.19%, 01/01/2

Original Acquisition

Original Acquisition Date Principal Amount Cost Market Value WHOLE LOANS - 107.79%(a) Consumer Loans - 95.66% Lending Club - 37.54% 36-Month 100026486, 15.99%, 03/24/2020(b) 3/22/2017 20,000 4,669 4,575 100087140, 8.24%, 03/24/2020 3/22/2017 19,200 3,537 3,492 100175836, 11.44%, 04/10/2020 4/6/2017 10,000 2,221 2,192 100455230, 7.99%, 04/10/2020(b) 4/6/2017 30,000 16,619 831 101136897, 8.24%, 03/2

RSF / RiverNorth Marketplace Lending Corporation DEF 14A - -

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement. [ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)). [X] Definitive proxy st

RMPL / RiverNorth Marketplace Lending Corp 8-A12B - -

Securities and Exchange Commission Washington, D.C. Form 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 RiverNorth Marketplace Lending Corporation (Exact name of registrant as specified in its charter) Maryland 32-0472699 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 325 N. LaSalle Street

RMPL / RiverNorth Marketplace Lending Corp NPORT-EX - - RIVERNORTH MARKETPLACE LENDING CORP

RiverNorth Marketplace Lending Corp RiverNorth Marketplace Lending Corporation Schedule of Investments March 31, 2019 (Unaudited) Original Acquisition Date Principal Amount Cost Market Value WHOLE LOANS - 106.

RMPL / RiverNorth Marketplace Lending Corp QUARTERLY NOTICE OF PORTFOLIO HOLDINGS (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-23067 RiverNorth Marketplace Lending Corporation (Exact name of registrant as specified in charter) 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654 (Address of principal executive o

I, Patrick W. Galley, certify that:

Exhibit 99.CERT CERTIFICATION I, Patrick W. Galley, certify that: 1. I have reviewed this report on Form N-Q of RiverNorth Marketplace Lending Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl

CONSENT OF COUNSEL

EX-99.28.N.2 3 fp0036649ex9928n2.htm CONSENT OF COUNSEL We hereby consent to the use of our name and to the references to our Firm under the caption “Legal Matters” in the Prospectus and the caption “Legal Counsel” in the Statement of Additional Information included in Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 under the Securities Act of 1933, as amended (the “1933 A

RMPL / RiverNorth Marketplace Lending Corp 486BPOS

As filed with the Securities and Exchange Commission on October 29, 2018 1933 Act File No.

Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm The Board of Directors RiverNorth Marketplace Lending Corporation: We consent to the use of our report dated August 29, 2018, with respect to the financial statements and financial highlights of RiverNorth Marketplace Lending Corporation, incorporated by reference herein and to the references to our firm under the headings “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” and “Financial Statements and Report of Independent Registered Public Accounting Firm” in the Statement of Additional Information filed on Form N-2.

RMPL / RiverNorth Marketplace Lending Corp DEFINITIVE PROXY STATEMENT

1940 Act File No. 811-23067 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement. ☐ Confidential, for use of the Commission only (as permitted by Rule

RMPL / RiverNorth Marketplace Lending Corp QUARTERLY NOTICE OF PORTFOLIO HOLDINGS (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-23067 RiverNorth Marketplace Lending Corporation (Exact name of registrant as specified in charter) 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654 (Address of principal executive o

I, Patrick W. Galley, certify that:

EX-99.CERT 2 certs.htm OFFICER CERTIFICATIONS CERTIFICATION I, Patrick W. Galley, certify that: 1. I have reviewed this report on Form N-Q of RiverNorth Marketplace Lending Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-23067 RiverNorth Marketplace Lending Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-23067 RiverNorth Marketplace Lending Corporation (Exact name of registrant as specified in charter) 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654 (Address of principal executive o

I, Patrick W. Galley, certify that:

Exhibit 99.CERT CERTIFICATION I, Patrick W. Galley, certify that: 1. I have reviewed this report on Form N-Q of RiverNorth Marketplace Lending Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl

RMPLX / RiverNorth Marketplace Lending Corp ESP

November 1, 2017 Via EDGAR Correspondence Filing Megan Miller Division of Investment Management Securities and Exchange Commission 100 F Street, N.

