UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
| [] | Preliminary Proxy Statement. |
| [ ] | Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)). |
| [X] | Definitive Proxy Statement. |
| [] | Definitive Additional Materials. |
| [] | Soliciting Material Pursuant to 240.14a-12. |
RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.
RiverNorth Capital and Income Fund, Inc.
RiverNorth Opportunities Fund, Inc.
RiverNorth Opportunistic Municipal Income Fund, Inc.
Rivernorth managed duration municipal income fund, inc.
Rivernorth managed duration municipal income fund II, inc.
Rivernorth Flexible municipal income fund, inc.
RiverNorth Flexible Municipal Income FUnd II, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| [X] | No fee required. |
| [] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
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| [] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
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RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.
RIVERNORTH CAPITAL AND INCOME FUND, INC.
RIVERNORTH OPPORTUNITIES FUND, INC.
RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC.
RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC.
RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND II, INC.
RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC.
RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND II, INC.
360 South Rosemary Avenue
Suite 1420
West Palm Beach, Florida 33401
NOTICE OF Annual MEETING OF stockholders
To be held September 22, 2025
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (OPP), RiverNorth Opportunities Fund, Inc. (RIV), RiverNorth Capital and Income Fund, Inc. (RSF), RiverNorth Opportunistic Municipal Income Fund, Inc. (RMI), RiverNorth Managed Duration Municipal Income Fund, Inc. (RMM), RiverNorth Managed Duration Municipal Income Fund II, Inc. (RMMZ), RiverNorth Flexible Municipal Income Fund, Inc. (RFM), RiverNorth Flexible Municipal Income Fund II, Inc. (RFMZ and, together with OPP, RIV, RSF, RMI, RMM, RMMZ, and RFM, the Funds) each a Maryland corporation, will host a combined Annual Meeting of Stockholders on September 22, 2025 at the offices of RiverNorth Capital Management, LLC, 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401, at 11:00 a.m. (Eastern Time) (the Annual Meeting or Meeting). The Annual Meeting is being held so that stockholders can consider the following proposals:
| 1. | To elect Directors to the Board of Directors (each a Board) of each Fund as outlined below: |
| a. | For OPP: |
| ‒ | to elect two (2) Class II Directors by all stockholders, voting together; and |
| ‒ | to elect one (1) Class III Director by Preferred Shares only. |
| b. | For RIV: |
| ‒ | to elect two (2) Class II Directors by all stockholders, voting together; and |
| ‒ | to elect one (1) Class III Director by Preferred Shares only. |
| c. | For RSF, to elect two (2) Class II Directors and one (1) Class III Director. |
| d. | For RMI, to elect two (2) Class II Directors and one (1) Class III Director. |
| e. | For RMM, to elect two (2) Class II Directors and one (1) Class III Director. |
| f. | For RMMZ, to elect two (2) Class II Directors and one (1) Class III Director. |
| g. | For RFM, to elect two (2) Class II Directors and one (1) Class III Director. |
| h. | For RFMZ, to elect two (2) Class II Directors and one (1) Class III Director. |
| 2. | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
THE BOARD of directors of each fund UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF THE APPLICABLE NOMINEES.
Stockholders of record of each Fund at the close of business on August 19, 2025 are entitled to notice of and to vote at the Annual Meeting and any adjournment(s) thereof. The Notice of the Annual Meeting of Stockholders, proxy statement and proxy card is being mailed on or about August 29, 2025 to such stockholders of record.
| By Order of the Boards of Directors, | |
| /s/ Marcus L. Collins | |
| Marcus L. Collins | |
| Secretary and Chief Compliance | |
| Officer of each Fund | |
| August 26, 2025 |
YOUR VOTE IS IMPORTANT
You can vote easily by mail. Just follow the simple instructions that appear on your proxy card. Please help the Funds reduce the need to conduct telephone solicitation and/or follow-up mailings by voting today.
RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.
RIVERNORTH CAPITAL AND INCOME FUND, INC.
RIVERNORTH OPPORTUNITIES FUND, INC.
RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC.
RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC.
RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND II, INC.
RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC.
RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND II, INC.
August 26, 2025
To the Stockholders of the Above Funds,
Thank you for your investment in the Funds. You are invited to attend a joint annual meeting of stockholders (the Annual Meeting or Meeting) of RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (OPP), RiverNorth Opportunities Fund, Inc. (RIV), RiverNorth Capital and Income Fund, Inc. (RSF), RiverNorth Opportunistic Municipal Income Fund, Inc. (RMI), RiverNorth Managed Duration Municipal Income Fund, Inc. (RMM), RiverNorth Managed Duration Municipal Income Fund II, Inc. (RMMZ), RiverNorth Flexible Municipal Income Fund, Inc. (RFM) and RiverNorth Flexible Municipal Income Fund II, Inc. (RFMZ and, together with OPP, RIV, RSF, RMI, RMM, RMMZ and RFM, the Funds). The Meeting will occur on September 22, 2025 at the offices of the Funds investment adviser, RiverNorth Capital Management, LLC (RiverNorth or the Adviser), 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401. The Annual Meeting will be held at 10:00 a.m. (Eastern Time). Formal notice of the Meeting and the Joint Proxy Statement for the Meeting follows this letter.
At the Meeting, you are being asked to vote on the following matters and to transact such other business, if any, as may properly come before the meeting:
| 1. | To elect Directors to the Board of Directors (each a Board) of each Fund as outlined below: |
| a. | For OPP: |
| ‒ | to elect two (2) Class II Directors by all stockholders, voting together; and |
| ‒ | to elect one (1) Class III Director by Preferred Shares only. |
| b. | For RIV: |
| ‒ | to elect two (2) Class II Directors by all stockholders, voting together; and |
| ‒ | to elect one (1) Class III Director by Preferred Shares only. |
| c. | For RSF, to elect two (2) Class II Directors and one (1) Class III Director. |
| d. | For RMI, to elect two (2) Class II Directors and one (1) Class III Director. |
| e. | For RMM, to elect two (2) Class II Directors and one (1) Class III Director. |
| f. | For RMMZ, to elect two (2) Class II Directors and one (1) Class III Director. |
| g. | For RFM, to elect two (2) Class II Directors and one (1) Class III Director. |
| h. | For RFMZ, to elect two (2) Class II Directors and one (1) Class III Director. |
The Board of each Fund unanimously recommends that stockholders vote for the election of the applicable nominees.
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I encourage you to exercise your rights in governing the Funds by voting on the proposals. Your vote is important.
Whether or not you expect to attend the Meeting, it is important that your shares be represented. Your immediate response will help reduce the need for the Fund to conduct additional proxy solicitations. Please review the proxy statement and then vote by mail as soon as possible. If you vote by mail, please sign and return all of the proxy cards included in this package. If you have any questions regarding the proposals or the voting process, please call Computershare toll-free at (866) 963-5819.
| Sincerely, | |
| /s/ Marcus L. Collins | |
| Marcus L. Collins | |
| Secretary and Chief Compliance Officer of each Fund |
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SUMMARY
OF IMPORTANT INFORMATION CONTAINED
IN THIS PROXY STATEMENT
| Q. | Why am I receiving this proxy statement? |
| A. | You are being asked to vote on one important matter affecting the Funds, as follows: |
| (1) | To elect Directors to the Board of each Fund as outlined below: |
For OPP:
| ‒ | to elect two (2) Class II Directors by all stockholders, voting together; and |
| ‒ | to elect one (1) Class III Director by Preferred Shares only. |
For RIV:
| ‒ | to elect two (2) Class II Directors by all stockholders, voting together; and |
| ‒ | to elect one (1) Class III Director by Preferred Shares only. |
For RSF, to elect two (2) Class II Directors and one (1) Class III Director.
For RMI, to elect two (2) Class II Directors and one (1) Class III Director.
For RMM, to elect two (2) Class II Directors and one (1) Class III Director.
