RMI RiverNorth Opportunistic Municipal Income Fund Inc

Joint Proxy Statement

November 22, 2019

This Joint Proxy Statement and the enclosed proxy card will first be mailed to stockholders on or about November 22, 2019.

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. (the “Strategic Opportunity Fund”), RiverNorth Marketplace Lending Corporation (the “Marketplace Lending Fund”) and RiverNorth Opportunistic Municipal Income Fund, Inc. (the “Municipal Income Fund”) (each a “Fund” and collectively, the “Funds”), each a Maryland corporation, for use at the Annual Meeting of Stockholders of each Fund to be held on December 16, 2019, at 10:00 a.m. Central Time, at the offices of RiverNorth Capital Management, LLC, each Fund’s investment adviser (the “Adviser”), 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654, and at any adjournments or postponements thereof  (for each Fund, an “Annual Meeting” and collectively, the “Annual Meetings”). A Notice of Annual Meetings of Stockholders and a proxy card accompany this Joint Proxy Statement. 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 November 15, 2019 has been fixed as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at each Annual Meeting. The Strategic Opportunity Fund has one class of stock: common shares with a par value of $0.0001 per share. The Marketplace Lending Fund has two classes of stock: common shares with a par value of $0.0001 per share and preferred shares with a par value of $0.0001 per share. The Municipal Income Fund has one class of stock: common shares with 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 the Marketplace Lending Fund 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. The following table indicates which stockholders are solicited with respect to each matter:

Important Notice Regarding the Availability of Proxy Materials for the Annual Meetings To Be Held on December 16, 2019. This Joint Proxy Statement is available on the Internet at: http://www.viewproxy.com/​RiverNorth/2019. Each Fund’s most recent annual and semi-annual reports, including their annual reports for the fiscal year ended June 30, 2019, are available on the Internet at: (1) https://www.rivernorth.com/pdf/rivernorth.opp.annual.report.pdf and (2) https://www.rivernorth.com/pdf/rivernorth.opp.semi.annual.report.pdf for the Strategic Opportunity Fund; (1) https://www.rivernorth.com/pdf/rivernorth.rsf.annual.report.pdf and (2) https://www.rivernorth.com/pdf/rivernorth.rmplx.semi.annual.report.pdf for the Marketplace Lending Fund; and (1) https://www.rivernorth.com/pdf/rivernorth.rmi.annual.report.pdf and (2) https://www.rivernorth.com/pdf/rivernorth.rmi.semi.annual.report.pdf for the Municipal Income Fund. Each Fund will furnish, without charge, copies of their most recent annual and semi-annual reports to any stockholder upon request. To request a copy, please write to RiverNorth Capital Management, LLC at 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654, or call toll-free 1-800-646-0148.

You may call 1-800-646-0148 for information on how to obtain directions to be able to attend your Fund’s Annual Meeting and vote in person.

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. 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.

Common Shares of the Strategic Opportunity Fund are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “OPP.” Common Shares of the Marketplace Lending Fund are listed on the NYSE under the ticker symbol “RSF.” The Preferred Shares of the Marketplace Lending Fund are listed on the NYSE under the ticker symbol “RMPL.” Common Shares of the Municipal Income Fund are listed on the NYSE under the ticker symbol “RMI.”

To the knowledge of each Board, 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 Securities and Exchange Commission (“SEC”) by stockholders. Each Fund does not have any knowledge of the identity of the ultimate beneficiaries of the Shares listed below.

Proposal 1: Election of Directors

The proposal relates to the election of certain of the Directors of each Fund.

Under the organizational documents of the Strategic Opportunity Fund, 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 first, second and third 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 the Strategic Opportunity Fund, 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 Class II Directors for a term expiring at the annual meeting of stockholders in 2022 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 Raio (the Class III Directors) are current and continuing Directors.

On August 20, 2019, the Board approved an amendment to the organizational documents of the Marketplace Lending Fund to divide the Board into three classes of Directors serving staggered three year terms (the “Amendment”). The initial terms of the first, second and third classes of Directors will expire at the annual meeting of stockholders in 2020, 2021 and 2022, 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. 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 the Marketplace Lending Fund:

(i) one (1) Class I Director, one (1) Class II Director and two (2) Class III Directors are to be elected by holders of Common Shares and Preferred Shares, voting together as a single class. Class I Director John K. Carter has been designated as a nominee for Class I Directors for a term expiring at the annual meeting of stockholders in 2021 or until his successor has been duly elected and qualifies. Class II Director J. Wayne Hutchens has been designated as a nominee for Class II Directors for a term expiring at the annual meeting of stockholders in 2022 or until his successor has been duly elected and qualifies. Class III Directors Patrick W. Galley and Jerry Raio have been designated as nominees for Class III Directors for a term expiring at the annual meeting of stockholders in 2020 or until their successors have been duly elected and qualify.

