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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT
INVESTMENT COMPANIES
811-23366
(Investment
Company Act File Number)
RiverNorth
Opportunistic Municipal Income Fund, Inc.
(Exact
Name of Registrant as Specified in Charter)
360
South Rosemary Avenue, Suite 1420
West
Palm Beach, FL 33401
(Address
of Principal Executive Offices)
Marcus
L. Collins, Esq.
RiverNorth
Capital Management, LLC
360
South Rosemary Avenue, Suite 1420
West
Palm Beach, FL 33401
(Name
and Address of Agent for Service)
(561)
484-7185
(Registrant’s
Telephone Number)
Date
of Fiscal Year End: June 30
Date
of Reporting Period: June 30, 2024
| Item
1. | Reports
to Stockholders. |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Table of Contents
Shareholder Letter |
2 |
Performance Overview |
4 |
Schedule of Investments |
9 |
Statement of Assets and Liabilities |
14 |
Statement of Operations |
15 |
Statements of Changes in Net Assets |
16 |
Statement of Cash Flows |
17 |
Financial Highlights |
20 |
Notes to Financial Statements |
23 |
Report of Independent Registered Public Accounting Firm |
39 |
Dividend Reinvestment Plan |
40 |
Summary of Updated Information Regarding the Fund |
42 |
Directors and Officers |
71 |
Additional Information |
76 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Shareholder Letter |
June 30, 2024 (Unaudited) |
Dear Fellow Shareholders,
We began last year’s letter recapping the
Federal Reserve’s (the “Fed”) historic lifting of short-term rates. Rising short term rates, combined with the relative
stickiness of longer-term rates caused the U.S. Treasury (“UST”) yield curve to invert. Fast forward one year, and the yield
curve remains inverted. At well over one year, this is the longest yield curve inversion in modern history. *
We believe that there does appear to be a light
at the end of the tunnel. As of this writing, the futures market is pricing in a 92% chance of at least one rate cut by the end of the
year and a 47% chance of two. However, with the 10-year UST yield currently trading at ~4.3%, it would actually require 5, 0.25% cuts
for the yield curve to be positively sloped.
Why does this matter? As we’ve mentioned
time and again, closed-end funds (“CEFs”) are highly sensitive to current levels of interest rates and expectations for changes
in rates. An inverted yield curve can be particularly challenging for CEFs that use short-term floating rate debt for their leverage facilities.
Further, many CEFs tend to invest in longer-term fixed income assets where they expect to earn a spread over their cost of borrowing.
An inverted yield curve makes that “carry trade” challenging. It’s our view that interest rates (both current and expected)
are a significant driver of CEF investor sentiment. The rate environment has been the biggest reason, in our opinion, why CEFs have been
trading at relatively wide discounts for nearly 3 years. These discounts have been particularly wide and persistent for municipal (“muni”)
CEFs which have seen discounts oscillate around the 90th percentile of wideness for the majority of these past 3 years.
In last year’s letter, we noted that CEF
investor sentiment appeared to be improving. One year later, and we believe that is still the case. CEF returns for the year ended June
30, 2024 have been generally good, although discounts have only narrowed ~4%. After a rash of distribution cuts in 2021 and 2022, we’re
seeing more CEFs raise distributions as opposed to cutting them. We’ll reiterate our view that the primary risks of investing in
CEFs today are rising longer term rates and economic weakness. Furthermore, the Fed has yet to declare victory in its fight to stabilize
inflation. Inflation remaining above the Fed’s comfort zone could be the driver of fewer than expected rate cuts (or even more rate
hikes).
As a refresher, the Fund allocates capital across
two distinct, complementary strategies: Tactical Municipal Closed-End Fund Strategy (managed by RiverNorth Capital Management, LLC) and
Municipal Bond Income Strategy (managed by MacKay Shields LLC ("MacKay")). The Fund’s Tactical Municipal CEF strategy
presents an opportunity to own municipal securities at a significant discount via the CEF wrapper relative to buying the assets directly.
Buying assets at a discount may provide enhanced yield and may be a potential source of alpha from discount narrowing. The Municipal Bond
Income strategy provides exposure to a bottom-up, actively managed portfolio of traditional municipal bonds overseen by MacKay.
On the topic of the income stream, we like to
remind our shareholders of the Fund’s level distribution policy (“LDP”) which is currently set at 6.75% of the end of
2023’s net asset value. We believe LDPs set an attractive, sustainable rate and are an important method of providing equitable liquidity
to shareholders at net asset value and also have a significant impact on how CEFs trade on the secondary market.
2 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Shareholder Letter |
June 30, 2024 (Unaudited) |
We are pleased to provide you with the following
2024 Annual Report. Please visit www.rivernorth.com for additional information. We thank you for your investment and trust in managing
your assets.
Respectfully,
RiverNorth Capital Management, LLC
Opinions and estimates offered constitute our judgment and are subject
to change.
| * | Note: as measured by the 10-year UST yield minus the 3-month T-Bill Yield. Similar results if you use the more conventional 10
year minus 2-year measure. |
DEFINITIONS
U.S. Treasuries are seen as a good example
of a risk-free investment because they are backed by the “full faith and credit” of the U.S. government. Treasury securities
are divided into three primary categories according to the length of maturity. These are Treasury Bills, Treasury Bonds, and Treasury
Notes.
The U.S. Treasury yield curve is a line
chart that allows for the comparison of the yields of short-term Treasury bills and the yields of long-term Treasury notes and bonds.
A carry trade is a trading strategy that
involves borrowing at a low-interest rate and investing in an asset that provides a higher rate of return.
Alpha is a measure of performance on a
risk-adjusted basis. The excess return of a fund relative to the return of the benchmark index is a fund’s alpha.
Annual Report | June 30, 2024 |
3 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Performance Overview |
June 30, 2024 (Unaudited) |
WHAT IS THE FUND’S INVESTMENT STRATEGY?
The RiverNorth Opportunistic Municipal Income
Fund, Inc. (the "Fund") seeks to provide current income exempt from regular U.S. federal income taxes (but which may be includable
in taxable income for purposes of Federal alternative minimum tax), with a secondary objective of total return.
The Fund’s Managed Assets (as defined in
Note 2 below) are allocated among two principal strategies: Tactical Municipal Closed End Fund (“CEF”) Strategy managed by
RiverNorth Capital Management, LLC (“RiverNorth”), and Municipal Bond Income Strategy managed by MacKay Shields LLC ("MacKay
Shields").
RiverNorth determines the portion of the Fund’s
assets to allocate to each strategy and may, from time to time, adjust the allocations. The Fund may allocate between 25% to 50% of its
Managed Assets to the Tactical Municipal CEF Strategy and 50% to 75% of its Managed Assets to the Municipal Bond Income Strategy.
The Tactical Municipal CEF Strategy typically
invests in municipal CEFs and exchange-traded funds (“ETFs”) seeking to derive value from the discount and premium spreads
associated with CEFs. The Municipal Bond Income Strategy primarily invests in municipal debt securities of any credit quality, including
securities that are rated below investment grade.
HOW DID THE FUND PERFORM RELATIVE TO ITS BENCHMARK DURING THE PERIOD?
PERFORMANCE as of June 30, 2024
|
|
Annualized |
|
TOTAL RETURN(1) |
1 Year |
3 Year |
5 Year |
Since
Inception(2) |
RiverNorth Opportunistic Municipal Income Fund - NAV(3) |
8.22% |
-2.99% |
1.82% |
4.48% |
RiverNorth Opportunistic Municipal Income Fund - Market Price(4) |
4.69% |
-3.93% |
1.44% |
2.99% |
Bloomberg U.S. Municipal Bond Index(5) |
3.21% |
-0.88% |
1.16% |
2.30% |
| (1) | Total returns assume reinvestment of all distributions. |
| (2) | The Fund commenced operations on October 25, 2018. |
| (3) | Performance returns are net of management fees and other Fund expenses. |
| (4) | Market price is the value at which the Fund trades on an exchange. This market price can be more or less than its net asset value
("NAV"). |
| (5) | The Bloomberg U.S. Municipal Bond Index covers the US Dollar-denominated long-term tax exempt bond
market. The index has four main sectors: state and local general obligation bonds, revenue bonds, insured bonds, and prerefunded bonds. |
The total annual expense ratio as a percentage
of net assets attributable to common shares as of June 30, 2024 is 2.48% (excluding interest expense on loan payable and floating rate
obligations). Including interest on loan payable and floating rate obligations, the expense ratio is 5.10%.
Performance data quoted represents past
performance, which is not a guarantee of future results. Current performance may be lower or higher than the performance quoted. The principal
value and investment return of an investment will fluctuate so that your shares may be worth more or less than their original cost. You
can obtain performance data current to the most recent month end by calling 844.569.4750. Total return measures net investment income
and capital gain or loss from portfolio investments. All performance shown assumes reinvestment of dividends and capital gains distributions
but does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the sale of Fund shares.
4 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Performance Overview |
June 30, 2024 (Unaudited) |
WHAT CONTRIBUTING FACTORS WERE RESPONSIBLE
FOR THE FUND’S RELATIVE PERFORMANCE DURING THE FISCAL YEAR ENDED JUNE 30, 2024?
RiverNorth Tactical Municipal Closed-End Fund Strategy
The sleeve’s exposure to the underlying
NAVs of CEFs combined with discount narrowing was the largest contributor to returns for the fiscal year. The Fund’s Treasury futures
hedge, while contributing positive absolute returns, detracted from returns relative to its primary benchmark.
MacKay Municipal Bond Income Strategy
The AAA municipal yield steepened modestly over
the 12 months ended June 30, 2024. Municipals yields rose by 20 to 43 basis points during the fiscal year, with the biggest moves around
the ten-year part of the curve. The second half of 2023, particularly the last 2 months of the calendar year, saw the municipal market
rally significantly; largely the result of swirling market expectations about the Federal Reserve’s (the “Fed”) tight
monetary policy, and how long the Fed will maintain it. Returns were mixed for the municipal market during the first quarter of 2024;
investment grade indices posted negative returns while the high yield segment posted positive returns outperforming investment grade municipals
by nearly 200 basis points. The tone in the municipal marketplace for the first half of 2024 has been dominated by the steady and robust
new issue supply. During the fiscal year, 5-, 10- and 30- year ratios began near historic tight levels at 62.7%, 65.5% and 90.2%, respectively.
Ratios ended the period at 66.6%, 65.3% and 82.7%, respectively. Separately managed accounts (“SMA”) continues to compress
the 5- and 10-year ratios, while positive mutual fund flows as of June 30, 2024 have started to impact the 30- year ratio. Municipal mutual
funds have collected over $14 billion of inflows as of June 30, 2024. During the fiscal year, the Fund continued to initiate tax loss
swaps to sell lower yielding holdings and reset book yields at more attractive absolute and relative levels. In addition, the Fund improved
the structure of its holdings, while shifting some of the leverage to bonds that exhibit the potential for spread tightening. The Fund’s
holdings within the special tax and leasing sectors contributed to returns, while certain credits in New York and the electric sector
were relative detractors on returns. The Fund’s Treasury hedge also contributed to returns.
HOW WAS THE FUND POSITIONED AT THE END OF THE FISCAL YEAR?
The Fund allocated 42% of Managed Assets to the
RiverNorth Tactical Municipal CEF strategy and 58% to the MacKay Municipal Bond Income Strategy. The credit quality distribution was 91%
investment grade, 7% not rated and 2% high yield.
DEFINITIONS
U.S. Treasury bond futures are standardized
contracts for the purchase and sale of U.S. government notes or bonds for future delivery. Bond futures are financial derivatives that
obligate the contract holder to purchase or sell a bond on a specified date at a predetermined price. The bond futures contract is used
for hedging, speculating, or arbitrage purposes. Hedging is a form of investing in products that provide protection to holdings.
Annual Report | June 30, 2024 |
5 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Performance Overview |
June 30, 2024 (Unaudited) |
Credit ratings are measured on a scale
that generally ranges from AAA (highest) to D (lowest). All fund securities except for those labeled “Not Rated” and “Other”
have been rated by Moody’s, S&P or Fitch, which are each a Nationally Recognized Statistical Rating Organization (“NRSRO”).
A yield curve is a line that plots yields
(interest rates) of bonds having equal credit quality but differing maturity dates. The slope of the yield curve gives an idea of future
interest rate changes and economic activity.
An “AAA” municipal yield curve
is derived from market estimates of yields for bonds with the highest ratings levels in the municipal market.
Basis points are a common unit of measure
for interest rates and other percentages in finance. One basis point is equal to 1/100th of 1%, or 0.01% (0.0001), and is used to denote
the percentage change in a financial instrument.
A tax loss swap is a strategy that involves
selling one investment with capital losses and replacing it with a similar, but not identical, investment.
6 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Performance Overview |
June 30, 2024 (Unaudited) |
GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT
The graph below illustrates the growth of a hypothetical
$10,000 investment assuming the purchase of common shares at the closing market price (NYSE: RMI) of $20.00 on October 25, 2018 (commencement
of operations) and tracking its progress through June 30, 2024.
Past performance does not guarantee future
results. Performance will fluctuate with changes in market conditions. Current performance may be lower or higher than the performance
data shown. Performance information does not reflect the deduction of taxes that shareholders would pay on Fund distributions or the sale
of Fund shares. An investment in the Fund involves risk, including loss of principal.
TOP TEN HOLDINGS* as of June 30, 2024
|
% of Net Assets |
Nuveen Quality Municipal Income Fund |
6.06% |
Western Asset Managed Municipals Fund, Inc. |
5.09% |
Port Authority of New York & New Jersey, Revenue Bonds |
4.91% |
City of New York NY, General Obligation Unlimited Bonds |
4.84% |
Macon County School District No 61 Decatur, General Obligation Unlimited Bonds |
4.59% |
Nuveen AMT-Free Quality Municipal Income Fund |
4.57% |
Detroit Downtown Development Authority, Tax Allocation Bonds |
4.49% |
Oregon City School District No 62, General Obligation Unlimited Bonds |
4.41% |
Kentucky Bond Development Corp., Revenue Bonds |
4.30% |
BlackRock MuniYield Quality Fund III, Inc. |
4.22% |
|
47.48% |
| * | Holdings are subject to change and exclude short-term investments. |
Annual Report | June 30, 2024 |
7 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Performance Overview |
June 30, 2024 (Unaudited) |
ASSET ALLOCATION as of June 30, 2024^
| ^ | Holdings are subject to change. |
Percentages are based on total investments of the Fund
and do not include derivatives.
8 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Schedule of Investments |
June 30, 2024 |
Shares/Description | | |
| |
Value | |
CLOSED-END FUNDS (65.71%) | |
| | |
| 128,934 | | |
AllianceBernstein National Municipal Income Fund, Inc. | |
$ | 1,432,457 | |
| 78,934 | | |
BlackRock California Municipal Income Trust | |
| 944,840 | |
| 82,203 | | |
BlackRock Investment Quality Municipal Trust, Inc. | |
| 983,970 | |
| 117,790 | | |
BlackRock Municipal 2030 Target Term Trust | |
| 2,446,498 | |
| 158,736 | | |
BlackRock Municipal Income Fund, Inc. | |
| 1,958,802 | |
| 69,179 | | |
BlackRock Municipal Income Quality Trust | |
| 792,791 | |
| 123,368 | | |
BlackRock Municipal Income Trust | |
| 1,259,587 | |
| 200,746 | | |
BlackRock Municipal Income Trust II | |
| 2,170,064 | |
| 94,573 | | |
BlackRock MuniHoldings California Quality Fund, Inc. | |
| 1,049,760 | |
| 142,181 | | |
BlackRock MuniHoldings Fund, Inc. | |
| 1,718,968 | |
| 27,143 | | |
BlackRock MuniHoldings New York Quality Fund, Inc. | |
| 292,059 | |
| 111,497 | | |
BlackRock MuniHoldings Quality Fund II, Inc. | |
| 1,137,269 | |
| 131,534 | | |
BlackRock MuniVest Fund II, Inc. | |
| 1,453,451 | |
| 284,455 | | |
BlackRock MuniVest Fund, Inc. | |
| 2,039,543 | |
| 247,329 | | |
BlackRock MuniYield Fund, Inc. | |
| 2,683,520 | |
| 25,677 | | |
BlackRock MuniYield Michigan Quality Fund, Inc. | |
| 293,742 | |
| 27,839 | | |
BlackRock MuniYield New York Quality Fund, Inc. | |
| 291,474 | |
| 50,159 | | |
BlackRock MuniYield Quality Fund II, Inc. | |
| 516,136 | |
| 414,322 | | |
BlackRock MuniYield Quality Fund III, Inc.(a) | |
| 4,632,120 | |
| 261,894 | | |
BlackRock MuniYield Quality Fund, Inc. | |
| 3,216,058 | |
| 34,541 | | |
BlackRock New York Municipal Income Trust | |
| 369,934 | |
| 53,339 | | |
BNY Mellon Strategic Municipal Bond Fund, Inc. | |
| 316,834 | |
| 119,012 | | |
BNY Mellon Strategic Municipals, Inc. | |
| 728,354 | |
| 118,755 | | |
DTF Tax-Free Income 2028 Term Fund, Inc. | |
| 1,301,555 | |
| 28,584 | | |
DWS Municipal Income Trust | |
| 270,691 | |
| 78,117 | | |
Invesco Advantage Municipal Income Trust II | |
| 692,898 | |
| 147,340 | | |
Invesco Municipal Opportunity Trust | |
| 1,485,187 | |
| 163,771 | | |
Invesco Municipal Trust | |
| 1,631,159 | |
| 227,550 | | |
Invesco Quality Municipal Income Trust | |
| 2,257,296 | |
| 60,579 | | |
Invesco Trust for Investment Grade Municipals | |
| 622,146 | |
| 89,391 | | |
Invesco Value Municipal Income Trust | |
| 1,103,085 | |
| 94,139 | | |
MFS High Income Municipal Trust | |
| 349,256 | |
| 34,321 | | |
MFS High Yield Municipal Trust | |
| 117,721 | |
| 171,024 | | |
Neuberger Berman Municipal Fund, Inc. | |
| 1,826,536 | |
| 130,066 | | |
Nuveen AMT-Free Municipal Credit Income Fund | |
| 1,620,622 | |
| 438,495 | | |
Nuveen AMT-Free Quality Municipal Income Fund(a) | |
| 5,025,153 | |
| 6,330 | | |
Nuveen California Municipal Value Fund | |
| 54,881 | |
| 72,494 | | |
Nuveen California Quality Municipal Income Fund(a) | |
| 835,856 | |
| 182,826 | | |
Nuveen Municipal Credit Income Fund(a) | |
| 2,257,901 | |
| 12,447 | | |
Nuveen Municipal Credit Opportunities Fund | |
| 137,291 | |
| 372,260 | | |
Nuveen Municipal Value Fund, Inc. | |
| 3,212,604 | |
| 41,277 | | |
Nuveen New York AMT-Free Quality Municipal Income Fund | |
| 457,762 | |
| 19,152 | | |
Nuveen New York Select Tax-Free Income Portfolio | |
| 224,078 | |
| 566,813 | | |
Nuveen Quality Municipal Income Fund(a) | |
| 6,654,385 | |
| 24,595 | | |
PIMCO California Municipal Income Fund | |
| 231,685 | |
See Notes to Financial Statements.
Annual Report | June 30, 2024 |
9 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Schedule of Investments |
June 30, 2024 |
Shares/Description | | |
| |
Value | |
CLOSED-END FUNDS (continued) | |
| | |
| 46,633 | | |
PIMCO California Municipal Income Fund II | |
$ | 272,803 | |
| 57,977 | | |
Pioneer Municipal High Income Advantage Fund, Inc. | |
| 475,991 | |
| 11,468 | | |
Putnam Municipal Opportunities Trust | |
| 117,662 | |
| 540,223 | | |
Western Asset Managed Municipals Fund, Inc.(a) | |
| 5,591,308 | |
| 92,196 | | |
Western Asset Municipal High Income Fund, Inc. | |
| 625,089 | |
TOTAL CLOSED-END FUNDS | |
| | |
(Cost $69,386,457) | |
| 72,180,832 | |
Principal Amount/Description | |
Rate | | |
Maturity | |
Value | |
MUNICIPAL BONDS (87.18%) | |
| | | |
| |
| | |
California (12.93%) | |
| | | |
| |
| | |
$ | 2,500,000 | | |
California State University, Revenue Bonds(b) | |
| 5.25 | % | |
11/01/53 | |
$ | 2,829,243 | |
| 4,300,000 | | |
City of Sacramento CA Water Revenue, Revenue Bonds(b) | |
| 5.25 | % | |
09/01/47 | |
| 4,484,631 | |
| 500,000 | | |
Regents of the University of California Medical Center Pooled Revenue, Revenue Bonds | |
| 5.00 | % | |
05/15/47 | |
| 544,199 | |
| 4,000,000 | | |
San Francisco Bay Area Rapid Transit District, General Obligation Unlimited Bonds(b) | |
| 5.25 | % | |
08/01/47 | |
| 4,483,809 | |
| 1,850,000 | | |
San Francisco City & County Airport Comm-San Francisco International Airport, Revenue Bonds(b) | |
| 5.00 | % | |
05/01/46 | |
| 1,867,101 | |
Colorado (3.79%) | |
| | | |
| |
| 14,208,983 | |
| 4,000,000 | | |
City & County of Denver Co. Airport System Revenue, Revenue Bonds(b) | |
| 5.25 | % | |
12/01/43 | |
| 4,160,334 | |
Illinois (6.79%) | |
| | | |
| |
| | |
| 5,000,000 | | |
Macon County School District No 61 Decatur, General Obligation Unlimited Bonds(b) | |
| 4.00 | % | |
12/01/36 | |
| 5,043,427 | |
| 2,215,000 | | |
Will County School District No 114 Manhattan, General Obligation Unlimited Bonds | |
| 5.50 | % | |
09/01/52 | |
| 2,418,520 | |
Kentucky (4.30%) | |
| | | |
| |
| 7,461,947 | |
| 4,500,000 | | |
Kentucky Bond Development Corp., Revenue Bonds(b) | |
| 5.00 | % | |
09/01/44 | |
| 4,728,717 | |
See Notes to Financial Statements.
