RiverNorth Capital and Income Fund (RSF) DEF 14ADefinitive proxy

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:

RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC. 

RiverNorth Specialty Finance Corporation  

RiverNorth Opportunistic Municipal Income Fund, Inc. 

Rivernorth managed duration municipal income fund, 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):

RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.

RIVERNORTH SPECIALTY FINANCE CORPORATION

RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC.

RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, 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 23, 2022

RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (“OPP”), RiverNorth Specialty Finance Corporation (“RSF”), RiverNorth Opportunistic Municipal Income Fund, Inc. (“RMI”), RiverNorth Managed Duration Municipal Income Fund, Inc. (“RMM”), RiverNorth Flexible Municipal Income Fund, Inc. (“RFM”), RiverNorth Flexible Municipal Income Fund II, Inc. (“RFMZ” and, together with OPP, RSF, RMI, RMM, and RFM, the “Funds”) each a Maryland corporation, will host a combined Annual Meeting of Stockholders on September 23, 2022 at the offices of RiverNorth Capital Management, LLC, 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401, at 10:00 a.m. (Eastern Time) (the “Annual Meeting” or “Meeting”). The Annual Meeting is being held so that stockholders can consider the following proposals:

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 10, 2022 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 19, 2022 to such stockholders of record.

August 16, 2022

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 SPECIALTY FINANCE CORPORATION

RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC.

RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC.

RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC.

RiverNorth Flexible Municipal Income FUnd II, Inc.

August 16, 2022

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 Specialty Finance Corporation (“RSF”), RiverNorth Opportunistic Municipal Income Fund, Inc. (“RMI”), RiverNorth Managed Duration Municipal Income Fund, Inc. (“RMM”), RiverNorth Flexible Municipal Income Fund, Inc. (“RFM”) and RiverNorth Flexible Municipal Income Fund II, Inc. (“RFMZ” and, together with OPP, RSF, RMI, RMM, and RFM, the “Funds”). The Meeting will occur on September 23, 2022 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:

The Board of each Fund unanimously recommends that stockholders vote for the election of the applicable nominees.

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) 209-6472.

In light of the COVID-19 pandemic, the Funds are urging all stockholders to take advantage of voting by proxy. Additionally, while the Meeting is anticipated to occur as-planned, there is a possibility that, due to the COVID-19 pandemic, the Meeting may be postponed or the location or approach may need to be changed, including the possibility of holding the Meeting via remote communications for the health and safety of all Meeting participants. Should this occur, the Funds will publicly announce the decision to do so in advance and will provide details on how stockholders may participate in the alternative meeting. Any announcement will also be posted to the Funds' website, www.rivernorth.com, following release. If you plan to attend the Meeting in person, please note that the Meeting will be held in accordance with any recommended and required social distancing and safety guidelines, as applicable.

SUMMARY OF IMPORTANT INFORMATION CONTAINED
IN THIS PROXY STATEMENT

(1) The election of Directors to the Board of each Fund as outlined below:

For OPP:

For RSF:

For RMI, to elect two (2) Class II Directors.

For RMM, to elect two (2) Class II Directors.

For RFM, to elect two (2) Class II Directors.

For RFMZ, to elect two (2) Class II Directors. 

For RSF and OPP only, Class II Director, J. Wayne Hutchens, is to be elected by record holders of both common shares and preferred shares, voting together as a single class. However, Class II Director, David M. Swanson, is to be elected by holders of RSF’s and OPP’s preferred shares only.

RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC. 

RIVERNORTH SPECIALTY FINANCE CORPORATION  

RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC. 

RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC.

RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC.

  RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND II, INC.

