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N-CSRS 1 d361408dncsrs.htm RIVERNORTH FUNDS RiverNorth Funds

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENTINVESTMENT COMPANIES


Investment Company Act file number:		811-21934

RiverNorth Funds

(Exact name of registrant as specified in charter)

325 North LaSalle Street, Suite 645, Chicago, IL 60654

(Address of principal executive offices) (Zip code)

Patrick W. Galley

325 North LaSalle Street, Suite 645

Chicago, IL 60654

(Name and address of agent for service)

Registrant’s telephone number, including area code: 312-832-1440


Date of fiscal year end:		09/30

Date of reporting period:		03/31/2012

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1.		Reports to Stockholders.

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RiverNorth Funds		Table of Contents


Portfolio Asset Allocation
RiverNorth Core Opportunity Fund		2
RiverNorth/DoubleLine^® Strategic Income Fund		4

Disclosure of Fund Expenses		5

Schedule of Investments
RiverNorth Core Opportunity Fund		6
RiverNorth/DoubleLine Strategic Income Fund		9

Statement of Assets and Liabilities
RiverNorth Core Opportunity Fund		31
RiverNorth/DoubleLine Strategic Income Fund		32

Statement of Operations
RiverNorth Core Opportunity Fund		33
RiverNorth/DoubleLine Strategic Income Fund		34

Statements of Changes in Net Assets
RiverNorth Core Opportunity Fund		35
RiverNorth/DoubleLine Strategic Income Fund		36

Financial Highlights
RiverNorth Core Opportunity Fund		38
RiverNorth/DoubleLine Strategic Income Fund		40

Notes to Financial Statements		42

Additional Information		51

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth Core Opportunity Fund		Portfolio Asset Allocation
		March 31, 2012 (Unaudited)

Portfolio asset allocations are approximations made by the Adviser and are subject to change.

Investment Vehicle Allocation⁽¹⁾ (percentages are based on net assets)

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Asset Class Allocation⁽¹⁾ (percentages are based on net assets)

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* Includes receivables for investments sold and liabilities for investments purchased.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth Core Opportunity Fund		Portfolio Asset Allocation
		March 31, 2012 (Unaudited)

Equity Capitalization Allocation⁽¹⁾ (percentages are based on net assets)

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Fixed Income Allocation⁽¹⁾ (percentages are based on net assets)

LOGO

⁽¹⁾ Investments in international markets present special risks including currency fluctuation, the potential for diplomatic and political instability, regulatory and liquidity risks, foreign taxation and differences in auditing and other financial standards. Risks of foreign investing are generally intensified for investments in emerging markets. The Fund invests in securities (Investment Companies) that have underlying exposure to high yield securities and unrated securities of similar credit quality (commonly known as junk bonds ), as well as derivatives of such securities, and therefore is likely to be subject to greater levels of interest rate, credit and liquidity risk than funds that do not invest in such securities. The underlying securities of these investments are considered predominately speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these underlying securities and therefore the Fund’s investment in securities that have high yield exposure. Small-Cap and Mid-Cap investing involves greater risk not associated with investing in more established companies, such as greater price volatility, business risk, less liquidity and increased competitive threat. Holdings are subject to change.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic IncomeFund		Portfolio Asset Allocation
		March 31, 2012 (Unaudited)

Portfolio detail statistics are estimates made by the Adviser and are subject to change.

Strategy (“Sleeve”) Allocation

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Credit Quality Distribution⁽¹⁾ (percentages are based on net assets)

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Sector Breakdown⁽¹⁾ (percentages are based on net assets)

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⁽¹⁾ Holdings subject to change.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth Funds		Disclosure of Fund Expenses
		March 31, 2012 (Unaudited)

Expense Example

As a shareholder of the RiverNorth Funds, you incur two types of costs: (1) transaction costs (such as the 2% fee on redemption of Fund shares made within 90 days of purchase); and (2) ongoing costs, including management fees, distribution and service (12b-1) fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period, October 1, 2011 and held for the six months ended March 31, 2012.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not each Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line for each share class of each Fund within the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.


	Beginning Account Value 10/01/2011	Ending Account Value 03/31/2012	Expense Ratio^(a)	Expenses Paid During Period^(b)
RiverNorth Core Opportunity Fund
Actual	$1,000.00	$1,172.30	1.39%	$7.55
Hypothetical (5% return before expenses)	$1,000.00	$1,018.05	1.39%	$7.01
RiverNorth/DoubleLine Strategic Income Fund
Class I Shares
Actual	$1,000.00	$1,063.40	0.93%	$4.80
Hypothetical (5% return before expenses)	$1,000.00	$1,020.35	0.93%	$4.70
Class R Shares
Actual	$1,000.00	$1,062.20	1.17%	$6.03
Hypothetical (5% return before expenses)	$1,000.00	$1,019.15	1.17%	$5.91

^(a)	Annualized, based on the Fund’s most recent fiscal half-year expenses.

^(b)	Expenses are equal to the Fund’s annualized ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (183), then divided by 366. Note this expense example is typically based on a six-month period.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth Core Opportunity Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Shares/Description		Value
CLOSED-END FUNDS - 61.00%
1,410,887	Adams Express Co.	$	15,491,539
532,382	AllianceBernstein Income Fund, Inc.		4,360,209
681,996	BlackRock Credit Allocation Income Trust II, Inc.		7,167,778
243,789	BlackRock Credit Allocation Income Trust III, Inc.		2,737,751
964,545	BlackRock Credit Allocation Income Trust IV, Inc.		12,606,603
83,100	BlackRock Enhanced Equity Dividend Trust		623,250
653,052	Boulder Growth & Income Fund, Inc.		4,094,636
273,671	Boulder Total Return Fund, Inc.^(a)		4,666,091
319,433	Calamos Convertible and High Income Fund		4,075,965
986,771	Calamos Strategic Total Return Fund		9,867,710
90,000	Central Europe and Russia Fund, Inc.		3,151,800
535,437	Clough Global Equity Fund		7,008,870
1,524,908	Clough Global Opportunities Fund		17,963,416
515,313	Eaton Vance Enhanced Equity Income Fund		5,699,362
545,910	Eaton Vance Risk-Managed Diversified Equity Income Fund		5,781,187
99,976	Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund		1,957,530
655,031	Eaton Vance Tax-Managed Buy-Write Opportunities Fund		8,476,101
1,432,510	Eaton Vance Tax-Managed Diversified Equity Income Fund		13,651,820
1,794,249	Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund		19,808,509
3,350,153	Eaton Vance Tax-Managed Global Diversified Equity Income Fund		29,849,863
497,333	Gabelli Dividend & Income Trust		8,146,315
408,250	General American Investors Co., Inc.		11,839,250
372,490	ING Prime Rate Trust		2,123,193
31,323	Invesco Van Kampen Dynamic Credit Opportunities Fund		365,853
193,067	Invesco Van Kampen Senior Income Trust		947,959
4,575,581	Liberty All Star Equity Fund		22,557,614
141,262	LMP Capital and Income Fund, Inc.		1,891,498
473,714	Macquarie Global Infrastructure Total Return Fund, Inc.		8,740,023
257,738	Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.		4,185,665
2,042,605	Nuveen Credit Strategies Income Fund		18,342,593
1,290,465	Nuveen Preferred Income Opportunities Fund		11,459,329
124,534	PIMCO Income Opportunity Fund		3,281,471
594,994	PIMCO Income Strategy Fund II		6,045,139
490,419	Royce Focus Trust, Inc.		3,413,316
1,717,633	Royce Value Trust, Inc.		23,857,923
950,325	TCW Strategic Income Fund, Inc.		4,894,174
1,014,796	Tri-Continental Corp.		16,155,552
263,992	Western Asset/Claymore Inflation-Linked Opportunities & Income Fund		3,376,458
3,732,391	Zweig Total Return Fund, Inc.		11,943,651


TOTAL CLOSED-END FUNDS
(Cost $294,977,534)			342,606,966

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth Core Opportunity Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Shares/Description		Value
MUTUAL FUNDS - 5.38%
533,820	Calamos Convertible Fund - Class A	$	9,736,884
1,111,161	Eaton Vance Floating-Rate Advantaged Fund		12,111,651
377,277	SunAmerica Focused Alpha Growth Fund^(a)		8,368,004

TOTAL MUTUAL FUNDS (Cost $19,870,495)			30,216,539


EXCHANGE-TRADED FUNDS - 9.62%
88,563	Guggenheim Russell Top 50 ETF		9,132,617
26,000	iShares MSCI EAFE Index Fund		1,427,140
176,839	iShares MSCI Emerging Markets Index Fund		7,594,351
24,153	iShares S&P 100 Index Fund		1,546,758
327,568	Powershares FTSE RAFI US 1000 Portfolio		19,817,864
111,000	SPDR Barclays Capital Convertible Securities ETF		4,424,460
100,000	Vanguard MSCI EAFE ETF		3,403,000
153,000	Vanguard MSCI Emerging Markets ETF		6,650,910


TOTAL EXCHANGE-TRADED FUNDS (Cost $43,163,116)			53,997,100


HOLDING & INVESTMENT MANAGEMENT COMPANIES - 0.24%
12,100	Affiliated Managers Group, Inc.^(a)		1,352,901

TOTAL HOLDING & INVESTMENT MANAGEMENT COMPANIES (Cost $634,253)			1,352,901


PREFERRED STOCKS - 0.71%
64,103	General American Investors Co., Inc., Series B, 5.950%		1,643,601
92,500	Kayne Anderson MLP Investment Co., Series D, 4.950%		2,349,500


TOTAL PREFERRED STOCKS (Cost $3,825,799)			3,993,101


REAL ESTATE INVESTMENT TRUSTS - 1.48%
313,296	Apollo Commercial Real Estate Finance, Inc.		4,903,082
208,533	Colony Financial, Inc.		3,415,771


TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $8,682,991)			8,318,853

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth Core Opportunity Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Shares/Description	Value
TOTAL INVESTMENTS - 78.43% (Cost $371,154,188)	$	440,485,460
CASH - 20.94%		117,596,465
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.63%		3,531,515

NET ASSETS - 100.00%	$	561,613,440

^(a)	Non-income producing security.

Common Abbreviations:

EAFE - Europe, Australia, and Far East.

FTSE - Financial Times Stock Exchange.

ETF - Exchange Traded Fund.

MLP – Master Limited Partnership.

MSCI – Morgan Stanley Capital International.

RAFI - Research Affiliates Fundamental Index.

S&P – Standard & Poor’s.

SPDR – Standard & Poor’s Depository Receipts.

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Shares/Description		Value
CLOSED-END FUNDS - 18.25%
44,964	Advent Claymore Convertible Securities and Income Fund II	$	309,352
88,306	Advent Claymore Enhanced Growth & Income Fund		883,943
2,351,822	AllianceBernstein Income Fund, Inc.		19,261,422
279,548	Apollo Senior Floating Rate Fund, Inc.		5,006,705
200,957	BlackRock Build America Bond Trust		4,310,528
268,351	BlackRock Credit Allocation Income Trust I, Inc.		2,651,308
478,495	BlackRock Credit Allocation Income Trust II, Inc.		5,028,983
288,748	BlackRock Credit Allocation Income Trust III, Inc.		3,242,640
572,279	BlackRock Credit Allocation Income Trust IV, Inc.		7,479,687
91,167	BlackRock Diversified Income Strategies Fund, Inc.		937,197
111,054	BlackRock Income Opportunity Trust, Inc.		1,163,846
268,088	BlackRock Income Trust, Inc.		1,989,213
20,738	BlackRock Municipal Income Quality Trust		310,655
23,990	BlackRock MuniEnhanced Fund, Inc.		273,486
56,900	Blackstone/GSO Long-Short Credit Income Fund		1,039,563
490,997	Calamos Convertible and High Income Fund		6,265,122
254,937	Calamos Convertible Opportunities and Income Fund		3,258,095
210,828	DWS Global High Income Fund, Inc.		1,703,490
178,346	Eaton Vance Limited Duration Income Fund		2,862,453
96,886	Eaton Vance Senior Income Trust		698,548
198,346	Eaton Vance Short Duration Diversified Income Fund		3,387,750
129,487	Eaton Vance Tax-Advantaged Bond and Options Strategies Fund		2,188,330
281,765	Federated Enhanced Treasury Income Fund		4,158,851
77,362	First Trust High Income Long/Short Fund		1,402,573
45,700	First Trust Strategic High Income Fund II		791,067
232,188	Guggenheim Build America Bonds Managed Duration Trust		5,068,664
62,617	Helios Multi-Sector High Income Fund, Inc.		380,085
174,771	Helios Strategic Income Fund, Inc.		1,038,140
1,428,618	ING Prime Rate Trust		8,143,123
489,091	Invesco Van Kampen Dynamic Credit Opportunities Fund		5,712,583
15,600	Invesco Van Kampen Municipal Trust		221,988
1,827,065	Invesco Van Kampen Senior Income Trust		8,970,889
41,400	MFS Multimarket Income Trust		288,972
244,264	Montgomery Street Income Securities, Inc.		3,859,371
242,835	Morgan Stanley Emerging Markets Debt Fund, Inc.		2,634,760
580,400	Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.		9,425,696
95,553	Nuveen Build America Bond Opportunity Fund		2,003,746
8,700	Nuveen Build American Bond Term Fund		175,566
1,480,229	Nuveen Credit Strategies Income Fund		13,292,456
59,864	Nuveen Dividend Advantage Municipal Fund		872,817
44,324	Nuveen Dividend Advantage Municipal Income Fund		663,087
252,781	Nuveen Multi-Currency Short-Term Government Income Fund		3,341,765
70,566	Nuveen Municipal Opportunity Fund, Inc.		1,030,969
484,261	Nuveen Preferred Income Opportunities Fund		4,300,238