For RMMZ, to elect two (2) Class II Directors and one (1) Class III Director.
For RFM, to elect two (2) Class II Directors and one (1) Class III Director.
For RFMZ, to elect two (2) Class II Directors and one (1) Class III Director.
| Q. | Why am I being asked to vote? |
| A. | Each Fund is required to hold an annual meeting of stockholders for the election of members of the Board. Each Funds Board is divided into three classes, each class having a term of three years. Each year, the term of office for one class will expire. |
For each Fund, the Class II Directors terms are up for election. J. Wayne Hutchens and David M. Swanson are the existing Class II Directors whose terms are expiring in 2025. J. Wayne Hutchens has been designated as nominee for re-election as a Class II Director for each Fund, and David M. Swanson has been designated as nominee for election and reclassification as a Class III Director for each Fund. Existing Class III Director, Jerry R. Raio, has been designated as nominee for election and reclassification as a Class II Director for each Fund alongside J. Wayne Hutchens.
More information about the Directors is available in the Joint Proxy Statement.
| Q. | Who can vote on this proposal? |
| A. | Stockholders of record at the close of business on August 19, 2025 of each Fund are able to vote. |
For RIV and OPP only, Class II Director nominees, Jerry R. Raio and J. Wayne Hutchens, are to be elected by holders of both common shares and preferred shares, voting together as a single class. Class III Director nominee, David M. Swanson, is to be elected by holders of preferred shares only.
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| Q. | How many of the proposed individuals will be Independent Directors if re-elected? |
| A. | J. Wayne Hutchens and David M. Swanson are currently Independent Directors and will remain Independent Directors if re-elected by stockholders. Jerry R. Raio is currently an Interested Director and will remain an Interested Director if re-elected by stockholders. |
| Q. | When will the proposed individuals take office? |
| A. | Jerry R. Raio, J. Wayne Hutchens and David M. Swanson are currently Directors and are expected to continue serving on each respective Funds Board following re-election at the Annual Meeting. |
| Q. | What stockholder vote is required for the election of Directors to the Board of each Fund? |
| A. | For each Fund, the affirmative vote of a plurality of the votes cast at the Annual Meeting will be required to elect the specified nominees as Directors of that Fund, provided a quorum is present. A plurality of votes cast means that the specified nominees receiving the highest numbers of affirmative votes cast, whether or not such votes constitute a majority, will be elected at the Annual Meeting. Abstentions or broker non-votes will not be counted as votes cast and will have no effect on the approval of the proposal to elect Directors. |
| Q. | How does the Board recommend that I vote? |
| A. | The Board recommends that you vote FOR the proposal for the election of the Directors to the Board of each Fund as outlined in the Joint Proxy Statement. |
| Q. | I have only a few shares does my vote matter? |
| A. | Your vote is important. If many stockholders choose not to vote, the Funds might not receive enough votes to reach a quorum to hold the Meeting. If it appears that there will not be a quorum, the Funds would have to send additional mailings or otherwise solicit stockholders to try to obtain more votes. |
| Q. | What is the deadline for submitting my vote? |
| A. | We encourage you to vote as soon as possible to make sure that the Funds receive enough votes to act on the proposals. Unless you attend the Meeting to vote in person, your vote (cast by paper proxy cards as described below) must be received by the Funds for the Annual Meeting by 11:00 a.m. (Eastern Time). |
| Q. | Who is eligible to vote? |
| A. | Stockholders of record at the close of business on August 19, 2025 of each Fund are able to vote. |
For OPP and RIV only, Class II Director nominees, Jerry R. Raio and J. Wayne Hutchens, are to be elected by holders of both common shares and preferred shares, voting together as a single class. Class III Director nominee, David M. Swanson, is to be elected by holders of preferred shares only.
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| Q. | How can I vote? |
| A. | You may vote in any of two ways: |
| ○ | By mailing in your proxy cards. |
| ○ | In person at the Meeting at the offices of the RiverNorth Capital Management, LLC on September 22, 2025. |
| Q. | Who should I call if I have questions? |
| A. | If you have any questions regarding the proposals or the voting process, please call Computershare toll-free at (866) 963-5819. |
| Q. | How should I sign the proxy cards? |
| A. | You should sign your name exactly as it appears on the proxy cards. Unless you have instructed us otherwise, either owner of a joint account may sign the cards, but again, the owner must sign the name exactly as it appears on the cards. The proxy cards for accounts of which the signer is not the owner should be signed in a way that indicates the signers authorityfor example, Mary Smith, Custodian. |
| Q. | Will the Funds pay for the proxy solicitation and related legal costs? |
| A. | The expenses incurred in connection with preparing the Joint Proxy Statement and its enclosures will be paid by the Funds, except that for RIV, RMM, RMMZ, RFM and RFMZ, these expenses will be paid by the Adviser out of its unitary management fee. |
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RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.
RIVERNORTH Capital and Income Fund, Inc.
RiverNorth opportunities Fund, Inc.
RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC.
RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC.
RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND II, INC.
RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC.
RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND II, INC.
360 South Rosemary Avenue
Suite 1420
West Palm Beach, Florida 33401
JOINT PROXY STATEMENT
ANNUAL MEETING OF Stockholders
to held on September 22, 2025 at 11:00 a.m. (Eastern Time)
Introduction
This Joint Proxy Statement is furnished in connection with the solicitation of proxies by the Boards of Directors (each a Board and collectively, the Boards) of RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (OPP), RiverNorth Opportunities Fund, Inc. (RIV), RiverNorth Capital and Income Fund, Inc. (RSF), RiverNorth Opportunistic Municipal Income Fund, Inc. (RMI), RiverNorth Managed Duration Municipal Income Fund, Inc. (RMM), RiverNorth Managed Duration Municipal Income Fund II, Inc. (RMMZ), RiverNorth Flexible Municipal Income Fund, Inc. (RFM) and RiverNorth Flexible Municipal Income Fund II, Inc. (RFMZ and, together with OPP, RIV, RSF, RMI, RMM, RMMZ and RFM, the Funds), each a Maryland corporation, for use at the Annual Meeting of Stockholders of each Fund (the Annual Meeting or Meeting) to be held on September 22, 2025, at 11:00 a.m. (Eastern Time), at the offices of RiverNorth Capital Management, LLC, each Funds investment adviser (RiverNorth or the Adviser), 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401, and at any adjournments or postponements thereof. The following table identifies the proposals set forth in this proxy statement.
Proposal Number Proposal Description
| 1. | To elect Directors to the Board of Directors (each a Board) of each Fund as outlined below: |
| a. | For OPP: |
| ‒ | to elect two (2) Class II Directors by all stockholders, voting together; and |
| ‒ | to elect one (1) Class III Director by Preferred Shares only. |
| b. | For RIV: |
| ‒ | to elect two (2) Class II Directors by all stockholders, voting together; and |
| ‒ | to elect one (1) Class III Director by Preferred Shares only. |
| c. | For RSF, to elect two (2) Class II Directors and one (1) Class III Director. |
| d. | For RMI, to elect two (2) Class II Directors and one (1) Class III Director. |
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| e. | For RMM, to elect two (2) Class II Directors and one (1) Class III Director. |
| f. | For RMMZ, to elect two (2) Class II Directors and one (1) Class III Director. |
| g. | For RFM, to elect two (2) Class II Directors and one (1) Class III Director. |
| h. | For RFMZ, to elect two (2) Class II Directors and one (1) Class III Director. |
| 2. | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
The Board of each Fund unanimously recommends that stockholders vote for the election of the applicable nominees.
You will find this proxy statement divided into three parts:
Part 1 Provides details on the proposal to elect Directors to the Board of each Fund (see page 9).
Part 2 Provides information about ownership of shares of the Funds (see page 29).
Part 3 Provides other information on the Funds, voting, and the Meeting (see page 32).