10 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Schedule of Investments |
June 30, 2024 |
Principal Amount/Description | |
Rate | | |
Maturity | |
Value | |
Massachusetts (3.74%) | |
| | |
| |
| |
$ | 2,000,000 | | |
Commonwealth of Massachusetts Transportation Fund Revenue, Revenue Bonds(b) | |
| 5.00 | % | |
06/01/53 | |
$ | 2,166,294 | |
| 1,820,000 | | |
Massachusetts School Building Authority, Revenue Bonds(b) | |
| 5.00 | % | |
08/15/45 | |
| 1,945,845 | |
Michigan (7.63%) | |
| | | |
| |
| 4,112,139 | |
| 4,915,000 | | |
Detroit Downtown Development Authority, Tax Allocation Bonds(b) | |
| 5.00 | % | |
07/01/43 | |
| 4,930,114 | |
| 3,000,000 | | |
State of Michigan Trunk Line Revenue, Revenue Bonds(b) | |
| 5.50 | % | |
11/15/44 | |
| 3,447,333 | |
Nevada (2.44%) | |
| | | |
| |
| 8,377,447 | |
| 2,500,000 | | |
Las Vegas Valley Water District, General Obligation Limited Bonds(b) | |
| 5.00 | % | |
06/01/53 | |
| 2,676,726 | |
New York (15.50%) | |
| | | |
| |
| | |
| 5,000,000 | | |
City of New York NY, General Obligation Unlimited Bonds(b) | |
| 5.25 | % | |
03/01/35 | |
| 5,314,081 | |
| 2,200,000 | | |
New York State Dormitory Authority, Revenue Bonds(b) | |
| 5.00 | % | |
03/15/41 | |
| 2,427,411 | |
| 5,000,000 | | |
Port Authority of New York & New Jersey, Revenue Bonds(b) | |
| 5.50 | % | |
08/01/52 | |
| 5,391,580 | |
| 3,750,000 | | |
Triborough Bridge & Tunnel Authority, Revenue Bonds(b) | |
| 5.00 | % | |
11/15/43 | |
| 3,893,265 | |
| | | |
| |
| | | |
| |
| 17,026,337 | |
North Carolina (4.88%) | |
| | | |
| |
| | |
| 3,000,000 | | |
Greater Asheville Regional Airport Authority, Revenue Bonds(b) | |
| 5.50 | % | |
07/01/52 | |
| 3,245,678 | |
| 2,000,000 | | |
North Carolina Turnpike Authority, Revenue Bonds(b) | |
| 5.00 | % | |
01/01/58 | |
| 2,115,248 | |
Oklahoma (3.73%) | |
| | | |
| |
| 5,360,926 | |
| 4,000,000 | | |
Oklahoma City Airport Trust, Revenue Bonds(b) | |
| 5.00 | % | |
07/01/43 | |
| 4,098,322 | |
Oregon (4.41%) | |
| | | |
| |
| | |
| 4,655,000 | | |
Oregon City School District No 62, General Obligation Unlimited Bonds(b) | |
| 5.00 | % | |
06/15/49 | |
| 4,843,034 | |
See Notes to Financial Statements.
Annual Report | June 30, 2024 |
11 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Schedule of Investments |
June 30, 2024 |
Principal Amount/Description | |
Rate | | |
Maturity | |
Value | |
Pennsylvania (5.56%) | | |
| | |
| |
| |
$ |
3,750,000 |
|
|
Pennsylvania State University, Revenue Bonds(b) |
|
|
5.00 |
% |
|
09/01/43 |
|
$ |
3,916,717 |
|
|
2,000,000 |
|
|
Southeastern Pennsylvania Transportation Authority, Revenue Bonds(b) |
|
|
5.25 |
% |
|
06/01/47 |
|
|
2,192,686 |
|
| | | |
| |
| | | |
| |
| 6,109,403 | |
Puerto Rico (3.06%) | |
| | | |
| |
| | |
|
2,000,000 |
|
|
Puerto Rico Commonwealth Aqueduct & Sewer Authority, Revenue Bonds(c) |
|
|
4.00 |
% |
|
07/01/42 |
|
|
1,879,881 |
|
|
1,500,000 |
|
|
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Series Restructured Series A-2, Revenue Bonds |
|
|
4.78 |
% |
|
07/01/58 |
|
|
1,483,590 |
|
| | | |
| |
| | | |
| |
| 3,363,471 | |
South Carolina (2.52%) | |
| | | |
| |
| | |
|
2,500,000 |
|
|
South Carolina Public Service Authority, Revenue Bonds(b) |
|
|
5.75 |
% |
|
12/01/52 |
|
|
2,766,596 |
|
Texas (3.92%) | |
| | | |
| |
| | |
|
4,000,000 |
|
|
City of Georgetown TX Utility System Revenue, Revenue Bonds(b) |
|
|
5.25 |
% |
|
08/15/52 |
|
|
4,303,824 |
|
Washington (1.98%) | |
| | | |
| |
| | |
|
2,000,000 |
|
|
Washington Metropolitan Area Transit Authority Dedicated Revenue, Revenue Bonds(b) |
|
|
5.00 |
% |
|
07/15/48 |
|
|
2,175,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL MUNICIPAL BONDS | |
| | | |
| |
| | |
(Cost $94,097,531) | |
| | | |
| |
| 95,774,156 | |
Shares/Description | |
Value | |
SHORT-TERM INVESTMENTS (3.09%) | |
| | |
| 3,394,148 | | |
BlackRock Liquidity Funds MuniCash (7 Day Yield 3.891%) | |
$ | 3,394,487 | |
| | | |
| |
| | |
TOTAL SHORT-TERM INVESTMENTS | |
| | |
(Cost $3,394,177) | |
| 3,394,487 | |
See Notes to Financial Statements.
12 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Schedule of Investments |
June 30, 2024 |
Shares/Description | |
Value | |
TOTAL INVESTMENTS (155.98%) | |
| | |
(Cost $166,878,165) | |
$ | 171,349,475 | |
Floating Rate Note Obligations (-58.31%)(d) | |
| (64,055,000 | ) |
Other Assets In Excess Of Liabilities (2.33%) | |
| 2,559,932 | |
NET ASSETS (100.00%) | |
$ | 109,854,407 | |
| (a) | All or a portion of the security is pledged as collateral for the loan payable. As of June 30, 2024,
the aggregate value of those securities was $1,715,250 representing 1.56% of net assets. |
| (b) | All or portion of the principal amount transferred to a Tender Option Bond ("TOB") Issuer
in exchange for TOB Residuals and cash. |
| (c) | Security exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may
normally be sold to qualified institutional buyers in transactions exempt from registration. The total value of Rule 144A securities amounts
to $1,879,881, which represents 1.71% of net assets as of June 30, 2024. |
| (d) | Face value of Floating Rate Notes issued in TOB transactions. |
Futures Contracts Sold:
Description | |
Contracts (Short) | | |
Expiration Date | |
Notional Value | | |
Value and Unrealized Appreciation/(Depreciation) | |
U.S. T-Bond Futures | |
(165) | | |
September 2024 | |
$ | 19,521,562 | | |
$ | (547,076 | ) |
10-Yr U.S. Treasury Note Futures | |
(360) | | |
September 2024 | |
| 39,594,375 | | |
| (646,678 | ) |
| |
| | |
| |
$ | 59,115,937 | | |
$ | (1,193,754 | ) |
See Notes to Financial Statements.
Annual Report | June 30, 2024 |
13 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Statement of Assets and Liabilities |
June 30, 2024 |
ASSETS: | |
| |
Investments in securities: | |
| | |
At cost | |
$ | 166,878,165 | |
At value | |
$ | 171,349,475 | |
| |
| | |
Cash | |
| 23,925 | |
Variation margin receivable | |
| 260,623 | |
Deposit with broker for futures contracts | |
| 1,330,500 | |
Interest receivable | |
| 1,292,188 | |
Dividends receivable | |
| 297,975 | |
Deferred offering costs | |
| 332,372 | |
Prepaid and other assets | |
| 13,975 | |
Total Assets | |
| 174,901,033 | |
| |
| | |
LIABILITIES: | |
| | |
Payable for Floating Rate Note Obligations | |
| 64,055,000 | |
Payable for interest expense and fees on Floating Rate Note Obligations | |
| 736,967 | |
Payable for credit agreement fees | |
| 4,667 | |
Payable for shareholder servicing | |
| 10,677 | |
Payable to Adviser | |
| 149,485 | |
Payable to fund accounting and administration | |
| 19,976 | |
Payable to transfer agency | |
| 2,312 | |
Payable for compliance fees | |
| 6,266 | |
Payable for custodian fees | |
| 2,360 | |
Payable for audit fees | |
| 36,524 | |
Other payables | |
| 22,392 | |
Total Liabilities | |
| 65,046,626 | |
Net Assets | |
$ | 109,854,407 | |
| |
| | |
NET ASSETS CONSIST OF: | |
| | |
Paid-in capital | |
$ | 113,385,760 | |
Total distributable earnings (accumulated deficit) | |
| (3,531,353 | ) |
Net Assets | |
$ | 109,854,407 | |
| |
| | |
PRICING OF SHARES: | |
| | |
Net Assets | |
$ | 109,854,407 | |
Shares of common stock outstanding (50,000,000 of shares authorized, at $0.0001 par value per share) | |
| 6,374,539 | |
Net asset value per share | |
$ | 17.23 | |
See Notes to Financial Statements.
14 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Statement of Operations |
For the Year Ended June 30, 2024 |
INVESTMENT INCOME: | |
| |
Interest | |
$ | 3,785,058 | |
Dividends | |
| 3,109,266 | |
Other Income | |
| 68,892 | |
Total Investment Income | |
| 6,963,216 | |
| |
| | |
EXPENSES: | |
| | |
Interest expense and fees on Floating Rate Note Obligations | |
| 2,776,311 | |
Investment Adviser fee | |
| 1,844,709 | |
Accounting and administration fees | |
| 214,656 | |
Legal expenses | |
| 154,338 | |
Shareholder servicing expenses | |
| 131,768 | |
Director expenses | |
| 124,554 | |
Printing expenses | |
| 49,860 | |
Interest expense on loan payable | |
| 39,996 | |
Audit expenses | |
| 39,087 | |
Transfer agent expenses | |
| 28,453 | |
Compliance expense | |
| 27,960 | |
Listing expense | |
| 21,164 | |
Custodian fees | |
| 10,087 | |
Insurance fee | |
| 1,778 | |
Other expenses | |
| 14,987 | |
Total Expenses | |
| 5,479,708 | |
Net Investment Income | |
| 1,483,508 | |
| |
| | |
REALIZED AND UNREALIZED GAIN/(LOSS): | |
| | |
Net realized gain/(loss) on: | |
| | |
Investments | |
| (5,642,564 | ) |
Futures contracts | |
| 4,491,231 | |
Net realized loss | |
| (1,151,333 | ) |
Net change in unrealized appreciation/depreciation on: | |
| | |
Investments | |
| 9,204,628 | |
Futures contracts | |
| (1,616,220 | ) |
Net change in unrealized appreciation/depreciation | |
| 7,588,408 | |
Net Realized and Unrealized Gain on Investments and Futures Contracts | |
| 6,437,075 | |
Net Increase in Net Assets Resulting from Operations | |
$ | 7,920,583 | |
See Notes to Financial Statements.
Annual Report | June 30, 2024 |
15 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Statements of Changes in Net Assets
| |
For the Year Ended June 30, 2024 | | |
For the Year Ended June 30, 2023 | |
NET INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | |
| | | |
| | |
Net investment income | |
$ | 1,483,508 | | |
$ | 2,727,549 | |
Net realized loss | |
| (1,151,333 | ) | |
| (4,397,516 | ) |
Net change in unrealized appreciation/depreciation | |
| 7,588,408 | | |
| 5,470,695 | |
Net increase in net assets resulting from operations | |
| 7,920,583 | | |
| 3,800,728 | |
| |
| | | |
| | |
DISTRIBUTIONS TO SHAREHOLDERS: | |
| | | |
| | |
From distributable earnings | |
| (1,871,653 | ) | |
| (2,492,916 | ) |
From tax return of capital | |
| (5,544,486 | ) | |
| (5,209,160 | ) |
Net decrease in net assets from distributions to shareholders | |
| (7,416,139 | ) | |
| (7,702,076 | ) |
| |
| | | |
| | |
CAPITAL SHARE TRANSACTIONS: | |
| | | |
| | |
Reinvestment of distributions | |
| – | | |
| 22,796 | |
Net increase in net assets from capital share transactions | |
| – | | |
| 22,796 | |
| |
| | | |
| | |
Net Increase/(Decrease) in Net Assets | |
| 504,444 | | |
| (3,878,552 | ) |
| |
| | | |
| | |
NET ASSETS: | |
| | | |
| | |
Beginning of period | |
| 109,349,963 | | |
| 113,228,515 | |
End of period | |
$ | 109,854,407 | | |
$ | 109,349,963 | |
| |
| | | |
| | |
OTHER INFORMATION: | |
| | | |
| | |
Share Transactions: | |
| | | |
| | |
Shares outstanding - beginning of period | |
| 6,374,539 | | |
| 6,373,268 | |
Shares issued in reinvestment of distributions | |
| – | | |
| 1,271 | |
Common Shares outstanding - end of period | |
| 6,374,539 | | |
| 6,374,539 | |
See Notes to Financial Statements.
16 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Statement of Cash Flows |
For the Year Ended June 30, 2024 |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| |
Net increase in net assets resulting from operations | |
$ | 7,920,583 | |
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities: | |
| | |
Purchases of investment securities | |
| (111,724,236 | ) |
Proceeds from disposition on investment securities | |
| 122,679,044 | |
Amortization of premium and accretion of discount on investments, net | |
| 1,063,339 | |
Net proceeds from short-term investment securities | |
| 666,404 | |
Net realized (gain)/loss on: | |
| | |
Investments | |
| 5,642,564 | |
Net change in unrealized appreciation/depreciation on: | |
| | |
Investments | |
| (9,204,628 | ) |
(Increase)/Decrease in assets: | |
| | |
Interest receivable | |
| 441,743 | |
Dividends receivable | |
| (126,607 | ) |
Variation margin receivable | |
| (260,623 | ) |
Deferred offering costs | |
| (71,938 | ) |
Prepaid and other assets | |
| (2,548 | ) |
Increase/(Decrease) in liabilities: | |
| | |
Variation margin payable | |
| (174,377 | ) |
Payable for shareholder servicing | |
| (579 | ) |
Payable for interest expense and fees on Floating Rate Note Obligations | |
| (127,265 | ) |
Payable for credit agreement fees | |
| 4,667 | |
Payable to transfer agency | |
| 145 | |
Payable to Adviser | |
| (8,161 | ) |
Payable to fund accounting and administration | |
| (13,132 | ) |
Payable to Directors | |
| (30 | ) |
Payable for audit fees | |
| (672 | ) |
Payable for compliance fees | |
| 1,484 | |
Payable for custodian fees | |
| (452 | ) |
Other payables | |
| (13,161 | ) |
Net cash provided by operating activities | |
$ | 16,691,564 | |
| |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | |
Net proceeds from floating rate note obligations | |
$ | 18,145,000 | |
Net payments on floating rate note obligations | |
| (27,515,000 | ) |
Cash distributions paid | |
| (7,416,139 | ) |
Net cash used in financing activities | |
$ | (16,786,139 | ) |
| |
| | |
Net decrease in cash and restricted cash | |
$ | (94,575 | ) |
Cash and restricted cash, beginning of period | |
$ | 1,449,000 | |
Cash and restricted cash, end of period | |
$ | 1,354,425 | |
See Notes to Financial Statements.
Annual Report | June 30, 2024 |
17 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Statement of Cash Flows |
For the Year Ended June 30, 2024 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| |
Cash paid during the period for interest expense and fees on floating rate note obligations | |
$ | 2,903,576 | |
Cash paid for interest expense and fees for line of credit | |
$ | 39,996 | |
| |
| | |
Reconciliation of restricted and unrestricted cash at the beginning of period to the statement of assets and liabilities: | |
| | |
Deposit with broker for futures contracts | |
$ | 1,449,000 | |
| |
| | |
Reconciliation of restricted and unrestricted cash at the end of the period to the statement of assets and liabilities: | |
| | |
Cash | |
$ | 23,925 | |
Deposit with broker for futures contracts | |
$ | 1,330,500 | |
See Notes to Financial Statements.
18 |
(888) 848-7569 | www.rivernorth.com |
Intentionally Left Blank
RiverNorth Opportunistic Municipal Income Fund, Inc.
Financial Highlights |
For a share outstanding throughout the periods presented |
Net asset value - beginning of period |
Income/(loss) from investment operations: |
Net investment income(a) |
Net realized and unrealized gain/(loss) |
Total income/(loss) from investment operations |
Less distributions: |
From net investment income |
From net realized gain on investments |
From tax return of capital |
Total distributions |
Net increase/(decrease) in net asset value |
Net asset value - end of period |
Market price - end of period |
Total Return(b) |
Total Return - Market Price(b) |
Supplemental Data: |
Net assets, end of period (in thousands) |
Ratios to Average Net Assets (including interest on short term floating rate obligations and loan payable)(c)(d) |
Ratio of expenses to average net assets |
Ratio of net investment income to average net assets |
Ratios to Average Net Assets (excluding interest on short term floating rate obligations and loan payable)(d) |
Ratio of expenses to average net assets |
Ratio of net investment income to average net assets |
Portfolio turnover rate |
Payable for floating rate obligations (in thousands) |
Loan payable (in thousands) |
Asset coverage per $1,000 of line of credit(e) |
Asset coverage per $1,000 of floating rate obligations payable(e) |
See Notes to Financial Statements.
20 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Financial Highlights |
For a share outstanding throughout the periods presented |
For the Year Ended June 30, 2024 | | |
For the Year Ended June 30, 2023 | | |
For the Year Ended June 30, 2022 | | |
For the Year Ended June 30, 2021 | | |
For the Year Ended June 30, 2020 | |
$ | 17.15 | | |
$ | 17.77 | | |
$ | 24.36 | | |
$ | 22.27 | | |
$ | 22.69 | |
| 0.23 | | |
| 0.43 | | |
| 0.65 | | |
| 0.65 | | |
| 0.51 | |
| 1.01 | | |
| 0.16 | | |
| (4.88 | ) | |
| 2.74 | | |
| 0.17 | |
| 1.24 | | |
| 0.59 | | |
| (4.23 | ) | |
| 3.39 | | |
| 0.68 | |
| | | |
| | | |
| | | |
| | | |
| | |
| (0.29 | ) | |
| (0.39 | ) | |
| (0.72 | ) | |
| (0.87 | ) | |
| (0.60 | ) |
| – | | |
| – | | |
| (1.38 | ) | |
| (0.43 | ) | |
| (0.50 | ) |
| (0.87 | ) | |
| (0.82 | ) | |
| (0.26 | ) | |
| – | | |
| – | |
| (1.16 | ) | |
| (1.21 | ) | |
| (2.36 | ) | |
| (1.30 | ) | |
| (1.10 | ) |
| 0.08 | | |
| (0.62 | ) | |
| (6.59 | ) | |
| 2.09 | | |
| (0.42 | ) |
$ | 17.23 | | |
$ | 17.15 | | |
$ | 17.77 | | |
$ | 24.36 | | |
$ | 22.27 | |
$ | 15.91 | | |
$ | 16.37 | | |
$ | 17.50 | | |
$ | 23.16 | | |
$ | 21.21 | |
| 8.22 | % | |
| 3.67 | % | |
| (18.61 | %) | |
| 16.10 | % | |
| 3.22 | % |
| 4.69 | % | |
| 0.48 | % | |
| (15.70 | %) | |
| 15.90 | % | |
| 4.53 | % |
| | | |
| | | |
| | | |
| | | |
| | |
$ | 109,854 | | |
$ | 109,350 | | |
$ | 113,229 | | |
$ | 155,226 | | |
$ | 141,938 | |
| | | |
| | | |
| | | |
| | | |
| | |
| 5.10 | % | |
| 4.56 | % | |
| 2.48 | % | |
| 2.29 | % | |
| 3.11 | % |
| 1.38 | % | |
| 2.46 | % | |
| 2.98 | % | |
| 2.79 | % | |
| 2.24 | % |
| | | |
| | | |
| | | |
| | | |
| | |
| 2.48 | % | |
| 2.42 | % | |
| 2.08 | % | |
| 1.98 | % | |
| 2.11 | % |
| 4.00 | % | |
| 4.60 | % | |
| 3.38 | % | |
| 3.10 | % | |
| 3.24 | % |
| 66 | % | |
| 49 | % | |
| 94 | % | |
| 46 | % | |
| 54 | % |
$ | 64,055 | | |
$ | 73,425 | | |
$ | 77,415 | | |
$ | 58,845 | | |
$ | 68,515 | |
| N/A | | |
| N/A | | |
| 13,000 | | |
| 10,000 | | |
| N/A | |
| N/A | | |
| N/A | | |
| 9,711 | | |
| 16,523 | | |
| N/A | |
| 2,727 | | |
| 2,501 | | |
| 2,465 | | |
| 3,640 | | |
| 3,072 | |
See Notes to Financial Statements.
Annual Report | June 30, 2024 |
21 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Financial Highlights |
For a share outstanding throughout the periods presented |
| (a) | Calculated using average shares throughout the period. |
| (b) | Total investment return is calculated assuming a purchase of common shares at the opening on the first day and a sale at closing
on the last day of each period reported. For purposes of this calculation, dividends and distributions, if any, are assumed to be reinvested
at prices obtained under the Fund’s dividend reinvestment plan. Total investment returns do not reflect brokerage commissions, if
any. Periods less than one year are not annualized. |
| (c) | Interest expense relates to interest expense on loan payable and the cost of tender option bond transactions (See Note 2). |
| (d) | The ratios exclude the impact of income and expenses of the underlying funds in which the Fund invests as represented in the Schedule
of Investments. |
| (e) | Calculated by subtracting the Fund’s total liabilities (excluding the debt balance and accumulated unpaid interest) from the Fund’s
total assets and dividing by the outstanding debt balance. |
See Notes to Financial Statements.