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Shares/Description		Value
29,800	Nuveen Premium Income Municipal Fund 2	$	447,000
213,841	PIMCO Income Strategy Fund		2,429,234
410,311	PIMCO Income Strategy Fund II		4,168,760
304,846	Putnam Master Intermediate Income Trust		1,569,957
954,708	Putnam Premier Income Trust		5,260,441
978,173	Pyxis Credit Strategies Fund		6,201,617
279,490	The GDL Fund		3,429,342
687,252	Wells Fargo Advantage Multi-Sector Income Fund		10,404,995
141,180	Western Asset Global Corporate Defined Opportunity Fund, Inc.		2,721,950
134,433	Western Asset Inflation Management Fund, Inc.		2,386,186
206,765	Western Asset/Claymore Inflation-Linked Opportunities & Income Fund		2,644,524
61,822	Western Asset/Claymore Inflation-Linked Securities & Income Fund		787,612


TOTAL CLOSED-END FUNDS
(Cost $184,497,978)			194,481,340


PREFERRED STOCKS - 1.41%
3,909	General American Investors Co., Inc., Series B, 5.950%		100,227
400,000	Kayne Anderson MLP Investment Co., 4.250%		10,060,000
65,571	The GDL Fund, Series B, 7.000%		3,302,155
154,100	Tortoise Energy Capital Corp., 5.000%		1,579,525


TOTAL PREFERRED STOCKS
(Cost $15,075,146)			15,041,907


REAL ESTATE INVESTMENT TRUSTS - 0.38%
169,003	Apollo Commercial Real Estate Finance, Inc.		2,644,897
87,075	Colony Financial, Inc.		1,426,289


TOTAL REAL ESTATE INVESTMENT TRUSTS
(Cost $3,949,907)			4,071,186


Principal Amount/Description		Rate	Maturity	Value
FOREIGN CORPORATE BONDS - 5.33%
*Argentina - 0.02%*
$200,000	YPF SA	10.00%	11/02/2028		211,000

					211,000

*Australia - 0.15%*
1,300,000	Australia & New Zealand Banking Group Ltd.^(a)	4.88%	01/12/2021		1,418,758

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$200,000	PTTEP Australia International Finance Pty Ltd.^(b)	4.15%	07/19/2015	$	208,609

					1,627,367

*Bermuda - 0.06%*
600,000	Inkia Energy Ltd.^(b)	8.38%	04/04/2021		624,000

					624,000

*Brazil - 0.25%*
1,000,000	Banco Bradesco SA^(a)	5.75%	03/01/2022		1,009,000
1,200,000	Globo Comunicacao e Participacoes SA^(b)(c)	6.25%	07/20/2049		1,288,200
400,000	Votorantim Cimentos SA^(a)	7.25%	04/05/2041		410,000

					2,707,200

*British Virgin Islands - 0.14%*
100,000	C10 Capital SPV Ltd.^(b)(d)	6.72%	12/31/2049		67,500
500,000	CNOOC Finance 2011 Ltd.^(b)	4.25%	01/26/2021		522,677
400,000	Hongkong Electric Finance Ltd.	4.25%	12/14/2020		411,003
500,000	PCCW-HKT Capital No 4 Ltd.	4.25%	02/24/2016		516,831

					1,518,011

*Canada - 0.34%*
840,000	Pacific Rubiales Energy Corp.^(a)	7.25%	12/12/2021		923,580
400,000	Pacific Rubiales Energy Corp.^(b)	7.25%	12/12/2021		439,800
2,225,000	Royal Bank of Canada	2.30%	07/20/2016		2,285,444

					3,648,824

*Cayman Islands - 0.80%*
200,000	AES Andres Dominicana Ltd.^(b)	9.50%	11/12/2020		212,000
600,000	CCL Finance Ltd.^(b)	9.50%	08/15/2014		680,700
900,000	EGE Haina Finance Co.^(b)	9.50%	04/26/2017		949,500
900,000	Grupo Aval Ltd.^(a)	5.25%	02/01/2017		938,250
1,000,000	Gruposura Finance^(b)	5.70%	05/18/2021		1,050,000
800,000	Hutchison Whampoa International 11 Ltd.^(a)	4.63%	01/13/2022		807,511
200,000	Hutchison Whampoa International 11 Ltd.^(b)	4.63%	01/13/2022		201,878
420,649	IIRSA Norte Finance Ltd.^(b)	8.75%	05/30/2024		494,810
250,000	Intercorp Retail Trust^(a)	8.88%	11/14/2018		271,250
500,000	JBS Finance II Ltd.^(b)	8.25%	01/29/2018		514,250
600,000	Odebrecht Finance Ltd.^(b)	6.00%	04/05/2023		626,580
1,100,000	Petrobras International Finance Co. - Pifco	5.38%	01/27/2021		1,189,495
600,000	Virgolino de Oliveira Finance Ltd.^(a)	11.75%	02/09/2022		598,500

					8,534,724

*Chile - 0.39%*
800,000	AES Gener SA^(b)	5.25%	08/15/2021		846,000

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$600,000	Automotores Gildemeister SA^(a)	8.25%	05/24/2021	$	645,900
350,000	Banco del Estado de Chile^(a)	3.88%	02/08/2022		348,250
550,000	Celulosa Arauco y Constitucion SA^(b)	4.75%	01/11/2022		565,540
600,000	Empresa Nacional del Petroleo^(a)	4.75%	12/06/2021		624,484
200,000	Empresa Nacional del Petroleo^(b)	4.75%	12/06/2021		208,242
200,000	Inversiones CMPC SA^(a)	4.75%	01/19/2018		210,498
100,000	Inversiones CMPC SA^(b)	4.75%	01/19/2018		105,275
500,000	Inversiones CMPC SA^(b)	6.13%	11/05/2019		564,523

					4,118,712

*Colombia - 0.13%*
200,000	Banco de Bogota SA^(a)	5.00%	01/15/2017		208,000
1,100,000	BanColombia SA	5.95%	06/03/2021		1,170,125

					1,378,125

*Costa Rica - 0.12%*
600,000	Instit Costa de Electric^(a)	6.95%	11/10/2021		633,000
600,000	Instit Costa de Electric^(b)	6.95%	11/10/2021		633,000

					1,266,000

*European Union - 0.03%*
300,000	Eurasian Development Bank^(b)	7.38%	09/24/2014		328,500

					328,500

*France - 0.11%*
1,150,000	France Telecom SA	2.75%	09/14/2016		1,183,923

					1,183,923

*Great Britain - 0.28%*
803,000	BP Capital Markets PLC	4.75%	03/10/2019		906,667
1,825,000	British Telecommunications PLC	5.95%	01/15/2018		2,121,085

					3,027,752

*India - 0.05%*
500,000	Reliance Holdings USA, Inc.^(a)	5.40%	02/14/2022		498,151

					498,151

*Ireland - 0.06%*

100,000	Alfa Bank OJSC Via Alfa Bond Issuance PLC^(b)	7.88%	09/25/2017		103,650
500,000	Vimpel Communications Via VIP Finance Ireland Ltd. OJSC^(b)	7.75%	02/02/2021		495,625

					599,275

*Kazakhstan - 0.00%^(e)*
60,000	BTA Bank JSC^(b)(c)(f)	10.75%	07/01/2018		13,500

					13,500

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
*Kenya - 0.02%*
$200,000	Braskem Finance Ltd.^(a)	5.75%	04/15/2021	$	210,360

					210,360

*Luxembourg - 0.30%*
100,000	Bank of Moscow OJSC Via Kuznetski Capital^(d)	5.97%	11/25/2015		99,140
960,000	Covidien International Finance SA	2.80%	06/15/2015		1,000,915
700,000	Gazprom OAO Via Gaz Capital SA^(b)	5.09%	11/29/2015		736,750
700,000	Minerva Luxembourg SA^(a)	12.25%	02/10/2022		768,250
200,000	Russian Agricultural Bank OJSC Via RSHB Capital SA^(a)(d)	6.00%	06/03/2021		197,760
343,273	Tengizchevroil Finance Co. SARL^(b)	6.12%	11/15/2014		362,205

					3,165,020

*Marshall Islands - 0.05%*
485,119	Nakilat, Inc.^(b)	6.27%	12/31/2033		529,619

					529,619

*Mexico - 0.47%*
400,000	Banco Mercantil del Norte SA^(b)	4.38%	07/19/2015		418,000
700,000	Banco Mercantil del Norte SA^(b)(d)	6.86%	10/13/2021		729,750
1,100,000	Controladora Comercial Mexicana SAB de CV^(b)	7.00%	06/30/2018		1,116,500
300,000	Empresas ICA SAB de CV^(b)	8.90%	02/04/2021		303,750
500,000	Gruma SAB de CV^(b)	7.75%	03/03/2099		505,000
500,000	Grupo Petrotemex SA de CV^(b)	9.50%	08/19/2014		556,250
300,000	Grupo Televisa SAB	6.63%	03/18/2025		354,482
100,000	Ixe Banco SA^(b)	9.25%	10/14/2020		114,000
500,000	Sigma Alimentos SA de CV^(b)	5.63%	04/14/2018		531,250
300,000	Sigma Alimentos SA de CV^(b)	6.88%	12/16/2019		339,000

					4,967,982

*Myanmar - 0.08%*
650,000	Axiata SPV1 Labuan Ltd.	5.38%	04/28/2020		688,859
200,000	IOI Ventures L Bhd	5.25%	03/16/2015		211,441

					900,300

*Netherlands - 0.16%*
647,000	Koninklijke KPN NV	8.38%	10/01/2030		831,058
200,000	VimpelCom Holdings BV^(a)	7.50%	03/01/2022		195,000
700,000	WPE International Cooperatief UA^(b)	10.38%	09/30/2020		667,310

					1,693,368

*Norway - 0.05%*
500,000	Corp. Pesquera Inca SAC^(b)	9.00%	02/10/2017		540,625

					540,625

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
*Panama - 0.03%*
$300,000	Banco Latinoamericano de Comercio Exterior SA^(a)	3.75%	04/04/2017	$	299,250

					299,250

*Peru - 0.43%*
300,000	Banco de Credito del Peru^(a)	5.38%	09/16/2020		309,000
300,000	Banco de Credito del Peru^(b)	5.38%	09/16/2020		309,000
100,000	Banco de Credito del Peru^(b)(d)	9.75%	11/06/2069		118,000
1,000,000	Banco Internacional del Peru SAA^(b)	5.75%	10/07/2020		1,020,000
100,000	Banco Internacional del Peru SAA^(b)(d)	8.50%	04/23/2070		106,750
950,000	Corp. Financiera de Desarrollo SA^(a)	4.75%	02/08/2022		983,250
200,000	Corp. Lindley SA^(a)	6.75%	11/23/2021		214,000
1,100,000	Volcan Cia Minera SAA^(a)	5.38%	02/02/2022		1,141,250
400,000	Volcan Cia Minera SAA^(b)	5.38%	02/02/2022		414,860

					4,616,110

*Qatar - 0.07%*
220,300	Ras Laffan Liquefied Natural Gas Co. Ltd. II^(b)	5.30%	09/30/2020		236,822
500,000	Ras Laffan Liquefied Natural Gas Co. Ltd. III^(b)	5.84%	09/30/2027		542,500

					779,322

*Russia - 0.18%*
400,000	Industry & Construction Bank St Petersburg OJSC Via Or-ICB for Industry^(d)	5.01%	09/29/2015		396,500
600,000	Vnesheconombank Via VEB Finance PLC^(a)	5.38%	02/13/2017		621,000
800,000	VTB Bank OJSC Via VTB Capital SA^(b)	6.88%	05/29/2018		849,000

					1,866,500

*Singapore - 0.22%*
600,000	DBS Bank Ltd.^(a)(d)	3.63%	09/21/2022		586,067
400,000	Oversea-Chinese Banking Corp. Ltd.^(d)	4.25%	11/18/2019		411,500
1,250,000	Temasek Financial I Ltd.^(b)	4.30%	10/25/2019		1,363,369

					2,360,936

*South Korea - 0.17%*
800,000	Lotte Shopping Co. Ltd.	3.88%	04/07/2016		815,288
800,000	POSCO^(a)	4.25%	10/28/2020		788,262
200,000	POSCO^(a)	5.25%	04/14/2021		210,916

					1,814,466

*United Arab Emirates - 0.17%*
200,000	Abu Dhabi National Energy Co.^(a)	5.88%	12/13/2021		214,000
400,000	Abu Dhabi National Energy Co.^(b)	4.13%	03/13/2017		411,000
400,000	Dolphin Energy Ltd.^(a)	5.50%	12/15/2021		423,500

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$674,320	Dolphin Energy Ltd.^(b)	5.89%	06/15/2019	$	732,480

					1,780,980


TOTAL FOREIGN CORPORATE BONDS
(Cost $55,708,219)					56,809,902


U.S. CORPORATE BONDS - 8.81%
850,000	3M Co.	5.70%	03/15/2037		1,086,380
1,325,000	Alcoa, Inc.	6.15%	08/15/2020		1,428,207
1,569,000	Altria Group, Inc.	9.25%	08/06/2019		2,112,274
2,100,000	American Express Credit Corp.	2.75%	09/15/2015		2,180,600
1,400,000	Amgen, Inc.	3.88%	11/15/2021		1,435,823
900,000	Anheuser-Busch InBev Worldwide, Inc.	5.38%	11/15/2014		999,919
1,250,000	Aristotle Holding, Inc.^(a)	2.10%	02/12/2015		1,266,280
850,000	Arrow Electronics, Inc.	3.38%	11/01/2015		875,832
1,050,000	AT&T, Inc.	5.35%	09/01/2040		1,117,143
1,645,000	Becton Dickinson and Co.	3.13%	11/08/2021		1,671,907
1,667,000	Biogen Idec, Inc.	6.88%	03/01/2018		2,034,290
300,000	Boston Properties LP	5.63%	11/15/2020		342,063
875,000	Boston Properties LP	4.13%	05/15/2021		901,263
1,150,000	Citigroup, Inc.	6.00%	12/13/2013		1,218,836
850,000	Comcast Corp.	5.85%	11/15/2015		980,843
475,000	Comcast Corp.	5.90%	03/15/2016		548,839
950,000	ConocoPhillips	6.50%	02/01/2039		1,262,441
700,000	Covidien International Finance SA	6.00%	10/15/2017		840,543
100,000	Daimler Finance North America LLC	6.50%	11/15/2013		108,939
1,800,000	Daimler Finance North America LLC^(a)	1.88%	09/15/2014		1,826,721
266,000	Deutsche Telekom International Finance BV	8.75%	06/15/2030		365,761
965,000	Devon Energy Corp.	6.30%	01/15/2019		1,179,023
1,153,000	Devon Energy Corp.	4.00%	07/15/2021		1,231,557
1,350,000	DIRECTV Holdings LLC / DIRECTV Financing Co., Inc.	5.00%	03/01/2021		1,465,248
1,250,000	Duke Energy Corp.	3.55%	09/15/2021		1,292,843
1,305,000	Ecolab, Inc.	2.38%	12/08/2014		1,352,392
2,050,000	General Electric Capital Corp.	2.90%	01/09/2017		2,128,476
936,000	General Mills, Inc.	3.15%	12/15/2021		938,420
675,000	Halliburton Co.	6.15%	09/15/2019		823,605
750,000	Illinois Tool Works, Inc.^(a)	3.38%	09/15/2021		767,129
1,250,000	Intel Corp.	3.30%	10/01/2021		1,293,538
1,400,000	International Business Machines Corp.	1.95%	07/22/2016		1,437,807
1,850,000	JP Morgan Chase & Co.	4.95%	03/25/2020		1,998,080