A Notice of the Annual Meeting of Stockholders and a proxy card accompany this Joint Proxy Statement, which is expected to be first be mailed to stockholders on or about August 29, 2025. The Boards have determined that the use of this Joint Proxy Statement is in the best interests of each Fund in light of the similar matters being considered and voted on by the stockholders.
The close of business on August 19, 2025 has been fixed as the record date (the Record Date) for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. RSF, RMI, RMM, RMMZ, RFM, and RFMZ each have one class of stock: common shares with a par value of$0.0001 per share. OPP has two classes of stock: common shares with a par value of $0.0001 per share and preferred shares consisting of: (i) 4.375% Series A Cumulative Preferred Shares, (ii) 4.75% Series B Cumulative Preferred Shares, and (iii) 6.00%, 3-Year Term, Series C Term Preferred Shares, each having a par value of $0.0001 per share. RIV has two classes of stock: common shares with a par value of$0.0001 per share and preferred shares consisting of 6.00% Series A Cumulative Preferred Shares with a par value of $0.0001 per share.
Throughout this Joint Proxy Statement, common shares of each Fund will be referred to as Common Shares, preferred shares of OPP and RIV will be referred to as Preferred Shares, and, unless the context otherwise requires, Common Shares and Preferred Shares will generally be referred to as Shares. Stockholders of record on the Record Date are entitled to one vote for each Share the stockholder owns and a pro rata fractional vote for any fractional Share the stockholder owns.
Please read the Joint Proxy Statement before voting on the proposals. If you have any questions regarding the proposals or the voting process, please call Computershare toll-free at (866) 963-5819.
Important Notice Regarding the Availability of Materials
for the Meeting to be Held on September 22, 2025
The Joint Proxy Statement for the Meeting is available at https://www.proxy-direct.com/riv-34706 .
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Annual and Semi-Annual Reports. The Funds most recent annual and semi-annual reports to stockholders are available, upon request, at no cost. You may view these reports at the Funds website at rivernorth.com. You may also request a report by calling toll-free at (844) 569-4750.
8
PART 1
|
PROPOSAL 1 ELECTION OF DIRECTORS |
The proposal relates to the election of certain of the Directors of each Fund, as shown in the table below.
| Matter | Common Shares | Preferred Shares |
|
For OPP: a. to elect two (2) Class II Directors by all stockholders, voting together; |
X | X |
| b. to elect one (1) Class III Director by Preferred Shares only. | - | X |
|
For RIV: a. to elect two (2) Class II Directors by all stockholders, voting together; and |
X | X |
| b. to elect one (1) Class III Director by Preferred Shares only. | - | X |
| For RSF, election of two (2) Class II Directors and one (1) Class III Director. | X | N/A |
| For RMI, election of two (2) Class II Directors and one (1) Class III Director. | X | N/A |
| For RMM, election of two (2) Class II Directors and one (1) Class III Director. | X | N/A |
| For RMMZ, election of two (2) Class II Directors and one (1) Class III Director. | X | N/A |
| For RFM, election of two (2) Class II Directors and one (1) Class III Director. | X | N/A |
| For RFMZ, election of two (2) Class II Directors and one (1) Class III Director. | X | N/A |
(a) OPP
The Board has, by resolution adopted on October 2, 2020 and October 16, 2020, reclassified shares from unissued Common Shares and authorized the issuance of 4.375% Series A Cumulative Preferred Shares. The Board has also, by resolution adopted on November 10, 2021 and November 15, 2021, reclassified shares from unissued Common Shares and authorized the issuance of 4.75% Series B Cumulative Preferred Shares. Additionally, the Board has, by resolution adopted on October 16, 2024 and November 26, 2024, reclassified shares from unissued Common Shares and authorized the issuance of 6.00%, 3-Year Term, Series C Term Preferred Shares. Stockholders of outstanding Preferred Shares are entitled to vote as a separate class on a one-vote-per-share basis to elect two Directors of OPP at all times. Stockholders of outstanding shares of Common Shares and Preferred Shares, voting together as a single class, shall elect the balance of OPPs Directors. Under the organizational documents of OPP, its Board is divided into three classes of directors serving staggered three-year terms. Directors of each class are elected to serve for three-year terms and until their successors are duly elected and qualify, and at each annual meeting, one class of Directors is elected by the stockholders.
For OPP, the Class II Directors terms are up for election. J. Wayne Hutchens and David M. Swanson are the existing Class II Directors whose terms are expiring in 2025. J. Wayne Hutchens has been designated as nominee for re-election as a Class II Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies, and David M. Swanson has been designated as a nominee for election and re-classification as a Class III Director to be elected by holders of Preferred Shares only for a term expiring at the annual meeting of stockholders in 2029 or until his successor has been duly elected and qualifies.
9
Existing Class III Director, Jerry R. Raio, has been designated as nominee for election and reclassification as a Class II Director to be elected by all stockholders alongside J. Wayne Hutchens for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies.
John K. Carter is the current and continuing Class I Director that is elected by holders of Common Shares and Preferred Shares, voting together as a single class. Lisa B. Mougin is the current and continuing Class I Director that is elected by holders of Preferred Shares only. Patrick W. Galley is the current and continuing Class III Director that is elected by holders of Common Shares and Preferred Shares, voting together as a single class.
| (b) | RIV |
The Board has, by resolution adopted on March 17, 2022 and April 12, 2022, reclassified shares from unissued Common Shares and authorized the issuance of 6.00% Series A Cumulative Preferred Shares. Stockholders of outstanding Preferred Shares are entitled to vote as a separate class on a one-vote-per-share basis to elect two Directors of RIV at all times. Stockholders of outstanding shares of Common Shares and Preferred Shares, voting together as a single class, shall elect the balance of RIVs Directors. Under the organizational documents of RIV, its Board is divided into three classes of directors serving staggered three-year terms. Directors of each class will be elected to serve for three-year terms and until their successors are duly elected and qualify, and at each annual meeting, one class of Directors will be elected by the stockholders.
For RIV, the Class II Directors terms are up for election. J. Wayne Hutchens and David M. Swanson are the existing Class II Directors whose terms are expiring in 2025. J. Wayne Hutchens has been designated as nominee for re-election as a Class II Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies, and David M. Swanson has been designated as a nominee for election and re-classification as a Class III Director to be elected by holders of Preferred Shares only for a term expiring at the annual meeting of stockholders in 2029 or until his successor has been duly elected and qualifies.
Existing Class III Director, Jerry R. Raio, has been designated as nominee for election and reclassification as a Class II Director to be elected by all stockholders alongside J. Wayne Hutchens for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies.
John K. Carter is the current and continuing Class I Director that is elected by holders of Common Shares and Preferred Shares, voting together as a single class. Lisa B. Mougin is the current and continuing Class I Director that is elected by holders of Preferred Shares only. Patrick W. Galley is the current and continuing Class III Director that is elected by holders of Common Shares and Preferred Shares, voting together as a single class.
10
(c) RSF
Under the organizational documents of RSF, its Board is divided into three classes of directors serving staggered three-year terms. Directors of each class are elected to serve for three-year terms and until their successors are duly elected and qualify, and at each annual meeting, one class of Directors is elected by the stockholders.
For RSF, the Class II Directors terms are up for election. J. Wayne Hutchens and David M. Swanson are the existing Class II Directors whose terms are expiring in 2025. J. Wayne Hutchens has been designated as nominee for re-election as a Class II Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies, and David M. Swanson has been designated as a nominee for election and re-classification as a Class III Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2029 or until his successor has been duly elected and qualifies.
Existing Class III Director, Jerry R. Raio, has been designated as nominee for election and reclassification as a Class II Director to be elected by all stockholders alongside J. Wayne Hutchens for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies. Directors John K. Carter and Lisa B. Mougin (existing Class I Directors) and Patrick W. Galley (existing Class III Director) are current and continuing Directors.
| (d) | RMI |
Under the organizational documents of RMI, its Board is divided into three classes of directors serving staggered three-year terms. Directors of each class will be elected to serve for three-year terms and until their successors are duly elected and qualify, and at each annual meeting, one class of Directors will be elected by the stockholders.