22 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
1. ORGANIZATION
RiverNorth Opportunistic Municipal Income Fund,
Inc. (the “Fund”) was organized as a Maryland corporation on July 16, 2018, pursuant to its Articles of Incorporation, which
were amended and restated on October 19, 2018 (“Articles of Incorporation”). The Fund commenced operations on October 25,
2018 and had no operations until that date other than those related to organizational matters and the registration of its shares under
applicable securities laws.
The Fund is a diversified, closed-end management
investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Articles of Incorporation
permit the Board of Directors (the “Board” or “Directors”) to authorize and issue fifty million shares of common
stock with $0.0001 par value per share. The Fund is considered an investment company and therefore follows the Investment Company accounting
and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 946 – Financial Services – Investment Companies.
The Fund will terminate on or before October 25,
2030; provided, that if the Board believes that under then-current market conditions it is in the best interests of the Fund to do so,
the Fund may extend the termination date once for up to one year, and once for an additional six months. The Fund may be converted to
an open-end investment company at any time if approved by the Board and the shareholders. Within twelve months prior to the termination
date, the Fund may conduct a tender offer to purchase 100% of the then outstanding shares. Following the completion of the tender offer,
the Fund must have at least $100 million of net assets. The Board may then eliminate the termination date and convert the Fund to a perpetual
structure upon the affirmative vote of a majority of the Board.
The Fund’s investment adviser is RiverNorth
Capital Management, LLC (the “Adviser”) and the Fund’s sub-adviser is MacKay Shields, LLC (the "Sub-Adviser").
The Fund’s primary investment objective is to seek current income exempt from regular U.S. federal income taxes (but which may be
includable in taxable income for purposes of the Federal alternative minimum tax). The Fund’s secondary investment objective is
total return.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting
policies followed by the Fund. These policies are in conformity with generally accepted accounting principles in the United States of
America (“U.S. GAAP”). The financial statements are prepared in accordance with U.S. GAAP, which requires management to make
estimates and assumptions that affect the reported amounts and disclosures, including the disclosure of contingent assets and liabilities,
in the financial statements during the reporting period. Management believes the estimates and security valuations are appropriate; however,
actual results may differ from those estimates, and the security valuations reflected in the financial statements may differ from the
value the Fund ultimately realizes upon sale of the securities. The financial statements have been prepared as of the close of the New
York Stock Exchange (“NYSE”) on June 30, 2024.
The Fund invests in closed-end funds, each of
which has its own investment risks. Those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares.
To the extent that the Fund invests more of its assets in one closed-end fund than in another, the Fund will have greater exposure to
the risks of that closed-end fund.
Annual Report | June 30, 2024 |
23 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
Security Valuation: The Fund’s investments
are generally valued at their fair value using market quotations. If a market value quotation is unavailable a security may be valued
at its estimated fair value as described in Note 3.
Security Transactions and Investment Income:
The Fund follows industry practice and records securities transactions on the trade date basis. The specific identification method is
used for determining gains or losses for financial statements and income tax purposes. Dividend income is recorded on the ex-dividend
date, and interest income and expenses are recorded on an accrual basis. Discounts and premiums on securities purchased are amortized
or accreted using the effective interest method over the life of the respective securities.
Federal Income Taxes: The Fund makes no
provision for federal income tax. The Fund intends to qualify each year as a “regulated investment company” ("RIC")
under Subchapter M of the Internal Revenue Code of 1986, as amended (the "IRC"). In order to qualify as a RIC, the Fund must,
among other things, satisfy income, asset diversification and distribution requirements. As long as it so qualifies, the Fund will not
be subject to U.S. federal income tax to the extent that it distributes annually its investment company taxable income and its “net
capital gain”. If the Fund retains any investment company taxable income or net capital gain, it will be subject to U.S. federal
income tax on the retained amount at regular corporate tax rates. In addition, if the Fund fails to qualify as a RIC for any taxable year,
it will be subject to U.S. federal income tax on all of its income and gains at regular corporate tax rates.
The Fund recognizes the tax benefits of uncertain
tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. As
of and during the year ended June 30, 2024, the Fund did not have a liability for any unrecognized tax benefits. The Fund files U.S. federal,
state, and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until
expiration of the applicable statute of limitations which is generally three years after the filing of the tax return for federal purposes
and four years for most state returns. Tax returns for open years have incorporated no uncertain tax positions that require a provision
for income taxes.
The Fund recognizes interest and penalties, if
any, related to unrecognized tax benefits as income tax expenses on the Statement of Operations. During the year ended June 30, 2024,
the Fund did not incur any interest or penalties.
Distributions to Shareholders: Distributions
to shareholders, which are paid monthly and determined in accordance with income tax regulations, are recorded on the ex-dividend date.
The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net
realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily
by differences in the timing of recognition of certain components of income, expense, or realized capital gain for federal income tax
purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate
characterization for federal income tax purposes. Any such reclassification will have no effect on net assets, results of operations or
net asset value ("NAV") per share of the Fund.
24 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
The Fund maintains a level distribution policy.
The Fund distributes to common shareholders regular monthly cash distributions of its net investment income. In addition, the Fund distributes
its net realized capital gains, if any, at least annually. Any amounts received in excess of a common shareholder’s basis are generally
treated as capital gain, assuming the shares are held as capital assets. The Board approved the implementation of the level distribution
policy to make monthly cash distributions to common shareholders. The Fund made monthly distributions to common shareholders set at a
level monthly rate of $0.0974 per common share for the period from July 1, 2023 to December 31, 2023, and 0.0965 per common share for
the period from January 1, 2024 to June 30, 2024.
Return Of Capital Distributions: At times,
to maintain a stable level of distributions, the Fund may pay out less than all of its net investment income or pay out accumulated undistributed
income, or return of capital, in addition to current net investment income. Any distribution that is treated as a return of capital generally
will reduce a common shareholder’s basis in his or her shares, which may increase the capital gain or reduce the capital loss realized
upon the sale of such shares.
Tender Option Bonds: The Fund may leverage
its assets through the use of proceeds received from tender option bond (“TOB”) transactions. In a TOB transaction, a tender
option bond trust (a “TOB Issuer”) is typically established, which forms a special purpose trust into which the Fund, or an
agent on behalf of the Fund, transfers municipal bonds or other municipal securities (“Underlying Securities”). A TOB Issuer
typically issues two classes of beneficial interests: short-term floating rate notes (“TOB Floaters”) with a fixed principal
amount representing a senior interest in the Underlying Securities, and which are generally sold to third party investors, and residual
interest municipal tender option bonds (“TOB Residuals”) representing a subordinate interest in the Underlying Securities,
and which are generally issued to the Fund. The interest rate on the TOB Floaters resets periodically, usually weekly, to a prevailing
market rate, and holders of the TOB Floaters are granted the option to tender their TOB Floaters back to the TOB Issuer for repurchase
at their principal amount plus accrued interest thereon periodically, usually daily or weekly. The Fund may invest in both TOB Floaters
and TOB Residuals, including TOB Floaters and TOB Residuals issued by the same TOB Issuer. The Fund may not invest more than 5% of its
“Managed Assets” in any single TOB Issuer. Managed Assets is defined as total assets of the Fund, including assets attributable
to leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding).
As a result of Section 619 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the rules thereunder (collectively, the “Volcker Rule”), banking entities are
generally prohibited from sponsoring the TOB Issuer, and instead the Fund may serve as the sponsor of a TOB issuer (“Fund-sponsored
TOB”) and establish, structure and “sponsor” a TOB Issuer in which it holds TOB Residuals. In connection with Fund-sponsored
TOBs, the Fund may contract with a third-party to perform some or all of the Fund’s duties as sponsor. The Fund’s role under
the Fund-sponsored TOB structure may increase its operational and regulatory risk. If the third-party is unable to perform its obligations
as an administrative agent, the Fund itself would be subject to such obligations or would need to secure a replacement agent. The obligations
that the Fund may be required to undertake could include reporting and recordkeeping obligations under the IRC and federal securities
laws and contractual obligations with other TOB service providers.
Annual Report | June 30, 2024 |
25 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
Under the Fund-sponsored TOB structure, the TOB
Issuer receives Underlying Securities from the Fund through (or as) the sponsor and then issues TOB Floaters to third party investors
and TOB Residuals to the Fund. The Fund is paid the cash (less transaction expenses, which are borne by the Fund) received by the TOB
Issuer from the sale of TOB Floaters and typically will invest the cash in additional municipal bonds or other investments permitted by
its investment policies. TOB Floaters may have first priority on the cash flow from the securities held by the TOB Issuer and are enhanced
with a liquidity support arrangement from a bank or an affiliate of the sponsor (the “liquidity provider”), which allows holders
to tender their position back to the TOB Issuer at par (plus accrued interest). The Fund, in addition to receiving cash from the sale
of TOB Floaters, also receives TOB Residuals. TOB Residuals provide the Fund with the right to (1) cause the holders of TOB Floaters to
tender their notes to the TOB Issuer at par (plus accrued interest), and (2) acquire the Underlying Securities from the TOB Issuer. In
addition, all voting rights and decisions to be made with respect to any other rights relating to the Underlying Securities deposited
in the TOB Issuer are passed through to the Fund, as the holder of TOB Residuals. Such a transaction, in effect, creates exposure for
the Fund to the entire return of the Underlying Securities deposited in the TOB Issuer, with a net cash investment by the Fund that is
less than the value of the Underlying Securities deposited in the TOB Issuer. This multiplies the positive or negative impact of the Underlying
Securities’ return within the Fund (thereby creating leverage). Income received from TOB Residuals will vary inversely with the
short-term rate paid to holders of TOB Floaters and in most circumstances, TOB Residuals represent substantially all of the Underlying
Securities’ downside investment risk and also benefits disproportionately from any potential appreciation of the Underlying Securities’
value. The amount of such increase or decrease is a function, in part, of the amount of TOB Floaters sold by the TOB Issuer of these securities
relative to the amount of TOB Residuals that it sells. The greater the amount of TOB Floaters sold relative to TOB Residuals, the more
volatile the income paid on TOB Residuals will be. The price of TOB Residuals will be more volatile than that of the Underlying Securities
because the interest rate is dependent on not only the fixed coupon rate of the Underlying Securities, but also on the short-term interest
rate paid on TOB Floaters.
For TOB Floaters, generally, the interest rate
earned will be based upon the market rates for municipal securities with maturities or remarketing provisions that are comparable in duration
to the periodic interval of the tender option, which may vary from weekly, to monthly, to extended periods of one year or multiple years.
Since the option feature has a shorter-term than the final maturity or first call date of the Underlying Securities deposited in the TOB
Issuer, the Fund, if it is the holder of the TOB Floaters, relies upon the terms of the agreement with the financial institution furnishing
the option as well as the credit strength of that institution. As further assurance of liquidity, the terms of the TOB Issuer provide
for a liquidation of the Underlying Security deposited in the TOB Issuer and the application of the proceeds to pay off the TOB Floaters.
The TOB Issuer may be terminated without the consent
of the Fund upon the occurrence of certain events, such as the bankruptcy or default of the issuer of the Underlying Securities deposited
in the TOB Issuer, a substantial downgrade in the credit quality of the issuer of the securities deposited in the TOB Issuer, the inability
of the TOB Issuer to obtain liquidity support for the TOB Floaters, a substantial decline in the market value of the Underlying Securities
deposited in the TOB Issuer, or the inability of the sponsor to remarket any TOB Floaters tendered to it by holders of the TOB Floaters.
In such an event, the TOB Floaters would be redeemed by the TOB Issuer at par (plus accrued interest) out of the proceeds from a sale
of the Underlying Securities deposited in the TOB Issuer. If this happens, the Fund would be entitled to the assets of the TOB Issuer,
if any, that remain after the TOB Floaters have been redeemed at par (plus accrued interest). If there are insufficient proceeds from
the sale of these Underlying Securities to redeem all of the TOB Floaters at par (plus accrued interest), the liquidity provider or holders
of the TOB Floaters would bear the losses on those securities and there would be no recourse to the Fund’s assets (unless the Fund
held a recourse TOB Residual).
26 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
Pursuant to the Volcker Rule, to the extent that
the remarketing agent is a banking entity, it would not be able to repurchase tendered TOB Floaters for its own account upon a failed
remarketing. In the event of a failed remarketing, a banking entity serving as liquidity provider may loan the necessary funds to the
TOB Issuer to purchase the tendered TOB Floaters. The TOB Issuer, not the Fund, would be the borrower and the loan from the liquidity
provider will be secured by the purchased TOB Floaters now held by the TOB Issuer. However, the Fund would bear the risk of loss with
respect to any liquidity shortfall to the extent it entered into a reimbursement agreement with the liquidity provider.
The Fund accounts for TOB transactions as secured
borrowings. For financial reporting purposes, Underlying Securities that are deposited into a TOB Issuer are treated as investments of
the Fund, and are presented in the Fund’s Schedule of Investments. Outstanding TOB Floaters issued by a TOB Issuer are presented
as a liability at their face value as “Payable for Floating Rate Note Obligations” in the Fund’s Statement of Assets
and Liabilities. The face value of the TOB Floaters approximates the fair value of the floating rate notes. Interest income from the Underlying
Securities is recorded by the Fund on an accrual basis. Interest expense incurred on the TOB Floaters and other expenses related to remarketing,
administration and trustee services to a TOB Issuer are recognized as a component of “Interest expense and fees on Floating Rate
Note Obligations” in the Statement of Operations. Fees paid upon creation of the TOB Trust are recorded as debt issuance costs and
are amortized to "Interest expense and fees on floating rate note obligations" in the Statement of Operations.
At June 30, 2024, the aggregate value of the Underlying
Securities transferred to the TOB Issuer and the related liability for TOB Floaters was as follows:
Underlying Securities Transferred
to TOB Issuers |
Liability for Floating Rate
Note Obligations |
$89,447,965 |
$64,055,000 |
During the year ended June 30, 2024, the Fund’s
average TOB Floaters outstanding and the daily weighted average interest rate, including fees, were as follows:
Average Floating Rate Note
Obligations Outstanding |
Daily Weighted Average
Interest Rate |
$67,654,851 |
4.10% |
Annual Report | June 30, 2024 |
27 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
Other: Distributions received from investments
in securities that represent a return of capital or long-term capital gains are recorded as a reduction of the cost of investments or
as a realized gain, respectively.
3. SECURITIES VALUATION AND FAIR VALUE MEASUREMENTS
Fair value is defined as the price that the Fund
might reasonably expect to receive upon selling an investment in a timely transaction to an independent buyer in the principal or most
advantageous market of the investment. U.S. GAAP establishes a three-tier hierarchy to maximize the use of observable market data and
minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.
Inputs refer broadly to the assumptions that market
participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular
valuation technique used to measure fair value including using such a pricing model and/or the risk inherent in the inputs to the valuation
technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would
use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable
inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing
the asset or liability developed based on the best information available in the circumstances.
Various inputs are used in determining the value
of the Fund’s investments. These inputs are summarized in the three broad levels listed below.
|
Level 1 – |
Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date; |
|
|
|
|
Level 2 – |
Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and |
|
|
|
|
Level 3 – |
Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date. |
The inputs used to measure fair value may fall
into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within
which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value
measurement in its entirety.
Equity securities, including CEFs, are generally
valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Adviser believes such
prices more accurately reflect the fair market value of such securities. Securities that are traded on any stock exchange are generally
valued by the pricing service at the last quoted sale price. Lacking a last sale price, an exchange-traded security is generally valued
by the pricing service at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued by the pricing
service at the NASDAQ Official Closing Price. When using the market quotations or close prices provided by the pricing service and when
the market is considered active, the security will be classified as a Level 1 security. Sometimes, an equity security owned by the Fund
will be valued by the pricing service with factors other than market quotations or when the market is considered inactive. When this happens,
the security will be classified as a Level 2 security. When market quotations are not readily available, when the Adviser determines that
the market quotation or the price provided by the pricing service does not accurately reflect the current fair value, or when restricted
or illiquid securities are being valued, such securities are valued as determined in good faith by the Adviser, as the Fund’s valuation
designee, in conformity with guidelines adopted by and subject to review by the Board. These securities will be categorized as Level 3
securities.
28 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
Investments in mutual funds, including short-term
investments, are generally priced at the ending NAV provided by the service agent of the funds. These securities will be classified as
Level 1 securities.
Fixed income securities, including municipal bonds,
are normally valued at the mean between the closing bid and asked prices provided by independent pricing services. Prices obtained from
independent pricing services typically use information provided by market makers or estimates of market values obtained from yield data
relating to investments or securities with similar characteristics. These securities will be classified as Level 2 securities.
Futures contracts are normally valued at the final
settlement price or official closing price provided by independent pricing services. These securities will be classified as Level 1 securities.
Effective September 8, 2022, and pursuant to the
requirements of Rule 2a-5 under the 1940 Act, the Board approved updated valuation procedures for the Fund and designated the Adviser
as the Fund’s valuation designee to make all fair valuation determinations with respect to the Fund’s portfolio investments, subject to
the Board’s oversight.
In accordance with the Fund’s good faith
pricing guidelines, the Adviser is required to consider all appropriate factors relevant to the value of securities for which it has determined
other pricing sources are not available or reliable as described above. No single standard exists for determining fair value, because
fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities
being valued by the Adviser would appear to be the amount which the owner might reasonably expect to receive for them upon their current
sale. Methods which are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) discounted cash
flow models; (iii) weighted average cost or weighted average price; (iv) a discount from market of a similar freely traded security (including
a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (v) yield to maturity with respect
to debt issues, or a combination of these and other methods. Good faith pricing is permitted if, in the Adviser’s opinion, the validity
of market quotations appears to be questionable based on factors such as evidence of a thin market in the security based on a small number
of quotations, a significant event occurs after the close of a market but before the Fund’s NAV calculation that may affect a security’s
value, or the Adviser is aware of any other data that calls into question the reliability of market quotations.
Good faith pricing may also be used in instances
when the bonds in which the Fund invests default or otherwise cease to have market quotations readily available.
Annual Report | June 30, 2024 |
29 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
The following is a summary of the inputs used at June 30, 2024 in valuing
the Fund’s assets and liabilities:
Investments in Securities at Value* | |
Level 1 – Quoted Prices | | |
Level 2 – Other Significant Observable Inputs | | |
Level 3 – Significant Unobservable Inputs | | |
Total | |
Closed-End Funds | |
$ | 72,180,832 | | |
$ | – | | |
$ | – | | |
$ | 72,180,832 | |
Municipal Bonds | |
| – | | |
| 95,774,156 | | |
| – | | |
| 95,774,156 | |
Short-Term Investments | |
| 3,394,487 | | |
| – | | |
| – | | |
| 3,394,487 | |
Total | |
$ | 75,575,319 | | |
$ | 95,774,156 | | |
$ | – | | |
$ | 171,349,475 | |
Other Financial Instruments** | |
| | | |
| | | |
| | | |
| | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Future Contracts | |
$ | (1,193,754 | ) | |
$ | – | | |
$ | – | | |
$ | (1,193,754 | ) |
Total | |
$ | (1,193,754 | ) | |
$ | – | | |
$ | – | | |
$ | (1,193,754 | ) |
| * | Refer to the Fund’s Schedule of Investments for a listing of securities by type. |
| ** | Other financial instruments are derivative instruments reflected in the Schedule of Investments. Futures contracts are reported
at their unrealized appreciation/depreciation. |
The Fund did not hold Level 3 securities during the year ended June
30, 2024.
The Fund holds liabilities for floating rate note
obligations which are not reflected in the table above. The fair value of the Fund’s liabilities for floating rate note obligations approximates
their liquidation values. Floating rate note obligations are generally classified as Level 2.
4. DERIVATIVE FINANCIAL INSTRUMENTS
The following discloses the Fund’s use of
derivative instruments. The Fund’s investment objective not only permits the Fund to purchase investment securities, but also allows
the Fund to enter into various types of derivative contracts such as futures. In doing so, the Fund will employ strategies in differing
combinations to permit it to increase, decrease, or change the level or types of exposure to market factors. Central to those strategies
are features inherent to derivatives that make them more attractive for this purpose than equity or debt securities; they require little
or no initial cash investment, they can focus exposure on only selected risk factors, and they may not require the ultimate receipt or
delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objective more quickly and
efficiently than if it were to make direct purchases or sales of securities capable of affecting a similar response to market factors.
On October 28, 2020, the Securities and Exchange
Commission ("SEC") adopted Rule 18f-4 under the 1940 Act, which provides for the regulation of the use of derivatives and certain
related instruments by registered investment companies. Rule 18f-4 prescribes specific value-at-risk leverage limits for certain derivatives
users. In addition, Rule 18f-4 requires certain derivatives users to adopt and implement a derivatives risk management program (including
the appointment of a derivatives risk manager and the implementation of certain testing requirements) and prescribes reporting requirements
in respect of derivatives. Subject to certain conditions, if a fund qualifies as a “limited derivatives user,” as defined
in Rule 18f-4, it is not subject to the full requirements of Rule 18f-4. In connection with the adoption of Rule 18f-4, the SEC rescinded
certain of its prior guidance regarding asset segregation and coverage requirements in respect of derivatives transactions and related
instruments. With respect to reverse repurchase agreements, tender option bonds or other similar financing transactions in particular,
Rule 18f-4 permits a fund to enter into such transactions if the fund either (i) complies with the asset coverage requirements of Section
18 of the 1940 Act, and combines the aggregate amount of indebtedness associated with all tender option bonds or similar financing with
the aggregate amount of any other senior securities representing indebtedness when calculating the relevant asset coverage ratio, or (ii)
treats all tender option bonds or similar financing transactions as derivatives transactions for all purposes under Rule 18f-4. The Fund
was required to comply with Rule 18f-4 beginning August 19, 2022 and has adopted procedures for investing in derivatives and other transactions
in compliance with Rule 18f-4.
