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

TL;DR

**Vote FOR the director nominees to maintain board stability across RiverNorth's eight funds, but don't expect any major strategic shifts.**

AI Summary

RIVERNORTH OPPORTUNITIES FUND, INC. (RIV-PA) is holding a combined Annual Meeting of Stockholders on September 22, 2025, to elect Directors across eight RiverNorth funds. For RIV, stockholders will elect two Class II Directors by all stockholders, voting together, and one Class III Director by Preferred Shares only. J. Wayne Hutchens and David M. Swanson are the existing Class II Directors whose terms expire in 2025. Hutchens is nominated for re-election as a Class II Director, while Swanson is nominated for election and reclassification as a Class III Director, to be elected by Preferred Shares only. Jerry R. Raio, an existing Class III Director, is nominated for election and reclassification as a Class II Director. The Board of each Fund unanimously recommends voting FOR the election of the applicable nominees. Expenses for RIV's proxy solicitation will be paid by RiverNorth Capital Management, LLC out of its unitary management fee.

Why It Matters

This DEF 14A filing outlines the routine election of directors for RIVERNORTH OPPORTUNITIES FUND, INC. and seven other RiverNorth funds, which is crucial for maintaining corporate governance and oversight. Investors need to understand the proposed board composition, particularly the reclassification of directors like David M. Swanson and Jerry R. Raio, as board stability and expertise directly impact fund performance and strategic direction. The unanimous board recommendation for the nominees suggests a unified front, but shareholders should still review the qualifications of each director. This election ensures the continued operation and management of these funds in a competitive closed-end fund market.

Risk Assessment

Risk Level: low — The filing primarily concerns the routine election of directors, with the Board of each Fund unanimously recommending the nominees. There are no indications of contested elections, significant changes in fund strategy, or financial distress. The reclassification of directors like David M. Swanson and Jerry R. Raio is a procedural board restructuring, not a high-risk event.

Analyst Insight

Investors should review the qualifications of the nominated directors, J. Wayne Hutchens, David M. Swanson, and Jerry R. Raio, to ensure they align with their investment philosophy. Given the unanimous board recommendation and the routine nature of the election, a vote 'FOR' the nominees is a straightforward action to support current governance, but investors should still cast their vote to ensure quorum.

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)
• 11:00 a.m. (Eastern Time) — Annual Meeting Time (Scheduled start time for the Annual Meeting)
• 3 — Number of Director Classes (Each Fund's Board is divided into three classes with staggered three-year terms)
• 2 — Class II Directors for RIV (Number of Class II Directors to be elected by all RIV stockholders)
• 1 — Class III Director for RIV (Number of Class III Directors to be elected by RIV Preferred Shares only)
• 866-963-5819 — Computershare Toll-Free Number (Contact for voting process questions)
• $0.0001 — Par Value per Share (Par value for Common and Preferred Shares of RIV)

Key Players & Entities

• RIVERNORTH OPPORTUNITIES FUND, INC. (company) — Registrant and one of the Funds holding the Annual Meeting
• RiverNorth Capital Management, LLC (company) — Investment Adviser to the Funds and payer of RIV's proxy solicitation expenses
• J. Wayne Hutchens (person) — Nominee for re-election as Class II Director for RIV
• David M. Swanson (person) — Nominee for election and reclassification as Class III Director for RIV (Preferred Shares only)
• Jerry R. Raio (person) — Nominee for election and reclassification as Class II Director for RIV
• Marcus L. Collins (person) — Secretary and Chief Compliance Officer of each Fund
• Computershare (company) — Contact for stockholder questions regarding proposals or voting process
• SEC (regulator) — Securities and Exchange Commission
• RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (company) — One of the Funds holding the Annual Meeting
• RiverNorth Capital and Income Fund, Inc. (company) — One of the Funds holding the Annual Meeting

FAQ

Industry Context

The RiverNorth Opportunities Fund, Inc. (RIV) operates within the closed-end fund industry, which is characterized by a diverse range of investment strategies, including income generation and capital appreciation. These funds often face competition from other closed-end funds, open-end mutual funds, and ETFs, all vying for investor capital. Industry trends include a focus on active management, specialized asset classes, and shareholder engagement, particularly around board elections and governance.

Regulatory Implications

As a registered investment company, RIV is subject to regulations under the Investment Company Act of 1940 and SEC rules, including proxy solicitation requirements. The DEF 14A filing ensures compliance with disclosure obligations for shareholder meetings. Changes in board composition or governance can also be influenced by regulatory scrutiny and investor protection mandates.

What Investors Should Do

1. Vote on Director Elections
2. Review Director Nominee Information
3. Vote by Mail or Proxy

Key Dates

• 2025-09-22: Combined Annual Meeting of Stockholders — Stockholders will vote on the election of Directors for eight RiverNorth funds, including RIV. This is the primary event for shareholder governance.
• 2025-08-19: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting. Investors holding shares on this date will have voting rights.
• 2025-08-29: Mailing of Notice of Annual Meeting, Proxy Statement, and Proxy Card — Informs stockholders of the meeting details and proposals, providing them with the necessary materials to cast their vote.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting, such as the election of directors. (This document is the proxy statement for the RiverNorth Opportunities Fund, Inc. (RIV) and related funds, outlining the proposals and providing information for stockholders to make informed voting decisions.)

Class II Directors

In a staggered board structure, directors are divided into classes with overlapping terms. Class II directors have terms that expire in a particular year, and their seats are up for election. (Two Class II Directors are up for election for RIV, with specific nominees proposed for re-election and reclassification.)

Class III Director

Similar to Class II Directors, Class III directors are part of a staggered board structure, with their terms expiring in a different year than Class I or Class II directors. (One Class III Director is up for election for RIV, to be elected by Preferred Shares only, with a nominee proposed for election and reclassification.)

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 specific voting rights for director elections. (Holders of RIV's Preferred Shares have exclusive voting rights for the election of one Class III Director.)

Par Value per Share

The nominal or face value of a share of stock, as stated in the corporate charter. It is often a very small amount and does not reflect the market value of the stock. (The par value for RIV's Common and Preferred Shares is $0.0001, a standard nominal value for fund shares.)

Year-Over-Year Comparison

This filing is a proxy statement for an annual meeting and does not contain comparative financial performance data against a prior year's filing. The focus is on upcoming director elections and procedural matters, rather than a review of financial results. Information regarding changes in revenue, margins, or new risks would typically be found in an annual report (10-K) or semi-annual report (10-Q), not a DEF 14A.

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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