360 South Rosemary Avenue 

Suite 1700

West Palm Beach, Florida 33401

JOINT PROXY STATEMENT

ANNUAL MEETING OF Stockholders

to held on September 23, 2022 at 10:00 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 Specialty Finance Corporation (“RSF”), RiverNorth Opportunistic Municipal Income Fund, Inc. (“RMI”), RiverNorth Managed Duration Municipal Income Fund, Inc. (“RMM”), RiverNorth Flexible Municipal Income Fund, Inc. (“RFM”) and RiverNorth Flexible Municipal Income Fund II, Inc. (“RFMZ” and, together with OPP, RSF, RMI, RMM 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 23, 2022, at 10:00 a.m. (Eastern Time), at the offices of RiverNorth Capital Management, LLC, each Fund’s 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.

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 3).

Part 2    Provides information about ownership of shares of the Funds (see page 17).

Part 3    Provides other information on the Funds, voting, and the Meeting (see page 18).

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 19, 2022. 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 10, 2022 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. RMI, RMM, RFM and RFMZ each have one class of stock: common shares with a par value of $0.0001 per share. RSF has two classes of stock: common shares with a par value of $0.0001 per share and preferred shares consisting of 5.875% Series A Term Preferred 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 and (ii) 4.75% Series B Cumulative Preferred Shares, each having 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 RSF 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) 209-6472.

Important Notice Regarding the Availability of Materials  

for the Meeting to be Held on September 23, 2022

The Joint Proxy Statement for the Meeting is available at https://www.proxy-direct.com/riv-32907.

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.

PART 1

_

The proposal relates to the election of certain of the Directors of each Fund, as shown in the table below.

(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. Additionally, the Board has, 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. 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 OPP’s 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 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 OPP, at the Annual Meeting, Class II Director, J. Wayne Hutchens, is to be elected by holders of Common Shares and Preferred Shares, voting together as a single class, and Class II Director, David M. Swanson, is to be elected by holders of Preferred Shares only, voting as a single class. Class II Directors J. Wayne Hutchens and David M. Swanson have been designated as nominees for election as Class II Directors for a term expiring at the annual meeting of stockholders in 2025 or until their successors have been duly elected and qualify. Class III Directors Patrick W. Galley and Jerry R. Raio are current and continuing Class III Directors that are each elected by holders of Common Shares and Preferred Shares, voting together as a single class. 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. John S. Oakes is the current and continuing Class I Director that is elected by holders of Preferred Shares only.

On August 20, 2019, the RSF Board amended (the “Amendment”) the organizational documents of RSF to divide its Board 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. Prior to the Amendment, each Director served an annual term and at each annual meeting, Directors were elected to serve until the next annual meeting or until their successors were duly elected and qualified.

For RSF, at the Annual Meeting, Class II Director, J. Wayne Hutchens, is to be elected by holders of Common Shares and Preferred Shares, voting together as a single class, and Class II Director, David M. Swanson, is to be elected by holders of Preferred Shares only, voting as a single class. Class II Directors J. Wayne Hutchens and David M. Swanson have been designated as nominees for election as Class II Directors for a term expiring at the annual meeting of stockholders in 2025 or until their successors have been duly elected and qualify. Class III Directors Patrick W. Galley and Jerry R. Raio are current and continuing Class III Directors that are each elected by holders of Common Shares and Preferred Shares, voting together as a single class. 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. John S. Oakes is the current and continuing Class I Director that is elected by holders of Preferred Shares only.

(c) 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, at the Annual Meeting, two Class II Directors are to be elected by all stockholders. Class II Directors J. Wayne Hutchens and David M. Swanson have been designated as nominees for election as Class II Directors for a term expiring at the annual meeting of stockholders in 2025 or until their successors have been duly elected and qualify. Directors John K. Carter and John S. Oakes (the Class I Directors) and Patrick W. Galley and Jerry R. Raio (the Class III Directors) are current and continuing Directors.

(d) 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.

For RMM, at the Annual Meeting, two Class II Directors are to be elected by all stockholders. Class II Directors J. Wayne Hutchens and David M. Swanson have been designated as nominees for election as Class II Directors for a term expiring at the annual meeting of stockholders in 2025 or until their successors have been duly elected and qualify. Directors John K. Carter and John S. Oakes (the Class I Directors) and Patrick W. Galley and Jerry R. Raio (the Class III Directors) are current and continuing Directors.