30 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
Market Risk Factors: In pursuit of its
investment objectives, the Fund may seek to use derivatives to increase or decrease its exposure to the following market risk factors:
Equity Risk: Equity risk relates to the change in
value of equity securities as they relate to increases or decreases in the general market.
Interest Rate Risk: Interest rate risk relates to
the risk that the municipal securities in the Fund’s portfolio will decline in value because of increases in market interest rates.
Risk of Investing in Derivatives
The Fund’s use of derivatives can result
in losses due to unanticipated changes in the market risk factors and the overall market. Derivatives may have little or no initial cash
investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This
use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase
the volatility of the Fund’s performance.
Additional associated risks from investing in
derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the
associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objective, but
are the additional risks from investing in derivatives. The use of derivatives is a highly specialized activity that involves investment
techniques and risks different from those associated with investments in more traditional securities and instruments.
Examples of these associated risks are liquidity
risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty
credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund.
In the ordinary course of business, the Fund may
enter into transactions subject to enforceable International Swaps and Derivatives Association, Inc. master agreements or other similar
arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows the Fund to offset certain
securities and derivatives with a specific counterparty, when applicable, as well as any collateral received or delivered to that counterparty
based on the terms of the agreements.
Annual Report | June 30, 2024 |
31 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
Futures
The Fund may invest in futures contracts in accordance
with its investment objectives. The Fund does so for a variety of reasons including for cash management, hedging or non-hedging purposes
in an attempt to achieve the Fund’s investment objective. A futures contract provides for the future sale by one party and purchase
by another party of a specified quantity of the security or other financial instrument at a specified price and time. A futures contract
on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference
between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally
written. Futures transactions may result in losses in excess of the amount invested in the futures contract. There can be no guarantee
that there will be a correlation between price movements in the hedging vehicle and in the portfolio securities being hedged. An incorrect
correlation could result in a loss on both the hedged securities in a fund and the hedging vehicle so that the portfolio return might
have been greater had hedging not been attempted. There can be no assurance that a liquid market will exist at a time when a fund seeks
to close out a futures contract or a futures option position. Lack of a liquid market for any reason may prevent a fund from liquidating
an unfavorable position, and the fund would remain obligated to meet margin requirements until the position is closed. In addition, a
fund could be exposed to risk if the counterparties to the contracts are unable to meet the terms of their contracts. With exchange-traded
futures, there is minimal counterparty credit risk to the Fund since futures are exchange-traded and the exchange’s clearinghouse,
as counterparty to all exchange-traded futures, guarantees the futures against default. The Fund is party to certain enforceable master
netting arrangements, which provide for the right of offset under certain circumstances, such as the event of default.
When a purchase or sale of a futures contract
is made by a fund, the fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of liquid assets
(“initial margin”). The margin required for a futures contract is set by the exchange on which the contract is traded and
may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the
futures contract that is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied.
These amounts are included in Deposit with broker for futures contracts on the Statement of Assets and Liabilities. Each day the Fund
may pay or receive cash, called “variation margin,” equal to the daily change in value of the futures contract. Such payments
or receipts are recorded for financial statement purposes as unrealized gains or losses by the Fund. Variation margin does not represent
a borrowing or loan by the Fund but instead is a settlement between the Fund and the broker of the amount one would owe the other if the
futures contract expired. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value
of the contract at the time it was opened and the value at the time it was closed.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
Derivative Instruments: The following tables disclose the amounts
related to the Fund’s use of derivative instruments.
The effect of derivatives instruments on the Fund’s Statement of Assets
and Liabilities as of June 30, 2024:
| |
Asset
Derivatives | |
| |
Risk Exposure Statement | |
Statement of Assets and Liabilities Location | |
Fair Value | |
Interest Rate Risk (Futures Contracts)* | |
Variation Margin Receivable | |
$ | (1,193,754 | ) |
| * | Fair Value represents the cumulative unrealized appreciation (depreciation) on open futures contracts
as reported in the Fund’s Schedule of Investments. Only the variation margin on open futures contracts is reported within the Statement
of Assets and Liabilities as variation margin receivable. |
The effect of derivative instruments on the Statement of Operations
for the year ended June 30, 2024:
Risk Exposure | |
Statement of Operations Location | |
Realized Gain/Loss on Derivatives | | |
Change in Unrealized Appreciation/ Depreciation on Derivatives | |
Interest rate risk (Futures contracts) | |
Net realized gain on futures contracts; Net change in unrealized appreciation/ depreciation on futures contracts | |
$ | 4,491,231 | | |
$ | (1,616,220 | ) |
The futures contracts average notional amount during the year ended
June 30, 2024, is noted below.
| |
Average Notional Amount of | |
Fund | |
Futures Contracts | |
RiverNorth Opportunistic Municipal Income Fund, Inc. | |
$ | (59,112,109 | ) |
5. ADVISORY FEES, DIRECTOR FEES AND OTHER AGREEMENTS
RiverNorth serves as the investment adviser to
the Fund. Under the terms of the management agreement, the Adviser, subject to the supervision of the Board, provides or arranges to be
provided to the Fund such investment advice as it deems advisable and will furnish or arrange to be furnished a continuous investment
program for the Fund consistent with its investment objectives and policies. As compensation for its management services, the Fund pays
the Adviser a fee of 1.05% of the Fund’s average daily Managed Assets calculated as the total assets of the Fund, including assets
attributable to leverage, less liabilities other than debt representing leverage and any preferred stock that may be outstanding. This
fee is payable at the end of each calendar month. For the year ended June 30, 2024, the Adviser earned fees of $1,844,709, of which $149,485
remained payable at June 30, 2024. The Fund also accrued $27,960 in Chief Compliance Officer ("CCO") fees, of which $6,266 remained
payable at June 30, 2024.
Annual Report | June 30, 2024 |
33 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
MacKay Shields, LLC is the investment sub-adviser
to the Fund. Under the terms of the sub-advisory agreement, the Sub-Adviser, subject to the supervision of the Adviser and the Board,
provides to the Fund such investment advice as is deemed advisable and will furnish a continuous investment program for the portion of
assets managed, consistent with the Fund’s investment objective and policies. As compensation for its sub-advisory services, the
Adviser is obligated to pay the Sub-Adviser a fee computed and accrued daily and paid monthly in arrears based on an annual rate of 0.20%
of the average daily Managed Assets of the Fund.
ALPS Fund Services, Inc. (“ALPS”),
serves as administrator to the Fund. Under an Administration, Bookkeeping and Pricing Services Agreement, ALPS is responsible for calculating
the net asset and daily Managed Assets values, providing additional fund accounting and tax services, and providing fund administration
and compliance-related services to the Fund. ALPS is entitled to receive the greater of an annual minimum fee or a monthly fee based on
the Fund’s average net assets, plus out-of-pocket expenses.
DST Systems Inc. (“DST”), the parent
company of ALPS, serves as the Transfer Agent to the Fund. Under the Transfer Agency Agreement, DST is responsible for maintaining all
shareholder records of the Fund. DST is a wholly-owned subsidiary of SS&C Technologies Holdings, Inc., a publicly traded company listed
on the NASDAQ Global Select Market.
State Street Bank & Trust, Co. serves as the Fund’s custodian.
The Fund pays no salaries or compensation to its
officers or to any interested Director employed by the Adviser or Sub-Adviser, and the Fund has no employees except as noted below. For
their services, the Directors of the Fund who are not employed by the Adviser or Sub-Adviser, receive an annual retainer in the amount
of $16,500, and an additional $2,000 for attending each quarterly meeting of the Board and an additional fee of $1,500 for each special
meeting of the Board. In addition, the lead Independent Director receives $1,333 annually, the Chair of the Audit Committee receives $1,111
annually and the Chair of the Nominating and Corporate Governance Committee receives $667 annually. The Directors not employed by the
Adviser or Sub-Adviser are also reimbursed for all reasonable out-of-pocket expenses relating to attendance at meetings of the Board.
These fees are paid out of the Adviser’s fee.
The CCO of the Fund is an employee of the Adviser.
The Fund reimburses the Adviser for certain compliance costs related to the Fund, including a portion of the CCO’s compensation.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
6. NEW ACCOUNTING PRONOUNCEMENTS AND RULE ISSUANCES
In December 2022, FASB deferred ASU 2022-04 and
issued ASU 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848, which extends the application of the amendments through
December 31, 2024. Management has not yet elected to apply the amendments, is continuously evaluating the potential effect a discontinuation
of LIBOR could have on the Funds’ investments and has currently determined that it is unlikely the ASU’s adoption will have
a significant impact on the Funds’ financial statements and various filings.
In June 2022, the FASB issued ASU 2022-03 to clarify
the guidance in Topic 820, Fair Value Measurement ("Topic 820"). The amendments in ASU 2022-03 affect all entities that have
investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 (1) clarifies
the guidance in Topic 820, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale
of equity security, (2) amends a related illustrative example, and (3) introduces new disclosure requirements for equity securities subject
to contractual sale restrictions that are measured at fair value in accordance with Topic 820. For public business entities, the amendments
in ASU 2022-03 are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all
other entities, the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal
years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for
issuance. Management is currently assessing the impact of these provisions on the Funds’ financial statements.
7. CREDIT AGREEMENT
On December 24, 2020, the Fund entered into a
credit agreement for margin financing with Pershing LLC (“Pershing Credit Agreement”). The Pershing Credit Agreement permits
the Fund to borrow funds that are collateralized by assets held in a special custody account held at State Street Bank & Trust Co.
pursuant to a Special Custody and Pledge Agreement. Borrowings under this arrangement bear interest at the overnight bank funding rate
plus 80 basis points. The maximum borrowing allowed is $50,000,000.
On August 1, 2023, the Fund entered into an additional
credit agreement with BNP Paribas (“BNP Credit Agreement”). The BNP Credit Agreement permits the Fund to borrow funds that
are collateralized by assets held at BNP Paribas pursuant to the agreement. Under the terms of the BNP Credit Agreement, the Fund may
borrow up to $15,000,000 bearing an interest rate of the Overnight Bank Funding Rate plus a fixed rate determined by the securities pledged
as collateral. Any unused portion of the BNP Credit Agreement is subject to a commitment fee of 0.50% of the unused portion of the facility
until a utilization of 80% or greater is met.
The Fund did not utilize the Pershing or the BNP Credit Agreement for
the year ended June 30, 2024. There was no outstanding balance on the Pershing or the BNP Credit Agreement as of June 30, 2024.
Annual Report | June 30, 2024 |
35 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
8. TAX BASIS INFORMATION
Tax Basis of Distributions to Shareholders:
The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization
for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may
differ from the fiscal year in which the income or realized gains were recorded by the Fund.
The tax character of the distributions paid by
the Fund during the fiscal years ended June 30, 2024 and June 30, 2023 were as follows:
| |
For the Year Ended | | |
For the Year Ended | |
| |
June 30, 2024 | | |
June 30, 2023 | |
Ordinary Income | |
$ | 155,347 | | |
$ | 79,025 | |
Tax-Exempt Income | |
| 1,716,306 | | |
| 2,413,891 | |
Return of Capital | |
| 5,544,486 | | |
| 5,209,160 | |
Total | |
$ | 7,416,139 | | |
$ | 7,702,076 | |
Components of Distributable Earnings on a Tax
Basis: The tax components of distributable earnings are determined in accordance with income tax regulations which may differ from
the composition of net assets reported under GAAP. Accordingly, for the year ended June 30, 2024, certain differences were reclassified.
The amounts reclassified did not affect net assets and were primarily related to the treatment of tender option bonds. The reclassifications
were as follows:
| |
Paid-in capital | | |
Total
distributable earnings
(accumulated deficit) | |
| |
$ | (658,590 | ) | |
$ | 658,590 | |
At June 30, 2024, the components of distributable earnings (accumulated
deficit) on a tax basis for the Fund was as follows:
Accumulated Capital Loss | |
$ | (7,962,752 | ) |
Unrealized Appreciation | |
$ | 4,431,399 | |
Total | |
$ | (3,531,353 | ) |
Capital Losses: As of June 30, 2024, the
Fund had capital loss carryforwards which may reduce the Fund’s taxable income arising from future net realized gains on investments,
if any, to the extent permitted by the IRC and thus may reduce the amount of the distributions to shareholders which would otherwise be
necessary to relieve the Fund of any liability for federal tax pursuant to the IRC. The capital loss carryforwards may be carried forward
indefinitely. Capital losses carried forward for the year ended June 30, 2024, were as follows:
| |
Non-Expiring | | |
Non-Expiring | |
| |
Short-Term | | |
Long-Term | |
| |
$ | 807,303 | | |
$ | 7,155,449 | |
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
Unrealized Appreciation and Depreciation on
Investments: The amount of net unrealized appreciation/(depreciation) and the cost of investment securities for tax purposes, adjusted
for tender option bonds, including short-term securities at June 30, 2024, was as follows:
Cost of investments for income tax purposes | |
$ | 102,863,077 | |
Gross appreciation on investments (excess of value over tax cost) | |
| 7,454,642 | |
Gross depreciation on investments (excess of tax cost over value) | |
| (3,023,243 | ) |
Net unrealized appreciation on investments | |
$ | 4,431,399 | |
The differences between book basis and tax basis
unrealized appreciation/(depreciation) were attributable primarily to the tax deferral of losses on wash sales and mark-to-market on futures
contracts.
9. INVESTMENT TRANSACTIONS
Investment transactions for the year ended June
30, 2024, excluding short-term investments, were as follows:
| |
Purchases | | |
Sales | |
| |
$ | 111,724,236 | | |
$ | 122,354,492 | |
10. CAPITAL SHARE TRANSACTIONS
The Fund’s authorized capital stock consists
of 50,000,000 shares of common stock, $0.0001 par value per share, all of which is classified as common shares. Under the rules of the
NYSE applicable to listed companies, the Fund is required to hold an annual meeting of stockholders in each year.
On October 25, 2018, 5,950,000 shares were issued
in connection with the Fund’s initial public offering. Proceeds from the sale of shares was $119,000,000.
Offering costs of $254,730 (representing $0.04
per common share) were offset against proceeds of the offerings and were charged to paid-in capital of the shares. The Adviser has paid
all organization costs of the Fund and those offering costs of the Fund that exceeded $0.04 per share.
The Fund had issued and outstanding 6,374,539 shares of common stock
at June 30, 2024.
Additional shares of the Fund may be issued under
certain circumstances, including pursuant to the Fund’s Automatic Dividend Reinvestment Plan, as defined within the Fund’s organizational
documents. Additional information concerning the Automatic Dividend Reinvestment Plan is included within this report.
Annual Report | June 30, 2024 |
37 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Notes to Financial Statements |
June 30, 2024 |
11. INDEMNIFICATIONS
Under the Fund’s organizational documents,
its Officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. Additionally,
in the normal course of business, the Fund enters into contracts with service providers that may contain general indemnification clauses.
The Fund’s maximum exposure under those arrangements is unknown, as this would involve future claims that may be made against the
Fund that have not yet occurred.
12. SUBSEQUENT EVENTS
Subsequent to June 30, 2024, the Fund paid the following distributions:
Ex-Date | |
Record Date | |
Payable Date | |
Rate (per share) | |
July 15, 2024 | |
July 15, 2024 | |
July 31, 2024 | |
$ | 0.0965 | |
August 15, 2024 | |
August 15, 2024 | |
August 30, 2024 | |
$ | 0.0965 | |
The Fund has performed an evaluation of subsequent
events through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Report of Independent Registered Public Accounting Firm |
June 30, 2024 |
To the Shareholders and Board of Directors of
RiverNorth Opportunistic Municipal Income Fund, Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of
assets and liabilities, including the schedule of investments, of RiverNorth Opportunistic Municipal Income Fund, Inc. (the “Fund”)
as of June 30, 2024, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets
for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and
the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Fund as of June 30, 2024, the results of its operations and its cash flows
for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and
are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned as of June 30, 2024, by correspondence with the custodian, brokers, and trust
administrators. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of
RiverNorth Capital Management, LLC’s investment companies since 2006.
COHEN & COMPANY, LTD.
Cleveland, Ohio
August 28, 2024
Annual Report | June 30, 2024 |
39 |
RiverNorth Flexible Municipal Income Fund, Inc.
Dividend Reinvestment Plan |
June 30, 2024 (Unaudited) |
The Fund has an automatic dividend reinvestment
plan commonly referred to as an “opt-out” plan. Unless the registered owner of Common Shares elects to receive cash by contacting
DST (the “Plan Administrator”), all dividends and distributions declared on Common Shares will be automatically reinvested
by the Plan Administrator for shareholders in the Fund’s Automatic Dividend Reinvestment Plan (the “Plan”), in additional
Common Shares. Common Shareholders who elect not to participate in the Plan will receive all dividends and other distributions in cash
paid by check mailed directly to the shareholder of record (or, if the Common Shares are held in street or other nominee name, then to
such nominee) by the Plan Administrator as dividend disbursing agent. Participation in the Plan is completely voluntary and may be terminated
or resumed at any time without penalty by notice if received and processed by the Plan Administrator prior to the dividend record date;
otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Such
notice will be effective with respect to a particular dividend or other distribution (together, a “Dividend”). Some brokers
may automatically elect to receive cash on behalf of Common Shareholders and may re-invest that cash in additional Common Shares. Reinvested
Dividends will increase the Fund’s Managed Assets on which the management fee is payable to the Adviser (and by the Adviser to the
Sub-Adviser).
Whenever the Fund declares a Dividend payable
in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in Common Shares. The
Common Shares will be acquired by the Plan Administrator for the participants’ accounts, depending upon the circumstances described
below, either (i) through receipt of additional unissued but authorized Common Shares from the Fund (“Newly Issued Common Shares”)
or (ii) by purchase of outstanding Common Shares on the open market (“Open-Market Purchases”) on the NYSE or elsewhere. If,
on the payment date for any Dividend, the closing market price plus estimated brokerage commissions per Common Share is equal to or greater
than the NAV per Common Share, the Plan Administrator will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants.
The number of Newly Issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar
amount of the Dividend by the Fund’s NAV per Common Share on the payment date. If, on the payment date for any Dividend, the NAV
per Common Share is greater than the closing market value plus estimated brokerage commissions (i.e., the Fund’s Common Shares
are trading at a discount), the Plan Administrator will invest the Dividend amount in Common Shares acquired on behalf of the participants
in Open-Market Purchases.
In the event of a market discount on the payment
date for any Dividend, the Plan Administrator will have until the last business day before the next date on which the Common Shares trade
on an “ex-dividend” basis or 30 days after the payment date for such Dividend, whichever is sooner (the “Last Purchase
Date”), to invest the Dividend amount in Common Shares acquired in Open-Market Purchases. It is contemplated that the Fund will
pay monthly income Dividends. If, before the Plan Administrator has completed its Open-Market Purchases, the market price per Common Share
exceeds the NAV per Common Share, the average per Common Share purchase price paid by the Plan Administrator may exceed the NAV of the
Common Shares, resulting in the acquisition of fewer Common Shares than if the Dividend had been paid in Newly Issued Common Shares on
the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan
Administrator is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount
shifts to a market premium during the purchase period, the Plan Administrator may cease making Open-Market Purchases and may invest the
uninvested portion of the Dividend amount in Newly Issued Common Shares at the NAV per Common Share at the close of business on the Last
Purchase Date.
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RiverNorth Flexible Municipal Income Fund, Inc.
Dividend Reinvestment Plan |
June 30, 2024 (Unaudited) |
The Plan Administrator maintains all shareholders’
accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders
for tax records. Common Shares in the account of each Plan participant will be held by the Plan Administrator on behalf of the Plan participant,
and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all
proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the
participants.
Beneficial owners of Common Shares who hold their
Common Shares in the name of a broker or nominee should contact the broker or nominee to determine whether and how they may participate
in the Plan. In the case of Common Shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial
owners, the Plan Administrator will administer the Plan on the basis of the number of Common Shares certified from time to time by the
record shareholder’s name and held for the account of beneficial owners who participate in the Plan.
There will be no brokerage charges with respect
to Common Shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in
connection with Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any federal, state or
local income tax that may be payable (or required to be withheld) on such Dividends, even though such participants have not received any
cash with which to pay the resulting tax. Participants that request a sale of Common Shares through the Plan Administrator are subject
to brokerage commissions.
The Fund reserves the right to amend or terminate
the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right
to amend the Plan to include a service charge payable by the participants. All correspondence or questions concerning the Plan should
be directed to the Plan Administrator at (844) 569-4750.
Annual Report | June 30, 2024 |
41 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2024 (Unaudited) |
The following information in this annual report
is a summary of certain information about the Fund and changes since the Fund’s most recent annual report for June 30, 2023 (the
“prior disclosure date”). This information may not reflect all of the changes that have occurred since you purchased the Fund.
Summary of Fund Expenses
The following table shows estimated Fund expenses
as a percentage of net assets attributable to Common Shares. The expenses shown in the table and related footnotes, along with the example,
are based on the Fund’s capital structure as of June 30, 2024. Actual expenses may be greater or less than those shown below.