For RMI, the Class II Directors terms are up for election. J. Wayne Hutchens and David M. Swanson are the existing Class II Directors whose terms are expiring in 2025. J. Wayne Hutchens has been designated as nominee for re-election as a Class II Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies, and David M. Swanson has been designated as a nominee for election and re-classification as a Class III Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2029 or until his successor has been duly elected and qualifies.
Existing Class III Director, Jerry R. Raio, has been designated as nominee for election and reclassification as a Class II Director to be elected by all stockholders alongside J. Wayne Hutchens for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies. Directors John K. Carter and Lisa B. Mougin (existing Class I Directors) and Patrick W. Galley (existing Class III Director) are current and continuing Directors.
| (e) | RMM |
Under the organizational documents of RMM, its Board is divided into three classes of directors serving staggered three-year terms. The initial terms of the first, second and third classes of Directors will expire at the second, third and first annual meetings of stockholders, respectively, and, in each case, until their successors are duly elected and qualify, or until a Director sooner dies, retires, resigns or is removed as provided in the governing documents of the Fund. Upon expiration of their initial terms, Directors of each class will be elected to serve for three-year terms and until their successors are duly elected and qualify, and at each annual meeting, one class of Directors will be elected by the stockholders.
11
For RMM, the Class II Directors terms are up for election. J. Wayne Hutchens and David M. Swanson are the existing Class II Directors whose terms are expiring in 2025. J. Wayne Hutchens has been designated as nominee for re-election as a Class II Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies, and David M. Swanson has been designated as a nominee for election and re-classification as a Class III Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2029 or until his successor has been duly elected and qualifies.
Existing Class III Director, Jerry R. Raio, has been designated as nominee for election and reclassification as a Class II Director to be elected by all stockholders alongside J. Wayne Hutchens for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies. Directors John K. Carter and Lisa B. Mougin (existing Class I Directors) and Patrick W. Galley (existing Class III Director) are current and continuing Directors.
| (f) | RMMZ |
Under the organizational documents of RMMZ, its Board is divided into three classes of directors serving staggered three-year terms. The initial terms of the first, second and third classes of Directors will expire at the second, third and first annual meetings of stockholders, respectively, and, in each case, until their successors are duly elected and qualify, or until a Director sooner dies, retires, resigns or is removed as provided in the governing documents of the Fund. Upon expiration of their initial terms, Directors of each class will be elected to serve for three-year terms and until their successors are duly elected and qualify, and at each annual meeting, one class of Directors will be elected by the stockholders.
For RMMZ, the Class II Directors terms are up for election. J. Wayne Hutchens and David M. Swanson are the existing Class II Directors whose terms are expiring in 2025. J. Wayne Hutchens has been designated as nominee for re-election as a Class II Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies, and David M. Swanson has been designated as a nominee for election and re-classification as a Class III Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2029 or until his successor has been duly elected and qualifies.
Existing Class III Director, Jerry R. Raio, has been designated as nominee for election and reclassification as a Class II Director to be elected by all stockholders alongside J. Wayne Hutchens for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies. Directors John K. Carter and Lisa B. Mougin (existing Class I Directors) and Patrick W. Galley (existing Class III Director) are current and continuing Directors.
12
| (g) | RFM |
Under the organizational documents of RFM, its Board is divided into three classes of directors serving staggered three-year terms. The initial terms of the first, second and third classes of Directors will expire at the second, third and first annual meetings of stockholders, respectively, and, in each case, until their successors are duly elected and qualify, or until a Director sooner dies, retires, resigns or is removed as provided in the governing documents of the Fund. Upon expiration of their initial terms, Directors of each class will be elected to serve for three-year terms and until their successors are duly elected and qualify, and at each annual meeting, one class of Directors will be elected by the stockholders.
For RFM, the Class II Directors terms are up for election. J. Wayne Hutchens and David M. Swanson are the existing Class II Directors whose terms are expiring in 2025. J. Wayne Hutchens has been designated as nominee for re-election as a Class II Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies, and David M. Swanson has been designated as a nominee for election and re-classification as a Class III Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2029 or until his successor has been duly elected and qualifies.
Existing Class III Director, Jerry R. Raio, has been designated as nominee for election and reclassification as a Class II Director to be elected by all stockholders alongside J. Wayne Hutchens for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies. Directors John K. Carter and Lisa B. Mougin (existing Class I Directors) and Patrick W. Galley (existing Class III Director) are current and continuing Directors.
| (h) | RFMZ |
Under the organizational documents of RFMZ, its Board is divided into three classes of directors serving staggered three-year terms. The initial terms of the first, second and third classes of Directors will expire at the third, first and second annual meetings of stockholders, respectively, and, in each case, until their successors are duly elected and qualify, or until a Director sooner dies, retires, resigns or is removed as provided in the governing documents of the Fund. Upon expiration of their initial terms, Directors of each class will be elected to serve for three-year terms and until their successors are duly elected and qualify, and at each annual meeting, one class of Directors will be elected by the stockholders.
For RFMZ, the Class II Directors terms are up for election. J. Wayne Hutchens and David M. Swanson are the existing Class II Directors whose terms are expiring in 2025. J. Wayne Hutchens has been designated as nominee for re-election as a Class II Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies, and David M. Swanson has been designated as a nominee for election and re-classification as a Class III Director to be elected by all stockholders for a term expiring at the annual meeting of stockholders in 2029 or until his successor has been duly elected and qualifies.
13
Existing Class III Director, Jerry R. Raio, has been designated as nominee for election and reclassification as a Class II Director to be elected by all stockholders alongside J. Wayne Hutchens for a term expiring at the annual meeting of stockholders in 2028 or until his successor has been duly elected and qualifies. Directors John K. Carter and Lisa B. Mougin (existing Class I Directors) and Patrick W. Galley (existing Class III Director) are current and continuing Directors.
14
MANAGEMENT
Management of the Funds
The management of each Fund, including general supervision of the duties performed for each Fund under the investment management agreement between each Fund and the Adviser, is the responsibility of its Boards. There are six Directors of each Fund, two of whom are interested persons (as defined in the Investment Company Act of 1940, as amended (the 1940 Act)) of each Fund (such Directors, the Interested Directors) and four of whom are not interested persons (as defined in the 1940 Act) of each Fund (such Directors, the Independent Directors). The Directors of a Fund set broad policies for that Fund, choose the Funds officers and hire the Funds investment adviser and sub-adviser (if applicable). The officers of each Fund manage the day-to-day operations and are responsible to each Funds Board.
The following is a list of Directors and officers of each Fund and a statement of their present positions, principal occupations during the past five years, the number of portfolios each Director oversees and the other directorships held by the Directors during the past five years, if applicable. There are no familial relationships among the officers and Directors. Except as otherwise noted, the address for all Directors and officers is 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401.
INDEPENDENT AND INTERESTED DIRECTORS
| Name, Address, and Year of Birth | Position(s) Held with Funds | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Fund Complex (1) Overseen by Director Nominee | Other Directorships Held by Director Nominee during past Five Years |
|
John K. Carter (1961) |
Independent Director |
Term: Class I Expires in 2027.
Service: since 2021 (RFMZ); since 2020 (RFM); since 2019 (RMM); since 2022 (RMMZ); since 2018 (RMI); since 2016 (OPP); since 2015 (RSF); since 2013 (RIV). |
Founder, Special Counsel, Law Office of Osprey Law Firm P.A. (formerly known as the Law Office of John K. Carter P.A.) (a general practice and corporate law firm) (2015 to present). | 11 | Carillon Mutual Funds (16 funds) (2016 to present); RiverNorth Funds (3 funds - 2013 to August 2025; 2 funds - August 2025 to present). |
|
J. Wayne Hutchens (1944) |
Independent Director |
Term: Class II Expires in 2025.
