RiverNorth Funds Seek Board Re-election Amidst Staggered Terms

TL;DR

**Vote FOR the director nominees to maintain board continuity and stability across RiverNorth's funds.**

AI Summary

RiverNorth Capital & Income Fund, Inc. (RSF) and seven other RiverNorth funds are holding a combined Annual Meeting of Stockholders on September 22, 2025, in West Palm Beach, Florida. The primary agenda is the election of Directors to the Board of each Fund. For RSF, stockholders will elect two Class II Directors and one Class III Director. J. Wayne Hutchens is nominated for re-election as a Class II Director, while David M. Swanson is nominated for election and reclassification as a Class III Director. Jerry R. Raio, currently an Interested Director, is nominated for election and reclassification as a Class II Director. The Board of each Fund unanimously recommends voting FOR the election of these nominees. Stockholders of record as of August 19, 2025, are eligible to vote, with proxy materials mailed around August 29, 2025. Expenses for the proxy solicitation will be paid by the Funds, except for RIV, RMM, RMMZ, RFM, and RFMZ, where the Adviser will cover costs from its unitary management fee.

Why It Matters

This DEF 14A filing outlines the routine but crucial annual election of directors for RiverNorth Capital & Income Fund, Inc. (RSF) and its affiliated funds. For investors, the re-election of J. Wayne Hutchens and David M. Swanson as Independent Directors, alongside the reclassification of Jerry R. Raio as an Interested Director, impacts governance and oversight, which are vital for fund performance and investor confidence. The competitive landscape for closed-end funds demands strong, experienced leadership, and these elections ensure continuity in the strategic direction and management of the funds, affecting long-term shareholder value and operational stability.

Risk Assessment

Risk Level: low — The risk level is low as this filing primarily concerns routine director elections with unanimous board recommendations. There are no indications of contested elections, significant policy changes, or financial distress. The reclassification of directors, such as David M. Swanson moving to Class III and Jerry R. Raio to Class II, appears to be part of standard board staggering, not a contentious issue.

Analyst Insight

Investors should review the qualifications of the nominated directors, particularly the independent directors J. Wayne Hutchens and David M. Swanson, to ensure they align with their investment objectives. Vote FOR the recommended nominees to support board continuity and stability, as the board unanimously recommends.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

0%

Key Numbers

• September 22, 2025 — Annual Meeting Date (Date stockholders will vote on director elections)
• August 19, 2025 — Record Date (Date for determining eligible stockholders to vote)
• 2 — Class II Directors (Number of Class II Directors to be elected for RSF)
• 1 — Class III Director (Number of Class III Directors to be elected for RSF)
• 3 — Year Term (Term length for elected directors)
• 8 — Funds (Number of RiverNorth funds participating in the combined annual meeting)
• 11:00 a.m. (Eastern Time) — Meeting Time (Scheduled start time for the Annual Meeting)
• (866) 963-5819 — Computershare Toll-Free Number (Contact for voting process questions)

Key Players & Entities

• RiverNorth Capital & Income Fund, Inc. (company) — Registrant
• RiverNorth Capital Management, LLC (company) — Investment Adviser
• J. Wayne Hutchens (person) — Nominee for Class II Director, Independent Director
• David M. Swanson (person) — Nominee for Class III Director, Independent Director
• Jerry R. Raio (person) — Nominee for Class II Director, Interested Director
• Marcus L. Collins (person) — Secretary and Chief Compliance Officer of each Fund
• Computershare (company) — Proxy solicitation agent
• SEC (regulator) — Securities and Exchange Commission
• $0.0001 (dollar_amount) — Par value per common and preferred share
• August 19, 2025 (date) — Record Date for voting eligibility

FAQ

Industry Context

The RiverNorth Capital & Income Fund, Inc. operates within the closed-end fund industry, which often focuses on income generation and capital appreciation through various investment strategies. These funds compete for investor capital with other closed-end funds, open-end mutual funds, and exchange-traded funds (ETFs) that offer similar investment objectives. The industry is influenced by interest rate environments, market volatility, and investor demand for yield-oriented products.