(e) 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, at the Annual Meeting, two Class II Directors are to be elected by all stockholders. Class II Directors J. Wayne Hutchens and David M. Swanson have been designated as nominees for election as Class II Directors for a term expiring at the annual meeting of stockholders in 2025 or until their successors have been duly elected and qualify. Directors John K. Carter and John S. Oakes (the Class I Directors) and Patrick W. Galley and Jerry R. Raio (the Class III Directors) are current and continuing Directors.

(f) 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, at the Annual Meeting, two Class II Directors are to be elected by all stockholders. Class II Directors J. Wayne Hutchens and David M. Swanson have been designated as nominees for election as Class II Directors for a term expiring at the annual meeting of stockholders in 2025 or until their successors have been duly elected and qualify. Directors John K. Carter and John S. Oakes (the Class I Directors) and Patrick W. Galley and Jerry R. Raio (the Class III Directors) are current and continuing Directors.

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 Fund’s officers and hire the Fund’s investment adviser and sub-adviser (if applicable). The officers of a Fund manage the day-to-day operations and are responsible to each Fund’s 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

Board Leadership Structure.   The Board of Directors, which has overall responsibility for the oversight of each Fund’s investment programs and business affairs, believes that it has structured itself in a manner that allows it to effectively perform its oversight obligations. Mr. Patrick W. Galley, the Chairman of the Board (“Chairman”), is not an Independent Director.

The Board believes that the use of an interested director as Chairman is the appropriate leadership structure for each Fund given (i) Mr. Patrick Galley’s role in the day to day operations of the Adviser, (ii) the extent to which the work of the Board of Directors is conducted through the Audit Committee of the Board of Directors (the “Audit Committee”) and the Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”), each of whose meetings is chaired by an Independent Director, (iii) the frequency that Independent Directors meet with their independent legal counsel and auditors in the absence of members of the Board of Directors who are interested directors of each Fund and management, and (iv) the overall sophistication of the Independent Directors, both individually and collectively. The members of the Board of Directors also complete an annual self-assessment during which the directors review their overall structure and consider where and how their structure remains appropriate in light of each Fund’s current circumstances. The Chairman’s role is to preside at all meetings of the Board of Directors and in between meetings of the Board of Directors to generally act as the liaison between the Board of Directors and each Fund’s officers, attorneys and various other service providers, including but not limited to the Adviser and other such third parties servicing each Fund. The Board of Directors believes that having an interested person serve as Chairman of the Board of Directors enables Mr. Galley to more effectively carry out these liaison activities. The Board of Directors also believes that it benefits during its meetings from having a person intimately familiar with the operation of each Fund to set the agenda for meetings of the Board of Directors to ensure that important matters are brought to the attention of and considered by the Board of Directors.

Each Fund has two standing committees, each of which enhances the leadership structure of the Board of Directors: the Audit Committee and the Nominating and Corporate Governance Committee. The Audit Committee and Nominating and Corporate Governance Committee are each chaired by, and composed of, members who are Independent Directors.