RiverNorth Marketplace Lending EX

POS EX 1 fp0028630posex.htm As filed with the Securities and Exchange Commission on October 19, 2017 1933 Act File No. 333-218851 1940 Act File No. 811-23067 U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM N-2 (Check appropriate box or boxes) [ X ] Registration Statement Under the Securities Act of 1933 [ ] Pre-Effective Amendment No. [ X ] Post-Effective Amendment No. 1 and [

Articles Supplementary Establishing and Fixing the Rights and Preferences of Term Preferred Shares (5)

RIVERNORTH MARKETPLACE LENDING CORPORATION ARTICLES SUPPLEMENTARY ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF TERM PREFERRED SHARES DATED AS OF OCTOBER 18, 2017 RiverNorth Marketplace Lending Corporation (the “ Corporation”), a Maryland corporation, hereby certifies to the State Department of Assessments and Taxation of Maryland that: RECITALS FIRST: The Corporation is authorized under Article IV of the charter of the Corporation, as amended (the “Charter”) to issue up to 40,000,000 shares of capital stock, with a par value $0.

[C&C Letterhead]

[C&C Letterhead] October 18, 2017 RiverNorth Marketplace Lending Corporation 325 North LaSalle Street, Suite 645 Chicago, Illinois 60654 Re: RiverNorth Marketplace Lending Corporation Ladies and Gentlemen: We have acted as counsel for RiverNorth Marketplace Lending Corporation (the ?Fund?) (i) in connection with the registration under the Securities Act of 1933, as amended (the ?Act?), of certain of its shares of preferred stock (the ?Shares?) covered by Registration Statement No.

Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm The Board of Directors and Shareholders of RiverNorth Marketplace Lending Corporation: We consent to the use of our reports dated August 29, 2017, with respect to the financial statements of RiverNorth Marketplace Lending Corporation, and to the references to our firm under the heading “Independent Registered Public Accounting Firm” in the Prospectus and Statement of Additional Information filed on Form N-2, incorporated by reference herein.

October 18, 2017

October 18, 2017 RiverNorth Marketplace Lending Corporation 325 North LaSalle Street Suite 645 Chicago, Illinois 60654 Re: Rule 462(b) Registration Statement Relating to Registration Statement on Form N-2 (File No.

RiverNorth Marketplace Lending EF

As filed with the Securities and Exchange Commission on October 18, 2017 1933 Act File No.

RMPL / RiverNorth Marketplace Lending Corp CORRESP

LADENBURG THALMANN & CO. INC. 277 Park Avenue 26th Floor New York, New York 10172 October 17, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: RiverNorth Marketplace Lending Corp Registration Statement on Form N-2 File No.: 333-218851 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as representativ

RMPL / RiverNorth Marketplace Lending Corp CORRESP

October 16, 2017 Via EDGAR Correspondence Filing Dominic Minore, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Marketplace Lending Corporation (Registration Nos. 333-218851, 811-23067) Dear Mr. Minore: The undersigned, RiverNorth Marketplace Lending Corporation, Registrant, pursuant to the provisions of Rule 461 o

RMPL / RiverNorth Marketplace Lending Corp CORRESP

October 11, 2017 Via EDGAR Correspondence Filing Dominic Minore, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Marketplace Lending Corporation (the “Fund”) File Nos. 333-218851, 811-23067 Dear Mr. Minore: This letter responds to your comments, provided by telephone on October 5, 2017, regarding the above captioned

RiverNorth Marketplace Lending 2B

Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 October 6, 2017 Securities and Exchange Commission 100 Fifth Street, N.

Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm The Board of Directors and Shareholders of RiverNorth Marketplace Lending Corporation: We consent to the use of our report dated August 29, 2017, with respect to the financial statements of RiverNorth Marketplace Lending Corporation, incorporated by reference herein and to the references to our firm under the headings ?Financial Highlights? in the Prospectus and ?Independent Registered Public Accounting Firm? and ?Financial Statements and Report of Independent Registered Public Accounting Firm? in the Statement of Additional Information filed on Form N-2.

As filed with the Securities and Exchange Commission on October 6, 2017

As filed with the Securities and Exchange Commission on October 6, 2017 1933 Act File No.