Shareholder Transaction Expenses |
As a Percentage of
Offering Price |
Sales Load |
–%* |
Offering Expenses Borne by Common Shareholders of the Fund |
–%* |
Dividend Reinvestment Plan Fees |
–(1)* |
Preferred Shares Offering Expenses Borne by the Fund (as a percentage of net assets attributable to Common Shares) |
–%* |
|
As a Percentage
of Net Assets
Attributable to
Common Shares
(Assuming the Use
of Leverage Equal
to 36.83% of the
Fund’s Managed
Assets) |
Annual Expenses |
|
Management fee(2) |
1.72% |
Leverage costs(3)(4)(5) |
2.62% |
Dividends on Preferred Shares(6) |
– |
Other expenses |
0.76% |
Acquired fund fees and expenses(7) |
1.86% |
Total annual expenses |
6.96% |
The purpose of the table above and the example
below is to help you understand the fees and expenses that you, as a Common Shareholder, would bear directly or indirectly. The expenses
shown in the table under “Other Expenses” and “Total annual expenses” assume that the Fund has not issued any
additional Common Shares.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2024 (Unaudited) |
Example(8)
The example illustrates the expenses you would
pay on a $1,000 investment in Common Shares, assuming (1) “Total annual expenses” of 6.96% of net assets attributable to Common
Shares, and (2) a 5% annual return.
|
1 year |
3 years |
5 years |
10 years |
Total Expenses Incurred |
$69 |
$203 |
$331 |
$631 |
The example should not be considered a representation
of future expenses. Actual expenses may be greater or less than those assumed.
| * | The applicable prospectus supplement to be used in connection with any sales of Common Shares or Preferred
Shares will set forth any applicable sales load and the estimated offering expenses borne by the Fund under an Offering. |
| (1) | There will be no brokerage charges with respect to common shares issued directly by the Fund under
the dividend reinvestment plan. You will pay brokerage charges in connection with open market purchases or if you direct the plan agent
to sell your common shares held in a dividend reinvestment account. |
| (2) | The management fee is charged as a percentage of the Fund’s average daily Managed Assets, as
opposed to net assets. With leverage, Managed Assets are greater in amount than net assets, because Managed Assets include assets attributable
to the Fund’s use of leverage created by its borrowings and tender option bond transactions. In addition, the mark-to-market value
of the Fund’s derivatives are used for purposes of calculating Managed Assets. The management fee of 1.05% of the Fund’s Managed
Assets represents 1.72% of net assets attributable to Common Shares assuming the use of leverage in an amount of 36.83% of the Fund’s
Managed Assets. The Fund’s average Managed Assets for the fiscal year ended June 30, 2024 (which includes the use of leverage discussed
in footnote (4)) were multiplied by the annual advisory fee rate and then divided by the Fund’s average net assets for the same period
to calculate the management fee as a percentage of the Fund’s net assets attributable to common shares. |
| (3) | The actual amount of interest expense borne by the Fund will vary over time in accordance with the
level of the Fund’s use of leverage and variations in market interest rates. See “Use of Leverage.” |
| (4) | The “Leverage Costs” include the expenses associated with the Fund’s tender option
bond (“TOB”) transactions, including remarketing, administration and trustee services to a TOB issuer. |
| (5) | Interest and fees on leverage in the table reflect the cost to the Fund of borrowings and TOB transactions,
expressed as a percentage of the Fund’s net assets as of June 30, 2024. The table assumes the use of leverage from borrowings and
the proceeds of TOB transactions representing, in the aggregate, 36.83% of Managed Assets, which reflects approximately the percentage
of the Fund’s total average Managed Assets attributable to such leverage averaged over the year ended June 30, 2024, at a weighted average
annual expense to the Fund of 4.10%. |
| (6) | As of the date of this report, the Fund has not issued any Preferred Shares. The applicable prospectus
supplement will set forth the expense related to any Preferred Shares issued in the future. |
| (7) | The “Acquired fund fees and expenses” disclosed above are based on the expense ratios for
the most recent fiscal year of the Underlying Funds in which the Fund has invested, which may change substantially over time and, therefore,
significantly affect “Acquired fund fees and expenses.” These amounts are based on the total expense ratio disclosed in each
Underlying Fund’s most recent shareholder report. “Acquired fund fees and expenses” are not charged directly to the
Fund, but rather reflect the estimated pro rata portion of the Underlying Funds’ fees attributable to the Fund’s investments
in shares of the Underlying Funds. The 1.86% shown as “Acquired fund fees and expenses” reflects estimated operating expenses
of the Underlying Funds and transaction-related fees. Certain Underlying Funds in which the Fund intends to invest generally charge a
management fee of 1.00% to 2.00%, which are included in “Acquired fund fees and expenses,” as applicable. Acquired fund fees
and expenses are borne indirectly by the Fund, but they are not reflected in the Fund’s financial statements; and the information
presented in the table will differ from that presented in the Fund’s financial highlights. |
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RiverNorth Opportunistic Municipal Income Fund, Inc.
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| (8) | The example does not include sales load or estimated offering costs and considers the expense limitation
only for the periods in which it is in effect. The example should not be considered a representation of future expenses. The example assumes
that the estimated “Other expenses” set forth in the table are accurate and that all dividends and distributions are reinvested
at NAV and that the Fund is engaged in leverage of 36.83% of Managed Assets, assuming interest and fees on leverage of 4.10%. The interest
and fees on leverage is expressed as an interest rate and represents interest and fees payable on the Credit Agreement. Actual expenses
may be greater or less than those shown. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical
5% annual return shown in the example. |
The purpose of the table and the example above
is to help investors understand the fees and expenses that they, as Common Shareholders, would bear directly or indirectly.
Investment Objectives
There have been no changes in the Fund’s
investment objectives since the prior disclosure date that have not been approved by shareholders.
The Fund’s primary investment objective
is current income exempt from regular U.S. federal income taxes (but which may be includable in taxable income for purposes of the Federal
alternative minimum tax). The Fund’s secondary investment objective is total return.
Principal Investment Strategies and Policies
There have been no changes in the Fund’s
Principal Investment Strategies and Policies since the prior disclosure date.
Under normal market conditions, the Fund seeks
to achieve its investment objectives by investing, directly or indirectly, at least 80% of its Managed Assets (defined below) in municipal
bonds, the interest on which is, in the opinion of bond counsel to the issuers, generally excludable from gross income for regular U.S.
federal income tax purposes, except that the interest may be includable in taxable income for purposes of the Federal alternative minimum
tax (“Municipal Bonds”). In order to qualify to pay exempt-interest dividends, which are items of interest excludable from
gross income for federal income tax purposes, the Fund seeks to invest at least 50% of its Managed Assets either directly (and indirectly
through tender option bond transactions) in such Municipal Bonds or in other funds that are taxed as regulated investment companies.
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Municipal Bonds are debt obligations, which may
have a variety of issuers, including governmental entities or other qualifying issuers. Issuers may be states, territories and possessions
of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities. Such territories of
the United States include Puerto Rico. Municipal Bonds include, among other instruments, general obligation bonds, revenue bonds, municipal
leases, certificates of participation, private activity bonds, moral obligation bonds, and tobacco settlement bonds, as well as short-term,
tax-exempt obligations such as municipal notes and variable rate demand obligations.
The Fund seeks to allocate its assets between
the two principal strategies described below. The Adviser determines the portion of the Fund’s Managed Assets to allocate to each
strategy and may, from time to time, adjust the allocations. Under normal market conditions, the Fund may allocate between 25% and 50%
of its Managed Assets to the Tactical Municipal Closed-End Fund (“CEF”) Strategy and 50% to 75% of its Managed Assets to the
Municipal Bond Income Strategy.
Tactical Municipal Closed-End Fund Strategy
(25%-50% of Managed Assets). This strategy seeks to (i) generate returns through investments in CEFs, exchange-traded funds (“ETFs”)
and other investment companies (collectively, the “Underlying Funds”) that invest, under normal market conditions, at least
80% of their net assets, plus the amount of any borrowings for investment purposes, in Municipal Bonds, and (ii) derive value from the
discount and premium spreads associated with CEFs that invest, under normal market conditions, at least 80% of their net assets, plus
the amount of any borrowings for investment purposes, in Municipal Bonds. All Underlying Funds will be registered under the Securities
Act of 1933, as amended (the “Securities Act”).
Under normal market conditions, the Fund limits
its investments in CEFs that have been in operation for less than one year to no more than 10% of the Fund’s Managed Assets allocated
to the Tactical Municipal CEF Strategy. The Fund will not invest in inverse ETFs or leveraged ETFs. Under normal market conditions, the
Fund may not invest more than 20% of its Managed Assets in the Tactical Municipal CEF Strategy in single state municipal CEFs. The Fund’s
shareholders will indirectly bear the expenses, including the management fees, of the Underlying Funds.
Under Section 12(d)(1)(A) of the 1940 Act, the
Fund may hold securities of an Underlying Fund in amounts which (i) do not exceed 3% of the total outstanding voting stock of the Underlying
Fund, (ii) do not exceed 5% of the value of the Fund’s total assets and (iii) when added to all other Underlying Fund securities
held by the Fund, do not exceed 10% of the value of the Fund’s total assets. These limits may be exceeded when permitted under Rule
12d1-4. The Fund intends to rely on either Section 12(d)(1)(F) of the 1940 Act, which provides that the provisions of Section 12(d)(1)(A)
shall not apply to securities purchased or otherwise acquired by the Fund if (i) immediately after such purchase or acquisition not more
than 3% of the total outstanding stock of such Underlying Fund is owned by the Fund and all affiliated persons of the Fund, and (ii) certain
requirements are met with respect to sales charges, or Rule 12d1-4.
The Fund may invest in Underlying Funds that
invest in securities that are rated below investment grade, including those receiving the lowest ratings from S&P Global Ratings
(“S&P”), Fitch Ratings, a part of the Fitch Group (“Fitch”), or Moody’s Investor Services, Inc. (“Moody’s”),
or comparably rated by another nationally recognized statistical rating organization (“NRSRO”) or, if unrated, determined
by the Adviser or the “Subadviser to be of comparable credit quality, which indicates that the security is in default or has little
prospect for full recovery of principal or interest. Below investment grade securities (such as securities rated below BBB- by S&P
or Fitch or below Baa3 by Moody’s) are commonly referred to as “junk” and “high yield” securities. Below
investment grade securities are considered speculative with respect to the issuer’s capacity to pay interest and repay principal.
The Underlying Funds in which the Fund invests may invest in securities receiving the lowest ratings from the NRSROs, including securities
rated C by Moody’s or D- by S&P. Lower rated below investment grade securities are considered more vulnerable to nonpayment
than other below investment grade securities and their issuers are more dependent on favorable business, financial and economic conditions
to meet their financial commitments. The lowest rated below investment grade securities are typically already in default.
Annual Report | June 30, 2024 |
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
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The Underlying Funds in which the Fund invests
will not include those that are advised or subadvised by the Adviser, the Subadviser or their affiliates.
Municipal Bond Income Strategy (50%-75% of
Managed Assets). This strategy seeks to capitalize on inefficiencies in the tax-exempt and tax-advantaged securities markets through
investments in Municipal Bonds. Under normal market conditions, the Fund may not directly invest more than 25% of the Managed Assets allocated
to the Municipal Bond Income Strategy in Municipal Bonds in any one industry or in any one state of origin, and the Fund may not directly
invest more than 5% of the Managed Assets allocated to this strategy in the Municipal Bonds of any one issuer, except that the foregoing
industry and issuer restrictions shall not apply to general obligation bonds and the Fund will consider the obligor or borrower underlying
the Municipal Bond to be the “issuer.” The Fund may invest up to 30% of the Managed Assets allocated to the Municipal Bond
Income Strategy in Municipal Bonds that pay interest that may be includable in taxable income for purposes of the Federal alternative
minimum tax. The Fund can invest, directly or indirectly through Underlying Funds, in bonds of any maturity; however, under this strategy,
it will generally invest in Municipal Bonds that have a maturity of five years or longer at the time of purchase.
Under normal market conditions, the Fund invests
at least 65% of the Fund’s Managed Assets allocated to the Municipal Bond Income Strategy directly in investment grade Municipal
Bonds. The Subadviser invests no more than 20% of the Managed Assets allocated to the Municipal Bond Income Strategy in Municipal Bonds
rated at or below Caa1 by Moody’s or CCC+ by S&P or Fitch, or comparably rated by another NRSRO, including unrated bonds judged
to be of equivalent quality as determined by the Adviser or Subadviser, as applicable. Investment grade securities are those rated Baa
or higher by Moody’s (although Moody’s considers securities rated Baa to have speculative characteristics) or BBB or higher
by S&P or rated similarly by another NRSRO or, if unrated, judged to be of equivalent quality as determined by the Adviser or Subadviser,
as applicable. If the independent ratings agencies assign different ratings to the same security, the Fund will use the higher rating
for purposes of determining the security’s credit quality. Subject to the foregoing limitations, the Fund may invest in securities
receiving the lowest ratings from the NRSROs, including securities rated C by Moody’s or D- by S&P, which indicates that the
security is in default or has little prospect for full recovery of principal or interest.
Under normal market conditions, the Fund, or the
Underlying Funds in which the Fund invests, invests at least 50% of its Managed Assets, directly or indirectly in investment grade Municipal
Bonds.
“Managed Assets” means the total assets
of the Fund, including assets attributable to leverage, minus liabilities (other than debt representing leverage and any preferred stock
that may be outstanding). Such assets attributable to leverage include the portion of assets in tender option bond trusts of which the
Fund owns TOB Residuals (as defined below) that has been effectively financed by the trust’s issuance of TOB Floaters (as defined
below).
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Other Investments. The Fund may invest,
directly or indirectly, up to 20% of its Managed Assets in taxable municipal securities. Any portion of the Fund’s assets invested
in taxable municipal securities does not count toward the 50%-75% of the Fund’s assets allocated to Municipal Bonds.
The Fund may at times establish hedging positions,
which may include short sales and derivatives, such as options, futures and swaps (“Hedging Positions”). Such Hedging Positions
may be used to attempt to protect against possible changes in the value of securities held in or to be purchased for the Fund’s portfolio
and to manage the effective maturity or duration of the Fund’s portfolio. The Fund’s Hedging Positions may, however, result in income
or gain to the Fund that is not exempt from regular U.S. federal income taxes.
A short sale is a transaction in which the Fund
sells a security that it does not own in anticipation of a decline in the market price of the security. The Fund may benefit from a short
position when the shorted security decreases in value by more than the cost of the transaction but will suffer a loss on a short sale
if the security’s value does not decline or increase. The Fund will not engage in any short sales of securities issued by CEFs.
The Fund also may attempt to enhance the return
on the cash portion of its portfolio by investing in total return swap agreements. A total return swap agreement provides the Fund with
a return based on the performance of an underlying asset, in exchange for fee payments to a counterparty based on a specific rate. The
difference in the value of these income streams is recorded daily by the Fund, and is typically settled in cash at least monthly. If the
underlying asset declines in value over the term of the swap, the Fund would be required to pay the dollar value of that decline plus
any applicable fees to the counterparty. The Fund may use its own net asset value (“NAV”) or any other reference asset that
the Adviser or Subadviser chooses as the underlying asset in a total return swap. The Fund limits the notional amount of all total return
swaps in the aggregate to 15% of the Fund’s Managed Assets.
The Fund may also purchase and sell municipal
market data rate locks (“MMD Rate Locks”). An MMD Rate Lock permits the Fund to lock in a specified municipal interest rate
for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as a duration management
technique or to protect against any increase in the price of securities to be purchased at a later date.
In addition to the foregoing principal investment
strategies of the Fund, the Adviser also may allocate the Fund’s Managed Assets among cash and short-term investments. There are
no limits on the Fund’s portfolio turnover, and the Fund may buy and sell securities to take advantage of potential short-term trading
opportunities without regard to length of time and when the Adviser or Subadviser believes investment considerations warrant such action.
High portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to common shareholders,
will be taxable as ordinary income. In addition, a higher portfolio turnover rate results in correspondingly greater brokerage commissions
and other transactional expenses that are borne by the Fund.
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All percentage limitations are measured at the
time of investment and may be exceeded on a going-forward basis as a result of credit rating downgrades or market value fluctuations
of the Fund’s portfolio securities. Unless otherwise specified herein, the Fund may count its holdings in Underlying Funds towards
various guideline tests, including the 80% policy so long as the earnings on the underlying holdings of such Underlying Funds are exempt
from regular U.S. federal income taxes (but which may be includable in taxable income for purposes of the Federal alternative minimum
tax).
Unless otherwise specified, the investment policies
and limitations of the Fund are not considered to be fundamental by the Fund and can be changed without a vote of the common shareholders.
The Fund’s primary investment objective, 80% policy and certain investment restrictions specifically identified as such in the Fund’s
Statement of Additional Information are considered fundamental and may not be changed without the approval of the holders of a majority
of the outstanding voting securities of the Fund, as defined in the 1940 Act, which includes common shares and Preferred Shares, if any,
voting together as a single class, and the holders of the outstanding preferred shares, if any, voting as a single class.
Portfolio Composition
Set forth below is a description of the various
types of Municipal Bonds in which the Fund may invest. Obligations are included within the term “Municipal Bonds” if the interest
paid thereon is excluded from gross income for U.S. federal income tax purposes in the opinion of bond counsel to the issuer.
Municipal Bonds are either general obligation
or revenue bonds and typically are issued to finance public projects, such as roads or public buildings, to pay general operating expenses
or to refinance outstanding debt. Municipal Bonds may also be issued for private activities, such as housing, medical and educational
facility construction or for privately owned industrial development and pollution control projects. General obligation bonds are backed
by the full faith and credit and taxing authority of the issuer and may be repaid from any revenue source. Revenue bonds may be repaid
only from the revenues of a specific facility or source. The Fund also may purchase Municipal Bonds that represent lease obligations.
These carry special risks because the issuer of the bonds may not be obligated to appropriate money annually to make payments under the
lease.
The Municipal Bonds in which the Fund primarily
invests pay interest or income that, in the opinion of bond counsel to the issuer, is exempt from regular U.S. federal income tax. The
Adviser and the Subadviser will not conduct their own analysis of the tax status of the interest paid by Municipal Bonds held by the Fund,
but will rely on the opinion of counsel to the issuer of each such instrument. The Fund may also invest in Municipal Bonds issued by United
States Territories (such as Puerto Rico or Guam) that are exempt from regular U.S. federal income tax. In addition, the Fund may invest
in other securities that pay interest or income that is, or make other distributions that are, exempt from regular U.S. federal income
tax and/or state and local taxes, regardless of the technical structure of the issuer of the instrument. The Fund treats all of such tax-exempt
securities as Municipal Bonds.
The yields on Municipal Bonds are dependent on
a variety of factors, including prevailing interest rates and the condition of the general money market and the municipal bond market,
the size of a particular offering, the maturity of the obligation and the rating of the issuer. The market value of Municipal Bonds will
vary with changes in interest rate levels and as a result of changing evaluations of the ability of bond issuers to meet interest and
principal payments.
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Summary of Updated Information Regarding the Fund |
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General Obligation Bonds. General obligation
bonds are backed by the issuer’s full faith and credit and taxing authority for the payment of principal and interest. The taxing
authority of any governmental entity may be limited, however, by provisions of its state constitution or laws, and an entity’s creditworthiness
will depend on many factors, including potential erosion of its tax base due to population declines, natural disasters, declines in the
state’s industrial base or inability to attract new industries, economic limits on the ability to tax without eroding the tax base,
state legislative proposals or voter initiatives to limit ad valorem real property taxes (i.e., taxes based upon an assessed value of
the property) and the extent to which the entity relies on federal or state aid, access to capital markets or other factors beyond the
state’s or entity’s control. Accordingly, the capacity of the issuer of a general obligation bond as to the timely payment
of interest and the repayment of principal when due is affected by the issuer’s maintenance of its tax base.
Revenue Bonds. Revenue bonds are payable
only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise
tax or other specific revenue sources such as payments from the user of the facility being financed. Accordingly, the timely payment of
interest and the repayment of principal in accordance with the terms of the revenue or special obligation bond is a function of the economic
viability of such facility or such revenue source.
Private Activity Bonds. Private activity
bonds are issued by or on behalf of public authorities to obtain funds to provide privately operated housing facilities, airport, mass
transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local
facilities for water supply, gas or electricity. Other types of private activity bonds, the proceeds of which are used for the construction,
equipping, repair or improvement of privately operated industrial or commercial facilities, may constitute Municipal Bonds, although the
current U.S. federal income tax laws place substantial limitations on the size of such issues.
Private activity bonds are secured primarily by
revenues derived from loan repayments or lease payments due from the entity, which may or may not be guaranteed by a parent company or
otherwise secured. Private activity bonds generally are not secured by a pledge of the taxing power of the issuer of such bonds. Therefore,
an investor should be aware that repayment of such bonds generally depends on the revenues of a private entity and be aware of the risks
that such an investment may entail. Continued ability of an entity to generate sufficient revenues for the payment of principal and interest
on such bonds will be affected by many factors including the size of the entity, capital structure, demand for its products or services,
competition, general economic conditions, government regulation and the entity’s dependence on revenues for the operation of the
particular facility being financed. The Fund expects that, due to investments in private activity bonds, a portion of the distributions
it makes on the Common Shares will be includable in the federal alternative minimum taxable income.
Moral Obligation Bonds. The Fund also may
invest in “moral obligation” bonds, which are normally issued by special purpose public authorities. If an issuer of moral
obligation bonds is unable to meet its obligations, the repayment of such bonds becomes a moral commitment but not a legal obligation
of the state or municipality in question.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
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Municipal Lease Obligations and Certificates
of Participation. Also included within the general category of Municipal Bonds are participations in lease obligations or installment
purchase contract obligations of municipal authorities or entities (hereinafter collectively called “Municipal Lease Obligations”).
Although a Municipal Lease Obligation does not constitute a general obligation of the municipality for which the municipality’s
taxing power is pledged, a Municipal Lease Obligation is ordinarily backed by the municipality’s covenant to budget for, appropriate
and make the payments due under the Municipal Lease Obligation. However, certain Municipal Lease Obligations contain “non-appropriation”
clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money
is appropriated for such purpose on a yearly basis. In the case of a “non-appropriation” lease, the Fund’s ability to
recover under the lease in the event of non-appropriation or default will be limited solely to the repossession of the leased property,
without recourse to the general credit of the lessee, and the disposition or re-leasing of the property might prove difficult. A certificate
of participation represents an undivided interest in an unmanaged pool of municipal leases, an installment purchase agreement or other
instruments.
The certificates are typically issued by a municipal
agency, a trust or other entity that has received an assignment of the payments to be made by the state or political subdivision under
such leases or installment purchase agreements. In addition, such participations generally provide the Fund with the right to demand payment,
on not more than seven days’ notice, of all or any part of the Fund’s participation interest in the underlying leases, plus
accrued interest.
