DEF 14A 1 fp0095144-1_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]

Preliminary Proxy Statement.

[ ]

Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

[X]

Definitive Proxy Statement.

[ ]

Definitive Additional Materials.

[ ]

Soliciting Material Pursuant to § 240.14a-12.

RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.

RiverNorth Capital and Income Fund, Inc.

RiverNorth Opportunities Fund, Inc.

RiverNorth Opportunistic Municipal Income Fund, Inc.

Rivernorth managed duration municipal income fund, inc.

Rivernorth managed duration municipal income fund II, inc.

Rivernorth Flexible municipal income fund, inc.

RiverNorth Flexible Municipal Income FUnd II, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]

No fee required.

[ ]

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(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.

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RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.

RIVERNORTH CAPITAL AND INCOME FUND, INC.

RIVERNORTH OPPORTUNITIES FUND, INC.

RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC.

RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC.

RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND II, INC.

RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC.

RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND II, INC.

360 South Rosemary Avenue

Suite 1420

West Palm Beach, Florida 33401

NOTICE OF Annual MEETING OF stockholders

To be held September 22, 2025

RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (“OPP”), RiverNorth Opportunities Fund, Inc. (“RIV”), RiverNorth Capital and Income Fund, Inc. (“RSF”), RiverNorth Opportunistic Municipal Income Fund, Inc. (“RMI”), RiverNorth Managed Duration Municipal Income Fund, Inc. (“RMM”), RiverNorth Managed Duration Municipal Income Fund II, Inc. (“RMMZ”), RiverNorth Flexible Municipal Income Fund, Inc. (“RFM”), RiverNorth Flexible Municipal Income Fund II, Inc. (“RFMZ” and, together with OPP, RIV, RSF, RMI, RMM, RMMZ, and RFM, the “Funds”) each a Maryland corporation, will host a combined Annual Meeting of Stockholders on September 22, 2025 at the offices of RiverNorth Capital Management, LLC, 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401, at 11:00 a.m. (Eastern Time) (the “Annual Meeting” or “Meeting”). The Annual Meeting is being held so that stockholders can consider the following proposals:

To elect Directors to the Board of Directors (each a “Board”) of each Fund as outlined below:

For OPP:

‒

to elect two (2) Class II Directors by all stockholders, voting together; and

‒

to elect one (1) Class III Director by Preferred Shares only.

For RIV:

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to elect two (2) Class II Directors by all stockholders, voting together; and

‒

to elect one (1) Class III Director by Preferred Shares only.

For RSF, to elect two (2) Class II Directors and one (1) Class III Director.

For RMI, to elect two (2) Class II Directors and one (1) Class III Director.

For RMM, to elect two (2) Class II Directors and one (1) Class III Director.

For RMMZ, to elect two (2) Class II Directors and one (1) Class III Director.

For RFM, to elect two (2) Class II Directors and one (1) Class III Director.

For RFMZ, to elect two (2) Class II Directors and one (1) Class III Director.

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

THE BOARD of directors of each fund UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF THE APPLICABLE NOMINEES.

Stockholders of record of each Fund at the close of business on August 19, 2025 are entitled to notice of and to vote at the Annual Meeting and any adjournment(s) thereof. The Notice of the Annual Meeting of Stockholders, proxy statement and proxy card is being mailed on or about August 29, 2025 to such stockholders of record.

By Order of the Boards of Directors,
/s/ Marcus L. Collins
Marcus L. Collins
Secretary and Chief Compliance
Officer of each Fund

August 26, 2025

YOUR VOTE IS IMPORTANT

You can vote easily by mail. Just follow the simple instructions that appear on your proxy card. Please help the Funds reduce the need to conduct telephone solicitation and/or follow-up mailings by voting today.

RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.

RIVERNORTH CAPITAL AND INCOME FUND, INC.

RIVERNORTH OPPORTUNITIES FUND, INC.

RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC.

RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC.

RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND II, INC.

RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC.

RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND II, INC.