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$225,000	JPMorgan Chase & Co.	4.50%	01/24/2022	$	234,447
900,000	Kellogg Co.	7.45%	04/01/2031		1,180,392
1,600,000	Kinder Morgan Energy Partners LP	6.95%	01/15/2038		1,828,171
889,000	Kraft Foods, Inc.	5.38%	02/10/2020		1,029,063
1,243,000	Marathon Petroleum Corp.	5.13%	03/01/2021		1,353,886
1,250,000	Mattel, Inc.	2.50%	11/01/2016		1,279,832
825,000	MetLife, Inc.	6.38%	06/15/2034		1,015,539
250,000	MetLife, Inc.	5.70%	06/15/2035		290,955
350,000	MidAmerican Energy Holdings Co.	5.95%	05/15/2037		408,978
800,000	MidAmerican Energy Holdings Co.	6.50%	09/15/2037		1,000,074
1,265,000	Motorola Solutions, Inc.	6.00%	11/15/2017		1,465,917
1,789,000	National Rural Utilities Cooperative Finance Corp.	10.38%	11/01/2018		2,597,319
1,325,000	News America, Inc.	6.65%	11/15/2037		1,545,283
1,250,000	Novartis Capital Corp.	4.40%	04/24/2020		1,419,564
1,275,000	Omnicom Group, Inc.	4.45%	08/15/2020		1,373,820
1,075,000	ONEOK Partners LP	6.13%	02/01/2041		1,198,506
975,000	Phillips 66^(a)	5.88%	05/01/2042		999,376
150,000	Plains All American Pipeline LP	5.15%	06/01/2042		146,624
625,000	PNC Funding Corp.	6.70%	06/10/2019		761,308
950,000	PNC Funding Corp.	4.38%	08/11/2020		1,032,815
645,000	Simon Property Group LP	5.65%	02/01/2020		739,267
400,000	Simon Property Group LP	4.38%	03/01/2021		425,066
1,625,000	Southern Power Co.	4.88%	07/15/2015		1,792,685
200,000	Southwest Airlines Co.	5.25%	10/01/2014		215,180
100,000	Southwest Airlines Co.	5.75%	12/15/2016		111,951
992,000	Southwest Airlines Co.	5.13%	03/01/2017		1,080,333
900,000	Target Corp.	3.88%	07/15/2020		985,106
500,000	Target Corp.	2.90%	01/15/2022		495,021
721,000	The Boeing Co.	6.88%	03/15/2039		1,006,936
100,000	The Boeing Co.	5.88%	02/15/2040		125,637
2,550,000	The Coca-Cola Co.	1.80%	09/01/2016		2,606,429
1,050,000	The Goldman Sachs Group, Inc.	5.75%	01/24/2022		1,081,792
2,275,000	The Korea Development Bank	4.38%	08/10/2015		2,408,922
300,000	The Kroger Co.	5.50%	02/01/2013		311,982
900,000	The Kroger Co.	7.50%	01/15/2014		1,003,698
2,000,000	Time Warner Cable, Inc.	5.00%	02/01/2020		2,211,200
950,000	Transocean, Inc.	6.00%	03/15/2018		1,052,728
1,250,000	United Parcel Service, Inc.	3.13%	01/15/2021		1,311,421
1,250,000	Valero Energy Corp.	6.13%	02/01/2020		1,437,930
2,000,000	Wal-Mart Stores, Inc.	3.25%	10/25/2020		2,096,332
1,565,000	Waste Management, Inc.	6.13%	11/30/2039		1,905,574
905,000	WellPoint, Inc.	5.25%	01/15/2016		1,014,995
925,000	WellPoint, Inc.	5.88%	06/15/2017		1,081,044

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$2,100,000	Wells Fargo & Co.	4.60%	04/01/2021	$	2,255,413
725,000	Wynn Las Vegas LLC	7.75%	08/15/2020		800,219
1,600,000	Xerox Corp.	4.25%	02/15/2015		1,700,560


TOTAL U.S. CORPORATE BONDS
(Cost $92,677,026)					93,932,312


FOREIGN GOVERNMENT BONDS AND NOTES, SUPRANATIONALS AND FOREIGN AGENCIES - 1.14%
2,450,000	Corp. Andina de Fomento	3.75%	01/15/2016		2,551,628
250,000	Hydro Quebec	2.00%	06/30/2016		257,385
100,000	Hydro Quebec	7.50%	04/01/2016		121,760
1,650,000	Mexico Government International Bond	5.63%	01/15/2017		1,916,475
600,000	Mexico Government International Bond	3.63%	03/15/2022		615,000
1,900,000	Pemex Project Funding Master Trust	6.63%	06/15/2035		2,185,000
700,000	Province of Ontario Canada	2.30%	05/10/2016		725,493
500,000	Qatar Government International Bond^(a)	4.50%	01/20/2022		524,400
1,200,000	Qatar Government International Bond^(b)	4.50%	01/20/2022		1,258,560
400,000	Russian Foreign Bond - Eurobond^(a)	4.50%	04/04/2022		402,400
200,000	Russian Foreign Bond - Eurobond^(a)	5.63%	04/04/2042		201,500
1,100,000	South Africa Government International Bond	4.67%	01/17/2024		1,130,250
250,000	Wakala Global Sukuk Bhd^(b)	4.65%	07/06/2021		270,967


TOTAL FOREIGN GOVERNMENT BONDS AND NOTES, SUPRANATIONALS AND FOREIGN AGENCIES
(Cost $11,882,412)					12,160,818


NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS - 24.77%
	Adjustable Rate Mortgage Trust
2,789,911	Series 2005-7^(d)	5.18%	10/25/2035		2,115,804
	American Home Mortgage Investment Trust
311,823	Series 2007-A^(a)(c)	6.10%	01/25/2037		181,752
	Banc of America Alternative Loan Trust
186,644	Series 2005-6	6.00%	07/25/2035		168,466
841,489	Series 2005-6	5.50%	07/25/2035		751,644

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
	Banc of America Funding Corp.
$1,338,831	Series 2006-2	5.50%	03/25/2036	$	1,327,287
3,630,780	Series 2006-A^(d)	5.43%	02/20/2036		2,886,891
2,528,343	Series 2008-R2^(a)	6.00%	09/25/2037		2,552,147
	Banc of America Merrill Lynch Commercial Mortgage, Inc.
45,730,066	Series 2005-5^(d)	0.04%	10/10/2045		23,871
100,000	Series 2007-1	5.45%	01/15/2017		113,111
305,000	Series 2007-4^(d)	5.72%	02/10/2051		347,343
	Banc of America Mortgage Securities, Inc.
505,649	Series 2004-8	5.50%	09/25/2024		515,220
4,766,314	Series 2005-E^(d)	5.36%	06/25/2035		4,461,475
	Bank of America-First Union NB Commercial Mortgage
45,000	Series 2001-3^(a)	6.56%	04/11/2037		45,058
	BCAP LLC Trust
413,919	Series 2007-AA2^(d)	7.50%	04/25/2037		371,483
268,559	Series 2007-AA2	6.00%	04/25/2037		188,661
500,000	Series 2010-RR6^(a)(d)	8.90%	08/26/2022		491,254
	Bear Stearns Alt-A Trust
3,324,601	Series 2004-11^(d)	2.99%	11/25/2034		2,261,836
3,033,221	Series 2005-3^(d)	2.67%	04/25/2035		1,849,085
3,619,523	Series 2006-6^(d)	4.98%	11/25/2036		2,192,381
	Bear Stearns Asset Backed Securities Trust
1,276,362	Series 2005-HE3^(d)	0.92%	03/25/2035		1,002,850
4,511,756	Series 2006-AC1^(c)	5.75%	02/25/2036		3,022,336
	Bear Stearns Commercial Mortgage Securities
408,228	Series 2001-TOP2^(d)	6.83%	02/15/2035		409,869
100,000	Series 2006-PW13^(d)	5.58%	08/11/2016		106,833
	Chase Mortgage Finance Corp.
1,560,950	Series 2007-S3	5.50%	05/25/2037		1,536,521
	Citicorp Mortgage Securities, Inc.
2,083,335	Series 2007-1	6.00%	01/25/2037		2,028,272
2,044,594	Series 2007-2	5.50%	02/25/2037		1,811,517
	Citigroup Commercial Mortgage Trust
63,000	Series 2004-C1^(d)	5.36%	04/15/2040		65,331
250,000	Series 2005-C3^(d)	4.83%	05/15/2043		260,779
285	Series 2006-C4^(d)	5.73%	03/15/2049		285
265,000	Series 2006-C4^(d)	5.73%	03/15/2049		287,807
	Citigroup Mortgage Loan Trust, Inc.
1,800,000	Series 2006-WF1^(c)	6.08%	03/25/2036		1,065,256
2,455,668	Series 2007-OPX1^(c)	6.33%	01/25/2037		1,270,383

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$2,000,000	Series 2008-AR4^(a)(d)	3.07%	11/25/2038	$	1,118,886
1,400,000	Series 2008-AR4^(a)(d)	5.32%	11/25/2038		745,202
1,485,358	Series 2010-8^(a)(d)	11.43%	11/25/2036		1,062,031
4,604,681	Series 2010-8^(a)(d)	9.65%	12/25/2036		3,067,869
	Citigroup/Deutsche Bank Commercial Mortgage Trust
473,131	Series 2005-CD1^(d)	0.36%	07/15/2044		471,853
35,000	Series 2006-CD3	5.65%	10/15/2048		35,889
250,000	Series 2007-CD4	5.32%	03/11/2012		274,435
150,000	Series 2007-CD4	5.28%	12/11/2049		156,337
30,521,497	Series 2007-CD5^(a)(d)	0.18%	11/15/2044		154,072
	Citimortgage Alternative Loan Trust
2,019,374	Series 2007-A1	6.00%	01/25/2037		1,309,219
397,764	Series 2007-A1^(d)	5.16%	01/25/2037		68,121
712,407	Series 2007-A3^(d)	5.16%	03/25/2037		120,574
309,565	Series 2007-A3^(d)	6.00%	03/25/2037		218,764
10,832,681	Series 2007-A4	5.75%	04/25/2037		7,388,181
2,405,765	Series 2007-A4	5.75%	04/25/2037		1,673,383
2,152,119	Series 2007-A6	5.50%	06/25/2037		1,515,070
	Commercial Mortgage Acceptance Corp.
222,019	Series 1998-C2^(a)(d)	5.44%	09/15/2030		230,678
	Commercial Mortgage Asset Trust
250,000	Series 1999-C1^(d)	7.23%	01/17/2032		266,513
	Commercial Mortgage Pass Through Certificates
175,000	Series 2006-C7^(d)	5.77%	06/10/2046		183,295
1,197,625	Series 2010-C1^(a)(d)	2.43%	07/10/2046		83,162
100,000	Series 2011-THL^(a)	5.95%	08/09/2016		101,869
1,000,000	Series 2012-LC4^(a)(d)	2.72%	12/10/2044		159,036
	Countrywide Alternative Loan Trust
1,126,256	Series 2005-20CB	5.50%	07/25/2035		952,705
426,346	Series 2005-54CB	5.50%	11/25/2035		318,514
1,000,000	Series 2005-6CB	5.50%	04/25/2035		850,404
902,798	Series 2005-85CB^(d)	20.75%	02/25/2036		1,140,041
4,274,933	Series 2005-85CB^(d)	1.34%	02/25/2036		2,706,725
1,086,623	Series 2005-86CB	5.50%	02/25/2036		780,525
2,221,781	Series 2005-9CB^(d)	4.81%	05/25/2035		289,394
1,251,003	Series 2005-9CB^(d)	0.74%	05/25/2035		857,714
846,674	Series 2006-12CB^(d)	5.75%	05/25/2036		498,137
3,780,649	Series 2006-15CB	6.50%	06/25/2036		2,285,917
584,375	Series 2006-30T1	6.25%	11/25/2036		460,139
407,205	Series 2006-32CB	5.50%	11/25/2036		277,688
816,246	Series 2006-36T2^(d)	26.95%	12/25/2036		1,108,377
3,318,997	Series 2007-19	6.00%	08/25/2037		2,389,014