Tobacco Settlement Bonds. Included in the
general category of Municipal Bonds in which the Fund may invest are “tobacco settlement bonds.” The Fund may invest in tobacco
settlement bonds, which are municipal securities that are backed solely by expected revenues to be derived from lawsuits involving tobacco
related deaths and illnesses which were settled between certain states and American tobacco companies. Tobacco settlement bonds are secured
by an issuing state’s proportionate share in the Master Settlement Agreement (“MSA”). The MSA is an agreement, reached
out of court in November 1998 between 46 states and nearly all of the U.S. tobacco manufacturers. The MSA provides for annual payments
in perpetuity by the manufacturers to the states in exchange for releasing all claims against the manufacturers and a pledge of no further
litigation. Tobacco manufacturers pay into a master escrow trust based on their market share, and each state receives a fixed percentage
of the payment as set forth in the MSA. A number of states have securitized the future flow of those payments by selling bonds pursuant
to indentures or through distinct governmental entities created for such purpose. The principal and interest payments on the bonds are
backed by the future revenue flow related to the MSA. Annual payments on the bonds, and thus risk to the Fund, are highly dependent on
the receipt of future settlement payments to the state or its governmental entity.
Zero Coupon Bonds. The Fund may invest
in zero-coupon bonds. A zero coupon bond is a bond that does not pay interest either for the entire life of the obligation or for an initial
period after the issuance of the obligation. When held to its maturity, its return comes from the difference between the purchase price
and its maturity value. A zero coupon bond is normally issued and traded at a deep discount from face value. Zero coupon bonds allow an
issuer to avoid or delay the need to generate cash to meet current interest payments and, as a result, may involve greater credit risk
than bonds that pay interest currently or in cash. The market prices of zero coupon bonds are affected to a greater extent by changes
in prevailing levels of interest rates and thereby tend to be more volatile in price than securities that pay interest periodically. In
addition, the Fund would be required to distribute the income on any of these instruments as it accrues, even though the Fund will not
receive all of the income on a current basis or in cash. Thus, the Fund may have to sell other investments, including when it may not
be advisable to do so, to make income distributions to its common shareholders.
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Use of Leverage
This section has been updated since the prior
disclosure date to reflect certain non-material updates and to add disclosure regarding the BNP Facility (as defined below).
The Fund may borrow money and/or issue preferred
shares, notes or debt securities for investment purposes. These practices are known as leveraging. In addition, the Fund may enter into
derivative and other transactions that have the effect of leverage. Such other transactions may include tender option bond transactions
(as described herein). The Adviser determines whether or not to engage in leverage based on its assessment of conditions in the debt and
credit markets. As of the time immediately after it enters into any of the foregoing transactions, the Fund will seek to limit its overall
effective leverage to 45% of its Managed Assets. The Fund currently anticipates that leverage will be obtained through borrowings from
banks or other financial institutions and the use of proceeds received from tender option bond transactions. To date, the Fund has not
issued any Preferred Shares or debt securities.
On December 24, 2020, the Fund entered into a
credit agreement with margin financing with Pershing LLC (the “Pershing Facility”). The Pershing Facility permits the Fund
to borrow funds that are collateralized by assets held in a special custody account held at State Street Bank & Trust Co. pursuant
to a Special Custody and Pledge Agreement. Borrowings under the Pershing Facility bear interest at the overnight bank funding rate plus
80 basis points.
On August 1, 2023, the Fund entered into an additional
credit agreement with BNP Paribas (“BNP Facility”). The BNP Facility permits the Fund to borrow funds that are collateralized
by assets held at BNP Paribas pursuant to the agreement. Under the terms of the BNP Facility, the Fund may borrow up to $15,000,000 bearing
an interest rate of the Overnight Bank Funding Rate plus a fixed rate determined by the securities pledged as collateral. Any unused portion
of the BNP Facility is subject to a commitment fee of 0.50% of the unused portion of the facility until a utilization of 80% or greater
is met.
The Fund did not utilize the Pershing or the BNP
Facility for the year ended June 30, 2024. There was no outstanding balance on the Pershing or BNP Facility as of June 30, 2024.
Under the 1940 Act, the Fund is not permitted
to incur indebtedness unless immediately after doing so the Fund has an asset coverage of at least 300% of the aggregate outstanding principal
balance of indebtedness (i.e., such indebtedness may not exceed 33 1/3% of the value of the Fund’s total assets including the amount borrowed).
Additionally, under the 1940 Act, the Fund may not declare any dividend or other distribution upon any class of its shares, or purchase
any such shares, unless the aggregate indebtedness of the Fund has, at the time of the declaration of any such dividend or distribution
or at the time of any such purchase, asset coverage of at least 300% after deducting the amount of such dividend, distribution, or purchase
price, as the case may be. Under the 1940 Act, the Fund is not permitted to issue Preferred Shares unless immediately after such issuance
the total asset value of the Fund’s portfolio is at least 200% of the liquidation value of the outstanding Preferred Shares (i.e., such
liquidation value may not exceed 50% of the Fund’s Managed Assets). In addition, the Fund is not permitted to declare any cash dividend
or other distribution on its Common Shares unless, at the time of such declaration, the NAV of the Fund’s portfolio (determined after
deducting the amount of such dividend or other distribution) is at least 200% of such liquidation value of the Preferred Shares. However,
certain short-term borrowings (such as for cash management purposes) are not subject to the 33 1/3% limitation if (i) repaid within 60
days, (ii) not extended or renewed and (iii) not in excess of 5% of the total assets of the Fund. Normally, holders of Common Shares will
elect the directors of the Fund except that the holders of any Preferred Shares will elect two directors. In the event the Fund failed
to pay dividends on its Preferred Shares for two years, holders of Preferred Shares would be entitled to elect a majority of the directors
until the dividends are paid.
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The Fund may be subject to certain restrictions
on investments imposed by lenders or by one or more rating agencies that may issue ratings for any senior securities issued by the Fund.
Borrowing covenants or rating agency guidelines may impose asset coverage or Fund composition requirements that are more stringent than
those imposed on the Fund by the 1940 Act. Since the holders of common stock pay all expenses related to the use of leverage, such use
of leverage would create a greater risk of loss for the Fund’s Common Shares than if leverage is not used.
The Fund may enter into derivatives or other transactions
(e.g., total return swaps) that may provide leverage (other than through borrowings or the issuance of Preferred Shares). The Fund may
also invest in reverse repurchase agreements, total return swaps and derivatives or other transactions with leverage embedded in them
in a limited manner or subject to a limit on leverage risk calculated based on value-at-risk, as required by Rule 18f-4 under the 1940
Act. These transactions will not cause the Fund to pay higher advisory or administration fee rates than it would pay in the absence of
such transactions. However, these transactions entail additional expenses (e.g., transaction costs) which are borne by the Fund.
These types of transactions have the potential
to increase returns to Common Shareholders, but they also involve additional risks. This additional leverage will increase the volatility
of the Fund’s investment portfolio and could result in larger losses than if the transactions were not entered into.
Tender Option Bonds. The Fund leverages
its assets through the use of proceeds received from tender option bond transactions. In a tender option bond transaction, a tender option
bond trust (a “TOB Issuer”) is typically established by forming a special purpose trust into which the Fund, or an agent on
behalf of the Fund, transfers municipal bonds or other municipal securities. A TOB Issuer typically issues two classes of beneficial interests:
short-term floating rate notes (“TOB Floaters”), which are sold to third party investors, and residual interest municipal
tender option bonds (“TOB Residuals”), which are generally issued to the Fund. The Fund may invest in both TOB Floaters and
TOB Residuals, including TOB Floaters and TOB Residuals issued by the same TOB Issuer. The Fund may not invest more than 5% of its Managed
Assets in any single TOB Issuer. The Fund does not currently intend to invest in TOB Residuals issued by a TOB Issuer that was not formed
for the Fund, although it reserves the right to do so in the future.
The TOB Issuer receives Municipal Bonds or other
municipal securities and then issues TOB Floaters to third party investors and a TOB Residual to the Fund. The Fund is paid the cash (less
transaction expenses, which are borne by the Fund and therefore the holders of the Common Shares indirectly) received by the TOB Issuer
from the sale of the TOB Floaters and typically will invest the cash in additional Municipal Bonds or other investments permitted by its
investment policies. TOB Floaters may have first priority on the cash flow from the securities held by the TOB Issuer and are enhanced
with a liquidity support arrangement from a third-party bank or other financial institution (the “liquidity provider”), which
allows holders to tender their position at par (plus accrued interest). The Fund, in addition to receiving cash from the sale of the TOB
Floaters, also receives the TOB Residual. The TOB Residual provides the Fund with the right to (1) cause the holders of the TOB Floaters
to tender their notes to the TOB Issuer at par (plus accrued interest), and (2) acquire the underlying Municipal Bonds or other municipal
securities from the TOB Issuer. In addition, all voting rights and decisions to be made with respect to any other rights relating to the
underlying securities deposited in the TOB Issuer are passed through to the Fund, as the holder of the TOB Residual. Such a transaction,
in effect, creates exposure for the Fund to the entire return of the securities deposited in the TOB Issuer, with a net cash investment
by the Fund that is less than the value of the underlying securities deposited in the TOB Issuer. This multiplies the positive or negative
impact of the underlying securities’ return within the Fund (thereby creating leverage).
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The TOB Issuer may be terminated without the consent
of the Fund upon the occurrence of certain events, such as the bankruptcy or default of the issuer of the underlying securities deposited
in the TOB Issuer, a substantial downgrade in the credit quality of the issuer of the securities deposited in the TOB Issuer, the inability
of the TOB Issuer to obtain liquidity support for the TOB Floaters, a substantial decline in the market value of the underlying securities
deposited in the TOB Issuer, or the inability of the sponsor or remarketing agent to remarket any TOB Floaters tendered by holders of
the TOB Floaters. In such an event, the TOB Floaters would be redeemed by the TOB Issuer at par (plus accrued interest) out of the proceeds
from a sale of the underlying securities deposited in the TOB Issuer. If this happens, the Fund would be entitled to the assets of the
TOB Issuer, if any, that remain after the TOB Floaters have been redeemed at par (plus accrued interest). If there are insufficient proceeds
from the sale of these securities to redeem all of the TOB Floaters at par (plus accrued interest), the liquidity provider or holders
of the TOB Floaters would bear the losses on those securities and there would be no recourse to the Fund’s assets (unless the Fund
held a recourse TOB Residual). A recourse TOB Residual is generally a TOB Residual issued by a TOB Issuer in which the TOB Floaters represent
greater than 75% of the market value of the securities at the time they are deposited in the TOB Issuer. If the Fund were to invest in
a recourse TOB Residual to leverage its portfolio, it would typically be required to enter into an agreement pursuant to which the Fund
is required to pay to the liquidity provider the difference between the purchase price of any TOB Floaters put to the liquidity provider
by holders of the TOB Floaters and the proceeds realized from the remarketing of those TOB Floaters or the sale of the assets in the TOB
Issuer. The Fund currently does not intend to use recourse TOB Residuals to leverage the Fund’s portfolio, but reserves the right
to do so depending on future market conditions
Under accounting rules, securities of the Fund
that are deposited into a TOB Issuer are treated as investments of the Fund, and are presented on the Fund’s Schedule of Investments
and outstanding TOB Floaters issued by a TOB Issuer are presented as liabilities in the Fund’s Statement of Assets and Liabilities.
Interest income from the underlying security is recorded by the Fund on an accrual basis. Interest expense incurred on the TOB Floaters
and other expenses related to remarketing, administration and trustee services to a TOB Issuer are reported as expenses of the Fund.
Annual Report | June 30, 2024 |
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RiverNorth Opportunistic Municipal Income Fund, Inc.
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For TOB Floaters, generally, the interest rate
earned will be based upon the market rates for municipal securities with maturities or remarketing provisions that are comparable in duration
to the periodic interval of the tender option, which may vary from weekly, to monthly, to extended periods of one year or multiple years.
Since the option feature has a shorter term than the final maturity or first call date of the underlying securities deposited in the TOB
Issuer, the Fund, if it is the holder of the TOB Floaters, relies upon the terms of the agreement with the financial institution furnishing
the option as well as the credit strength of that institution. As further assurance of liquidity, the terms of the TOB Issuer provide
for a liquidation of the municipal security deposited in the TOB Issuer and the application of the proceeds to pay off the TOB Floaters.
There are inherent risks with respect to investing
in a TOB Issuer. These risks include, among others, the bankruptcy or default of the issuer of the securities deposited in the TOB Issuer,
a substantial downgrade in the credit quality of the issuer of the securities deposited in the TOB Issuer, the inability of the TOB Issuer
to obtain liquidity support for the TOB Floaters, a substantial decline in the market value of the securities deposited in the TOB Issuer,
or the inability of the sponsor or remarketing agent to remarket any TOB Floaters tendered to it by holders of the TOB Floaters.
Effects of Leverage. The aggregate principal
amount of borrowings under the Pershing Facility and the use of proceeds from tender option bond transactions represented approximately
36.83% of Managed Assets as of June 30, 2024. Asset coverage from tender option bond transactions was 272%. Borrowings under Pershing
Facility bear interest at the overnight bank funding rate plus 80 basis points. Borrowings under the BNP Facility bear interest at the
Overnight Bank Funding Rate plus a fixed rate determined by the securities pledged as collateral. Any unused portion of the BNP Facility
is also subject to a commitment fee of 0.50% of the unused portion of the facility until a realization of 80% or greater is met. As of
June 30, 2024, the average daily weighted interest rate applicable to the leverage attended through the use of tender option bond transactions
during the period ended June 30, 2024 was 4.10% of the note obligation outstanding. The total weighted average cost of the leverage outstanding
as of June 30, 2024 (inclusive of the Pershing Facility and leverage attended through the use of tender option bond transactions) was
4.10% of the principal amount outstanding. Assuming that the Fund’s leverage costs remain as described above (at an assumed annual
cost of 4.10% of the principal amount outstanding) the annual return that the Fund’s portfolio must experience (net of expenses)
in order to cover its leverage costs would be 1.51%.
The following table is furnished in response to
requirements of the SEC. It is designed to illustrate the effect of leverage on total return on common shares, assuming investment portfolio
total returns (comprised of income, net expenses and changes in the value of investments held in the Fund’s portfolio) of -10%,
-5%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of what the
Fund’s investment portfolio returns will be. In other words, the Fund’s actual returns may be greater or less than those appearing
in the table below. The table further reflects the use of leverage representing approximately 36.83% of the Fund’s Managed Assets
and the Fund’s assumed annual leverage costs rate of 4.10% of the principal amounts outstanding.
Assumed Portfolio Return |
-10.00% |
-5.00% |
0.00% |
5.00% |
10.00% |
Common Share Total Return |
-18.22% |
-10.31% |
-2.39% |
5.52% |
13.44% |
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Total return is composed of two elements-the dividends
on common shares paid by the Fund (the amount of which is largely determined by the Fund’s net investment income after paying the
cost of leverage) and realized and unrealized gains or losses on the value of the securities the Fund owns. As the table shows, leverage
generally increases the return to common shareholders when portfolio return is positive or greater than the costs of leverage and decreases
return when the portfolio return is negative or less than the costs of leverage.
During the time in which the Fund is using leverage,
the amount of the fees paid to the Adviser (and from the Adviser to the Subadviser) for investment management services (and subadvisory
services) is higher than if the Fund did not use leverage because the fees paid are calculated based on the Fund’s Managed Assets.
This may create a conflict of interest between the Adviser and the Subadviser, on the one hand, and the common shareholders, on the other.
Also, because the leverage costs will be borne by the Fund at a specified interest rate, only the Fund’s common shareholders will
bear the cost of the Fund’s management fees and other expenses. There can be no assurance that a leveraging strategy will be successful
during any period in which it is employed.
Market and Net Asset Value Information
This section has been added since the prior disclosure date.
The Fund’s Common Shares are listed on the
NYSE under the symbol “RMI.” The Fund’s Common Shares commenced trading on the NYSE on October 25, 2018.
The Fund’s Common Shares have traded both
at a premium and at a discount in relation to NAV. Shares of closed-end investment companies frequently trade at a discount from NAV.
The Fund’s issuance of the Common Shares may have an adverse effect on prices in the secondary market for the Fund’s Common
Shares by increasing the number of Common Shares available, which may put downward pressure on the market price for the Fund’s Common
Shares.
The Fund may (but is not obligated to) take action
to repurchase shares in the open market or make tender offers for its shares at or near NAV. During the pendency of any tender offer,
the Fund will publish how Common Shareholders may readily ascertain the NAV. Repurchase of the Common Shares may have the effect of reducing
any market discount to NAV. There is no assurance that, if action is undertaken to repurchase or tender for shares, such action will result
in the shares trading at a price which approximates their NAV.
Annual Report | June 30, 2024 |
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2024 (Unaudited) |
The following table sets forth for each of the
periods indicated the high and low closing market prices for Common Shares of the Fund on the NYSE, the NAV per share and the premium
or discount to NAV per share at which the Fund’s Common Shares were trading. NAV is determined daily as of the close of regular
trading on the NYSE (normally 4:00 p.m. Eastern Time).
| |
MARKET PRICE(1) | | |
NET ASSET VALUE(2) | | |
PREMIUM/ (DISCOUNT) TO NET ASSET VALUE(3) |
Quarter Ended | |
High | | |
Low | | |
High | | |
Low | | |
High | |
Low |
March 31, 2022 | |
$22.24 | | |
$18.31 | | |
$22.73 | | |
$19.46 | | |
| -2.16% | |
| -5.91% |
June 30, 2022 | |
$19.29 | | |
$15.52 | | |
$19.32 | | |
$17.12 | | |
| -0.16% | |
| -9.35% |
September 30, 2022 | |
$18.77 | | |
$15.61 | | |
$18.67 | | |
$16.97 | | |
| 0.54% | |
| -8.01% |
December 31, 2022 | |
$18.00 | | |
$14.64 | | |
$17.52 | | |
$16.19 | | |
| 2.74% | |
| -9.57% |
March 31, 2023 | |
$18.75 | | |
$15.70 | | |
$17.97 | | |
$17.06 | | |
| 4.34% | |
| -7.97% |
June 30, 2023 | |
$17.04 | | |
$15.50 | | |
$17.56 | | |
$16.72 | | |
| -2.96% | |
| -7.30% |
September 30, 2023 | |
$17.01 | | |
$14.31 | | |
$16.99 | | |
$15.65 | | |
| 0.12% | |
| -8.56% |
December 31, 2023 | |
$15.52 | | |
$13.19 | | |
$17.17 | | |
$15.23 | | |
| -9.61% | |
| -13.39% |
March 31, 2024 | |
$16.50 | | |
$15.26 | | |
$17.33 | | |
$16.99 | | |
| -4.79% | |
| -10.18% |
June 30, 2024 | |
$16.29 | | |
$15.32 | | |
$17.17 | | |
$16.97 | | |
| -5.13% | |
| -9.72% |
The last reported sale price, NAV per share and
percentage discount to NAV per share of the common shares as of June 30, 2024 were $15.91, $17.23 and -7.66%, respectively. As of that
same date, the Fund had 6,374,539 common shares outstanding and net assets of the Fund were $109,854,407.
In recognition of the possibility that Common
Shares might trade at a discount to NAV, the Board of Directors may consider one or more actions that might be taken to seek to reduce
or eliminate any material discount from NAV in respect of Common Shares, which may include the repurchase of such shares in the open market
or in private transactions, the making of a tender offer for such shares or the conversion of the Fund to an open-end investment company.
The Board of Directors may decide not to take any of these actions in the future. In addition, there can be no assurance any of these
actions, or others, if undertaken, will reduce market discount.
Senior Securities
This section has been added since the prior disclosure date.
The following table sets forth certain information
regarding the Fund’s senior securities as of the end of the Fund’s prior fiscal years since the Fund’s inception and
for the fiscal year ended June 30, 2024. Audited information regarding the Fund’s senior securities is included in the Financial
Highlights included herein. The Fund’s senior securities during this time period are comprised of outstanding indebtedness, which
constitutes a “senior security” as defined in the 1940 Act.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
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Senior Securities Representing Indebtedness
Period/Fiscal Year Ended | |
Principal Amount Outstanding1 | | |
Asset Coverage Per $1,0002 | |
June 30, 2024 | |
$ | – | | |
$ | – | |
June 30, 2023 | |
$ | – | | |
$ | – | |
June 30, 2022 | |
$ | 13,000,000 | | |
$ | 9,711 | |
June 30, 2021 | |
$ | 10,000,000 | | |
$ | 16,523 | |
June 30, 2020 | |
$ | – | | |
$ | – | |
June 30, 20193 | |
$ | – | | |
$ | – | |
Risk Factors
Investing in the Fund involves certain risks relating
to its structure and investment objective. You should carefully consider these risk factors, together with all of the other information
included in this report, before deciding whether to make an investment in the Fund. An investment in the Fund may not be appropriate for
all investors, and an investment in the Common Shares of the Fund should not be considered a complete investment program.
The risks set forth below are not the only risks
of the Fund, and the Fund may face other risks that have not yet been identified, which are not currently deemed material or which are
not yet predictable. If any of the following risks occur, the Fund’s financial condition and results of operations could be materially
adversely affected. In such case, the Fund’s NAV and the trading price of its securities could decline, and you may lose all or
part of your investment.
Certain risk factors included below have been
updated since the prior disclosure date to reflect certain non-material updates.
Investment-Related Risks:
With the exception of Underlying Fund risk (and
except as otherwise noted below), the following risks apply to the direct investments the Fund may make, and generally apply to the Fund’s
investments in Underlying Funds. That said, each risk described below may not apply to each Underlying Fund.
Investment and Market Risks. An investment
in the Fund is subject to investment risk, including the possible loss of the entire principal amount invested. The value of the Fund
or the Underlying Funds, like other market investments, may move up or down, sometimes rapidly and unpredictably. Overall stock market risks may also affect the
NAV of the Fund or the Underlying Funds. Factors such as economic growth and market conditions, interest rate levels and political events
affect the securities markets. An investment in the Fund may at any point in time be worth less than the original investment, even after
taking into account any reinvestment of dividends and distributions.