Regulatory Implications

As a registered investment company, RSF is subject to extensive regulation by the SEC under the Investment Company Act of 1940. This DEF 14A filing is a mandatory disclosure document. Changes in regulations regarding fund governance, disclosure requirements, or shareholder voting could impact the operational and compliance landscape for RSF and its peers.

What Investors Should Do

1. Review the proxy statement carefully to understand the proposals, particularly the director nominees and their qualifications.
2. Vote your shares by the deadline to ensure your voice is heard in the election of directors and other matters.
3. Contact Computershare at (866) 963-5819 if you have any questions about the voting process or need assistance with your proxy card.

Key Dates

• 2025-09-22: 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 will receive proxy statements and proxy cards for voting.

Glossary

DEF 14A

A filing required by 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 and information about director nominees. (This document is the proxy statement for the RiverNorth Capital & Income Fund, Inc. and other RiverNorth funds, outlining the agenda for their joint annual meeting.)

Class II Directors

In a staggered board structure, directors are divided into classes, with each class typically serving a three-year term. Class II directors are one of these groups up for election. (RSF is electing two Class II Directors at this meeting.)

Class III Director

Similar to Class II Directors, Class III directors are part of a staggered board structure and are up for election in a different year than Class I or Class II directors. (RSF is electing one Class III Director at this meeting.)

Independent Director

A director who does not have a material relationship with the company (other than their role as a director) that could impair their independent judgment. (The filing mentions that J. Wayne Hutchens and David M. Swanson are Independent Directors, which is a key characteristic for board members.)

Interested Director

A director who has a relationship with the company or its affiliates that could potentially compromise their independence. (Jerry R. Raio is identified as an Interested Director, and his reclassification is part of the agenda.)

Proxy Statement

A document provided to shareholders before a meeting, containing information about the matters to be voted on, such as director elections, and recommendations from the board. (This DEF 14A filing serves as the proxy statement for the annual meeting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (August 19, 2025, is the record date for determining eligible voters for the September 22, 2025 meeting.)

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 primary focus is on the upcoming election of directors and the procedural aspects of the shareholder meeting, rather than a review of financial results or strategic changes.

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
• fp0095144-1_001.jpg (GRAPHIC) — 75KB
• fp0095144-1_002.jpg (GRAPHIC) — 79KB
• fp0095144-1_003.jpg (GRAPHIC) — 75KB
• fp0095144-1_004.jpg (GRAPHIC) — 83KB
• fp0095144-1_005.jpg (GRAPHIC) — 77KB
• fp0095144-1_006.jpg (GRAPHIC) — 82KB
• fp0095144-1_007.jpg (GRAPHIC) — 74KB
• fp0095144-1_008.jpg (GRAPHIC) — 80KB
• fp0095144-1_009.jpg (GRAPHIC) — 71KB
• fp0095144-1_010.jpg (GRAPHIC) — 81KB
• fp0095144-1_011.jpg (GRAPHIC) — 94KB
• fp0095144-1_012.jpg (GRAPHIC) — 101KB
• fp0095144-1_013.jpg (GRAPHIC) — 94KB
• fp0095144-1_014.jpg (GRAPHIC) — 105KB
• fp0095144-1_015.jpg (GRAPHIC) — 97KB
• fp0095144-1_016.jpg (GRAPHIC) — 95KB
• fp0095144-1_017.jpg (GRAPHIC) — 93KB
• fp0095144-1_018.jpg (GRAPHIC) — 95KB
• fp0095144-1_019.jpg (GRAPHIC) — 93KB
• fp0095144-1_020.jpg (GRAPHIC) — 95KB
• 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,

View Full Filing

View this DEF 14A filing on SEC EDGAR