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$3,453,792	Series 2007-23CB^(d)	6.26%	09/25/2037	$	734,546
3,616,446	Series 2007-23CB^(d)	0.74%	09/25/2037		1,860,806
	Countrywide Asset-Backed Certificates
2,500,000	Series 2005-12^(c)	5.56%	02/25/2036		2,397,630
	Countrywide Home Loan Mortgage Pass Through Trust
300,000	Series 2005-J4	5.50%	11/25/2035		269,251
1,473,231	Series 2007-17	6.00%	10/25/2037		1,393,364
1,461,875	Series 2007-3	6.00%	04/25/2037		1,215,657
2,000,000	Series 2007-7	5.75%	06/25/2037		1,767,396
	Credit Suisse First Boston Mortgage Securities Corp.
250,000	Series 1998-C2^(a)(d)	6.75%	11/15/2030		271,296
217,846	Series 2005-10	5.50%	11/25/2035		169,005
210,024	Series 2005-8	5.50%	08/25/2025		189,104
	Credit Suisse Mortgage Capital Certificates
481,502	Series 2006-1	6.00%	02/25/2036		339,501
521,929	Series 2006-4	5.50%	05/25/2021		504,322
1,813,597	Series 2006-5	6.25%	06/25/2036		911,701
2,715,461	Series 2006-7	5.00%	08/25/2036		2,102,022
202,706	Series 2006-9	6.00%	11/25/2036		179,648
80,000	Series 2006-C3^(d)	5.81%	06/15/2038		84,637
119,342,587	Series 2006-C4^(a)(d)	0.56%	09/15/2039		1,019,424
685,700	Series 2007-2	5.00%	03/25/2037		670,224
833,116	Series 2007-3^(d)	5.84%	04/25/2037		451,885
188,256	Series 2007-4	6.00%	06/25/2037		156,068
2,983,201	Series 2010-7R^(a)(d)	14.00%	04/26/2037		1,923,102
	Crest Dartmouth Street
1,000,000	Series 2003-1A^(a)(d)	1.97%	06/28/2038		912,500
	CSAB Mortgage Backed Trust
8,781,274	Series 2006-2^(c)	5.70%	09/25/2036		2,350,923
252,200	Series 2007-1^(d)	5.90%	05/25/2037		136,981
	Deutsche ALT-A Securities, Inc. Alternate Loan Trust
904,485	Series 2005-6^(d)	4.84%	12/25/2035		119,904
448,052	Series 2005-6^(d)	1.64%	12/25/2035		254,531
	Deutsche Mortgage Securities, Inc.
316,783	Series 2006-PR1^(a)(d)	11.79%	04/15/2036		340,870
	First Horizon Alternative Mortgage Securities
245,914	Series 2005-FA6	5.50%	09/25/2035		200,694
276,966	Series 2006-FA7	6.25%	12/25/2036		202,836
475,673	Series 2007-FA2	6.00%	04/25/2037		318,451

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
	GE Capital Commercial Mortgage Corp.
$1,065,000	Series 2002-2A^(a)(d)	6.31%	08/11/2036	$	1,068,463
150,000	Series 2005-C4^(d)	5.31%	11/10/2015		155,857
	GMAC Commercial Mortgage Securities, Inc.
200,000	Series 2006-C1^(d)	5.29%	11/10/2045		204,730
	Greenwich Capital Commercial Funding Corp.
10,000	Series 2004-FL2A^(a)(d)	0.66%	11/05/2019		9,388
250,000	Series 2007-GG9	5.44%	03/10/2039		276,108
	GS Mortgage Securities Corp. II
250,000	Series 2006-GG6^(d)	5.62%	04/10/2038		258,605
19,899,572	Series 2006-GG6^(a)(d)	0.07%	04/10/2038		30,864
20,000	Series 2007-GG10^(d)	5.79%	08/10/2045		22,273
593,399	Series 2011-GC3^(a)(d)	1.16%	03/10/2044		32,314
	GSAA Trust
900,635	Series 2005-7^(d)	4.48%	05/25/2035		872,536
867,890	Series 2006-18^(c)	5.68%	11/25/2036		460,509
295,194	Series 2006-6^(d)	5.07%	03/25/2036		156,138
1,537,420	Series 2007-2^(c)	6.10%	03/25/2037		919,306
	HSBC Asset Loan Obligation
1,066,654	Series 2007-2	5.50%	09/25/2037		1,036,698
4,941,479	Series 2007-2	6.00%	09/25/2037		4,097,593
	Indymac IMJA Mortgage Loan Trust
5,585,133	Series 2007-A1	6.00%	08/25/2037		4,678,281
	Indymac IMSC Mortgage Loan Trust
2,720,224	Series 2007-F2	6.50%	07/25/2037		1,461,900
	Indymac Index Mortgage Loan Trust
3,935,628	Series 2005-AR35^(d)	5.32%	02/25/2036		2,763,023
2,000,000	Series 2007-FLX1^(d)	0.42%	02/25/2037		1,640,614
	Jefferies & Co.
4,001,304	Series 2010-R7^(a)(d)	1.24%	09/26/2035		3,662,874
	JP Morgan Alternative Loan Trust
933,389	Series 2005-S1	6.00%	12/25/2035		726,800
316,216	Series 2006-S1	5.00%	02/25/2021		273,215
2,565,392	Series 2006-S3^(c)	6.12%	08/25/2036		2,353,537
	JP Morgan Chase Commercial Mortgage Securities Corp.
315,000	Series 2006-CB16	5.55%	05/12/2045		354,028
9,127,907	Series 2006-LDP8^(d)	0.55%	05/15/2045		183,580
200,000	Series 2007-C1	5.72%	11/15/2017		222,089
100,000	Series 2007-CB18^(d)	5.47%	02/12/2017		103,364
100,000	Series 2007-CB19^(d)	5.74%	05/12/2017		98,938
90,000	Series 2007-CB19^(d)	5.74%	02/12/2049		101,697

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$200,000	Series 2007-CB20^(d)	5.79%	08/12/2017	$	230,130
150,000	Series 2011-C5^(a)(d)	5.31%	08/15/2046		165,437
125,000	Series 2011-PLSD^(a)	3.36%	11/13/2016		130,981
	JP Morgan Mortgage Acquisition Corp.
500,000	Series 2006-CH2^(c)	5.46%	10/25/2036		276,310
4,000,000	Series 2007-CH1^(c)	5.73%	05/25/2015		2,932,036
	JP Morgan Mortgage Trust
3,714,839	Series 2007-S3	6.00%	07/25/2037		3,078,127
680,665	Series 2007-S3	6.00%	08/25/2037		538,358
	JP Morgan Reremic
3,948,845	Series 2011-1^(a)(d)	7.27%	06/26/2037		2,507,912
	LB-UBS Commercial Mortgage Trust
650,000	Series 2001-C2^(a)	7.29%	09/15/2034		654,182
250,000	Series 2004-C2	4.37%	03/15/2036		263,533
3,874,283	Series 2006-C7^(a)(d)	0.67%	11/15/2038		95,067
5,165,711	Series 2006-C7^(a)(d)	0.29%	11/15/2038		92,218
	Lehman Mortgage Trust
1,891,000	Series 2006-6	5.50%	10/25/2036		1,235,659
5,393,029	Series 2006-7^(d)	0.49%	11/25/2036		777,691
5,393,029	Series 2006-7^(d)	7.51%	11/25/2036		1,515,878
3,188,663	Series 2006-8^(d)	0.66%	12/25/2036		1,434,838
3,188,663	Series 2006-8^(d)	6.34%	12/25/2036		765,279
4,654,594	Series 2007-10	6.00%	01/25/2038		4,241,559
1,011,824	Series 2007-10	6.50%	01/25/2038		907,364
	Lehman XS Trust
1,659,817	Series 2006-5^(c)	5.89%	04/25/2036		1,414,055
	MASTR Asset Securitization Trust
372,816	Series 2003-1	5.75%	02/25/2033		372,315
420,375	Series 2003-2	5.75%	04/25/2033		420,576
417,531	Series 2005-1	5.00%	05/25/2035		421,349
	Merrill Lynch Mortgage Trust
200,000	Series 2005-CKI1^(d)	5.22%	11/12/2037		211,196
	Merrill Lynch/Countrywide Commercial Mortgage Trust
90,000	Series 2006-3^(d)	5.46%	09/12/2016		92,405
55,000	Series 2007-8^(d)	5.90%	08/12/2049		58,972
	Morgan Stanley Capital I
95,000	Series 2005-HQ7^(d)	5.20%	11/14/2042		102,626
99,972	Series 2006-HQ9	5.69%	07/12/2044		103,983
150,000	Series 2006-HQ9^(d)	5.77%	07/12/2044		164,058
45,000	Series 2007-HQ11^(d)	5.45%	02/12/2044		50,591
44,730	Series 2007-HQ12^(d)	0.49%	04/12/2049		43,180
89,459	Series 2007-HQ12^(d)	5.60%	04/12/2049		92,101
9,862,055	Series 2011-C1^(a)(d)	0.99%	09/15/2047		382,756

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
	Morgan Stanley Mortgage Loan Trust
$7,465,357	Series 2005-3AR^(d)	2.64%	07/25/2035	$	5,010,240
472,384	Series 2006-11	6.00%	08/25/2036		323,865
3,115,031	Series 2006-7^(d)	5.67%	06/25/2036		2,151,290
2,696,704	Series 2006-7	6.00%	06/25/2036		1,872,831
786,611	Series 2007-3XS^(c)	5.70%	01/25/2047		431,335
	Morgan Stanley Reremic Trust
973,264	Series 2011-R1^(a)(d)	5.94%	02/26/2037		905,136
	Nomura Asset Acceptance Corp.
2,000,000	Series 2005-AP3^(d)	5.32%	08/25/2035		1,259,070
	N-Star Real Estate CDO Ltd.
206,511	Series 2004-2A^(a)(d)	0.59%	06/28/2039		203,349
	PHH Alternative Mortgage Trust
4,556,421	Series 2007-2	6.00%	05/25/2037		3,531,737
	Prime Mortgage Trust
480,742	Series 2006-1	5.50%	06/25/2036		376,112
182,828	Series 2006-DR1^(a)	5.50%	05/25/2035		158,334
	RBSGC Mortgage Pass Through Certificates
635,293	Series 2008-B^(a)	6.00%	06/25/2037		532,201
	Residential Accredit Loans, Inc.
897,064	Series 2004-QS15	5.25%	11/25/2034		842,589
960,120	Series 2006-QS4	6.00%	04/25/2036		632,289
2,144,005	Series 2006-QS6	6.00%	06/25/2036		1,410,863
3,009,092	Series 2006-QS6	6.00%	06/25/2036		1,980,133
890,308	Series 2006-QS7^(d)	5.36%	06/25/2036		146,538
296,769	Series 2006-QS7^(d)	0.64%	06/25/2036		149,146
5,645,013	Series 2006-QS7	6.00%	06/25/2036		3,743,242
367,992	Series 2006-QS8^(d)	0.69%	08/25/2036		168,889
1,115,458	Series 2006-QS8^(d)	5.31%	08/25/2036		184,247
6,999,790	Series 2007-QS3	6.50%	02/25/2037		4,534,835
233,610	Series 2007-QS6	6.25%	04/25/2037		155,315
32,914	Series 2007-QS6^(d)	52.99%	04/25/2037		65,655
500,000	Series 2008-QR1	6.00%	08/25/2036		241,006
	Residential Asset Mortgage Products, Inc.
209,257	Series 2004-RS4^(d)	5.07%	04/25/2034		195,529
2,888,569	Series 2006-RS5^(d)	0.41%	09/25/2036		2,073,207
	Residential Asset Securities Corp.
2,500,000	Series 2004-KS6^(d)	5.85%	07/25/2034		1,976,732
1,919,207	Series 2005-KS4^(d)	0.65%	05/25/2035		1,829,398
8,752,000	Series 2006-EMX6^(d)	0.39%	07/25/2036		5,758,781
5,500,000	Series 2007-KS4^(d)	0.42%	05/25/2037		4,543,380
	Residential Asset Securitization Trust
1,110,861	Series 2006-A1	6.00%	04/25/2036		811,440

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$2,393,120	Series 2006-A2	6.00%	05/25/2036	$	1,675,538
1,613,541	Series 2006-A6	6.50%	07/25/2036		871,094
254,741	Series 2006-A8	6.50%	08/25/2036		148,804
1,172,076	Series 2006-A8	6.00%	08/25/2036		898,559
539,275	Series 2006-A8^(d)	5.66%	08/25/2036		108,435
3,309,541	Series 2007-A1	6.00%	03/25/2037		2,158,506
6,948,626	Series 2007-A2	6.00%	04/25/2037		5,335,065
244,210	Series 2007-A6	6.00%	06/25/2037		175,432
	Residential Funding Mortgage Securities I
4,126,488	Series 2006-S3	5.50%	03/25/2036		3,458,195
988,933	Series 2006-S6	6.00%	07/25/2036		853,158
1,631,474	Series 2007-S3	6.00%	03/25/2037		1,315,193
1,392,960	Series 2007-S6	6.00%	06/25/2037		1,144,412
	Structured Adjustable Rate Mortgage Loan Trust
2,485,349	Series 2005-15^(d)	2.63%	07/25/2035		1,660,089
	Structured Asset Securities Corp.
2,488,553	Series 2003-35^(d)	5.15%	12/25/2033		2,497,024
2,249,258	Series 2004-15	4.75%	09/25/2019		2,266,157
546,582	Series 2005-RF1^(a)(d)	0.59%	03/25/2035		433,884
546,582	Series 2005-RF1^(a)(d)	5.52%	03/25/2035		76,427
	TBW Mortgage Backed Pass Through Certificates
2,337,961	Series 2006-2	7.00%	07/25/2036		841,783
	TIAA Seasoned Commercial Mortgage Trust
250,000	Series 2007-C4^(d)	5.71%	08/15/2039		263,917
	Wachovia Bank Commercial Mortgage Trust
125,000	Series 2005-C22^(d)	5.32%	12/15/2044		132,560
19,560,932	Series 2006-C27^(a)(d)	0.07%	07/15/2045		144,164
1,786,316	Series 2006-C29^(d)	0.38%	11/15/2048		26,398
	Washington Mutual Alternative Mortgage Pass Through Certificates
200,000	Series 2005-9	5.50%	11/25/2035		131,843
1,443,294	Series 2006-5	6.00%	07/25/2036		835,586
	Washington Mutual Alternative Mortgage Pass-Through Certificates
5,516,522	Series 2005-1	6.00%	03/25/2035		5,033,060
	Wells Fargo Alternative Loan Trust
2,607,877	Series 2007-PA2^(d)	0.67%	06/25/2037		1,438,130
2,607,877	Series 2007-PA2^(d)	5.83%	06/25/2037		488,980