For each Fund, the Audit Committee is comprised of Messrs. Carter, Oakes, Swanson and Hutchens, all of whom are “independent” as defined in the listing standard of the New York Stock Exchange. Mr. Hutchens is the Chair of the Audit Committee and has been determined to qualify as an “audit committee financial expert” as such term is defined in Form N-CSR. The role of the Audit Committee is to assist the Board of Directors in its oversight of (i) the quality and integrity of each Fund’s financial statements, reporting process and the independent registered public accounting firm (the “independent accountants”) and reviews thereof, (ii) each Fund’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of certain service providers, (iii) each Fund’s compliance with certain legal and regulatory requirements, and (iv) the independent accountants’ qualifications, independence and performance. The Audit Committee is also required to prepare an audit committee report pursuant to the rules of the Securities and Exchange Commission (“SEC”) for inclusion in each Fund’s annual proxy statement. The Audit Committee operates pursuant to the Audit Committee Charter that is reviewed and approved annually. As set forth in the Audit Committee Charter, management is responsible for maintaining appropriate systems for accounting and internal controls, and each Fund’s independent accountants are responsible for planning and carrying out proper audits and reviews. The independent accountants are ultimately accountable to the Board of Directors and to the Audit Committee, as representatives of the stockholders. The independent accountants for each Fund reports directly to the Audit Committee. For each Fund, the Audit Committee met three times during the fiscal year ended June 30, 2022.

For each Fund, the Nominating and Corporate Governance Committee is comprised of Messrs. Carter, Hutchens, Oakes and Swanson. Mr. Carter is the Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for identifying and recommending to the Board of Directors individuals believed to be qualified to become members of the Board of Directors in the event that a position is vacated or created. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee will take into consideration the needs of the Board of Directors, the qualifications of the candidate and the interests of stockholders. Stockholders wishing to recommend candidates to the Nominating and Corporate Governance Committee should submit such recommendations to the Secretary of each Fund at the principal executive office of the Fund, who will forward the recommendations to the committee for consideration. The submission must include: (i) whether the shareholder proposing such nominee believes the proposed nominee is, or is not, an “interested person”, (ii) the name and address, as they appear on the Fund’s books, of the shareholder proposing such business or nomination, (iii) a representation that the shareholder is a holder of record of Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such nomination; (iv) whether the shareholder plans to deliver or solicit proxies from other stockholders; (v) the class and number of Shares of the capital stock of the Fund, which are beneficially owned by the shareholder and the proposed nominee to the Board; (vi) any material interest of the shareholder or nominee in such business; (vii) the extent to which such shareholder (including such shareholder’s principals) or the proposed nominee to the Board has entered into any hedging transaction or other arrangement with the effect or intent of mitigating or otherwise managing profit, loss or risk of changes in the value of the Shares or the daily quoted market price of the Fund held by such shareholder (including the shareholder’s principals) or the proposed nominee, including independently verifiable information in support of the foregoing; (viii) any substantial interest, direct or indirect, of such shareholder or the proposed nominee in the Fund other than interest arising from ownership of Common Shares; (ix) to the extent known by such shareholder, the name and address of any other shareholder supporting the proposed nominee; (x) the nominee holder for, and number of, Common Shares owned beneficially but not of record by such shareholder; (xi) the investment strategy or objective, if any, of such shareholder who is not an individual and a copy of the prospectus, offering memorandum, or similar document, if any; and (xii) such other information regarding such nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to Regulation 14A under the 1934 Act. Each eligible shareholder or shareholder group may submit no more than one Independent Director nominee each calendar year. The Nominating and Corporate Governance Committee has not determined any minimum qualifications necessary to serve as a director of each Fund. The Nominating and Corporate Governance Committee operates pursuant to the Nominating and Corporate Governance Committee Charter that is reviewed and approved annually. For each Fund (other than RFMZ), the Nominating and Governance Committee met two times during the fiscal year ended June 30, 2022. For RFMZ, the Nominating and Governance Committee met one time during the fiscal year ended June 30, 2022.

During the fiscal year ended June 30, 2022, the Boards of RMI, RMM, RFM and RFMZ met four times, the Board of RSF met five times and the Board of OPP met seven times. Each Director then serving in such capacity attended at least 75% of the meetings of Directors and of any Committee of which he is a member.

The Funds do not require the Directors to attend annual meetings of stockholders.

Director Qualifications.

Interested Directors

Mr. Patrick Galley is the Chief Executive Officer and Chief Investment Officer for each Fund’s investment adviser. He is also the President and a portfolio manager of each Fund. His knowledge regarding the investment strategy of each Fund, more specifically the closed-end mutual fund industry, makes him uniquely qualified to serve as each Fund’s President.