August 26, 2025

To the Stockholders of the Above Funds,

Thank you for your investment in the Funds. You are invited to attend a joint annual meeting of stockholders (the “Annual Meeting” or “Meeting”) of RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (“OPP”), RiverNorth Opportunities Fund, Inc. (“RIV”), RiverNorth Capital and Income Fund, Inc. (“RSF”), RiverNorth Opportunistic Municipal Income Fund, Inc. (“RMI”), RiverNorth Managed Duration Municipal Income Fund, Inc. (“RMM”), RiverNorth Managed Duration Municipal Income Fund II, Inc. (“RMMZ”), RiverNorth Flexible Municipal Income Fund, Inc. (“RFM”) and RiverNorth Flexible Municipal Income Fund II, Inc. (“RFMZ” and, together with OPP, RIV, RSF, RMI, RMM, RMMZ and RFM, the “Funds”). The Meeting will occur on September 22, 2025 at the offices of the Funds’ investment adviser, RiverNorth Capital Management, LLC (“RiverNorth” or the “Adviser”), 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida 33401. The Annual Meeting will be held at 10:00 a.m. (Eastern Time). Formal notice of the Meeting and the Joint Proxy Statement for the Meeting follows this letter.

At the Meeting, you are being asked to vote on the following matters and to transact such other business, if any, as may properly come before the meeting:

To elect Directors to the Board of Directors (each a “Board”) of each Fund as outlined below:

For OPP:

‒

to elect two (2) Class II Directors by all stockholders, voting together; and

‒

to elect one (1) Class III Director by Preferred Shares only.

For RIV:

‒

to elect two (2) Class II Directors by all stockholders, voting together; and

‒

to elect one (1) Class III Director by Preferred Shares only.

For RSF, to elect two (2) Class II Directors and one (1) Class III Director.

For RMI, to elect two (2) Class II Directors and one (1) Class III Director.

For RMM, to elect two (2) Class II Directors and one (1) Class III Director.

For RMMZ, to elect two (2) Class II Directors and one (1) Class III Director.

For RFM, to elect two (2) Class II Directors and one (1) Class III Director.

For RFMZ, to elect two (2) Class II Directors and one (1) Class III Director.

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) 963-5819.

Sincerely,
/s/ Marcus L. Collins
Marcus L. Collins
Secretary and Chief Compliance Officer of each Fund

SUMMARY OF IMPORTANT INFORMATION CONTAINED
IN THIS PROXY STATEMENT

Why am I receiving this proxy statement?

You are being asked to vote on one important matter affecting the Funds, as follows:

(1)

To elect Directors to the Board of each Fund as outlined below:

For OPP:

‒

to elect two (2) Class II Directors by all stockholders, voting together; and

‒

to elect one (1) Class III Director by Preferred Shares only.

For RIV:

‒

to elect two (2) Class II Directors by all stockholders, voting together; and

‒

to elect one (1) Class III Director by Preferred Shares only.

For RSF, to elect two (2) Class II Directors and one (1) Class III Director.

For RMI, to elect two (2) Class II Directors and one (1) Class III Director.

For RMM, to elect two (2) Class II Directors and one (1) Class III Director.

For RMMZ, to elect two (2) Class II Directors and one (1) Class III Director.

For RFM, to elect two (2) Class II Directors and one (1) Class III Director.

For RFMZ, to elect two (2) Class II Directors and one (1) Class III Director.

Why am I being asked to vote?

Each Fund is required to hold an annual meeting of stockholders for the election of members of the Board. Each Fund’s Board is divided into three classes, each class having a term of three years. Each year, the term of office for one class will expire.

For each Fund, the Class II Directors’ terms are up for election. J. Wayne Hutchens and David M. Swanson are the existing Class II Directors whose terms are expiring in 2025. J. Wayne Hutchens has been designated as nominee for re-election as a Class II Director for each Fund, and David M. Swanson has been designated as nominee for election and reclassification as a Class III Director for each Fund. Existing Class III Director, Jerry R. Raio, has been designated as nominee for election and reclassification as a Class II Director for each Fund alongside J. Wayne Hutchens.

More information about the Directors is available in the Joint Proxy Statement.

Who can vote on this proposal?

Stockholders of record at the close of business on August 19, 2025 of each Fund are able to vote.

For RIV and OPP only, Class II Director nominees, Jerry R. Raio and J. Wayne Hutchens, are to be elected by holders of both common shares and preferred shares, voting together as a single class. Class III Director nominee, David M. Swanson, is to be elected by holders of preferred shares only.

How many of the proposed individuals will be Independent Directors if re-elected?

J. Wayne Hutchens and David M. Swanson are currently Independent Directors and will remain Independent Directors if re-elected by stockholders. Jerry R. Raio is currently an Interested Director and will remain an Interested Director if re-elected by stockholders.

When will the proposed individuals take office?

Jerry R. Raio, J. Wayne Hutchens and David M. Swanson are currently Directors and are expected to continue serving on each respective Fund’s Board following re-election at the Annual Meeting.