Annual Report | June 30, 2024 |
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2024 (Unaudited) |
Management Risks. The Adviser’s and
the Subadviser’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual
security in which the Fund invests may prove to be incorrect and there is no guarantee that the Adviser’s or the Subadviser’s
judgment, as applicable, will produce the desired results.
Securities Risks. The value of the Fund
or an Underlying Fund may decrease in response to the activities and financial prospects of individual securities in the Fund’s
portfolio.
Municipal Bond Risks. The Fund’s
indirect and direct investments in Municipal Bonds include certain risks. Municipal Bonds may be affected significantly by the economic,
regulatory or political developments affecting the ability of Municipal Bond issuers to pay interest or repay principal. This risk may
be increased during periods of economic downturn or political turmoil. Many municipal securities may be called or redeemed prior to their
stated maturity. Issuers of municipal securities might seek protection under bankruptcy laws, causing holders of municipal securities
to experience delays in collecting principal and interest or prevent such holders from collecting all principal and interest to which
they are entitled. In addition, there may be less information available about Municipal Bond investments than comparable debt and equity
investments requiring a greater dependence on the Adviser’s and Sub-Adviser’s analytical abilities.
Certain types of Municipal Bonds may be subject
to specific risks. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable
from such issuer’s general revenues and not from any particular source, and are subject to risks related to the issuer’s ability
to raise tax revenues and ability to maintain an adequate tax base. Revenue bonds are subject to the risk that the underlying facilities
may not generate sufficient income to pay expenses and interest costs, lack recourse to ensure payment, or might be subordinate to other
debtors. Municipal lease obligations and certificates of participation are subject to the added risk that the governmental lessee will
fail to appropriate funds to enable it to meet its payment obligations under the lease. Moral obligation bonds are generally issued by
special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds
becomes a moral commitment, but not a legal obligation, of the state or municipality. Municipalities and other public authorities issue
private activity bonds to finance development of facilities for use by a private enterprise, which is solely responsible for paying the
principal and interest on the bond.
Failure of Municipal Bonds to meet regulatory
requirements may cause the interest received by the Fund and distributed to shareholders to be taxable, which may apply retroactively
to the date of the issuance of the bond. Municipal bonds are also subject to interest rate, credit, and liquidity risk, which are discussed
generally under this Risks Factors section.
The COVID-19 pandemic significantly stressed the
financial resources of many municipalities and other issuers of municipal securities, which may impair their ability to meet their financial
obligations and may harm the value or liquidity of the Fund’s investments in municipal securities. In particular, responses by municipalities
to the COVID-19 pandemic caused disruptions in business activities. These and other effects of the COVID-19 pandemic, such as increased
unemployment levels, impacted tax and other revenues of municipalities and other issuers of municipal securities and the financial conditions
of such issuers. As a result, there is increased budgetary and financial pressure on municipalities and heightened risk of default or
other adverse credit or similar events for issuers of municipal securities, which would adversely impact the Fund’s investments.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
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State Specific and Industry Risk. While
the Fund may not directly invest more than 25% of its Managed Assets in Municipal Bonds in any one industry or in any one state of origin,
indirect investments through Underlying Funds might increase the Fund’s exposure to economic, political or regulatory occurrences
affecting a particular state or industry.
Puerto Rico Municipal Bond Risks. Municipal
obligations issued by the Commonwealth of Puerto Rico or its political subdivisions, agencies, instrumentalities, or public corporations
may be affected by economic, market, political, and social conditions in Puerto Rico. Puerto Rico currently is experiencing significant
fiscal and economic challenges. These challenges may negatively affect the value of the Fund’s investments in Puerto Rico Municipal
Bonds. Legislation or further downgrades or defaults may place additional strain on the Puerto Rico economy and may negatively affect
the value, liquidity, and volatility of the Fund’s investments in Puerto Rico Municipal Bonds.
Tobacco Settlement Bond Risks. Tobacco
settlement bonds are municipal securities that are backed solely by expected revenues to be derived from lawsuits involving tobacco-related
deaths and illnesses, which were settled between certain states and American tobacco companies. Tobacco settlement bonds are secured by
an issuing state’s proportionate share of an agreement between 46 states and nearly all of the U.S. tobacco manufacturers, under
which, the actual amount of future settlement payments by tobacco manufacturers is dependent on many factors, including, but not limited
to, annual domestic cigarette shipments, cigarette consumption, increased taxes, inflation, financial capability of tobacco companies,
and the possibility of tobacco manufacturer bankruptcy. Payments made by tobacco manufacturers could be negatively impacted if the decrease
in tobacco consumption is significantly greater than the forecasted decline.
Credit and Below Investment Grade Securities
Risks. Credit risk is the risk that an issuer of a security may be unable or unwilling to make dividend, interest and principal payments
when due and the related risk that the value of a security may decline because of concerns about the issuer’s ability or willingness
to make such payments. Credit risk may be heightened for the Fund because it and the Underlying Funds may invest in below investment grade
securities (“junk” and “high yield” securities). Securities of below investment grade quality are regarded as
having speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal, and may be subject
to higher price volatility and default risk than investment grade securities of comparable terms and duration. Issuers of lower grade
securities may be highly leveraged and may not have available to them more traditional methods of financing. The prices of these lower
grade securities are typically more sensitive to negative developments, such as a decline in the issuer’s revenues or a general
economic downturn. The secondary market for lower rated securities may not be as liquid as the secondary market for more highly rated
securities, a factor which may have an adverse effect on the Fund’s ability to dispose of a particular security.
Annual Report | June 30, 2024 |
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2024 (Unaudited) |
Municipal Market Data Rate Locks. The Fund
may purchase and sell municipal market data rate locks (“MMD Rate Locks”). An MMD Rate Lock permits the Fund to lock in a
specified municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio
as a duration management technique or to protect against any increase in the price of securities to be purchased at a later date. By using
an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing the Fund to select what the manager believes is an
attractive part of the yield curve. The Fund will ordinarily use these transactions as a hedge or for duration or risk management although
it is permitted to enter into them to enhance income or gain or to increase the Fund’s yield, for example, during periods of steep
interest rate yield curves (i.e., wide differences between short term and long term interest rates). An MMD Rate Lock is a contract between
the Fund and an MMD Rate Lock provider pursuant to which the parties agree to make payments to each other on a notional amount, contingent
upon whether the Municipal Market Data AAA General Obligation Scale is above or below a specified level on the expiration date of the
contract. For example, if the Fund buys an MMD Rate Lock and the Municipal Market Data AAA General Obligation Scale is below the specified
level on the expiration date, the counterparty to the contract will make a payment to the Fund equal to the specified level minus the
actual level, multiplied by the notional amount of the contract. If the Municipal Market Data AAA General Obligation Scale is above the
specified level on the expiration date, the Fund will make a payment to the counterparty equal to the actual level minus the specified
level, multiplied by the notional amount of the contract.
In connection with investments in MMD Rate Locks,
there is a risk that municipal yields will move in the opposite direction than anticipated by the Fund, which would cause the Fund to
make payments to its counterparty in the transaction that could adversely affect the Fund’s performance. The risk of loss with respect
to MMD Rate Locks is limited to the amount of payments the Fund is contractually obligated to make. If the other party to an MMD Rate
Lock defaults, the Fund’s risk of loss consists of the amount of payments that the Fund contractually is entitled to receive. If
there is a default by the counterparty, the Fund may have contractual remedies pursuant to the agreements related to the transaction,
but they could be difficult to enforce. The Municipal Market Data Rate Locks disclosure has been added risk the prior disclosure date.
Interest Rate Risk. The Fund’s share
price and total return will vary in response to changes in interest rates. If rates increase, the value of the Fund’s investments
generally will decline, as will the value of a shareholder’s investment in the Fund. Securities with longer maturities tend to produce
higher yields, but are more sensitive to changes in interest rates and are subject to greater fluctuations in value. A rise in interest
rates may negatively impact the Fund’s future income relating to leverage, as the Fund will be required to earn more income on its
investments to recoup any increased costs of leverage.
Interest rates in the United States and many other
countries have risen in recent periods and may rise in the future. Because longer-term inflationary pressure may result from the U.S.
government’s fiscal policies, the Fund may experience rising interest rates, rather than falling rates, over its investment horizon.
To the extent the Fund borrows money to finance its investments, the Fund’s performance will depend, in part, upon the difference
between the rate at which it borrows funds and the rate at which it invests those funds. In periods of rising interest rates, the Fund’s
cost of funds could increase. Adverse developments resulting from changes in interest rates could have a material adverse effect on the
Fund’s financial condition and results.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
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In addition, a decline in the prices of the debt
the Fund owns could adversely affect the Fund’s NAV. Changes in market interest rates could also affect the ability of operating
companies in which the Fund invests to service debt, which could materially impact the Fund.
LIBOR Risk. Certain London Interbank Offered
Rates (“LIBORs”) were generally phased out by the end of 2021, and some regulated entities have ceased to enter into new LIBOR-based
contracts beginning January 1, 2022. The 1-, 3- and 6-month U.S. dollar LIBOR settings will continue to be published using a synthetic
methodology until September 2024. Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. Although
the transition away from LIBOR has become increasingly well-defined, any potential effects of the transition away from LIBOR and other
benchmark rates on financial markets, a fund or the financial instruments in which a fund invests can be difficult to ascertain. Not all
existing LIBOR-based instruments may have alternative rate-setting provisions and there remains uncertainty regarding the willingness
and ability of issuers to add alternative rate-setting provisions in certain existing instruments. Global regulators have advised market
participants to cease entering into new contracts using LIBOR as a reference rate, and it is possible that investments in LIBOR-based
instruments could invite regulatory scrutiny. In addition, a liquid market for newly-issued instruments that use a reference rate other
than LIBOR still may be developing. All of the aforementioned may adversely affect the Fund’s or an Underlying Fund’s performance
or NAV.
SOFR Risk. SOFR is intended to be a broad
measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR is calculated
based on transaction-level repo data collected from various sources. For each trading day, SOFR is calculated as a volume-weighted median
rate derived from such data. SOFR is calculated and published by the Federal Reserve Bank of New York (“FRBNY”). If data from
a given source required by the FRBNY to calculate SOFR is unavailable for any day, then the most recently available data for that segment
will be used, with certain adjustments. If errors are discovered in the transaction data or the calculations underlying SOFR after its
initial publication on a given day, SOFR may be republished at a later time that day. Rate revisions will be effected only on the day
of initial publication and will be republished only if the change in the rate exceeds one basis point.
Because SOFR is a financing rate based on overnight
secured funding transactions, it differs fundamentally from LIBOR. LIBOR was intended to be an unsecured rate that represents interbank
funding costs for different short-term maturities or tenors. It was a forward-looking rate reflecting expectations regarding interest
rates for the applicable tenor. Thus, LIBOR was intended to be sensitive, in certain respects, to bank credit risk and to term interest
rate risk. In contrast, SOFR is a secured overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is
largely insensitive to credit-risk considerations and to short-term interest rate risks. SOFR is a transaction- based rate, and it has
been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. For these reasons, among
others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or similar way as LIBOR would have performed
at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. SOFR has a limited history, having
been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s
history or otherwise. Levels of SOFR in the future, including following the discontinuation of LIBOR, may bear little or no relation to
historical levels of SOFR, LIBOR or other rates.
Annual Report | June 30, 2024 |
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Summary of Updated Information Regarding the Fund |
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Inflation/Deflation Risk. Inflation risk
is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money.
As inflation increases, the real value of the Common Shares and distributions can decline. Deflation risk is the risk that prices throughout
the economy decline over time-the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may
make issuer defaults more likely, which may result in a decline in the value of the Fund’s portfolio.
Tactical Municipal CEF Strategy Risk. The
Fund invests in CEFs as a principal part of the Tactical Municipal CEF Strategy. The Fund may invest in shares of CEFs that are trading
at a discount to NAV or at a premium to NAV. There can be no assurance that the market discount on shares of any CEF purchased by the
Fund will ever decrease.
In fact, it is possible that this market discount
may increase and the Fund may suffer realized or unrealized capital losses due to further decline in the market price of the securities
of such CEFs, thereby adversely affecting the NAV of the Fund’s Common Shares. Similarly, there can be no assurance that any shares
of a CEF purchased by the Fund at a premium will continue to trade at a premium or that the premium will not decrease subsequent to a
purchase of such shares by the Fund.
Underlying Fund Risks. Because the Fund
invests in Underlying Funds, the risks associated with investing in the Fund are closely related to the risks associated with the securities
and other investments held by the Underlying Funds. The ability of the Fund to achieve its investment objective will depend upon the ability
of the Underlying Funds to achieve their investment objectives. There can be no assurance that the investment objective of any Underlying
Fund will be achieved.
The Fund’s NAV will fluctuate in response
to changes in the NAVs of the Underlying Funds in which it invests and will be particularly sensitive to the risks associated with each
of the Underlying Funds. Shareholders will bear additional layers of fees and expenses with respect to the Fund’s investments in
Underlying Funds because each of the Fund and the Underlying Fund will charge fees and incur separate expenses, which may be magnified
if the Underlying Funds use leverage.
The Fund’s investments in Underlying Funds
may be restricted by certain provisions of the 1940 Act. Under Section 12(d)(1)(A) of the 1940 Act, the Fund may hold securities of an
Underlying Fund in amounts which (i) do not exceed 3% of the total outstanding voting stock of the Underlying Fund, (ii) do not exceed
5% of the value of the Fund’s total assets and (iii) when added to all other Underlying Fund securities held by the Fund, do not
exceed 10% of the value of the Fund’s total assets. Under Section 12(d)(1)(C) of the 1940 Act, the Fund, together with any other
investment companies for which the Adviser acts as an investment adviser, may not, in the aggregate, own more than 10% of the total outstanding
voting stock of a registered closed-end investment company. Section 12(d)(1)(F) of the 1940 Act provides that the limitations of Section
12(d)(1) described above shall not apply to securities purchased or otherwise acquired by the Fund if (i) immediately after such purchase
or acquisition not more than 3% of the total outstanding stock of such Underlying Fund is owned by the Fund and all affiliated persons
of the Fund, and (ii) certain requirements are met with respect to sales charges. In addition, Rule 12d1-4 under the 1940 Act (“Rule
12d1-4”), effective as of January 19, 2022, permits the Fund to invest in Underlying Funds beyond the limitations of Section 12(d)(1)
described above, subject to various conditions, including that the Fund enter into an investment agreement with the Underlying Fund (which
agreements may impose additional conditions on the Fund). In matters upon which the Fund is solicited to vote as a shareholder of an Underlying
Fund, the Adviser may be required to vote Underlying Fund shares in the same proportion as shares held by other shareholders of the Underlying
Fund.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2024 (Unaudited) |
Defaulted and Distressed Securities Risks.
The Fund and the Underlying Funds may invest in defaulted and distressed securities. Defaulted or distressed issuers may be insolvent,
in bankruptcy or undergoing some other form of financial restructuring. In the event of a default, the Fund or an Underlying Fund may
incur additional expenses to seek recovery. The repayment of defaulted bonds is subject to significant uncertainties, may be delayed,
or there may be partial or no recovery of repayment. There is often a time lag between when the Fund and an Underlying Fund makes an investment
and when the Fund and the Underlying Fund realizes the value of the investment.
Illiquid Securities Risks. The Fund and
the Underlying Funds may invest in illiquid securities. It may not be possible to sell or otherwise dispose of illiquid securities both
at the price and within the time period deemed desirable by a fund. Illiquid securities also may be difficult to value or be more volatile
investments. Liquidity may sometimes be impaired in the municipal market and, because the Fund principally invests in Municipal Bonds,
it may find it difficult to purchase or sell such securities at opportune times. Liquidity can be impaired due to interest rate concerns,
credit events, or general supply and demand imbalances.
Valuation Risk. There is no central place
or national exchange for fixed-income securities trading. Uncertainties in the conditions of the financial market, unreliable reference
data, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing. As a result, the
Fund may be subject to risk that when a fixed-income security is sold in the market, the amount received by the Fund is less than the
value of such fixed-income security carried on the Fund’s books.
Tender Option Bonds Risks. The Fund’s
participation in tender option bond transactions may reduce the Fund’s returns and/or increase volatility. Investments in tender
option bond transactions expose the Fund to counterparty risk and leverage risk. An investment in a tender option bond transaction typically
will involve greater risk than an investment in a municipal fixed rate security, including the risk of loss of principal. Distributions
on TOB Residuals will bear an inverse relationship to short-term municipal security interest rates. Distributions on TOB Residuals paid
to the Fund will be reduced or, in the extreme, eliminated as short-term municipal interest rates rise and will increase when short-term
municipal interest rates fall. The value of TOB Residuals may decline rapidly in times of rising interest rates.
The Fund’s use of proceeds received from
tender option bond transactions will create economic leverage, creating an opportunity for increased income and returns, but will also
create the possibility that long-term returns will be diminished if the cost of the TOB Floaters exceeds the return on the securities
deposited in the TOB Issuer. If the income and gains earned on Municipal Bonds deposited in a TOB Issuer that issues TOB Residuals to
the Fund are greater than the payments due on the TOB Floaters, the Fund’s returns will be greater than if it had not invested in
the TOB Residuals.
Insurance Risks. The Fund may purchase
Municipal Bonds that are secured by insurance, bank credit agreements or escrow accounts. The insurance feature of a Municipal Bond does
not guarantee the full payment of principal and interest through the life of an insured obligation, the market value of the insured obligation
or the NAV of the shares represented by such insured obligation.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
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Tax Risks. Future laws, regulations, rulings
or court decisions may cause interest on municipal securities to be subject, directly or indirectly, to U.S. federal income taxation;
interest on state municipal securities to be subject to state or local income taxation; the value of state municipal securities to be
subject to state or local intangible personal property tax; or may otherwise prevent the Fund from realizing the full current benefit
of the tax-exempt status of such securities. Any such change could also affect the market price of such securities, and thus the value
of an investment in the Fund.
Derivatives Risks. The Fund and the Underlying
Funds may enter into derivatives which have risks different from those associated with the Fund’s other investments. Generally,
a derivative is a financial contract, the value of which depends upon, or is derived from, the value of an underlying asset, reference
rate, or index, and may relate to individual debt or equity instruments, interest rates, currencies or currency exchange rates, commodities,
related indexes, and other assets.
Derivatives may entail investment exposures that
are greater than their cost would suggest, meaning that a small investment in a derivative could have a large potential impact on the
performance of the Fund or an Underlying Fund. The Fund or an Underlying Fund could experience a loss if derivatives do not perform as
anticipated, if they are not correlated with the performance of other investments which they are used to hedge or if the fund is unable
to liquidate a position because of an illiquid secondary market. Except with respect to the Fund’s investments in total return swaps,
the Fund expects its use of derivative instruments will be for hedging purposes. When used for speculative purposes, derivatives will
produce enhanced investment exposure, which will magnify gains and losses. The Fund and the Underlying Funds also will be subject to credit
risk with respect to the counterparties to the derivatives contracts purchased by such fund. If a counterparty becomes bankrupt or otherwise
fails to perform its obligations under a derivative contract, the Fund or an Underlying Fund may obtain only a limited recovery or may
obtain no recovery in such circumstances.
Options and Futures Risks. Options and
futures contracts may be more volatile than investments made directly in the underlying securities, involve additional costs, and may
involve a small initial investment relative to the risk assumed. In addition, futures and options markets could be illiquid in some circumstances
and certain over-the-counter options could have no markets. As a result, in certain markets, a fund may not be able to close out a transaction
without incurring substantial losses. Although a fund’s use of futures and options transactions for hedging should tend to minimize
the risk of loss due to a decline in the value of the hedged position, at the same time, it will tend to limit any potential gain to a
fund that might result from an increase in value of the position.
Market Disruption, Geopolitical and Climate
Change Risks. The Fund may experience increased volatility, illiquidity, or other potentially adverse effects in response to changing
market conditions, inflation, changes in interest rates, lack of liquidity in the bond or equity markets, volatility in the equity markets,
market disruptions caused by local or regional events such as war, acts of terrorism, the spread of infectious illness (including epidemics
and pandemics) or other public health issues, recessions or other events or adverse investor sentiment or other political, regulatory,
economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. Additionally,
from time to time, uncertainty regarding the status of negotiations in the U.S. government to increase the statutory debt ceiling could
impact the creditworthiness of the U.S. and could impact the liquidity of the U.S. government securities markets and ultimately the Fund.
These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances,
such risks might affect companies worldwide due to increasingly interconnected global economies and financial markets.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2024 (Unaudited) |
The impairment or failure of one or more banks
with whom the Fund transacts may inhibit the Fund’s ability to access depository accounts. In such cases, the Fund may be forced
to delay or forgo investments, resulting in lower Fund performance. In the event of such a failure of a banking institution where the
Fund holds depository accounts, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”)
protection may not be available for balances in excess of amounts insured by the FDIC. In such instances, the Fund may not recover such
excess, uninsured amounts.
Climate change poses long-term threats to physical
and biological systems. Potential hazards and risks related to climate change for a State or municipality include, among other things,
wildfires, rising sea levels, more severe coastal flooding and erosion hazards, and more intense storms. Storms in recent years have demonstrated
vulnerabilities in a State’s or municipality’s infrastructure to extreme weather events. Climate change risks, if they materialize, can
adversely impact a State’s or municipality’s financial plan in current or future years. In addition, economists and others have expressed
increasing concern about the potential effects of global climate change on property and security values. A rise in sea levels, an increase
in powerful windstorms and/or a climate-driven increase in sea levels or flooding could cause coastal properties to lose value or become
unmarketable altogether. Economists warn that, unlike previous declines in the real estate market, properties in affected coastal zones
may not ever recover their value. Large wildfires driven by high winds and prolonged drought may devastate businesses and entire communities
and may be very costly to any business found to be responsible for the fire. Regulatory changes and divestment movements tied to concerns
about climate change could adversely affect the value of certain land and the viability of industries whose activities or products are
seen as accelerating climate change.