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$1,160,793	Series 2007-PA3	5.75%	07/25/2037	$	900,481
4,379,734	Series 2007-PA5	6.25%	11/25/2037		4,012,493
	Wells Fargo Mortgage Backed Securities Trust
3,000,000	Series 2006-11	6.00%	09/25/2036		2,683,575
647,846	Series 2006-2	5.50%	03/25/2036		548,230
407,520	Series 2006-2	5.75%	03/25/2036		404,457
1,246,209	Series 2007-10	6.00%	07/25/2037		1,134,717
3,442,690	Series 2007-13	6.00%	09/25/2037		3,281,479
3,940,985	Series 2007-14	6.00%	10/25/2037		3,782,392
3,281,060	Series 2007-2	6.00%	03/25/2037		2,946,208
2,123,117	Series 2007-5	5.50%	05/25/2037		2,095,852
4,244,153	Series 2007-8	6.00%	07/25/2037		3,863,070
2,500,000	Series 2007-8	6.00%	07/25/2037		2,450,172
	Wells Fargo Mortgage Loan Trust
4,840,588	Series 2012-RR1^(a)(d)	2.85%	08/27/2037		4,848,526


TOTAL NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $259,497,783)					264,041,623


U.S. GOVERNMENT BONDS AND NOTES -11.56%
10,400,000	U.S. Treasury Bonds	3.63%	08/15/2019		11,799,122
8,280,000	U.S. Treasury Bonds	3.13%	05/15/2021		9,009,675
790,000	U.S. Treasury Bonds	8.00%	11/15/2021		1,199,442
1,675,000	U.S. Treasury Bonds	6.13%	11/15/2027		2,364,368
1,600,000	U.S. Treasury Bonds	4.75%	02/15/2037		2,019,250
8,300,000	U.S. Treasury Bonds	4.25%	11/15/2040		9,740,830
17,350,000	U.S. Treasury Notes	0.50%	05/31/2013		17,402,866
31,300,000	U.S. Treasury Notes	1.88%	04/30/2014		32,270,801
11,140,000	U.S. Treasury Notes	1.25%	10/31/2015		11,363,669
9,000,000	U.S. Treasury Notes	2.75%	11/30/2016		9,721,404
3,810,000	U.S. Treasury Notes	1.88%	09/30/2017		3,945,137
11,735,000	U.S. Treasury Notes	2.38%	05/31/2018		12,418,012


TOTAL U.S. GOVERNMENT BONDS AND NOTES (Cost $124,456,638)					123,254,576


U.S. GOVERNMENT / AGENCY MORTGAGE BACKED SECURITIES -17.75%
	Federal Home Loan Mortgage Corp. REMICS
5,371,128	Series 2003-2663	5.00%	08/15/2033		6,179,521
3,813,947	Series 2003-2722^(d)	9.62%	12/15/2033		4,420,834
924,343	Series 2005-R003	5.50%	10/15/2035		1,054,168

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$436,241	Series 2007-3261^(d)	6.19%	01/15/2037	$	63,055
5,292,831	Series 2007-3262^(d)	6.16%	01/15/2037		714,564
8,120,862	Series 2007-3301^(d)	5.86%	04/15/2037		1,059,139
5,838,041	Series 2007-3303^(d)	5.86%	04/15/2037		733,474
11,008,878	Series 2007-3303^(d)	5.84%	04/15/2037		1,375,945
8,496,041	Series 2007-3382^(d)	5.76%	11/15/2037		1,141,086
7,055,713	Series 2007-3384^(d)	6.07%	08/15/2036		899,942
5,483,055	Series 2007-3384^(d)	6.15%	11/15/2037		808,427
5,244,375	Series 2008-3417^(d)	5.94%	02/15/2038		708,804
144,611,189	Series 2008-3423^(d)	0.35%	03/15/2038		1,322,035
7,444,716	Series 2008-3423^(d)	5.41%	03/15/2038		871,412
3,785,383	Series 2009-3523^(d)	5.76%	04/15/2039		497,168
655,778	Series 2009-3524	5.78%	06/15/2038		701,074
592,386	Series 2009-3549^(d)	5.56%	07/15/2039		71,452
5,855,242	Series 2009-3560^(d)	6.16%	11/15/2036		972,919
4,161,368	Series 2010-3630^(d)	1.93%	03/15/2017		158,448
1,500,000	Series 2010-3641	4.50%	03/15/2040		1,649,646
1,192,328	Series 2010-3688	4.00%	07/15/2029		1,225,392
5,083,938	Series 2010-3726^(d)	5.81%	09/15/2040		650,708
184,663	Series 2010-3738^(d)	11.29%	10/15/2040		184,628
153,913	Series 2010-3739^(d)	9.52%	11/15/2039		155,837
58,193	Series 2010-3745^(d)	9.52%	10/15/2040		58,492
1,600,324	Series 2010-3745^(d)	9.52%	10/15/2040		1,574,373
614,470	Series 2010-3747^(d)	14.27%	10/15/2040		659,146
945,568	Series 2010-3758^(d)	5.38%	05/15/2039		934,046
133,497	Series 2010-3764^(d)	9.42%	11/15/2040		132,844
450,899	Series 2010-3766^(d)	9.52%	11/15/2040		470,928
1,325,642	Series 2010-3768^(d)	9.46%	12/15/2040		1,321,710
250,000	Series 2010-3779	4.00%	12/15/2030		266,816
750,000	Series 2010-3779	3.50%	12/15/2030		775,450
489,109	Series 2010-3779	4.50%	12/15/2040		482,130
181,908	Series 2010-3780^(d)	9.42%	12/15/2040		182,036
231,374	Series 2011-3786^(d)	9.02%	01/15/2041		232,201
1,895,937	Series 2011-3793^(d)	9.32%	01/15/2041		1,927,496
1,047,691	Series 2011-3795	4.00%	01/15/2041		1,076,948
76,711	Series 2011-3796^(d)	9.42%	01/15/2041		77,077
888,348	Series 2011-3796^(d)	9.42%	01/15/2041		884,362
399,520	Series 2011-3798^(d)	9.02%	11/15/2040		402,977
295,712	Series 2011-3805^(d)	9.02%	02/15/2041		301,409
1,591,875	Series 2011-3806	5.50%	07/15/2034		1,871,104
600,000	Series 2011-3808	3.50%	02/15/2031		621,178
205,936	Series 2011-3809^(d)	8.96%	02/15/2041		210,142
8,618,109	Series 2011-3815^(d)	5.61%	02/15/2041		1,010,430
500,000	Series 2011-3824	3.50%	03/15/2031		517,442

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$2,000,000	Series 2011-3824^(d)	6.86%	08/15/2036	$	473,098
1,430,800	Series 2011-3838^(d)	8.35%	04/15/2041		1,433,277
593,254	Series 2011-3857^(d)	8.78%	05/15/2041		536,392
1,517,855	Series 2011-3863	5.50%	08/15/2034		1,769,045
1,922,699	Series 2011-3864^(d)	8.66%	05/15/2041		1,982,580
1,042,014	Series 2011-3871	5.50%	06/15/2041		1,227,471
9,771,150	Series 2011-3872^(d)	5.71%	06/15/2041		1,225,664
2,595,212	Series 2011-3877	4.50%	06/15/2041		2,841,417
1,848,564	Series 2011-3888	4.00%	07/15/2041		1,911,110
2,885,111	Series 2011-3894	4.50%	07/15/2041		2,942,666
835,770	Series 2011-3899^(d)	12.77%	07/15/2041		840,745
2,059,068	Series 2011-3910	5.00%	08/15/2041		2,327,331
1,384,388	Series 2011-3924^(d)	9.07%	09/15/2041		1,389,936
8,882,733	Series 2011-3925	3.00%	09/15/2021		767,664
	Federal Home Loan Mortgage Pool
2,405,330	Series Pool #G01840	5.00%	07/01/2035		2,598,339
1,083,990	Series Pool #G04587	5.50%	08/01/2038		1,179,850
1,386,334	Series Pool #G04817	5.00%	09/01/2038		1,495,193
2,347,568	Series Pool #G06871	6.00%	01/01/2042		2,595,992
	Federal National Mortgage Association Pool
677,006	Series Pool #555743	5.00%	09/01/2033		733,234
812,488	Series Pool #735382	5.00%	04/01/2035		879,588
2,020,775	Series Pool #735383	5.00%	04/01/2035		2,187,663
1,552,072	Series Pool #735484	5.00%	05/01/2035		1,678,795
3,259,612	Series Pool #889509	6.00%	05/01/2038		3,595,170
4,092,918	Series Pool #965025	6.50%	09/01/2038		4,614,553
3,335,288	Series Pool #995581	6.00%	01/01/2039		3,680,380
353,814	Series Pool #AH1140	4.50%	12/01/2040		369,245
465,558	Series Pool #AH4437	4.00%	01/01/2041		482,401
2,893,899	Series Pool #AH7309	4.00%	02/01/2031		3,071,850
3,773,513	Series Pool #AI6658	4.00%	08/01/2041		3,910,035
4,992,600	Series Pool #AK4039	4.00%	02/01/2042		5,173,227
2,239,005	Series Pool #MA0264	4.50%	12/01/2029		2,385,985
4,366,428	Series Pool #MA0353	4.50%	03/01/2030		4,650,333
1,788,660	Series Pool #MA0871	4.00%	10/01/2041		1,853,372
4,317,747	Series Pool #MA3894	4.00%	09/01/2031		4,583,254
	Federal National Mortgage Association REMICS
4,603,824	Series 2003-92	5.00%	09/25/2033		5,299,973
602,214	Series 2004-46^(d)	5.76%	03/25/2034		79,274
1,557,829	Series 2006-101^(d)	6.34%	10/25/2036		224,865
4,291,341	Series 2006-123^(d)	6.08%	01/25/2037		622,618
1,108,086	Series 2007-102^(d)	6.16%	11/25/2037		164,435
2,424,308	Series 2007-108^(d)	6.12%	12/25/2037		365,816

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$371,325	Series 2007-30^(d)	5.87%	04/25/2037	$	44,797
6,278,693	Series 2007-38^(d)	5.84%	05/25/2037		793,124
412,442	Series 2007-51^(d)	5.86%	06/25/2037		53,436
873,062	Series 2007-53^(d)	5.86%	06/25/2037		109,277
5,172,155	Series 2007-57^(d)	6.38%	10/25/2036		817,578
1,438,833	Series 2008-14	5.50%	03/25/2038		1,638,884
5,201,242	Series 2008-3^(d)	6.22%	02/25/2038		786,485
6,309,922	Series 2008-56^(d)	5.82%	07/25/2038		810,453
1,610,700	Series 2008-81	5.50%	09/25/2038		1,825,004
2,785,421	Series 2009-111	5.00%	01/25/2040		3,127,276
6,942,784	Series 2009-111^(d)	6.01%	01/25/2040		902,374
777,844	Series 2009-28^(d)	5.76%	04/25/2037		100,350
1,703,571	Series 2009-41	4.50%	06/25/2039		1,807,218
3,250,583	Series 2009-42^(d)	5.76%	06/25/2039		400,894
7,141,728	Series 2009-47^(d)	5.86%	07/25/2039		928,239
4,600,172	Series 2009-62^(d)	5.86%	08/25/2039		584,820
1,498,635	Series 2009-66^(d)	5.56%	02/25/2038		194,365
2,248,572	Series 2009-68^(d)	5.01%	09/25/2039		242,670
3,762,000	Series 2009-80	4.50%	10/25/2039		4,084,870
425,965	Series 2010-109^(d)	52.05%	10/25/2040		599,190
1,655,593	Series 2010-111^(d)	5.76%	10/25/2040		217,053
530,865	Series 2010-112	4.00%	10/25/2040		548,303
1,932,890	Series 2010-34^(d)	4.69%	04/25/2040		180,196
418,937	Series 2010-4^(d)	5.99%	02/25/2040		66,718
1,000,000	Series 2010-58^(d)	11.85%	06/25/2040		1,251,445
2,442,647	Series 2010-75	4.50%	07/25/2040		2,629,929
1,530,505	Series 2010-9^(d)	5.06%	02/25/2040		163,413
364,613	Series 2010-90^(d)	5.76%	08/25/2040		48,786
1,045,458	Series 2011-113^(d)	9.32%	11/25/2041		1,052,632
3,927,590	Series 2011-127	4.00%	12/25/2041		3,897,736
4,545,150	Series 2011-141	4.00%	01/25/2042		4,581,630
500,000	Series 2011-16	3.50%	03/25/2031		514,428
185,808	Series 2011-18^(d)	9.00%	03/25/2041		189,634
2,619,228	Series 2011-2	4.00%	02/25/2041		2,680,469
164,814	Series 2011-2^(d)	9.11%	02/25/2041		165,099
101,174	Series 2011-23^(d)	8.82%	02/25/2041		102,084
1,000,000	Series 2011-25	3.00%	04/25/2026		1,028,050
500,000	Series 2011-29	3.50%	04/25/2031		514,600
369,833	Series 2011-35^(d)	8.36%	04/25/2041		372,972
492,744	Series 2011-38^(d)	8.42%	05/25/2041		499,037
1,200,000	Series 2011-48^(d)	8.72%	06/25/2041		1,233,320
9,023,512	Series 2011-5^(d)	6.16%	11/25/2040		1,163,194
1,193,325	Series 2011-72	5.50%	04/25/2037		1,398,013
1,842,402	Series 2011-77	4.00%	08/25/2041		1,844,720

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)


Principal Amount/Description		Rate	Maturity	Value
$120,887	Series 2011-8^(d)	9.12%	02/25/2041	$	122,080
10,000,000	Series 2012-29^(d)	5.75%	04/25/2042		1,206,250
	Government National Mortgage Association
342,261	Series 2004-83^(d)	5.84%	10/20/2034		56,590
391,973	Series 2008-6^(d)	6.22%	02/20/2038		61,066
375,459	Series 2008-67^(d)	5.76%	08/20/2038		59,361
267,744	Series 2009-10^(d)	6.41%	02/16/2039		50,693
2,271,428	Series 2009-35	4.50%	05/20/2039		2,456,976
417,880	Series 2009-6^(d)	5.71%	02/20/2038		64,901
3,964,990	Series 2009-75	5.00%	09/20/2039		4,499,431
775,374	Series 2010-61^(d)	6.31%	09/20/2039		119,023
5,804,564	Series 2010-98	5.95%	03/20/2039		805,383
259,186	Series 2011-12^(g)	Zero Coupon%	12/20/2040		185,273
2,614,850	Series 2011-45	4.50%	03/20/2041		2,778,121
4,721,885	Series 2011-69^(g)	Zero Coupon%	05/20/2041		3,995,914
2,076,278	Series 2011-71	4.50%	02/20/2041		2,221,830
3,258,359	Series 2011-72^(d)	5.91%	05/20/2041		512,781


TOTAL U.S. GOVERNMENT / AGENCY MORTGAGE BACKED SECURITIES (Cost $182,175,493)					189,144,689


TOTAL INVESTMENTS - 89.40% (Cost $929,920,602)					952,938,353
CASH - 10.36%					110,385,035
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.24%					2,586,170

NET ASSETS - 100.00%				$	1,065,909,558

^(a)

Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities have been deemed liquid under procedures approved by the Fund’s Board of Trustees and may normally be sold to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A securities amounts to $53,289,488, which represents approximately 5.00% of net assets as of March 31, 2012.