Service: since 2021 (RFMZ); since 2020 (RFM); since 2019 (RMM); since 2022 (RMMZ); since 2018 (RMI); since 2018 (OPP); since 2018 (RSF); since 2013 (RIV). |
Currently retired; Treasurer of University of Colorado Boulder Economic Corporation, a nonprofit subsidiary of the University of Colorado Boulder (May 2019 to present); Trustee of the Denver Museum of Nature and Science (2000 to 2020); Director of AMG National Trust Bank (June 2012 to present); Trustee of Childrens Hospital Colorado (May 2012 to 2020). | 11 | ALPS Series Trust (11 funds) (2012 to present); RiverNorth Funds (3 funds - 2021 to August 2025; 2 funds - August 2025 to present). |
15
| Lisa B. Mougin (1972) | Independent Director |
Term: Class I Expires in 2027.
Service: since 2022 (RSF, OPP, RIV, RMI, RMM, RMMZ, RFM and RFMZ). |
Chief Investment Officer of Capital Sisters International (a non-profit) (2023 to present); President Chief Operating Officer at Positivly and Louise, each a TIFIN Company (a fintech software company) (2020 to 2022). | 8 | None. |
| David M. Swanson (1957) | Independent Director |
Term: Class II Expires in 2025.
Service: since 2021 (RFMZ); since 2020 (RFM); since 2019 (RMM); since 2022 (RMMZ); since 2018 (RMI); since 2018 (OPP); since 2018 (RSF); since 2013 (RIV). |
Founder Managing Partner, SwanDog Strategic Marketing (2006 to present). | 11 | RiverNorth Funds (3 funds - 2019 to August 2025; 2 funds - August 2025 to present); Managed Portfolio Series (31 funds) (2011 to present); ALPS Variable Investment Trust (7 funds) (2006 to 2025). |
16
| Patrick W. Galley (2) (1975) | Interested Director, Chairman, and President |
Term: Class III Expires in 2026.
Service: since 2021 (RFMZ); since 2020 (RFM); since 2019 (RMM); since 2022 (RMMZ); since 2018 (RMI); since 2016 (OPP); since 2015 (RSF); since 2013 (RIV). |
Chief Executive Officer, RiverNorth Capital Management, LLC (2020 to present); Chief Investment Officer, RiverNorth Capital Management, LLC (2004 to present). | 11 | RiverNorth Funds (2 funds - 2006 to August 2025; 3 funds - August 2025 to present). |
|
Jerry R. Raio (3) (1964) |
Interested Director |
Term: Class III Expires in 2026.
Service: since 2021 (RFMZ); since 2020 (RFM); since 2019 (RMM); since 2022 (RMMZ); since 2018 (RMI); since 2018 (OPP); since 2018 (RSF); since 2019 (RIV). |
President, Arbor Lane Advisors, Inc. (2018 to present); Advisory Board Member of each of FLX Distribution, (2020 to present); Quantify Crypto (2021 to present); ETF Action (2022 to present); Qudos Technologies (2019 to 2022); Head of Capital Markets, ClickIPO (2018-2019); Managing Director, Head of Retail Origination, Wells Fargo Securities, LLC (2005 to 2018). | 11 | RiverNorth Funds (3 funds - 2022 to August 2025; 2 funds - August 2025 to present). |
| (1) | The Fund Complex consists of the Funds and the RiverNorth Funds (2 funds) for all Directors, except for Ms. Mougin. For Ms. Mougin, the Fund Complex consists of the Funds. |
| (2) | Mr. Galley is deemed an interested person of each Fund due to his position as Chief Executive Officer and Chief Investment Officer of RiverNorth Capital Management, LLC, the investment adviser to each Fund. |
| (3) | Mr. Raio is deemed an interested person of each Fund because of his current position as an advisory board member of FLX Distribution, which the Adviser is an investor in and Mr. Galley is a Director of; and because of his prior position as Managing Director Head of Retail Origination at Wells Fargo Securities, LLC, which had previously served as a broker and principal underwriter for certain funds advised by the Adviser. |
17
OFFICERS
| Name, Address, and Year of Birth | Position Held with Funds |
Term
of Office and
Length of Time Served (3) |
Principal
Occupation(s)
During Past Five Years |
||||||
|
Jonathan
M.
Mohrhardt (1974) | Chief Financial Officer, Treasurer |
RFMZ: Indefinite/Has served since 2021. RFM: Indefinite/Has served since 2020. RMM: Indefinite/Has served since 2019. RMMZ: Indefinite/Has served since 2022. RMI: Indefinite/Has served since 2018. OPP: Indefinite/Has served since 2016. RSF: Indefinite/Has served since 2015. RIV: Indefinite/Has served since 2022. |
President, RiverNorth Capital Management, LLC (2020 to present); Chief Operating Officer, RiverNorth Capital Management, LLC (2011 to present). | ||||||
|
Marcus
L. Collins
(1968) | Chief Compliance Officer and Secretary |
RFMZ: Indefinite/Has served since 2021. RFM: Indefinite/Has served since 2020. RMM: Indefinite/Has served since 2019. RMMZ: Indefinite/Has served since 2022. RMI: Indefinite/Has served since 2018. OPP: Indefinite/Has served since 2016. RSF: Indefinite/Has served since 2015. RIV: Indefinite/Has served since 2022. |
General Counsel, RiverNorth Capital Management, LLC (2012 to present); Chief Compliance Officer, RiverNorth Capital Management, LLC (2012 to present). | ||||||
| Independent Directors: | Interested Directors: | |||||
| Name of Fund | Fiscal Year End | John K. Carter | Lisa B. Mougin | J. Wayne Hutchens | David M. Swanson | Jerry R. Raio |
| OPP | June 30 | $25,833 | $24,500 | $25,611 | $25,167 | $24,500 |
| RIV | June 30 | $25,833 | $24,500 | $25,611 | $25,167 | $24,500 |
| RSF | June 30 | $25,833 | $24,500 | $25,611 | $25,167 | $24,500 |
| RMI | June 30 | $25,833 | $24,500 | $25,611 | $25,167 | $24,500 |
| RMM (2) | June 30 | $25,833 | $24,500 | $25,611 | $25,167 | $24,500 |
| RMMZ (2) | June 30 | $25,833 | $24,500 | $25,611 | $25,167 | $24,500 |
| RFM (2) | June 30 | $25,833 | $24,500 | $25,611 | $25,167 | $24,500 |
| RFMZ (2) | June 30 | $25,833 | $24,500 | $25,611 | $25,167 | $24,500 |
| Aggregate Total Compensation from the Funds and Fund Complex (1) | $243,997 | $196,000 | $241,999 | $238,000 | $232,000 | |
| (1) | For Messrs. Carter, Raio, Swanson and Hutchens, the Fund Complex consists of the Funds (8 funds) and the RiverNorth Funds (2 funds). For Ms. Mougin, the Fund Complex consists of the Funds (8 funds). |
| (2) | With respect to RIV, RMM, RMMZ, RFM and RFMZ, the Adviser, not the Fund, paid all compensation to the Directors described above out of its unified management fee. |
Director Ownership in the Funds
The following table shows the dollar range of equity securities beneficially owned by each Director in each Fund and Family of Investment Companies as of each Funds fiscal year end.