What stockholder vote is required for the election of Directors to the Board of each Fund?

For each Fund, the affirmative vote of a plurality of the votes cast at the Annual Meeting will be required to elect the specified nominees as Directors of that Fund, provided a quorum is present. A “plurality of votes cast” means that the specified nominees receiving the highest numbers of affirmative votes cast, whether or not such votes constitute a majority, will be elected at the Annual Meeting. Abstentions or broker non-votes will not be counted as votes cast and will have no effect on the approval of the proposal to elect Directors.

How does the Board recommend that I vote?

The Board recommends that you vote FOR the proposal for the election of the Directors to the Board of each Fund as outlined in the Joint Proxy Statement.

I have only a few shares — does my vote matter?

Your vote is important. If many stockholders choose not to vote, the Funds might not receive enough votes to reach a quorum to hold the Meeting. If it appears that there will not be a quorum, the Funds would have to send additional mailings or otherwise solicit stockholders to try to obtain more votes.

What is the deadline for submitting my vote?

We encourage you to vote as soon as possible to make sure that the Funds receive enough votes to act on the proposals. Unless you attend the Meeting to vote in person, your vote (cast by paper proxy cards as described below) must be received by the Funds for the Annual Meeting by 11:00 a.m. (Eastern Time).

Who is eligible to vote?

Stockholders of record at the close of business on August 19, 2025 of each Fund are able to vote.

For OPP and RIV only, Class II Director nominees, Jerry R. Raio and J. Wayne Hutchens, are to be elected by holders of both common shares and preferred shares, voting together as a single class. Class III Director nominee, David M. Swanson, is to be elected by holders of preferred shares only.

How can I vote?

You may vote in any of two ways:

○

By mailing in your proxy cards.

○

In person at the Meeting at the offices of the RiverNorth Capital Management, LLC on September 22, 2025.

Who should I call if I have questions?

If you have any questions regarding the proposals or the voting process, please call Computershare toll-free at (866) 963-5819.

How should I sign the proxy cards?

You should sign your name exactly as it appears on the proxy cards. Unless you have instructed us otherwise, either owner of a joint account may sign the cards, but again, the owner must sign the name exactly as it appears on the cards. The proxy cards for accounts of which the signer is not the owner should be signed in a way that indicates the signer’s authority—for example, “Mary Smith, Custodian.”

Will the Funds pay for the proxy solicitation and related legal costs?

The expenses incurred in connection with preparing the Joint Proxy Statement and its enclosures will be paid by the Funds, except that for RIV, RMM, RMMZ, RFM and RFMZ, these expenses will be paid by the Adviser out of its unitary management fee.

RIVERNORTH/DOUBLELINE STRATEGIC OPPORTUNITY FUND, INC.

RIVERNORTH Capital and Income Fund, Inc.

RiverNorth opportunities Fund, Inc.

RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC.

RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC.

RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND II, INC.

RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC.

RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND II, INC.

360 South Rosemary Avenue

Suite 1420

West Palm Beach, Florida 33401

JOINT PROXY STATEMENT

ANNUAL MEETING OF Stockholders

to held on September 22, 2025 at 11:00 a.m. (Eastern Time)

Introduction

This Joint Proxy Statement is furnished in connection with the solicitation of proxies by the Boards of Directors (each a “Board” and collectively, the “Boards”) of RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (“OPP”), RiverNorth Opportunities Fund, Inc. (“RIV”), RiverNorth Capital and Income Fund, Inc. (“RSF”), RiverNorth Opportunistic Municipal Income Fund, Inc. (“RMI”), RiverNorth Managed Duration Municipal Income Fund, Inc. (“RMM”), RiverNorth Managed Duration Municipal Income Fund II, Inc. (“RMMZ”), RiverNorth Flexible Municipal Income Fund, Inc. (“RFM”) and RiverNorth Flexible Municipal Income Fund II, Inc. (“RFMZ” and, together with OPP, RIV, RSF, RMI, RMM, RMMZ and RFM, the “Funds”), each a Maryland corporation, for use at the Annual Meeting of Stockholders of each Fund (the “Annual Meeting” or “Meeting”) to be held on September 22, 2025, at 11:00 a.m. (Eastern Time), at the offices of RiverNorth Capital Management, LLC, each 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.

Proposal Number Proposal Description

SEC Form DEF 14A filed by RiverNorth Managed Duration Municipal Income Fund II Inc.