^(b)

Securities were purchased pursuant to Regulation S under the Securities Act of 1933, which exempts securities offered and sold outside of the United States from registration. Such securities cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. These securities have been deemed liquid under procedures approved by the Fund’s Board of Trustees. As of March 31, 2012, the aggregate market value of those securities was $26,827,676, representing 2.52% of net assets.

^(c)

Step bond. Coupon increases periodically based upon a predetermined schedule. Interest rate disclosed is that which is in effect at March 31, 2012.

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund		Schedule of Investments
		March 31, 2012 (Unaudited)

^(d)

Floating or variable rate security. Interest rate disclosed is that which is in effect at March 31, 2012.

^(e)

Less than 0.005% of net assets.

^(f)

Zero coupon bond reflects effective yield on the date of purchase.

Common Abbreviations:

Bhd - Berhad, a Malaysian public limited company.

BV - Besloten Vennootschap a Dutch private limited liability company.

CDO - Collateralized Debt Obligation.

JSC - Joint Stock Company.

LLC - Limited Liability Corp.

MLP – Master Limited Partnership.

NV - Naamloze Vennootschap is the Dutch term for a public limited liability corporation.

OJSC - Open Joint Stock Company.

PLC - Public Limited Co.

REMICS - Real Estate Mortgage Investment Conduits.

REREMICS - Re-securitized Real Estate Mortgage Investment Conduits.

SA - Generally designates corporations in various countries, mostly those employing the civil law.

SA de CV - Sociedad Anonima de Capital Variable, a Spanish term for a publicly-traded company. The term is most common in Mexico.

SAA - Sociedad Anónima Abierta - A publicly traded corporation.

SAB de CV - A variable capital company.

SAC - Sociedad Anónima Cerrada - A privately held corporation.

SARL - Société à responsabilité limitée, is a private limited liability corporate entity.

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth Core Opportunity Fund
Statement of Assets and Liabilities		March 31, 2012 (Unaudited)


ASSETS:
Investment in securities:
At cost	$	371,154,188

At value	$	440,485,460

Cash		117,596,465
Receivable for fund investments sold		3,432,073
Dividends receivable		1,147,965
Receivable for fund shares sold		378,801
Prepaid expenses and other assets		23,718

Total Assets		563,064,482

LIABILITIES:
Interest due on facility loan fee		7,799
Payable for fund investments purchased		2,988
Payable for fund shares redeemed		730,123
Payable to Adviser		472,938
Payable for Fund Accounting and Administration fees		16,101
Accrued 12b-1 fees		118,234
Payable for Excise Tax		39,624
Other accrued expenses		63,235

Total Liabilities		1,451,042

Net Assets	$	561,613,440

NET ASSETS CONSIST OF:
Paid-in capital	$	489,391,996
Overdistributed net investment income		(5,418,620)
Accumulated net realized gain on investments		8,308,792
Net unrealized appreciation on investments		69,331,272

Net Assets	$	561,613,440

PRICING OF SHARES:
Net Assets	$	561,613,440
Shares of beneficial interest outstanding (unlimited number of shares, no par value)		46,867,957

Net Asset Value Per Share and Offering and Redemption Price Per Share	$	11.98

Minimum Redemption Price Per Share^(a)	$	11.74

^(a)

The Fund will impose a 2.00% redemption fee on shares redeemed within 90 days of purchase.

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund
Statement of Assets and Liabilities		March 31, 2012 (Unaudited)


ASSETS:
Investment in securities:
At cost	$	929,920,602

At value	$	952,938,353

Cash		110,385,035
Receivable for fund shares sold		21,817,808
Interest receivable		5,369,269
Receivable for fund investments sold		1,761,687
Dividends receivable		927,271
Prepaid expenses and other assets		60,134

Total Assets		1,093,259,557

LIABILITIES:
Interest due on facility loan fee		11,332
Payable for fund investments purchased		25,990,898
Payable for fund shares redeemed		600,267
Payable to Adviser		627,091
Payable for Fund Accounting and Administration fees		41,038
Accrued 12b-1 fees - Class R Shares		67,964
Other accrued expenses		11,409

Total Liabilities		27,349,999

Net Assets	$	1,065,909,558

NET ASSETS CONSIST OF:
Paid-in capital	$	1,040,469,869
Overdistributed net investment income		(740,979)
Accumulated net realized gain on investments		3,162,917
Net unrealized appreciation on investments		23,017,751

Net Assets	$	1,065,909,558

PRICING OF SHARES:
Class I Shares
Net Assets	$	711,939,178
Shares of beneficial interest outstanding (unlimited number of shares, no par value)		65,188,565

Net Asset Value Per Share and Offering and Redemption Price Per Share	$	10.92

Minimum Redemption Price Per Share^(a)	$	10.70

Class R Shares
Net Assets	$	353,970,380
Shares of beneficial interest outstanding (unlimited number of shares, no par value)		32,380,383

Net Asset Value Per Share and Offering and Redemption Price Per Share	$	10.93

Minimum Redemption Price Per Share^(a)	$	10.71

^(a)

The Fund will impose a 2.00% redemption fee on shares redeemed within 90 days of purchase.

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth Core Opportunity Fund
Statement of Operations		For the Six Months Ended March 31, 2012 (Unaudited)


INVESTMENT INCOME:
Dividend income	$	9,115,463
Other income		6,012

Total Investment Income		9,121,475


EXPENSES:
Investment Adviser fee		2,585,068
12b-1 fees		646,267
Administration expenses		94,415
Excise tax expenses		39,624
Compliance expenses		36,056
Registration expenses		33,055
Custodian expenses		27,206
Transfer agent expenses		24,151
Report printing expenses		23,556
Facility loan fee		22,152
Legal expenses		18,485
Insurance expenses		10,073
Audit expenses		9,615
24f-2 expenses		4,224
Trustee expenses		3,205
Miscellaneous expenses		12,152

Total Expenses		3,589,304

Net Investment Income		5,532,171


REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
Net realized gain on:
Investments		8,552,589
Long-term capital gain distributions from other investment companies		2,212,488

Net change in unrealized appreciation on:
Investments		64,047,519

Net Realized and Unrealized Gain on Investments		74,812,596

Net Increase in Net Assets Resulting from Operations	$	80,344,767

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund
Statement of Operations		For the Six Months Ended March 31, 2012 (Unaudited)


INVESTMENT INCOME:
Dividend income	$	5,837,059
Interest income		17,412,912
Other income		15,633

Total Investment Income		23,265,604


EXPENSES:
Investment Adviser fee		2,664,965
12b-1 fees - Class R Shares		286,583
Administration expenses		170,331
Repayment of previously waived fees		138,963
Transfer agent expenses		63,537
Registration expenses		49,725
Compliance expenses		35,857
Custodian expenses		33,595
Facility loan fee		32,187
Report printing expenses		27,618
Legal expenses		20,330
24f-2 expenses		15,876
Offering costs		13,659
Audit expenses		10,745
Trustee expenses		2,926
Insurance expenses		476
Miscellaneous expenses		11,256

Total Net Expenses		3,578,629

Net Investment Income		19,686,975


REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on:
Investments		3,283,265
Net change in unrealized appreciation on:
Investments		21,449,605

Net Realized and Unrealized Gain on Investments		24,732,870

Net Increase in Net Assets Resulting from Operations	$	44,419,845

See Notes to Financial Statements.

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth Core Opportunity Fund
Statements of Changes in Net Assets


	For the Six Months Ended March 31, 2012 (Unaudited)		For the Year Ended September 30, 2011
NET INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income	$	5,532,171	$	12,191,243
Net realized gain on investments and total return swap contracts		8,552,589		26,373,281
Long-term capital gain distributions from other investment companies		2,212,488		594,886
Net change in unrealized appreciation/(depreciation) on investments		64,047,519		(58,239,398)
Net increase/(decrease) in net assets resulting from operations		80,344,767		(19,079,988)
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income		(20,499,992)		(10,698,525)
From net realized gains on investments		(21,513,345)		–
Net decrease in net assets from distributions to shareholders		(42,013,337)		(10,698,525)
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold		82,815,856		269,665,868
Reinvestment of distributions		41,181,736		10,615,314
Cost of shares redeemed		(88,937,539)		(154,776,438)
Redemption fees^(a)		26,804		47,707
Net increase in net assets from capital share transactions		35,086,857		125,552,451
Net Increase in Net Assets		73,418,287		95,773,938
NET ASSETS:
Beginning of period		488,195,153		392,421,215
End of period (including undistributed/(overdistributed) net investment income of $(5,418,620) and $9,549,201, respectively)	$	561,613,440	$	488,195,153

OTHER INFORMATION:
Share Transactions:
Shares sold		7,075,854		21,737,508
Shares issued in reinvestment of distributions		3,792,057		874,408
Shares redeemed		(7,657,345)		(12,704,972)
Net increase from share transactions		3,210,566		9,906,944

^(a)	The Fund will impose a 2.00% redemption fee on shares redeemed within 90 days of purchase.

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund
Statement of Changes in Net Assets


	For the Six Months Ended March 31, 2012 (Unaudited)		For the Period December 30, 2010 (Inception) to September 30, 2011
NET INCREASE IN NET ASSETS FROM OPERATIONS:
Net investment income	$	19,686,975	$	5,615,997
Net realized gain on investments		3,283,265		1,435,993
Net change in unrealized appreciation on investments		21,449,605		1,568,146
Net increase in net assets resulting from operations		44,419,845		8,620,136

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income:
Class I Shares		(14,440,472)		(3,907,229)
Class R Shares		(6,734,155)		(1,480,090)
From net realized gains on investments:
Class I Shares		(704,354)		–
Class R Shares		(352,655)		–
Net decrease in net assets from distributions to shareholders		(22,231,636)		(5,387,319)

CAPITAL SHARE TRANSACTIONS:
Class I Shares
Proceeds from shares sold		384,817,273		336,502,966
Reinvestment of distributions		13,507,441		3,614,658
Cost of shares redeemed		(34,190,013)		(9,964,884)
Redemption fees^(a)		40,814		63,388
Net increase in net assets from capital share transactions		364,175,515		330,216,128

Class R Shares
Proceeds from shares sold		230,701,929		148,631,281
Reinvestment of distributions		6,862,925		1,458,797
Cost of shares redeemed		(32,555,379)		(9,172,641)
Redemption fees^(a)		93,175		76,802
Net increase in net assets from capital share transactions		205,102,650		140,994,239

Net Increase in Net Assets		591,466,374		474,443,184

NET ASSETS:
Beginning of period		474,443,184		–
End of period (including undistributed/(overdistributed) net investment income of $(740,979) and $746,673, respectively)	$	1,065,909,558	$	474,443,184

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth/DoubleLine Strategic Income Fund
Statement of Changes in Net Assets (Continued)


	For the Six Months Ended March 31, 2012 (Unaudited)		For the Period December 30, 2010 (Inception) to September 30, 2011
OTHER INFORMATION:
Share Transactions:
Class I Shares
Shares sold		35,701,131		32,006,388
Shares issued in reinvestment of distributions		1,257,434		344,024
Shares redeemed		(3,174,478)		(945,934)
Net increase from share transactions		33,784,087		31,404,478


Class R Shares
Shares sold		21,384,460		14,101,059
Shares issued in reinvestment of distributions		638,290		138,616
Shares redeemed		(3,017,734)		(864,308)
Net increase from share transactions		19,005,016		13,375,367

^(a)

The Fund will impose a 2.00% redemption fee on shares redeemed within 90 days of purchase.

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth Core Opportunity Fund
Financial Highlights

Net asset value - beginning of period

Income/(Loss) from investment operations:

Net investment income^(a)

Net realized and unrealized gain/(loss) on investments^(a)

Total income/(loss) from investment operations

Less distributions:

From net investment income

From net realized gain on investments

Total distributions

Paid-in capital from redemption fees^(a)

Net increase/(decrease) in net asset value

Net asset value - end of period

Total Return^(c)

Ratios/Supplemental Data:

Net assets, end of period (in thousands)

Ratio of expenses to average net assets including fee waivers and reimbursements^(e)

Ratio of expenses to average net assets excluding fee waivers and reimbursements^(e)

Ratio of net investment income to average net assets including fee waivers and reimbursements^(e)

Ratio of net investment income to average net assets excluding fee waivers and reimbursements^(e)

Portfolio turnover rate

^(a)

Based on average shares outstanding during the period.