23
| Dollar Range of Beneficial Ownership | |||||||
| Independent Directors: | Interested Directors: | ||||||
| Name of Fund | Fiscal Year End | John K. Carter | Lisa B. Mougin | J. Wayne Hutchens | David M. Swanson | Patrick W. Galley | Jerry R. Raio |
| In OPP | June 30 | $ None | $ None | $ None | $ 10,001-50,000 | Over $100,000 | $ None |
| In RIV | June 30 | $ None | $ None | $ 50,001-100,000 | Over $ 100,000 | $ Over $100,000 | $ 10,001-50,000 |
| In RSF | June 30 | $ None | $ None | $ None | $ None | Over $100,000 | $ None |
| In RMI | June 30 | $ None | $ None | $ None | Over $ 100,0000 | $50,001 100,000 | $ 10,001-50,000 |
| In RMM | June 30 | $ None | $ 10,001-50,000 | $ 50,001-100,000 | $ None | Over $100,000 | $ None |
| In RMMZ | June 30 | $ None | $ None | $ None | $ None | $None | $ 10,001-50,000 |
| In RFM | June 30 | $ None | $ None | $ None | Over $100,000 | Over $100,000 | $ 10,001-50,000 |
| In RFMZ | June 30 | $ None | $ None | $ 50,001-100,000 | $ None | Over $100,000 | $ None |
| Aggregate Dollar Range of Ownership in all Funds Overseen by Director in the Family of Investment Companies | $ None | $ 10,001-50,000 | Over $100,000 | Over $100,000 | Over $100,000 | Over $100,000 | |
As of each Funds fiscal year end, the Independent Directors of each Fund and immediate family members do not own beneficially or of record any class of securities of the investment adviser or principal underwriter of each Fund or any person directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of each Fund.
Audit Committee Report
In performing its oversight function, at meetings held on August 12-13, 2025, the Audit Committee reviewed and discussed with management and the independent accountant (Cohen Company, Ltd. (Cohen) in the case of RIV, RMI, RMM, RMMZ, RFM and RFMZ, and KPMG LLP (KPMG) in the case of RSF and OPP) for each Fund, the audited financial statements of each respective Fund as of and for each Funds fiscal year end, and discussed the audit of such financial statements with each Funds independent accountants.
In addition, the Audit Committee discussed with each Funds independent registered public accounting firm the accounting principles applied by each Fund and such other matters brought to the attention of the Audit Committee by the independent registered public accounting firm required by Auditing Standard 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (PCAOB). The Audit Committee also received from each Funds independent registered public accounting firm the written disclosures and letters required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and discussed the relationship between the independent registered public accounting firm and each Fund and the impact that any such relationships might have on the objectivity and independence of the independent registered public accounting firm.
24
As set forth above, and as more fully set forth in the Audit Committee Charter, the Audit Committee has significant duties and powers in its oversight role with respect to each Funds financial reporting procedures, internal control systems and the independent audit process.
The members of the Audit Committee are not, and do not represent themselves to be, professionally engaged in the practice of auditing or accounting and are not employed by each Fund for accounting, financial management or internal control purposes. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the respective Funds independent registered public accounting firm. Accordingly, the Audit Committees oversight does not provide an independent basis to determine that management has maintained appropriate accounting and/or financial reporting principles and policies, or internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committees considerations and discussions referred to above do not provide assurance that the audits of each Funds financial statements have been carried out in accordance with generally accepted accounting standards or that the financial statements are presented in accordance with generally accepted accounting principles.
The Audit Committees review and discussions of the audited financial statements of the Funds for each Funds fiscal year end with management and each Funds independent registered public accounting firm occurred prior to the issuance of each independent registered public accounting firms opinion on the financial statements and also at the Funds Audit Committee meeting held on August 12-13, 2025. At that meeting, the Audit Committee ratified its recommendation to the Board with regards to the inclusion of the audited financial statements of the Funds for each Funds fiscal year end in the Annual Reports of the Funds. For each Funds fiscal year end, the Audit Committee discussed with Cohen and KPMG the matters required to be discussed by the applicable requirements of the PCAOB and received written affirmation of their independence pursuant to PCAOB Rule 3526.
Submitted by the Audit Committee of the Boards of Directors
J. Wayne Hutchens
John K. Carter
Lisa B. Mougin
David M. Swanson
Independent Registered Public Accounting Firms Fees
Cohen was approved to serve as the independent registered public accounting firm for each of RIV, RMI, RMM, RMMZ, RFM and RFMZ for its current fiscal year, and acted as the independent registered public accounting firm for each Fund during its most recently completed fiscal year. KPMG LLP has been approved to serve as the independent registered public accounting firm for RSF and OPP for its current fiscal year, and acted as the independent registered public accounting firm for each Fund during its most recently completed fiscal year. Each independent registered public accounting firm has advised the applicable Fund that, to the best of its knowledge and belief, its professionals did not have any direct or material indirect ownership interest in the independent registered public accounting firm inconsistent with independent professional standards pertaining to independent registered public accounting firms. It is not expected that representatives of each Funds independent registered public accounting firm will be present at the Annual Meeting; however, representatives of each Funds independent registered public accounting firm are expected to be available by telephone to answer any questions that may arise and will have the opportunity to make a statement if they desire to do so. In reliance on Rule 32a-4 under the 1940 Act, each Fund is not seeking stockholder ratification of the selection of their independent registered public accounting firm.
25
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
The aggregate fees billed by the applicable independent registered public accounting firm for the following services during each of the last two fiscal years for each Fund are disclosed below:
| Audit Fees* (1) | Audit-Related Fees (2) | Tax Fees (3) | All Other Fees (4) | ||||||
| Fees Billed To | Fiscal Year End | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| OPP | June 30 | $88,750 | $89,500 | $20,500 | $16,500 | $10,300 | $10,300 | $0 | $0 |
| RIV | June 30 | $27,000 | $27,000 | $3,215 | $6,700 | $15,400 | $27,250 | $0 | $0 |
| RSF | June 30 5 | $70,000 | $70,000 | $11,250 | $12,000 | $10,300 | $10,300 | $0 | $0 |
| RMI | June 30 | $30,500 | $30,500 | $2,965 | $ 3,259 | $6,000 | $6,000 | $0 | $0 |
| RMM | June 30 | $27,500 | $27,500 | $2,965 | $3,259 | $6,000 | $6,000 | $0 | $0 |
| RMMZ | June 30 | $27,500 | $27,500 | $2,965 | $3,259 | $6,000 | $6,000 | $0 | $0 |
| RFM | June 30 | $27,500 | $27,500 | $2,965 | $3,259 | $6,000 | $6,000 | $0 | $0 |
| RFMZ | June 30 | $27,500 | $27,500 | $2,965 | $2,509 | $6,000 | $6,000 | $0 | $0 |
| * | Information related to fees for the 2025 fiscal year end includes amounts estimated to be billed for services rendered for the annual audit of each Funds financial statements for each Funds respective fiscal year end. |
| (1) | Audit Fees are fees for professional services for the audit of each Funds annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. |
| (2) | Audit-Related Fees are for assurance and related services that are reasonably related to the performance of the audit of each Funds financial statements and are not reported under Audit Fees. This includes assurance and diligence work related to offerings of Preferred and Common Shares and reviews of semi-annual financial statements. |
26
| (3) | Tax Fees are for professional services for tax compliance, tax advice and tax planning. |
| (4) | All Other Fees are for products and services other than those services reported under Audit Fees, Audit-Related Fees and Tax Fees. |
| (5) | In June 2024, the Fund changed its fiscal year end from July 31 to June 30 and, as a result, the information provided for 2024 is for the 11-month period ended June 30, 2024. |
Non-Audit Fees
The aggregate fees billed by the applicable independent registered public accounting firm for the non-audit fees for services provided to the entities indicated during each of the last two fiscal years for each Fund are disclosed below.
| Fiscal Year End | Fiscal Year 2025 | Fiscal Year 2024 | |
| OPP | June 30 | $10,000 | $10,000 |
| Adviser | $0 | $0 | |
| RIV | June 30* | $15,400 | $24,250 |
| Adviser | $0 | $0 | |
| RSF | June 30 | $10,000 | $10,000 |
| Adviser | $0 | $0 | |
| RMI | June 30 | $6,000 | $6,000 |
| Adviser | $0 | $0 | |
| RMM | June 30 | $6,000 | $6,000 |
| Adviser | $0 | $0 | |
| RMMZ | June 30 | $6,000 | $6,000 |
| Adviser | $0 | $0 | |
| RFM | June 30 | $6,000 | $6,000 |
| Adviser | $0 | $0 | |
| RFMZ | June 30 | $6,000 | $6,000 |
| Adviser | $0 | $0 |
| * | In June 2024, the Fund changed its fiscal year end from July 31 to June 30 and, as a result, the information provided for 2024 is for the 11-month period ended June 30, 2024. |
Pre-Approval
Each Funds Audit Committee Charter requires that the Audit Committee pre-approve all audit and non-audit services to be provided by the applicable independent registered public accounting firm. There were no non-audit fees billed by Cohen Company, Ltd. or KPMG LLP for services rendered to the Adviser or any entity controlling, controlled by or under common control with the Adviser that provided ongoing services to each applicable Fund in 2025 or 2024.