Mr. Raio has many years of experience in the securities industry, including management roles in the banking and investment management industries. He has more than 15 years of experience in equity capital markets, having worked on the retail syndicate desks at both Citigroup and Morgan Stanley. Since 2018, he has served as President and CEO of Arbor Lane Advisors, Inc. He served as the Managing Director and Head of Retail Origination for Wells Fargo Securities, LLC from 2005 to 2018. Prior to working at Wells Fargo, he served as Director and Head of Closed-End Funds for Citigroup Asset Management. He also serves on the Board of each of FLX Distribution; Qudos Technologies; and Quantify Crypto. He was selected to serve as a Director of the Fund based on his business, financial services and investment management experience.

Independent Directors

Mr. John K. Carter possesses extensive mutual fund industry experience. Mr. Carter served as a Business Unit Head at Transamerica Asset Management, a subsidiary of Aegon, N.V. Mr. Carter oversaw the mutual fund servicing, operations and advisory services for Transamerica’s approximately 120 mutual funds. He also served as a compliance officer. Mr. Carter brings experience managing a large mutual fund complex, including experience overseeing multiple sub-advisers. Mr. Carter is currently an attorney in private practice and was previously an investment management attorney with experience as in-house counsel, serving with the SEC and in private practice with a large law firm. The Board feels Mr. Carter’s industry-specific experience, including as a chairman of another fund complex, as a compliance officer and as an experienced investment management attorney will be valuable to the Board, particularly when dealing with legally complex issues.

Mr. John S. Oakes has many years of experience in the securities industry. His background includes extensive management and leadership roles in both the brokerage and banking businesses. Additionally, he had served on the Board of Directors of another registered investment company, including serving as its Chairman. The Board feels Mr. Oakes’ industry and board experience adds an operational perspective to the Board and his experience in marketing can assist the Fund in its efforts to expand into different distribution channels.

Mr. Hutchens was President and CEO of the University of Colorado (CU) Foundation from April 2006 to December 2012 and Executive Director for the CU Real Estate Foundation from April 2009 to December 2012. Prior to these positions, Mr. Hutchens spent over 30 years in the banking industry, retiring as Chairman of Chase Bank Colorado. Mr. Hutchens is a graduate of the University of Colorado Boulder’s School of Business and has done graduate study at Syracuse University and the University of Colorado. He was selected to serve as a Director of the Fund based on his business and financial services experience.

Mr. Swanson founded SwanDog Marketing, a marketing consulting firm to asset managers, in 2006. He currently serves as SwanDog’s Managing Partner. He has over 30 years of senior management and marketing experience, with approximately 20 years in financial services. Before joining SwanDog, Mr. Swanson most recently served as Executive Vice President and Head of Distribution for Calamos Investments, an investment management firm. He previously held positions as Chief Operating Officer of Van Kampen Investments, President of CEO of Scudder, Stevens & Clark, Canada, Ltd. And Managing Director and Head of Global Investment Products at Morgan Stanley. Mr. Swanson holds a Master of Management from the Kellogg Graduate School of Management at Northwestern University and a Bachelors in Journalism from Southern Illinois University. He was selected to serve as a Director of the Fund based on his business, financial services and investment management experience.

Risk Oversight.   Each Fund is confronted with a multitude of risks, such as investment risk, counterparty risk, valuation risk, political risk, risk of operational failures, business continuity risk, regulatory risk, legal risk and other risks not listed here. The Board of Directors recognizes that not all risks that may affect each Fund can be known, eliminated or even mitigated. In addition, there are some risks that may not be cost effective or an efficient use of each Fund’s limited resources to moderate. As a result of these realities, the Board of Directors, through its oversight and leadership, has and will continue to deem it necessary for stockholders to bear certain and undeniable risks, such as investment risk, in order for each Fund to operate in accordance with each Fund’s applicable Prospectus, Statement of Additional Information (“SAI”) and other related documents.