^(b)

Less than $0.005 per share.

^(c)

Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.

^(d)

Not annualized.

^(e)

The ratios exclude the impact of expenses of the underlying funds in which the Fund invests as represented in the Schedule of Investments.

^(f)

Annualized.

See Notes to Financial Statements.

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		For a share outstanding throughout the periods presented.


For the Six Months Ended March 31, 2012 (Unaudited)			For the Year Ended September 30, 2011			For the Year Ended September 30, 2010			For the Year Ended September 30, 2009			For the Year Ended September 30, 2008		For the Period December 27, 2006 (Inception) to Period ended September 30, 2007

	$ 11.18		$	11.63		$	10.57		$	8.72		$	10.74	$	10.00


	0.13			0.32			0.21			0.32			0.42		0.11
	1.69			(0.45)			1.30			1.76			(2.10)		0.63

	1.82			(0.13)			1.51			2.08			(1.68)		0.74



	(0.47)			(0.32)			(0.45)			(0.23)			(0.23)		–
	(0.55)			–			–			0.00	^(b)		(0.12)		–

	(1.02)			(0.32)			(0.45)			(0.23)			(0.35)		–

	0.00	^(b)		0.00	^(b)		0.00	^(b)		0.00	^(b)		0.01		0.00	^(b)

	0.80			(0.45)			1.06			1.85			(2.02)		0.74

	$ 11.98		$	11.18		$	11.63		$	10.57		$	8.72	$	10.74


	17.23%	^(d)		(1.33%)			14.72%			25.06%			(16.08%)		7.40%	^(d)


	$ 561,613		$	488,195		$	392,421		$	275,482		$	133,330	$	18,748

	1.39%	^(f)		1.45%			1.45%			1.53%			1.65%		1.95%	^(f)

	1.39%	^(f)		1.45%			1.45%			1.53%			1.59%		2.21%	^(f)
	2.14%	^(f)		2.57%			1.95%			3.80%			4.15%		1.45%	^(f)
	2.14%	^(f)		2.57%			1.95%			3.80%			4.21%		1.19%	^(f)
	15%	^(d)		38%			38%			215%			304%		75%d	^(d)

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund		Class I
Financial Highlights		For a share outstanding throughout the periods presented.


	For the Six Months Ended March 31, 2012 (Unaudited)				For the Period December 30, 2010 (Inception) to September 30, 2011

Net asset value - beginning of period		$	10.59			$	10.00
Income from investment operations:
Net investment income^(a)			0.30				0.42
Net realized and unrealized gain on investments^(a)			0.36				0.46
Total income from investment operations			0.66				0.88

Less distributions:
From net investment income			(0.31)				(0.30)
From net realized gain on investments			(0.02)				–
Total distributions			(0.33)				(0.30)
Paid-in capital from redemption fees^(a)			0.00	^(b)			0.01
Net increase in net asset value			0.33				0.59
Net asset value - end of period		$	10.92			$	10.59


Total Return^(c)			6.34%	^(d)			8.97%	^(d)

Ratios/Supplemental Data:
Net assets, end of period (in thousands)		$	711,939			$	332,664
Ratio of expenses to average net assets including fee waivers and reimbursements/repayment of previously waived fees^(e)			0.93%	^(f)			0.95%	^(f)
Ratio of expenses to average net assets excluding fee waivers and reimbursements^(e)			0.93%	^(f)			1.08%	^(f)
Ratio of net investment income to average net assets including fee waivers and reimbursements/repayment of previously waived fees^(e)			5.61%	^(f)			5.31%	^(f)
Ratio of net investment income to average net assets excluding fee waivers and reimbursements^(e)			5.61%	^(f)			5.18%	^(f)
Portfolio turnover rate			27%	^(d)			64%	^(d)

^(a)	Based on average shares outstanding during the period.

^(b)	Less than $0.005 per share.

^(c)	Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.

^(d)	Not annualized.

^(e)	The ratios exclude the impact of expenses of the underlying funds in which the Fund invests as represented in the Schedule of Investments.

^(f)

Annualized.

See Notes to Financial Statements.

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RiverNorth/DoubleLine Strategic Income Fund		Class R
Financial Highlights		For a share outstanding throughout the periods presented.


	For the Six Months Ended March 31, 2012 (Unaudited)				For the Period December 30, 2010 (Inception) to September 30, 2011

Net asset value - beginning of period		$	10.60			$	10.00
Income from investment operations:
Net investment income^(a)			0.29				0.40
Net realized and unrealized gain on investments^(a)			0.36				0.46
Total income from investment operations			0.65				0.86

Less distributions:
From net investment income			(0.30)				(0.28)
From net realized gain on investments			(0.02)				–
Total distributions			(0.32)				(0.28)
Paid-in capital from redemption fees^(a)			0.00	^(b)			0.02
Net increase in net asset value			0.33				0.60
Net asset value - end of period		$	10.93			$	10.60


Total Return^(c)			6.22%	^(d)			8.88%	^(d)

Ratios/Supplemental Data:
Net assets, end of period (in thousands)		$	353,970			$	141,779
Ratio of expenses to average net assets including fee waivers and reimbursements/repayment of previously waived fees^(e)			1.17%	^(f)			1.20%	^(f)
Ratio of expenses to average net assets excluding fee waivers and reimbursements^(e)			1.17%	^(f)			1.33%	^(f)
Ratio of net investment income to average net assets including fee waivers and reimbursements/repayment of previously waived fees^(e)			5.40%	^(f)			5.11%	^(f)
Ratio of net investment income to average net assets excluding fee waivers and reimbursements^(e)			5.40%	^(f)			4.99%	^(f)
Portfolio turnover rate			27%	^(d)			64%	^(d)

^(a)	Based on average shares outstanding during the period.

^(b)	Less than $0.005 per share.

^(c)	Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.

^(d)	Not annualized.

^(e)	The ratios exclude the impact of expenses of the underlying funds in which the Fund invests as represented in the Schedule of Investments.

^(f)	Annualized.

See Notes to Financial Statements.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth Funds		Notes to Financial Statements
		March 31, 2012 (Unaudited)

1. ORGANIZATION

The RiverNorth Core Opportunity Fund (the “Core Opportunity Fund”) was organized as a diversified series of RiverNorth Funds (the “Trust” or “Funds”) on July 18, 2006 and commenced investment operations on December 27, 2006. The Trust is an open-end investment company established under the laws of Ohio by an Agreement and Declaration of Trust dated July 18, 2006 (the “Trust Agreement”). The Trust Agreement permits the Board of Trustees (the “Trustees”) to authorize and issue an unlimited number of shares of beneficial interest of a separate series without par value. The investment adviser to the Core Opportunity Fund is RiverNorth Capital Management, LLC (the “Adviser”). The investment objective of the Core Opportunity Fund is to seek long- term capital appreciation and income.

The RiverNorth/DoubleLine Strategic Income Fund (the “Strategic Income Fund”) is a diversified series of the Trust and commenced investment operations on December 30, 2010. The Strategic Income Fund offers two series of shares, Class I Shares and Class R Shares. All classes of shares have identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive rights to vote on matters affecting only individual classes. The Trust Agreement permits the Board of Trustees to authorize and issue an unlimited number of shares of beneficial interest of a separate series without par value. The Strategic Income Fund and the Core Opportunity Fund are the only series currently authorized by the Trustees. The investment adviser to the Strategic Income Fund is RiverNorth Capital Management, LLC. The Strategic Income Fund’s sub-adviser is DoubleLine Capital, LP (the “Sub- Adviser”). The investment objective of the Strategic Fund is current income and overall total return.

The following is a summary of significant accounting policies followed by the Funds. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements during the reporting period. Management believes the estimates and security valuations are appropriate; however, actual results may differ from those estimates, and the security valuations reflected in the financial statements may differ from the value the Funds ultimately realize upon sale of the securities. The financial statements have been prepared as of the close of the New York Stock Exchange (“NYSE”) on March 31, 2012.

2. SIGNIFICANT ACCOUNTING POLICIES

SECURITY VALUATION: All investments in securities are recorded at their estimated fair value as described in Note 3.

SECURITY TRANSACTIONS AND RELATED INCOME: The Funds follow industry practice and record security transactions on the trade date basis. The specific identification method is used for determining gains or losses for financial statements and income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Discounts and premiums on securities purchased are amortized or accreted using the effective interest method. Withholding taxes on foreign dividends have been provided for in accordance with the Trust’s understanding of the applicable country’s tax rules and rates. The ability of issuers of debt

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RiverNorth Funds		Notes to Financial Statements
		March 31, 2012 (Unaudited)

securities held by the Trust to meet their obligations may be affected by economic and political developments in a specific country or region.

OTHER: The Funds have held certain investments which pay dividends to their shareholders based upon available funds from operations. It is possible for these dividends to exceed the underlying investments’ taxable earnings and profits resulting in the excess portion of such dividends being designated as a return of capital. Distributions received from investments in securities that represent a return of capital or capital gain are recorded as a reduction of the cost of investments or as a realized gain, respectively.

SHARE VALUATION: The net asset value (the “NAV”) is generally calculated as of the close of trading on the New York Stock Exchange (“the Exchange”) (normally 4:00 p.m. Eastern time) every day the Exchange is open. The NAV is calculated by taking the total value of each Fund’s assets, subtracting their liabilities, and then dividing by the total number of shares outstanding, rounded to the nearest cent. The offering price and redemption price per share is equal to the net asset value per share, except that shares of each Fund are subject to a redemption fee of 2% if redeemed within 90 days of purchase. For the six months ended March 31, 2012, the Core Opportunity Fund and the Strategic Income Fund received redemption fees of $26,804 and $133,989, respectively.

EXPENSES: Some expenses of the Trust can be directly attributed to the Fund or the Fund specific share class. Expenses which cannot be directly attributed are apportioned among all Funds and Fund series classes in the Trust based on average net assets.

FEDERAL INCOME TAXES: The Funds make no provision for federal income tax. Each Fund intends to qualify each year as a “regulated investment company” under subchapter M of the Internal Revenue Code of 1986, as amended, by distributing substantially all of its taxable income. If the required amount of net investment income is not distributed, the Funds could incur a tax expense.

As of and during the six months ended March 31, 2012, neither Fund had a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. The Core Opportunity Fund incurred a nominal amount of interest and penalties related to the under distribution of its excise tax requirement and these amounts are included in excise tax expense in the statement of operations. The Funds are not subject to examination by U.S. federal tax authorities for tax years prior to 2007, as applicable.

On December 22, 2010, The Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed into law. The Modernization Act is the first major piece of legislation affecting regulated investment companies (“RICs”) since 1986 and it modernizes several of the federal income and excise tax provisions related to RICs. Some highlights of the enacted provisions are as follows:

New capital losses may now be carried forward indefinitely, and retain the character of the original loss. Under pre-enactment law, capital losses could be carried forward for eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss. Post-enactment carry forwards must be utilized before pre-enactment carry forwards.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth Funds		Notes to Financial Statements
		March 31, 2012 (Unaudited)

The Modernization Act contains simplification provisions, which are aimed at preventing disqualification of a RIC for “inadvertent” failures of the asset diversification and/or qualifying income tests. Additionally, the Modernization Act exempts RICs from the preferential dividend rule, and repealed the 60-day designation requirement for certain types of pay-through income and gains.

Finally, the Modernization Act contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions.

DISTRIBUTIONS TO SHAREHOLDERS: Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassification will have no effect on net assets, results of operations or net asset values per share of the Funds.

3. SECURITIES VALUATION AND FAIR VALUE MANAGEMENT

Fair value is defined as the price that a Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Various inputs are used in determining the value of the Trust’s investments. These inputs are summarized in the three broad levels listed below.

•

Level 1 – Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;

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RiverNorth Funds		Notes to Financial Statements
		March 31, 2012 (Unaudited)

•

Level 2 – Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and

•

Level 3 – Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Equity securities, including closed-end funds, exchange-traded funds, holding and investment management companies, preferred stocks, and real estate investment trusts are generally valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Adviser believes such prices more accurately reflect the fair value of such securities. Securities that are traded on any stock exchange are generally valued by the pricing service at the last quoted sale price. Lacking a last sale price, an exchange traded security is generally valued by the pricing service at its last bid price. Securities traded in the NASDAQ over-the- counter market are generally valued by the pricing service at the NASDAQ Official Closing Price. When using the market quotations or close prices provided by the pricing service and when the market is considered active, the security will be classified as a Level 1 security. Sometimes, an equity security owned by the Trust will be valued by the pricing service with factors other than market quotations or when the market is considered inactive. When this happens, the security will be classified as a Level 2 security. When market quotations are not readily available, when the Adviser or Sub-Adviser determines that the market quotation or the price provided by the pricing service does not accurately reflect the current fair value, or when restricted or illiquid securities are being valued, such securities are valued as determined in good faith by the Adviser or Sub-Adviser, in conformity with guidelines adopted by and subject to review by the Board. These securities will be categorized as Level 3 securities.

Investments in mutual funds, including money market mutual funds, are generally priced at the ending net asset value (NAV) provided by the service agent of the funds. These securities will be categorized as Level 1 securities.

Domestic and foreign fixed income securities and non-exchange traded derivatives are normally valued on the basis of quotes obtained from brokers and dealers or independent pricing services. Prices obtained from independent pricing services typically use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. These securities will be classified as Level 2 securities.

Rights are generally valued by using the last sale price, which would result in a classification as a Level 2 security. In the absence of a last sale price, the rights will be fair-valued by the Adviser or Sub-Adviser, which would result in a classification as a Level 3 security.

Short-term investments in fixed income securities, with maturities of less than 60 days when acquired, or which subsequently are within 60 days of maturity, are valued by using the amortized cost method of

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth Funds		Notes to Financial Statements
		March 31, 2012 (Unaudited)

valuation, which the Board has determined will represent fair value. These securities will be classified as Level 2 securities.