27
VOTING
For each Fund, the affirmative vote of a plurality of the votes cast at the Annual Meeting will be required to elect the specified nominees as Directors of that Fund provided a quorum is present. A plurality of votes cast means that the specified nominees receiving the highest numbers of affirmative votes cast, whether or not such votes constitute a majority, will be elected at the Annual Meeting. Withheld votes, abstentions or broker non-votes will not be counted as votes cast and will have no effect on the approval of the proposal to elect Directors.
If the enclosed proxy card is properly executed and returned in time to be voted at each Funds Annual Meeting, each Funds Shares represented thereby will be voted in accordance with the instructions marked thereon or, if no instructions are marked thereon, will be voted in the discretion of the persons named on the proxy card. Accordingly, unless instructions to the contrary are marked thereon, a properly executed and returned proxy will be voted FOR the election of the nominees as Directors and, at the discretion of the named proxies, on any other matters that may properly come before each Funds Annual Meeting, as deemed appropriate. Any stockholder who has given a proxy has the right to revoke it at any time prior to its exercise either by attending the Annual Meeting and voting his or her Shares in person, or by timely submitting a letter of revocation or a later-dated proxy to the applicable Fund at its address above. A list of stockholders entitled to notice of and to be present and to vote at the Annual Meeting will be available at the office of each Fund, for inspection by any stockholder during regular business hours prior to the Meeting. Stockholders will need to show valid identification and proof of Share ownership to be admitted to the Annual Meeting or to inspect the list of stockholders.
Under the organizational documents of each Fund, a quorum is constituted by the presence in person or by proxy of the holders of thirty-three and one-third percent (33 1 / 3 %) of the voting power of each outstanding class of Shares entitled to vote on a matter. Withheld votes, abstentions or broker non-votes ( i.e., Shares held by brokers or nominees that are present (in person or by proxy) as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) shall be considered to be present at the Meeting for purposes of determining the existence of each Funds quorum. Any meeting of stockholders may be postponed prior to the meeting by making a public announcement, and notice of the date, time and place to which the meeting is postponed shall be provided to the stockholders entitled to vote at that meeting. The date to which the meeting is postponed may not be more than 120 days following the record date of such meeting. Any meeting of stockholders may, by action of the chairman of the meeting, be adjourned (sine die or from time to time) to a date not more than 120 days after the original record date to permit further solicitation of proxies without further notice with respect to one or more matters to be considered at such meeting to a designated time and place, if a quorum is not present with respect to such matter.
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH FUNDS NOMINEES.
28
PART 2
INFORMATION ABOUT OWNERSHIP OF SHARES OF THE FUNDS
Outstanding Shares
On the Record Date, each Fund had the following number of Common Shares and Preferred Shares outstanding:
| Fund |
Common Shares Outstanding |
Preferred Shares Outstanding |
| OPP | 23,809,605.875 | 5,219,206 |
| RIV | 21,472,248.229 | 3,910,000 |
| RSF | 4,252,062.110 | 0 |
| RMI | 6,374,539.389 | N/A |
| RMM | 19,739,628.175 | N/A |
| RMMZ | 8,455,000.000 | N/A |
| RFM | 6,114,699.000 | N/A |
| RFMZ | 24,351,756.000 | N/A |
To the knowledge of each Fund, as of the Record Date, no single stockholder or group (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the 1934 Act)) beneficially owned more than 5% of any class of each Funds outstanding Shares, except as described in the following table. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of a Fund or acknowledges the existence of control. A party that controls a Fund may be able to significantly affect the outcome of any item presented to stockholders for approval. Information as to beneficial ownership of Shares, including percentage of outstanding Shares of a class beneficially owned, is based on securities position listing reports as of the Record Date and reports filed with the SEC by stockholders. Each Fund does not have any knowledge of the identity of the ultimate beneficiaries of the Shares listed below.
| Name And Address Of Beneficial Owner | Shares Of A Class Beneficially Owned |
% Outstanding Shares of a Class Beneficially Owned |
Type of Ownership |
| RIV | |||
|
Morgan Stanley (1) 1585 Broadway New York, NY 10036 |
1,766,557 Common Stock | 8.23% | Beneficial* |
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| Name And Address Of Beneficial Owner | Shares Of A Class Beneficially Owned |
% Outstanding Shares of a Class Beneficially Owned |
Type of Ownership |
|
Americo Financial Life and Annuity Insurance Company 300 W 1 1th St. Kansas City, MO 64105 |
547,170 Preferred Stock |
13.99% | Beneficial* |
|
Louisiana Workers Compensation Corporation 2237 South Acadian Thruway Baton Rouge, LA 70808 |
273,492 Preferred Stock |
6.99% | Beneficial* |
| RSF | |||
|
Sit Investment Associates, Inc. 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402 |
507,275 Common Stock |
13.13% | Beneficial* |
|
Patrick
W. Galley
Suite 1420 West Palm Beach, Florida, 33401 |
214,920 Common Stock |
5.56% | Beneficial* |
| OPP | |||
|
Parametric Portfolio Associates LLC 800 Fifth Avenue Suite 2800 Seattle, WA 98104 |
2,171,656 Common Stock |
7.09% | Beneficial* |
|
Universal Life Insurance Co P.O. Box 2145 San Juan, Pr 00922 |
240,000 Series A Preferred Stock | 10.00% | Beneficial* |
|
Morgan Stanley 1585 Broadway New York, NY 10036 |
170,743 Series A Preferred Stock | 7.11% | Beneficial* |
|
UBS AG Bahnhofstrasse 45 Zurich, V8 CH-8001 |
154,569 Series A Preferred Stock | 6.44% | Beneficial* |
|
Americo Financial Life and Annuity Insurance Company
PO
Box 410288
| 415,086 Series B Preferred Stock | 17.3% | Beneficial* |
|
Morgan Stanley 1585 Broadway New York, NY 10036 |
354,591 Series B Preferred Stock | 14.77% | Beneficial* |
| Name And Address Of Beneficial Owner | Shares Of A Class Beneficially Owned |
% Outstanding Shares of a Class Beneficially Owned |
Type of Ownership |
|
Fidelity Guaranty Life Insurance Company
801
Grand Ave.
|
300,000 Series B Preferred Stock |
12.5% | Beneficial* |
|
UBS AG
Bahnhofstr. 45, P.O. Box, CH-8098 Zurich, Switzerland |
196,188 Series B Preferred Stock |
8.17% | Beneficial* |
|
RiverNorth Capital Management, LLC 360 South Rosemary Avenue, Suite 1420 West Palm Beach, FL 33401 |
197,180 Series C Preferred Stock |
47.04% | Record |
| RMI | |||
|
Stratos Wealth Partners Ltd. 3750 Park East Drive Beachwood, OH 44122 |
432,355 Common Stock |
6.78% | Beneficial* |
| * | Information regarding this beneficial owner is derived from the most recent Schedule 13G or Form 13F filings made by such owner as of the Record Date. |
| (1) | Morgan Stanley and Morgan Stanley Smith Barney LLC filed their Schedule 13G jointly and did not differentiate holdings as to each entity. |
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PART 3
OTHER INFORMATION ON THE FUNDS, VOTING, AND THE MEETING
Who is Eligible To Vote
Stockholders of record at the close of business on August 19, 2025 of each Fund are able to vote.
