RiverNorth Funds Seek Director Re-election at September 22 Annual Meeting

TL;DR

**Vote FOR the Board's recommended director slate; it's a standard re-election, nothing to see here but routine governance.**

AI Summary

RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (OPP) and seven other RiverNorth funds are holding a combined Annual Meeting of Stockholders on September 22, 2025, at 11:00 a.m. Eastern Time in West Palm Beach, Florida. The primary agenda is the election of Directors to the Board of each Fund. For OPP and RiverNorth Opportunities Fund, Inc. (RIV), two Class II Directors will be elected by all stockholders, and one Class III Director will be elected by Preferred Shares only. For the other six funds (RSF, RMI, RMM, RMMZ, RFM, RFMZ), two Class II Directors and one Class III Director will be elected by common stockholders. J. Wayne Hutchens is nominated for re-election as a Class II Director for all funds, with his term expiring in 2028. David M. Swanson is nominated for election and reclassification as a Class III Director for OPP and RIV, to be elected by preferred shareholders, with his term expiring in 2029. Jerry R. Raio, currently an Interested Director, is nominated for election and reclassification as a Class II Director for all funds. The Board of each Fund unanimously recommends voting FOR the election of all applicable nominees. Expenses for RIV, RMM, RMMZ, RFM, and RFMZ will be paid by the Adviser out of its unitary management fee.

Why It Matters

This DEF 14A filing outlines the routine but crucial annual election of directors for eight RiverNorth closed-end funds, including OPP. For investors, the composition of the Board directly influences governance, oversight, and strategic direction, impacting long-term fund performance and shareholder value. The reclassification of directors like David M. Swanson and Jerry R. Raio, and the specific voting rights for preferred shareholders in OPP and RIV, highlight the importance of understanding fund structure and governance. In a competitive asset management landscape, strong, independent board leadership is vital for maintaining investor confidence and ensuring the funds remain competitive against peers.

Risk Assessment

Risk Level: low — The filing primarily concerns the routine annual election of directors for eight RiverNorth funds, including OPP. There are no proposals indicating significant changes to fund strategy, management fees, or operational structure that would introduce new or elevated risks. The Board unanimously recommends the election of the nominees, suggesting a stable governance outlook.

Analyst Insight

Investors should review the nominated directors' backgrounds to ensure alignment with their investment philosophy, particularly for OPP and RIV where preferred shareholders have specific voting rights. While the Board recommends voting FOR, shareholders should still cast their vote to ensure quorum and participate in governance. This is a standard re-election, so no immediate portfolio adjustments are warranted based solely on this filing.

Key Numbers

• September 22, 2025 — Annual Meeting Date (Date when stockholders will vote on director elections)
• August 19, 2025 — Record Date (Date for determining stockholders eligible to vote at the Annual Meeting)
• 11:00 a.m. (Eastern Time) — Annual Meeting Time (Scheduled start time for the combined Annual Meeting)
• 8 — Number of Funds (Total number of RiverNorth Funds participating in the combined Annual Meeting)
• 3 — Director Classes (Number of classes into which each Fund's Board is divided, with staggered three-year terms)
• 2 — Class II Directors (Number of Class II Directors to be elected by all stockholders for OPP and RIV)
• 1 — Class III Director (Number of Class III Directors to be elected by Preferred Shares only for OPP and RIV)
• 2028 — Term Expiration Year (Year J. Wayne Hutchens' re-elected Class II Director term would expire)
• 2029 — Term Expiration Year (Year David M. Swanson's re-classified Class III Director term would expire)
• (866) 963-5819 — Computershare Toll-Free Number (Contact number for stockholder questions regarding proposals or voting)

Key Players & Entities

• RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (company) — Registrant and one of the Funds holding the Annual Meeting
• RiverNorth Capital Management, LLC (company) — Investment Adviser for the Funds and location of the Annual Meeting
• J. Wayne Hutchens (person) — Nominee for re-election as Class II Director for all Funds
• David M. Swanson (person) — Nominee for election and reclassification as Class III Director for OPP and RIV, currently Independent Director
• Jerry R. Raio (person) — Nominee for election and reclassification as Class II Director for all Funds, currently Interested Director
• Marcus L. Collins (person) — Secretary and Chief Compliance Officer of each Fund
• Computershare (company) — Contact for stockholder questions regarding proposals or voting process
• $0.0001 (dollar_amount) — Par value per share for common and preferred shares of the Funds
• 4.375% (percentage) — Coupon rate for OPP Series A Cumulative Preferred Shares
• 4.75% (percentage) — Coupon rate for OPP Series B Cumulative Preferred Shares

FAQ

Industry Context

The RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. operates within the closed-end fund industry, which is characterized by active management and strategies aimed at generating income and capital appreciation. These funds often employ leverage and invest in a variety of asset classes, including fixed income and equities, to enhance returns. The competitive landscape includes numerous other closed-end funds and open-end mutual funds offering similar investment objectives.

Regulatory Implications

As a registered investment company, the Fund is subject to the oversight of the Securities and Exchange Commission (SEC) and adheres to regulations such as the Investment Company Act of 1940. The DEF 14A filing itself is a regulatory requirement for soliciting shareholder votes. Changes in fund governance, such as director elections, are critical for ensuring compliance and maintaining shareholder confidence.

What Investors Should Do

1. Review the proxy statement carefully to understand the proposals, particularly the election of Directors.
2. Vote your shares by the deadline to ensure your voice is heard in the governance of the Fund.
3. Contact Computershare at (866) 963-5819 if you have any questions regarding the proposals or the voting process.

Key Dates

• 2025-09-22: Combined Annual Meeting of Stockholders — Stockholders will vote on the election of Directors to the Board of each Fund.
• 2025-08-19: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-08-29: Mailing of Proxy Materials — Stockholders receive the Notice of Annual Meeting, proxy statement, and proxy card.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document is the proxy statement for the RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. and other related funds, outlining the agenda for their annual meeting.)

Class II Directors

Directors whose terms expire in a specific year, forming one of three classes with staggered, three-year terms. (Two Class II Directors are up for election for all funds, with specific nominees for OPP and RIV.)

Class III Director

Directors whose terms expire in a different year than Class I or Class II, forming another class with staggered, three-year terms. (One Class III Director is up for election for OPP and RIV, to be elected by preferred shareholders only.)

Preferred Shares

A class of stock that has a higher claim on assets and earnings than common stock, often with fixed dividends and no voting rights, but in this case, they have voting rights for Class III Directors. (Holders of Preferred Shares for OPP and RIV will vote exclusively on the election of the Class III Director.)

Independent Director

A director who has no material relationship with the company, its affiliates, or its management, ensuring objective oversight. (The filing mentions that J. Wayne Hutchens and David M. Swanson are Independent Directors, which is relevant for assessing board independence.)

Adviser

The entity responsible for managing the fund's investments and operations, in this case, RiverNorth Capital Management, LLC. (The Adviser will pay for certain expenses related to the proxy filing for specific funds.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting focused on director elections and does not contain comparative financial performance data against a prior year. Therefore, a comparison of key metrics like revenue growth or margins is not applicable based on the provided text.

Key Financial Figures

• $0.0001 — ommon shares with a par value of $0.0001 per share. OPP has two classes of stock

Filing Documents

• fp0095144-1_def14a.htm (DEF 14A) — 366KB
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• 0001398344-25-016671.txt ( ) — 2770KB

From the Filing

DEF 14A 1 fp0095144-1_def14a.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy 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: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] 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. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 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,

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