However, the Board of Directors has adopted on each Fund’s behalf a vigorous risk program that mandates each Fund’s various service providers, including the Adviser and any sub-advisers, to adopt a variety of processes, procedures and controls to identify various risks, mitigate the likelihood of adverse events from occurring and/or attempt to limit the effects of such adverse events on each Fund. The Board of Directors fulfills its leadership role by receiving a variety of quarterly written reports prepared by each Fund’s Chief Compliance Officer (“CCO”) that (i) evaluate the operation, policies and procedures of each Fund’s service providers, (ii) make known any material changes to the policies and procedures adopted by each Fund or its service providers since the CCO’s last report, and (iii) disclose any material compliance matters that occurred since the date of the last CCO report. In addition, the Independent Directors meet quarterly in executive sessions without the presence of any interested directors, the Adviser or sub-advisers, as applicable, or any of their affiliates. This configuration permits the Independent Directors to effectively receive the information and have private discussions necessary to perform their risk oversight role, exercise independent judgment and allocate areas of responsibility between the full Board of Directors, its committees and certain officers of each Fund. Furthermore, the Independent Directors have engaged independent legal counsel and auditors to assist the Independent Directors in performing their oversight responsibilities. As discussed above and in consideration of other factors not referenced herein, the Board of Directors has determined its leadership role concerning risk management as one of oversight and not active management of each Fund’s day-to-day risk management operations.

Compensation.   The Funds pay no salaries or compensation to their officers or to any interested Director employed by the Adviser, and each Fund has no employees. In addition, with respect to RMM, RFM and RFMZ only, the Adviser (not the Fund) is responsible for paying the Director compensation out of its unified management fee. For their services, the Directors of each Fund who are not employed by the Adviser receive an annual retainer in the amount of $16,500, and an additional $1,500 for attending each quarterly meeting of the Board. In addition, the lead Independent Director receives $250 annually, the Chair of the Audit Committee receives $500 annually and the Chair of the Nominating and Corporate Governance Committee receives $250 annually. The Directors who are not employed by the Adviser are also reimbursed for all reasonable out-of-pocket expenses relating to attendance at meetings of the Board. The following tables show compensation with respect to the Funds and the Fund Complex for the fiscal year ended June 30, 2022. Patrick W. Galley is an interested person of the Funds and employed by the Adviser and does not receive any compensation from the Funds.

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 June 30, 2022.

As of June 30, 2022, 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, during the 2022 fiscal year, the Audit Committee will review and discuss with management and the independent accountant (Cohen & Company, Ltd. (“Cohen”) in the case of OPP, RMI, RMM, RFM and RFMZ, and KPMG LLP (“KPMG”) in the case of RSF) for each Fund, the audited financial statements of each respective Fund as of and for the fiscal year ended June 30, 2022, and will discuss the audit of such financial statements with each Fund’s independent accountants.

In addition, the Audit Committee will discuss with each Fund’s 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 will also receive from each Fund’s independent registered public accounting firm the written disclosures and letters required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and discuss 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.

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 Fund’s 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 Fund’s independent registered public accounting firm. Accordingly, the Audit Committee’s 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 Committee’s considerations and discussions referred to above do not provide assurance that the audits of each Fund’s 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 Committee’s review and discussions of the audited financial statements of the Funds for the fiscal year ended June 30, 2022 with management and each Fund’s independent registered public accounting firm are set to occur prior to the issuance of each independent registered public accounting firm’s opinion on the financial statements and also at the Funds’ next scheduled Audit Committee meeting on August 9-10, 2022. At this meeting, the Audit Committee will be asked to ratify its recommendation to the Board with regards to the inclusion of the audited financial statements of the Funds for the fiscal year ended June 30, 2022 in the Annual Reports of the Funds. For the fiscal year ended June 30, 2022, the Audit Committee will discuss with Cohen and KPMG the matters required to be discussed by the applicable requirements of the PCAOB and will receive written affirmation of their independence pursuant to PCAOB Rule 3526.