In accordance with the Trust’s good faith pricing guidelines, the Adviser or Sub-Adviser is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. No single standard exists for determining fair value, because fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities being valued by the Adviser or Sub-Adviser would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. Good faith pricing is permitted if, in the Adviser’s or Sub-Adviser’s opinion, the validity of market quotations appears to be questionable based on factors such as evidence of a thin market in the security based on a small number of quotations, a significant event occurs after the close of a market but before a Fund’s NAV calculation that may affect a security’s value, or the Adviser or Sub-Adviser is aware of any other data that calls into question the reliability of market quotations.

Good faith pricing may also be used in instances when the bonds the Funds invest in may default or otherwise cease to have market quotations readily available. Investments in foreign securities, junk bonds or other thinly traded securities are more likely to trigger good faith pricing than other securities.

The following is a summary of the inputs used at March 31, 2012 in valuing the Funds’ assets:

RiverNorth Core Opportunity Fund


	Valuation Inputs
Investments in Securities at Value	Level 1		Level 2		Level 3		Total
Closed-End Funds	$	342,606,966	$	–	$	–	$	342,606,966
Mutual Funds		30,216,539		–		–		30,216,539
Exchange-Traded Funds		53,997,100		–		–		53,997,100
Holding & Investment Management Companies		1,352,901		–		–		1,352,901
Preferred Stocks		3,993,101		–		–		3,993,101
Real Estate Investment Trusts		8,318,853		–		–		8,318,853

Total	$	440,485,460	$	–	$	–	$	440,485,460

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RiverNorth Funds		Notes to Financial Statements
		March 31, 2012 (Unaudited)


RiverNorth/DoubleLine Strategic Income Fund
	Valuation Inputs
Investments in Securities at Value	Level 1		Level 2		Level 3		Total
Closed-End Funds	$	194,481,340	$	–	$	–	$	194,481,340
Preferred Stocks		15,041,907		–		–		15,041,907
Real Estate Investment Trusts		4,071,186		–		–		4,071,186
Foreign Corporate Bonds		–		56,809,902		–		56,809,902
U.S. Corporate Bonds		–		93,932,312		–		93,932,312
Foreign Government Bonds and Notes, Supranationals and Foreign Agencies		–		12,160,818		–		12,160,818
Non-Agency Collateralized Mortgage Obligations		–		264,041,623		–		264,041,623
U.S. Government Bonds and Notes		–		123,254,576		–		123,254,576
U.S. Government / Agency Mortgage Backed Securities		–		189,144,689		–		189,144,689

Total	$	213,594,433	$	739,343,920	$	–	$	952,938,353

The Funds did not hold any investments at the beginning or end of the period in which significant unobservable inputs were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period.

There were no significant transfers into and out of Levels 1 and 2 during the current period presented. It is the Funds’ policy to recognize transfers into and out of the Levels 1 and 2 at the end of the reporting period.

4.	INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

The Adviser serves as the investment adviser to the Funds. Under the terms of the management agreement (the “Agreement”), the Adviser, subject to the supervision of the Board, provides or arranges to be provided to the Funds such investment advice as it deems advisable and will furnish or arrange to be furnished a continuous investment program for the Funds consistent with the Funds’ investment objectives and policies. As compensation for its management services, the Core Opportunity Fund and the Strategic Income Fund are obligated to pay the Adviser a fee computed and accrued daily and paid monthly in arrears at an annual rate of 1.00% and 0.75%, respectively, of the average daily net assets of the Funds. For the six months ended March 31, 2012, the Adviser earned investment advisory fees from the Core Opportunity Fund and Strategic Income Fund of $2,585,068 and $2,803,928, respectively. At March 31, 2012, the Funds owed the Adviser $472,938 and $627,091 for advisory services to the Core Opportunity Fund and the Strategic Income Fund, respectively.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth Funds		Notes to Financial Statements
		March 31, 2012 (Unaudited)

The Sub-Adviser is the investment sub-adviser to the Strategic Income Fund. Under the terms of the sub-advisory agreement, the Sub-Adviser, subject to the supervision of the Adviser and the Board of Trustees of the Trust, provides or arranges to be provided to the Strategic Income Fund such investment advice as it deems advisable and will furnish or arrange to be furnished a continuous investment program for the portion of assets managed in the Strategic Income Fund consistent with the Strategic Income Fund’s investment objective and policies. As compensation for its sub-advisory services, the Adviser is obligated to pay the Sub-Adviser a fee computed and accrued daily and paid monthly in arrears based on an annual rate of the average daily net assets of the Strategic Income Fund.

The Adviser has contractually agreed to defer the collection of the Core Opportunity Fund fees and/or reimburse expenses, but only to the extent necessary to limit net annual operating expenses (excluding brokerage fees and commissions; borrowing costs, such as (a) interest and (b) dividends on securities sold short; taxes; indirect expenses incurred by the underlying funds in which the Core Opportunity Fund invests; and extraordinary expenses) to 1.60% of the average daily net assets of the Fund through January 31, 2013. Each deferral of fees or reimbursement of an expense by the Adviser is subject to repayment by the Fund within the three fiscal years following the fiscal year in which the expenses were incurred, provided that the Fund is able to make the repayment without exceeding the above expense limitations. For the year ended September 30, 2011, there were no fee deferrals or reimbursements by the Adviser and there were no carryovers from prior years of amounts recoupable to the Adviser.

The Adviser has contractually agreed to defer the collection of the Strategic Income Fund management fees and/or reimburse expenses, but only to the extent necessary to limit total annual operating expenses (excluding brokerage fees and commissions; borrowing costs such as (a) interest and (b) dividends on securities sold short; taxes; indirect expenses incurred by the underlying funds in which the Strategic Income Fund invests; and extraordinary expenses), including amortized offering costs, at 0.95% of the average daily net assets for the Class I shares and 1.20% for the Class R shares of the Fund through January 31, 2013. Each deferral of fees or reimbursement of an expense by the Adviser is subject to repayment by the Fund within the three fiscal years following the fiscal year in which the expenses were incurred, provided that the Fund is able to make the repayment without exceeding the above expense limitations. During the period ended March 31, 2012 the Adviser received $138,963 in repayment of previously waived management fees, as disclosed on the Statement of Operations.

ALPS Fund Services, Inc. (“ALPS”) provides the Funds with fund administration and fund accounting services. For the six months ended March 31, 2012, ALPS earned fees of $264,746 for administrative services provided to the Funds. At March 31, 2012, ALPS was owed $57,139 from the Funds for administrative services. Certain officers of the Trust are members of management and/or employees of ALPS.

The Northern Trust Company (the “Custodian”) serves as the Fund’s custodian. For the six months ended March 31, 2012, the Custodian earned fees of $60,801 from the Funds for custody services. At March 31, 2012, the Custodian was owed $1,344 by the Funds for custody services.

ALPS acts as the Fund’s transfer agent. For the six months ended March 31, 2012, ALPS earned fees of $87,688 for transfer agent services. At March 31, 2012, the Funds owed ALPS $6,041 for transfer agent services.

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RiverNorth Funds		Notes to Financial Statements
		March 31, 2012 (Unaudited)

The Funds have adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Plan”). The Plan permits the Funds to pay the Adviser for distribution and promotion expenses related to marketing shares of the Funds. The amount payable annually by the Core Opportunity and Strategic Income Fund Class R Shares is 0.25% and 0.25%, respectively, of the average daily net assets. Under the Plan the Trust may engage in any activities related to the distribution of Fund shares. During the six months ended March 31, 2012, the Core Opportunity Fund and Strategic Income Fund Class R Shares accrued 12b-1 expenses of $646,267 and $286,583, of which $118,234 and $67,964 was unpaid, respectively.

ALPS Distributors, Inc. (the “Distributor”) acts as the sole distributor of the Funds. There were no payments to the Distributor by the Funds during the six months ended March 31, 2012.

5.	INVESTMENTS TRANSACTIONS

Investment transactions for the six months ended March 31, 2012, excluding U.S. Government Obligations and temporary short-term investments, were as follows:


	Cost of investments purchased			Proceeds from investments sold
RiverNorth Core Opportunity Fund		$	64,697,495		$	98,582,652
RiverNorth/DoubleLine Strategic Income Fund			509,540,508			87,170,557

Investment transactions in U.S. Government Obligations for the six months ended March 31, 2012 were as follows:


	Cost of investments purchased			Proceeds from investments sold
RiverNorth/DoubleLine Strategic Income Fund		$	162,686,278		$	90,693,848

Net unrealized appreciation/(depreciation) of investments based on federal tax cost as of March 31, 2012, were as follows:


	RiverNorth Core Opportunity Fund			RiverNorth/DoubleLine Strategic Income Fund
Gross appreciation on investments (excess of value over tax cost)		$	75,215,667		$	29,717,124
Gross depreciation on investments (excess of value over tax cost)			(7,785,864)			(6,897,662)
Net unrealized appreciation			67,429,803			22,819,462
Cost of investments for income tax purposes			373,055,657			930,118,891

6.	REVOLVING LINE OF CREDIT

The Funds have a $50,000,000 Revolving Credit Agreement with The Northern Trust Company. Borrowings under this arrangement are secured by investments held in each Fund’s portfolio and bear interest at the Federal Funds Rate in effect on the day the loan is made plus 1.15% or a

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth Funds		Notes to Financial Statements
		March 31, 2012 (Unaudited)

minimum of 1.75%, whichever is greater. For unloaned balances the Funds pay a facility fee equal to the product of $50,000,000 less the principal amount of loans outstanding and 0.15%, this fee is reported on the Statements of Operations as Facility Loan Fee. As of March 31, 2012, there was no outstanding balance and there were no borrowings made during the period ended.

7. BENEFICIAL OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940. Beneficial owners owning more than 25% of the voting securities for the benefit of their customers of each class of each fund, as of March 31, 2012, are listed below:


Fund	Shareholder Name	Percentage Interest
RiverNorth Core Opportunity Fund	National Financial Services, LLC	58.25%
RiverNorth/DoubleLine Strategic Income Fund - Class I	Charles Schwab	25.45%
RiverNorth/DoubleLine Strategic Income Fund - Class R	Charles Schwab	29.21%

(888) 848-7569 | www.rivernorthfunds.com


RiverNorth Funds		Additional Information
		March 31, 2012 (Unaudited)

PROXY VOTING GUIDELINES

A description of the policies and procedures that the Funds used to determine how to vote proxies relating to portfolio securities and information regarding how the Funds voted proxies during the most recent 12-month period ended June 30, are available without charge upon request by (1) calling the Funds at (888) 848-7569 and (2) from Form N-PX filed by the Funds with the Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov.

PORTFOLIO HOLDINGS DISCLOSURE POLICY

The Funds file a complete schedule of investments with the SEC for the first and third quarter of each fiscal year on Form N-Q. The Funds’ first and third fiscal quarters end on December 31 and June 30. The Form N-Q filing must be made within 60 days of the end of the quarter, and the Funds’ first Form N-Q was filed with the SEC on February 26, 2007. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-732-0330 for information on the operations of the Public Reference Room). You may also obtain copies by calling the Funds at 1-888-848-7569.

Semi-Annual Report | March 31, 2012 (Unaudited)


RiverNorth Funds		Notes

(888) 848-7569 | www.rivernorthfunds.com





RiverNorth Funds RiverNorth Core Opportunity Fund RiverNorth/DoubleLine Strategic Income Fund Board of Trustees Patrick W. Galley, CFA, Chairman Kevin M. Hinton James G. Kelley John S. Oakes Investment Adviser RiverNorth Capital Management, LLC Transfer Agent, Administrator and Dividend Disbursing Agent ALPS Fund Services, Inc. Distributor ALPS Distributors, Inc. Custodian The Northern Trust Company Legal Counsel Thompson Hine LLP Independent Registered Public Accounting Firm Cohen Fund Audit Services, Ltd.
This report is provided for the general information of the shareholders of the RiverNorth Funds. This report is not intended for distribution to prospective investors in the Funds, unless preceded or accompanied by an effective prospectus.


Item 2.	Code of Ethics.

	NOT APPLICABLE – disclosed with annual report.

Item 3.	Audit Committee Financial Expert.

	NOT APPLICABLE – disclosed with annual report.

Item 4.	Principal Accountant Fees and Services.

	NOT APPLICABLE - disclosed with annual report.

Item 5.	Audit Committee of Listed Companies.

	NOT APPLICABLE – applies to listed companies only.

Item 6.	Schedule of Investments.

	NOT APPLICABLE – schedule filed with Item 1.

Item 7.	Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.

	NOT APPLICABLE – applies to closed-end funds only.

Item 8.	Portfolio Managers of Closed-End Management Investment Companies.

	NOT APPLICABLE – applies to closed-end funds only.

Item 9.	Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.

	NOT APPLICABLE – applies to closed-end funds only.

Item 10.	Submission of Matters to a Vote of Security Holders.

	NOT APPLICABLE

	The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11.	Controls and Procedures.

	(a) Based on an evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this Form N-CSR, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Forms N-CSR is recorded, processed, summarized, and reported on a timely basis.

	(b) There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.	Exhibits.

	(a)(1)	Not Applicable – filed with annual report.

	(a)(2)	Certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 and required by Rule 30a-2 under the Investment Company Act of 1940 are filed herewith.

	(a)(3)	Not Applicable – there were no written solicitations to purchase securities under Rule 23c-1during the period.

	(b)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant: RiverNorth Funds


By:		/s/ Patrick W. Galley
Name:		Patrick W. Galley
Title:		President

Date:		June 8, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ Patrick W. Galley
Name:		Patrick W. Galley
Title:		President & Chief Executive Officer

Date:		June 8, 2012


By:		/s/ Jonathan M. Mohrhardt
Name:		Jonathan M. Mohrhardt
Title:		Treasurer & Chief Financial Officer

Date:		June 8, 2012