(ii) one (1) Class I Director and one (1) Class II Director are to be elected by holders of Preferred Shares only, voting separately as a single class. Class I Director John S. Oakes has been designated as a nominee for Class I Directors for a term expiring at the annual meeting of stockholders in 2021 or until his successor has been duly elected and qualifies. Class II Director David M. Swanson has been designated as a nominee for Class II Directors for a term expiring at the annual meeting of stockholders in 2022 or until his successor has been duly elected and qualifies.

Municipal Income Fund

Under the organizational documents of the Municipal Income Fund, 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 first, second and third 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 the Municipal Income Fund, 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 Class II Directors for a term expiring at the annual meeting of stockholders in 2022 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 Raio (the Class III Directors) are current and continuing Directors.

The Board of each Fund Unanimously Recommends that Stockholders Vote FOR the election of the applicable nominees.

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 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654.

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. Patrick Galley to more effectively carry out these liaison activities. The Board of Directors also believes 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 NYSE. 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 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 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 SEC for inclusion in each Fund’s annual proxy statement. The Audit Committee operates pursuant to the Audit Committee Charter that was most recently reviewed and approved by the Board of Directors on August 20, 2019. 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 shareholders. The independent accountants for each Fund reports directly to the Audit Committee. For the Strategic Opportunity Fund and the Marketplace Lending Fund, the Audit Committee met three times during the fiscal year ended June 30, 2019. For the Municipal Income Fund, the Audit Committee met two times during the fiscal year ended June 30, 2019.

For each Fund, the Nominating and Corporate Governance Committee is comprised of Messrs. Carter, Hutchens, and Oakes. 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 Governance Committee will consider director candidates recommended by shareholders. In considering candidates submitted by shareholders, 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 shareholders. Shareholders wishing to recommend candidates to the Nominating and Corporate Governance Committee should submit such recommendations in accordance with the Bylaws to the Secretary of each Fund, who will forward the recommendations to the committee for consideration. The submission must include: (i) a brief description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the annual or special meeting, (ii) the name and address, as they appear on the Fund’s books, of the stockholder proposing such business or nomination, (iii) a representation that the stockholder 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 stockholder 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 stockholder and the proposed nominee to the Board; (vi) any material interest of the stockholder or nominee in such business; (vii) the extent to which such stockholder (including such stockholder’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 stockholder (including the stockholder’s principals) or the proposed nominee, including independently verifiable information in support of the foregoing; and (viii) such other information regarding such nominee proposed by such Stockholder 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 Governance Committee met one time during the fiscal year ended June 30, 2019.

During the fiscal year ended June 30, 2019, the Board of the Strategic Opportunity Fund met four times, the Board of the Marketplace Lending Fund met four times and the Board of the Municipal Income Fund met three 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.

Each Fund does not require the Directors to attend annual meetings of stockholders.

Trustee Qualifications.

Interested Director

Mr. Galley is the 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. He served as the Managing Director and Head of Retail Origination for Wells Fargo 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 was selected to serve as a Director of each Fund based on his business, financial services and investment management experience.

Independent Directors

Mr. Carter possesses extensive mutual fund industry experience. Mr. Carter was previously a President and Chief Executive Officer 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 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 of Directors 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 of Directors as each Fund continues to grow and deal with legally complex issues.

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 each Fund based on his business and financial services experience.

Mr. Oakes has many years of experience in the securities industry. Additionally he had served on the board of directors of another registered investment company, including serving as its chairman. The Board of Directors feels Mr. Oakes’ industry and board experience adds an operational perspective to the Board of Directors and his experience in marketing can assist each Fund in its efforts to expand into different distribution channels.

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 and 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 each 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 shareholders 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, as required under the 1940 Act, 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 Sub-adviser, 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-adviser, 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. Each Fund pays no salaries or compensation to any of the interested directors or officers that are employees of the Adviser, and each Fund has no employees. The Directors of each Fund who are not employees of the Adviser receive an annual retainer of $16,500, and an additional $1,500 for attending each meeting of the Board of Directors. 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 are also reimbursed for all reasonable out-of-pocket expenses relating to attendance at meetings of the Board of Directors. The following table shows compensation from each Fund for the fiscal year ended June 30, 2019. Patrick W. Galley, as an employee of the Adviser, does not receive any compensation from the Funds.

As of November 15, 2019, 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.