RMPL / RiverNorth Marketplace Lending Corp CORRESP

October 2, 2017 Via EDGAR Correspondence Filing Dominic Minore, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Marketplace Lending Corporation (the “Fund”) File Nos. 333-218851, 811-23067 Dear Mr. Minore: This letter responds to your comments, provided by e-mail on July 20, 2016, regarding the above captioned Regis

EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of RiverNorth Marketplace Lending Corporation: In planning and performing our audit of the financial statements of RiverNorth Marketplace Lending Corporation (the "Fund") as of June 30, 2017 and for the period from September 22, 2016 (commencement of operations) through June 30, 2017, in accordance w

RMPL / RiverNorth Marketplace Lending Corp CORRESP

[Letterhead of Chapman and Cutler LLP] June 27, 2017 Securities and Exchange Commission 450 Fifth Street, N.

I, Patrick W. Galley, certify that:

CERTIFICATION I, Patrick W. Galley, certify that: 1. I have reviewed this report on Form N-Q of RiverNorth Marketplace Lending Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-23067 RiverNorth Marketplace Lending Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-23067 RiverNorth Marketplace Lending Corporation (Exact name of registrant as specified in charter) 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654 (Address of principal executive o

RiverNorth Marketplace Lending QUARTERLY NOTICE OF PORTFOLIO HOLDINGS (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-23067 RiverNorth Marketplace Lending Corporation (Exact name of registrant as specified in charter) 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654 (Address of principal executive o

I, Patrick W. Galley, certify that:

Exhibit 99.CERT CERTIFICATION I, Patrick W. Galley, certify that: 1. I have reviewed this report on Form N-Q of RiverNorth Marketplace Lending Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl

RiverNorth Marketplace Lending ESP

From: Walter Draney Subject: RiverNorth Marketplace Lending Corporation Registration Statement on Form N-2 (333-204886; 811-23067) Date: August 19, 2016 at 11:37:57 AM CDT To: "Minore, Dominic" Cc: Esmond Kim , Marc Collins Dominic - The Fund confirms that it will, in the final prospectus filed pursuant to Rule 497 of the Securities Act of 1933, as amended, revise the first sentence of the final p

RiverNorth Marketplace Lending ESP

From: Walter Draney Subject: RiverNorth Marketplace Lending Corporation Registration Statement on Form N-2 (333-204886; 811-23067) Date: August 19, 2016 at 11:37:57 AM CDT To: "Minore, Dominic" Cc: Esmond Kim , Marc Collins Dominic - The Fund confirms that it will, in the final prospectus filed pursuant to Rule 497 of the Securities Act of 1933, as amended, revise the first sentence of the final p

RiverNorth Marketplace Lending ESP

From: Walter Draney Subject: RiverNorth Marketplace Lending Corporation Registration Statement on Form N-2 (333-204886; 811-23067) Date: June 28, 2016 at 3:30:27 PM CDT To: "Minore, Dominic" Cc: Esmond Kim , Marc Collins Dominic: The Staff has requested additional information relating to recent events involving LendingClub Corporation (?LendingClub?).

RiverNorth Marketplace Lending ESP

RiverNorth Marketplace Lending Corporation 325 N. LaSalle Street #645 Chicago, Illinois 60654 August 18, 2016 Via EDGAR and E-mail Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Marketplace Lending Corporation (Registration No. 333-204886, 811-23067) Ladies and Gentlemen: The undersigned registrant, RiverNorth Marketplace Lending Corporation (the ?Compa

RiverNorth Marketplace Lending ESP

Quasar Distributors LLC 615 E. Michigan Street Milwaukee, WI 53202 August 18, 2016 Via EDGAR and Electronic Mail Securities and Exchange Commission 100 F Street, N.E. Washington D.C. 20549 RiverNorth Marketplace Lending Corporation Registration Statement on Form N-2 File Nos. 333-204886 and 811-23067 Dear Mr. Minore: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigne

RiverNorth Marketplace Lending ESP

July 11 , 2016 Via EDGAR Correspondence Filing Dominic Minore, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Marketplace Lending Corporation (the ?Fund?) File Nos. 333-204886, 811-23067 Dear Mr. Minore: This letter responds to your comments, provided by telephone on July 7, 2016, regarding the correspondence submi

RiverNorth Marketplace Lending R

July 12 , 2016 Via EDGAR Correspondence Filing Dominic Minore, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Marketplace Lending Corporation (the ?Fund?) File Nos. 333-204886, 811-23067 Dear Mr. Minore: We have received your comments, provided by telephone on July 7, 2016, regarding the correspondence submitted by