Submitted by the Audit Committee of the Board of Directors

J. Wayne Hutchens

John K. Carter

John S. Oakes

David M. Swanson

Independent Registered Public Accounting Firms’ Fees

At the Funds’ next Audit Committee meeting occurring on August 9-10, 2022, Cohen will be approved to serve as the independent registered public accounting firm for each of OPP, RMI, RMM, 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 will be approved to serve as the independent registered public accounting firm for RSF for its current fiscal year, and acted as the independent registered public accounting firm for such 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 Fund’s independent registered public accounting firm will be present at the Annual Meeting; however, representatives of each Fund’s 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.

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:

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.

Pre-Approval

Each Fund’s 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. 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 2022 or 2021. The table above sets forth the aggregate non-audit fees billed by 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 the applicable Fund in 2022 or 2021. In recommending KPMG LLP as the independent registered public accounting firm for RSF, the Audit Committee considered the compensation paid to KPMG LLP for audit and non-audit services to the Adviser and the affiliates of the Adviser, and determined, taking into consideration the representation from KPMG LLP with respect to its independence, that such compensation was not incompatible with maintaining KPMG LLP’s independence.

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. Abstentions and broker non-votes 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 Fund’s Annual Meeting, each Fund’s 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 Fund’s 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 (33¹/₃%) of the voting power of each outstanding class of Shares entitled to vote on a matter. For the purposes of establishing whether a quorum is present, all Shares present and entitled to vote, including abstentions and 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 counted. 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 FUND’S NOMINEES.​ 

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:

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 Fund’s 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.

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 10, 2022 of each Fund are able to vote. For RSF and OPP only, Class II Director, J. Wayne Hutchens, is to be elected by record holders of both common shares and preferred shares, voting together as a single class. However, Class II Director, David M. Swanson, is to be elected by holders of RSF’s and OPP’s preferred shares only.

Shares represented by properly executed proxies, unless revoked before or at the Meeting, will be voted according to the stockholder’s 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 Fund’s 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.”

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.” The Preferred Shares of RSF are listed on the NYSE under the ticker symbol “RMPL.”

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.”

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 Fund’s 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 2023 annual meeting no earlier than April 23, 2023 or approximately 150 days prior to the first anniversary of the date of each Fund’s proxy statement and no later than May 23, 2023, or 120 days prior to the first anniversary of the date of each Fund’s 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 2023 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 Fund’s 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 Fund’s 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 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 that the following statement of changes in beneficial ownership on Form 4 for the listed person was filed late: with respect to RFMZ, Steve O’Neill (one filing, relating to two transactions; and with respect to RMMZ, Steve O’Neill (one filing, relating to five transactions). To the knowledge of each Fund, no stockholder of a Fund has filed under Section 16(a) as an owner of more than 10% of a registered class of a Fund’s equity securities.

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 Fund’s transfer agent, and affiliates of such transfer agent, the Adviser (or, for OPP, RMI, RMM, RFM and RFMZ, the Fund’s 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 RMM, RFM and RFMZ, these expenses will be paid by the Adviser out of its unitary management fee.

Stockholder Communications

Stockholders may mail written communications to each Fund’s Board, to committees of the 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 Board, the relevant Board’s 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 each Fund or its operations, management, activities, policies, service providers, Board, officers, stockholders or other matters relating to an investment in each 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 Fund’s 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 Fund’s 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, RFM and RFMZ.

ALPS Fund Services, Inc. serves as each Fund’s administrator. DST Systems, Inc., 333 W. 11th Street, Kansas City, Missouri 64105, serves as transfer, dividend paying and stockholder servicing agent for the Funds.​

Fiscal Year

Each Fund’s fiscal year 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.