For OPP and RIV only, Class II Director nominees, Jerry R. Raio and J. Wayne Hutchens, are to be elected by holders of both Common Shares and Preferred Shares, voting together as a single class. Class III Director nominee, David M. Swanson, is to be elected by holders of Preferred Shares only.
Shares represented by properly executed proxies, unless revoked before or at the Meeting, will be voted according to the stockholders instructions. If you sign a proxy, but do not fill in a vote, your shares will be voted to approve the proposal. If any other business comes before the Meeting, your shares will be voted at the discretion of the persons named as proxies.
Organization and Operation of the Funds
Each Fund is a diversified, closed-end management investment company registered under the 1940 Act. Each Funds principal office is located at 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401, and its telephone number is (561) 484-7185.
OPP was organized as a Maryland corporation on June 22, 2016. Common Shares of OPP are listed on the NYSE under the symbol OPP. The Series A Cumulative Preferred Shares of OPP are listed on the NYSE under the ticker symbol OPPPRA. The Series B Cumulative Preferred Shares of OPP are listed on the NYSE under the ticker symbol OPPPRB. The Series C Term Preferred Shares of OPP are listed on the NYSE under the ticker symbol OPPPRC.
RIV was organized as a Maryland corporation on September 9, 2010. Common Shares of RIV are listed on the NYSE under the ticker symbol RIV. The Preferred Shares of RIV are listed on the NYSE under the ticker symbol RIVPRA.
RSF was organized as a Maryland corporation on June 9, 2015. Common Shares of RSF are listed on the NYSE under the ticker symbol RSF.
RMI was organized as a Maryland corporation on July 16, 2018 and commenced operations on October 25, 2018. Common Shares of RMI are listed on the NYSE under the ticker symbol RMI.
RMM was organized as a Maryland corporation on March 18, 2019 and commenced operations on July 25, 2019. Common Shares of RMM are listed on the NYSE under the ticker symbol RMM.
RMMZ was organized as a Maryland corporation on June 23, 2021 and commenced operations on February 11, 2022. Common Shares of RMM are listed on the NYSE under the ticker symbol RMMZ.
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RFM was organized as a Maryland corporation on October 1, 2019 and commenced operations on March 26, 2020. Common Shares of RFM are listed on the NYSE under the ticker symbol RFM.
RFMZ was organized as a Maryland corporation on June 11, 2020 and commenced operations on February 24, 2021. Common Shares of RFMZ are listed on the NYSE under the ticker symbol RFMZ.
Stockholder Proposals
Pursuant to each Funds By-Laws, a stockholder is required to give to each Fund notice of, and specified information with respect to, any proposals that such stockholder intends to present at the 2025 annual meeting no earlier than April 25, 2026 or approximately 150 days prior to the first anniversary of the date of each Funds proxy statement and no later than May 25, 2026, or 120 days prior to the first anniversary of the date of each Funds proxy statement. Under the circumstances described in, and upon compliance with, Rule 14a-4(c) under the 1934 Act, each Fund may solicit proxies in connection with the 2026 annual meeting which confers discretionary authority to vote on any stockholder proposals of which the Secretary of the Fund does not receive notice in accordance with the aforementioned date.
Timely submission of a proposal does not mean that such proposal will be included in a proxy statement.
Section 30(h) and Section 16(a) Beneficial Ownership Reporting Compliance
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act require each Funds officers and Directors, the Adviser and any sub-adviser, certain persons affiliated with the Adviser and any sub-adviser, and persons who beneficially own more than 10% of a registered class of each Funds equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes of ownership with the SEC and NYSE, as applicable. These persons and entities are required to furnish the applicable Fund with copies of all Section 16(a) forms they file. Based solely upon a review of copies of such forms received by each Fund and certain written representations, each Fund believes to best of its knowledge that during its last fiscal year, all such filing requirements applicable to its officers and Directors, the Adviser and any sub-adviser, and affiliated persons of the Adviser and any sub-adviser were met. Based solely upon a review of copies of such forms received by each Fund and certain written representations, each Fund believes that during its last fiscal year, all such filing requirements applicable to its officers and Directors, the Adviser and any sub-adviser, and affiliated persons of the Adviser and any sub-adviser were met, except one late Form 3 (reporting no holdings) was filed by RiverNorth Strategic Holdings, LLC, with respect to RSF, and one late Form 4 (relating to two transactions) was filed by RiverNorth Strategic Holdings, LLC, with respect to OPP.
Method of Solicitation and Expenses
In addition to the solicitation of proxies by mail, for each Fund, officers of such Funds and officers and regular employees of each Funds transfer agent, and affiliates of such transfer agent, the Adviser (or, for OPP, RMI, RMM, RMMZ, RFM and RFMZ, the Funds respective sub-adviser), as well as other representatives of each Fund may also solicit proxies by telephone, Internet or in person. The expenses incurred in connection with preparing the Joint Proxy Statement and its enclosures will be paid by each Fund, except that for RIV, RMM, RMMZ, RFM and RFMZ, these expenses will be paid by the Adviser out of its unitary management fee.
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Stockholder Communications
Stockholders may mail written communications to each Funds Board, to committees of each Board or to specified individual Directors in care of the Secretary at 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401. All stockholder communications received by the Secretary will be forwarded promptly to the relevant Board, the relevant Boards committee or the specified individual Directors, as applicable, except that the Secretary may, in good faith, determine that a stockholder communication should not be so forwarded if it does not reasonably relate to the relevant Fund or its operations, management, activities, policies, service providers, Board, officers, stockholders or other matters relating to an investment in the relevant Fund or is purely ministerial in nature.
Other Matters to Come Before the Meeting
No business other than the matters described above is expected to come before the Meeting, but should any other matter requiring a vote of stockholders arise, including any question as to an adjournment or postponement of the Meeting, the persons named on the enclosed proxy card will vote thereon according to their best judgment in the interests of the respective Fund.
Delivery of Certain Documents
Annual reports will be sent to stockholders of record of each Fund following each Funds fiscal year end. Each Fund will furnish, without charge, a copy of its annual report and/or semi-annual report as available upon request. Such written or oral requests should be directed to the Funds at 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401, or by calling toll-free at (844) 569-4750.
Please note that only one annual or semi-annual report or proxy statement (as applicable) may be delivered to two or more stockholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual or semi-annual report or proxy statement (as applicable), or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, stockholders should contact the applicable Fund at the address and phone number set forth above. Pursuant to a request, a separate copy will be delivered promptly.
Other Service Providers
RiverNorth Capital Management, LLC, 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401, serves as each Funds investment adviser. DoubleLine Capital LP, 333 South Grand Avenue, 18th Floor, Los Angeles, California 90071, serves as the investment sub-adviser to OPP. MacKay Shields LLC, 1345 Avenue of the Americas, 43rd Floor, New York, New York 10105, serves as the investment sub-adviser to RMI, RMM, RMMZ, RFM and RFMZ.
ALPS Fund Services, Inc. serves as each Funds administrator. DST Systems, Inc., 333 W. 11th Street, Kansas City, Missouri 64105, serves as transfer, dividend paying and stockholder servicing agent for the Funds.
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Fiscal Year
The fiscal year for OPP, RIV, RSF, RMI, RMM, RMMZ, RFM and RFMZ ends on June 30.
YOUR VOTE IS IMPORTANT! PLEASE VOTE BY DATING AND SIGNING THE ENCLOSED PROXY AND RETURNING IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE.
IT IS IMPORTANT THAT THE PROXY BE RETURNED PROMPTLY. YOU MAY ALSO VOTE BY ATTENDING THE MEETING.
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