RiverNorth Marketplace Lending R

July 5 , 2016 Via EDGAR Correspondence Filing Dominic Minore, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Marketplace Lending Corporation (the ?Fund?) File Nos. 333-204886, 811-23067 Dear Mr. Minore: We have received your comments, provided by telephone on June 21 and June 22, 2016, regarding the correspondence

RiverNorth Marketplace Lending ESP

CORRESP 1 filename1.htm July 1, 2016 Via EDGAR Correspondence Filing Dominic Minore, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Marketplace Lending Corporation (the “Fund”) File Nos. 333-204886, 811-23067 Dear Mr. Minore: This letter responds to your comments, provided by telephone on June 21 and June 22, 2016,

RiverNorth Marketplace Lending ESP

June 16 , 2016 Via EDGAR Correspondence Filing Dominic Minore, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Marketplace Lending Corporation (the ?Fund?) File Nos. 333-204886, 811-23067 Dear Mr. Minore: We have received your comments regarding Pre-effective Amendment No. 3 to the Registration Statement on Form N-2

RiverNorth Marketplace Lending ESP

January 28, 2016 Via EDGAR Correspondence Filing Dominic Minore, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Marketplace Lending Corporation (the ?Fund?) File Nos. 333-204886, 811-23067 Dear Mr. Minore: We have received your comments regarding Pre-effective Amendment No. 2 to the Registration Statement on Form N

RiverNorth Marketplace Lending ESP

CORRESP 1 filename1.htm Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 October 19, 2015 Via EDGAR Correspondence Filing Dominic Minore, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Marketplace Lending Corporation File Nos. 333-204886, 811-23067 Mr. Minore: As requested, on behalf of RiverNo

RiverNorth Marketplace Lending ESP

October 9, 2015 Via EDGAR Correspondence Filing Dominic Minore, Esq. Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RiverNorth Marketplace Lending Corporation (the ?Fund?) File Nos. 333-204886, 811-23067 Dear Mr. Minore: We have received your comments regarding the Registration Statement for the above captioned Fund in your letter

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned hereby appoints Jonathan M. Mohrhardt, signing singly, as attorney-in- fact to act for the undersigned and in the name of the undersigned solely to do all or any of the following: 1. To execute and file with the Securities and Exchange Commission all statements regarding the undersigned's beneficial ownership of securities of RiverNorth Marketplace Lending

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned hereby appoints each of Marcus L. Collins and Jonathan M. Mohrhardt, signing singly, as attorney-in-fact to act for the undersigned and in the name of the undersigned solely to do all or any of the following: 1. To execute and file with the Securities and Exchange Commission all statements regarding the undersigned's beneficial ownership of securities of R

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned hereby appoints each of Marcus L. Collins and Jonathan M. Mohrhardt, signing singly, as attorney-in-fact to act for the undersigned and in the name of the undersigned solely to do all or any of the following: 1. To execute and file with the Securities and Exchange Commission all statements regarding the undersigned's beneficial ownership of securities of R

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned hereby appoints each of Marcus L. Collins and Jonathan M. Mohrhardt, signing singly, as attorney-in-fact to act for the undersigned and in the name of the undersigned solely to do all or any of the following: 1. To execute and file with the Securities and Exchange Commission all statements regarding the undersigned's beneficial ownership of securities of R

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned hereby appoints each of Marcus L. Collins and Jonathan M. Mohrhardt, signing singly, as attorney-in-fact to act for the undersigned and in the name of the undersigned solely to do all or any of the following: 1. To execute and file with the Securities and Exchange Commission all statements regarding the undersigned's beneficial ownership of securities of R

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned hereby appoints Marcus L. Collins, signing singly, as attorney-in-fact to act for the undersigned and in the name of the undersigned solely to do all or any of the following: 1. To execute and file with the Securities and Exchange Commission all statements regarding the undersigned's beneficial ownership of securities of RiverNorth Marketplace Lending Corp

LIMITED POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY The undersigned hereby appoints each of Marcus L. Collins and Jonathan M. Mohrhardt, signing singly, as attorney-in-fact to act for the undersigned and in the name of the undersigned solely to do all or any of the following: 1. To execute and file with the Securities and Exchange Commission all statements regarding the undersigned's beneficial ownership of securities of R

RiverNorth Marketplace Lending

N-8A 1 fp0014693n8a.htm Securities and Exchange Commission Washington, D.C. 20549 Form N‑8A Notification of Registration Filed Pursuant to Section 8(a) of the Investment Company Act of 1940 The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in conn