These losses could adversely affect the bonds
of municipalities that depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property
and/or of municipal securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult to know
the time period over which these market effects might unfold.
Pandemic Risk. In early 2020, an outbreak
of a novel strain of coronavirus (COVID-19) emerged globally. The outbreak of COVID-19 and its variants resulted in closing international
borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains
and customer activity, as well as general public concern and uncertainty. This outbreak negatively affected the worldwide economy, as
well as the economies of individual countries, the financial health of individual companies and the market in general in significant and
unforeseen ways. On May 5, 2023, the World Health Organization declared the end of the global emergency status for COVID-19. The United
States subsequently ended the federal COVID-19 public health emergency declaration effective May 11, 2023. Although vaccines for COVID-19
are widely available, it is unknown how long certain circumstances related to the pandemic will persist, whether they will reoccur in
the future, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics
in the future could adversely affect Fund performance.
Annual Report | June 30, 2024 |
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2024 (Unaudited) |
Swap Risks. The Fund and the Underlying
Funds may enter into various swap agreements, including but not limited to, interest rate, credit default, index, equity (including total
return), currency exchange and MMD Rate Locks for various portfolio management purposes. Swap agreements are subject to interest rate
risks; credit risks; the risk that the counterparty to the swap will default on its obligation to pay the Fund and the risk that the Fund
will not be able to meet its obligations to pay the counterparty to the swap. In addition, there is the risk that a swap may be terminated
by the Fund or the counterparty in accordance with its terms. Each of these could cause the Fund to incur losses and fail to obtain its
investment objective.
Short Sale Risks. Short sales are expected
to be utilized by the Fund, if at all, for hedging purposes. A short sale is a transaction in which a fund sells a security it does not
own in anticipation that the market price of that security will decline. Positions in shorted securities are speculative and riskier than
long positions (purchases) in securities because the maximum sustainable loss on a security purchased is limited to the amount paid for
the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security. Therefore, in theory, securities
sold short have unlimited risk and may also result in higher transaction costs and higher taxes.
Rating Agency Risk. Ratings represent an
NRSRO’s opinion regarding the quality of the security and are not a guarantee of quality. NRSROs may fail to make timely credit
ratings in response to subsequent events. In addition, NRSROs are subject to an inherent conflict of interest because they are often compensated
by the same issuers whose securities they grade.
United States Credit Rating Downgrade Risk.
On August 5, 2011, S&P lowered its long-term sovereign credit rating on the United States to “AA+” from “AAA.”
In general, a lower rating could increase the volatility in both stock and bond markets, result in higher interest rates and lower Treasury
prices and increase the costs of all types of debt.
Legislation and Regulatory Risks. At any
time, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund, securities held by the
Fund or the issuers of such securities. Fund shareholders may incur increased costs resulting from such legislation or additional regulation.
There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will
not impair the ability of the Fund to achieve its investment objective.
Defensive Measures. The Fund may invest
up to 100% of its assets in cash, cash equivalents and short-term investments as a defensive measure in response to adverse market conditions
or opportunistically at the discretion of the Adviser or Subadviser. During these periods, the Fund may not be pursuing its investment
objectives.
Structural Risks:
Market Discount. Common stock of CEFs frequently
trades at a discount from its NAV. This risk may be greater for investors selling their shares in a relatively short period of time after
completion of the initial offering. The Fund’s common shares may trade at a price that is less than the initial offering price.
This risk would also apply to the Fund’s investments in CEFs.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2024 (Unaudited) |
Limited Term and Eligible Tender Offer Risk.
The Fund is scheduled to terminate on or around October 25, 2030 (the “Termination Date”) unless it is converted to a perpetual
fund, as described below. The Fund’s investment objectives and policies are not designed to seek to return to investors their initial
investment and investors that purchase shares of the Fund may receive more or less than their original investment.
The Board may, but is not required to, cause the
Fund to conduct a tender offer to all common shareholders at a price equal to the NAV (an “Eligible Tender Offer”). If the
Fund conducts an Eligible Tender Offer, there can be no assurance that the Fund’s net assets would not fall below $100 million (the
“Termination Threshold”), in which case the Eligible Tender Offer will be terminated, and the Fund will terminate on or before
the Termination Date (subject to possible extensions). If the Fund’s net assets are equal or greater than the Termination Threshold,
the Fund will have a perpetual existence upon the affirmative vote of a majority of the Board, without shareholder approval.
An Eligible Tender Offer or liquidation may require
the Fund to sell securities when it otherwise would not, or at reduced prices, leading to losses for the Fund and increased transaction
expenses. Thereafter, remaining shareholders may only be able to sell their shares at a discount to NAV. The Adviser may have a conflict
of interest in recommending that the Fund have a perpetual existence.
The potential required sale of portfolio securities,
purchase of tendered shares in an Eligible Tender Offer, and/or potential liquidation of the Fund may also have adverse tax consequences
for the Fund and shareholders. In addition, the completion of an Eligible Tender Offer may cause disruptions and changes in the Fund’s
investment portfolio, increase the proportional burden of the Fund’s expenses on the remaining shareholders, and adversely impact
the secondary market trading of such shares.
Investment Style Risk. The Fund is managed
by allocating the Fund’s assets to two different strategies, which may cause the Fund to underperform funds that do not limit their
investments to these two strategies during periods when these strategies underperform other types of investments.
Multi-Manager Risk. The Adviser and the
Subadviser’s investment styles may not always be complementary, which could adversely affect the performance of the Fund. The Adviser
and the Subadviser may, at any time, take positions that in effect may be opposite of positions taken by each other, incurring brokerage
and other transaction costs without accomplishing any net investment results. The multi-manager approach could increase the Fund’s
portfolio turnover rates, which may result in higher trading costs and tax consequences associated with portfolio turnover that may adversely
affect the Fund’s performance. Further, if the Subadviser is not retained, Fund performance will become dependent on the Adviser
or a new subadviser successfully implementing the municipal bond income strategy, which might have adverse effect on an investment in
the Fund.
Asset Allocation Risk. To the extent that
the Adviser’s asset allocation between the Fund’s principal investment strategies may fail to produce the intended result,
the Fund’s return may suffer. Additionally, the potentially active asset allocation style of the Fund may lead to changing allocations
over time and represent a risk to investors who target fixed asset allocations.
Leverage Risks. Leverage is a speculative
technique that exposes the Fund to greater risk and increased costs than if it were not implemented. Increases and decreases in the value
of the Fund’s portfolio will be magnified when the Fund uses leverage. As a result, leverage may cause greater changes in the Fund’s
NAV. The leverage costs may be greater than the Fund’s return on the underlying investments made from the proceeds of leverage.
The Fund’s leveraging strategy may not be successful. Leverage risk would also apply to the Fund’s investments in Underlying
Funds to the extent an Underlying Fund uses leverage. To the extent the Fund uses leverage and invests in Underlying Funds that also use
leverage, the risks associated with leverage will be magnified, potentially significantly.
Annual Report | June 30, 2024 |
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2024 (Unaudited) |
Portfolio Turnover Risk. The Fund’s
annual portfolio turnover rate may vary greatly from year to year. High portfolio turnover may result in the realization of net short-term
capital gains by the Fund which, when distributed to shareholders, will be taxable as ordinary income. In addition, a higher portfolio
turnover rate results in correspondingly greater brokerage commissions and other transactional expenses that are borne by the Fund. Portfolio
turnover rate is not considered a limiting factor in the execution of investment decisions for the Fund.
Potential Conflicts of Interest Risk. The
Adviser and the Subadviser each manages and/or advises other investment funds or accounts with the same or similar investment objectives
and strategies as the Fund, and, as a result may face conflicts of interests regarding the implementation of the Fund’s strategy
and allocation between funds and accounts. This may limit the Fund’s ability to take full advantage of the investment opportunity
or affect the market price of the investment. Each party may also have incentives to favor one account over another due to different fees
paid to such accounts. While each party has adopted policies and procedures that address these potential conflicts of interest, there
is no guarantee that the policies will be successful in mitigating the conflicts of interest that arise. In addition, the Fund’s
use of leverage will increase the amount of the fees paid to the Adviser and Subadviser, creating a financial incentive for the Adviser
to leverage the Fund.
Stockholder Activism. The Fund may in the
future become the target of stockholder activism. Stockholder activism could result in substantial costs and divert management’s
and the Board’s attention and resources from its business. Also, the Fund may be required to incur significant legal and other expenses
related to any activist stockholder matters. Further, the Fund’s stock price could be subject to significant fluctuation or otherwise
be adversely affected by the events, risks and uncertainties of any stockholder activism.
Cybersecurity Risk. A cybersecurity breach
may disrupt the business operations of the Fund or its service providers. A breach may allow an unauthorized party to gain access to Fund
assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational
functionality.
Anti-Takeover Provisions. Maryland law
and the Fund’s Charter and Bylaws include provisions that could limit the ability of other entities or persons to acquire control
of the Fund or to convert the Fund to open-end status, including the adoption of a staggered Board of Directors and the supermajority
voting requirements. These provisions could deprive the common shareholders of opportunities to sell their common shares at a premium
over the then current market price of the common shares or at NAV.
Risks Associated with Additional Offerings.
There are risks associated with offerings of additional common or preferred shares of the Fund. The voting power of current shareholders
will be diluted to the extent that current shareholders do not purchase shares in any future offerings of shares or do not purchase sufficient
shares to maintain their percentage interest. In addition, the sale of shares in an offering may have an adverse effect on prices in the
secondary market for the Fund’s shares by increasing the number of shares available, which may put downward pressure on the market
price of the Fund’s Shares. These sales also might make it more difficult for the Fund to sell additional equity securities in the
future at a time and price the Fund deems appropriate.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2024 (Unaudited) |
In the event any series of fixed rate preferred
shares are issued and such shares are intended to be listed on an exchange, prior application will have been made to list such shares.
During an initial period, which is not expected to exceed 30 days after the date of its initial issuance, such shares may not be listed
on any securities exchange. During such period, the underwriters may make a market in such shares, although they will have no obligation
to do so. Consequently, an investment in such shares may be illiquid during such period. Fixed rate preferred shares may trade at a premium
to or discount from liquidation value.
There are risks associated with an offering of
Rights (in addition to the risks discussed herein related to the offering of shares and preferred shares). Shareholders who do not exercise
their rights may, at the completion of such an offering, own a smaller proportional interest in the Fund than if they exercised their
rights. As a result of such an offering, a shareholder may experience dilution in NAV per share if the subscription price per share is
below the NAV per share on the expiration date. In addition to the economic dilution described above, if a shareholder does not exercise
all of their Rights, the shareholder will incur voting dilution as a result of the Rights offering. This voting dilution will occur because
the shareholder will own a smaller proportionate interest in the Fund after the rights offering than prior to the Rights offering.
There is a risk that changes in market conditions
may result in the underlying common shares or preferred shares purchasable upon exercise of Rights being less attractive to investors
at the conclusion of the subscription period. This may reduce or eliminate the value of the Rights. If investors exercise only a portion
of the rights, the number of shares issued may be reduced, and the shares may trade at less favorable prices than larger offerings for
similar securities. Rights issued by the Fund may be transferable or non-transferable rights.
Secondary Market for the Common Shares.
The issuance of shares of the Fund through the Fund’s dividend reinvestment plan (“Plan”) may have an adverse effect
on the secondary market for the Fund’s shares. The increase in the number of outstanding shares resulting from the issuances pursuant
to the Plan and the discount to the market price at which such shares may be issued, may put downward pressure on the market price for
the Common Shares. When the shares are trading at a premium, the Fund may also issue shares that may be sold through private transactions
effected on the NYSE or through broker-dealers. The increase in the number of outstanding shares resulting from these offerings may put
downward pressure on the market price for such shares.
Annual Report | June 30, 2024 |
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2024 (Unaudited) |
Portfolio Manager Information
There have been no changes in the Fund’s portfolio managers or background
since the prior disclosure date.
Fund Organizational Structure
Since the prior disclosure date, there have been no changes in the
Fund’s charter or by-laws that would delay or prevent a change of control of the Fund that have not been approved by shareholders.
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Directors and Officers |
June 30, 2024 (Unaudited) |
The following table provides information regarding each Director who
is not an “interested person” of the Fund, as defined in the 1940 Act.
INDEPENDENT DIRECTORS
Name,
Address1
and Year
of Birth |
Position(s)
Held with
the Fund |
Term of
Office and
Length of
Time
Served |
Principal
Occupation(s)
During Past 5 Years |
Number of
Funds in
Fund
Complex
Overseen
by Director2 |
Other Directorships Held
by the Director During the
Past 5 Years |
John K. Carter
(1961) |
Director |
Current term expires in 2024. Has served since 2018. |
Founder, Special Counsel, Law Office of Osprey Law Firm P.A. (formerly known as John K. Carter Law P.A.) (a general practice and corporate law firm) (2015 to present). |
11 |
Carillon Mutual Funds (16 funds) (2016 to present). |
J. Wayne Hutchens
(1944) |
Director |
Current term expires in 2025. Has served since 2018. |
Currently retired; Trustee of the Denver Museum of Nature and Science (2000 to 2020); Director of AMG National Trust Bank (June 2012 to present); Trustee of Children’s Hospital Colorado (May 2012 to 2020). |
11 |
ALPS Series Trust (11 funds) (2012 to present). |
Lisa B. Mougin
(1972) |
Director |
Current term expires in 2024. Has served since 2022. |
Chief Investment Officer of Capital Sisters International
(a non-profit) (2023 to present); President & Chief Operating Officer at Positivly and Louise, each a TIFIN Company (a fintech
software company) (2020 to 2022). |
8 |
N/A |
Annual Report | June 30, 2024 |
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RiverNorth Opportunistic Municipal Income Fund, Inc.
Directors and Officers |
June 30, 2024 (Unaudited) |
INDEPENDENT DIRECTORS
Name,
Address1
and Year
of Birth |
Position(s)
Held with
the Fund |
Term of
Office and
Length of
Time
Served |
Principal
Occupation(s)
During Past 5 Years |
Number of
Funds in
Fund
Complex
Overseen
by Director2 |
Other Directorships Held
by the Director During the
Past 5 Years |
David M. Swanson
(1957) |
Director |
Current term expires in 2025. Has served since 2018. |
Founder & Managing Partner, SwanDog Strategic Marketing (2006 to present). |
11 |
Managed Portfolio Series (31 funds) (2011 to present); ALPS Variable Investment Trust (7 funds) (2006 to present). |
| 1 | The mailing address of each Director is 360 South Rosemary Avenue, Suite 1420, West Palm Beach, FL 33401. |
| 2 | For all Directors other than Ms. Mougin, the Fund Complex consists of the RiverNorth Core Opportunity
Fund, the RiverNorth/DoubleLine Strategic Income Fund, and the RiverNorth/Oaktree High Income Fund, each a series of the RiverNorth Funds,
RiverNorth Opportunities Fund, Inc., RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., RiverNorth Opportunistic Municipal Income
Fund, Inc., RiverNorth Flexible Municipal Income Fund, Inc., RiverNorth Flexible Municipal Income Fund II, Inc., RiverNorth Managed Duration
Municipal Income Fund, Inc., RiverNorth Managed Duration Municipal Income Fund II, Inc. and RiverNorth Capital and Income Fund, Inc. For
Ms. Mougin, the Fund Complex consists of the RiverNorth Opportunities Fund, Inc., RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.,
RiverNorth Opportunistic Municipal Income Fund, Inc., RiverNorth Flexible Municipal Income Fund, Inc., RiverNorth Flexible Municipal Income
Fund II, Inc., RiverNorth Managed Duration Municipal Income Fund, Inc., RiverNorth Managed Duration Municipal Income Fund II, Inc. and
RiverNorth Capital and Income Fund, Inc. |
72 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Directors and Officers |
June 30, 2024 (Unaudited) |
The following table provides information regarding each Director who
is an “interested person” of the Fund, as defined in the 1940 Act, and each officer of the Fund.
INTERESTED DIRECTORS AND OFFICERS
Name,
Address1
and Year of
Birth |
Position(s)
Held with
Registrant |
Term of
Office and
Length of
Time
Served |
Principal
Occupation(s)
During Past 5 Years |
Number of
Funds in
Fund
Complex
Overseen
by Director2 |
Other Directorships Held by
the Director During the Past
5 Years |
Patrick W. Galley3
(1975) |
Interested Director, Chairman and President |
Current term expires in 2026. Has served
since (2020 to present); 2018. |
Chief Executive Officer, RiverNorth Capital Management, LLC Chief Investment Officer, RiverNorth Capital Management, LLC (2004 to present). |
11 |
N/A |
Jerry R. Raio
(1964)4 |
Interested Director |
Current term expires in 2026. Has served since 2018. |
President, Arbor Lane Advisors, Inc. (Since 2018); Advisory Board Member of each of FLX Distribution, (2020 to present); Quantify Crypto (2021 to present); ETF Action (2022 to present); Qudos Technologies (2019 to 2022); Head of Capital Markets, ClickIPO (2018-2019); Managing Director, Head of Retail Origination, Wells Fargo Securities, LLC (2005 to 2018). |
11 |
N/A |
Annual Report | June 30, 2024 |
73 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Directors and Officers |
June 30, 2024 (Unaudited) |
INTERESTED DIRECTORS AND OFFICERS
Name,
Address1
and Year of
Birth |
Position(s)
Held with
Registrant |
Term of
Office and
Length of
Time
Served |
Principal
Occupation(s)
During Past 5 Years |
Number of
Funds in
Fund
Complex
Overseen
by Director2 |
Other Directorships Held by
the Director During the Past
5 Years |
Jonathan M. Mohrhardt
(1974) |
Treasurer and Chief Financial Officer |
Indefinite. Has served since 2018. |
President, RiverNorth Capital Management, LLC (2020 to present); Chief Operating Officer, RiverNorth Capital Management, LLC (2011 to present). |
N/A |
N/A |
Marcus L. Collins
(1968) |
Chief Compliance Officer; Secretary |
Indefinite. Has served since 2018. |
General Counsel, RiverNorth Capital Management, LLC (2012 to present); Chief Compliance Officer, RiverNorth Capital Management, LLC (2012 to present). |
N/A |
N/A |
74 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Directors and Officers |
June 30, 2024 (Unaudited) |
| 1 | The mailing address of each Director and officer, unless otherwise noted, is 360 South Rosemary Avenue, Suite 1420, West Palm Beach,
FL 33401. |
| 2 | For all Directors other than Ms. Mougin, the Fund Complex consists of the RiverNorth Core Opportunity
Fund, the RiverNorth/DoubleLine Strategic Income Fund, and the RiverNorth/Oaktree High Income Fund, each a series of the RiverNorth Funds,
RiverNorth Opportunities Fund, Inc., RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., RiverNorth Opportunistic Municipal Income
Fund, Inc., RiverNorth Flexible Municipal Income Fund, Inc., RiverNorth Flexible Municipal Income Fund II, Inc., RiverNorth Managed Duration
Municipal Income Fund, Inc., RiverNorth Managed Duration Municipal Income Fund II, Inc. and RiverNorth Capital and Income Fund, Inc. For
Ms. Mougin, the Fund Complex consists of the RiverNorth Opportunities Fund, Inc., RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.,
RiverNorth Opportunistic Municipal Income Fund, Inc., RiverNorth Flexible Municipal Income Fund, Inc., RiverNorth Flexible Municipal Income
Fund II, Inc., RiverNorth Managed Duration Municipal Income Fund, Inc., RiverNorth Managed Duration Municipal Income Fund II, Inc. and
RiverNorth Capital and Income Fund, Inc. |
| 3 | Patrick W. Galley is considered an “Interested” Director as defined in the Investment Company
Act of 1940, as amended, because he is an officer of the Fund and Chief Executive Officer and Chief Investment Officer of the Adviser. |
| 4 | Jerry Raio is considered an “Interested” Director as defined in the Investment Company
Act of 1940, as amended, because of his current position as an advisory board member of FLX Distribution, which the Adviser is an investor
in and Mr. Galley is a Director of; and because of his prior position as Managing Director – Head of Retail Origination at Wells
Fargo, which had previously served as a broker and principal underwriter for certain funds advised by the Adviser. |
The Statement of Additional Information includes additional information
about the Fund’s Directors and is available, without charge, upon request by calling (toll-free) 1-888-848-7569.
Annual Report | June 30, 2024 |
75 |
RiverNorth Opportunistic Municipal Income Fund, Inc.
Additional Information |
June 30, 2024 (Unaudited) |
PROXY VOTING GUIDELINES
A description of the policies and procedures that
the Fund used to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies during
the most recent 12-month period ended June 30, are available without charge upon request by (1) calling the Fund at (888) 848-7569 and
(2) from Form N-PX filed by the Fund with the SEC on the SEC’s website at www.sec.gov.
PORTFOLIO HOLDINGS DISCLOSURE POLICY
The Fund files a complete schedule of investments
with the SEC for the first and third quarter of the fiscal year on Part F of Form N-PORT. The Fund’s first and third fiscal quarters
end on September 30 and March 31. The Form N-PORT filing must be filed within 60 days of the end of the quarter. The Fund’s Forms
N-PORT are available on the SEC’s website at www.sec.gov. You may also obtain copies by calling the Fund at 1-888-848-7569.
UNAUDITED TAX INFORMATION
For the fiscal year ended June 30, 2024, 91.70%
of the distributions from net investment income for the RiverNorth Opportunistic Municipal Income Fund, Inc. were exempt from federal
income tax.
In early 2024, if applicable, shareholders of
record received this information for the distributions paid to them by the Funds during the calendar year 2023 via Form 1099. The Funds
will notify shareholders in early 2025 of amounts paid to them by the Funds, if any, during the calendar year 2024.
76 |
(888) 848-7569 | www.rivernorth.com |
Board of Directors
Patrick W. Galley, CFA, Chairman
John K. Carter
J. Wayne Hutchens
David M. Swanson
Jerry R. Raio
Lisa B. Mougin
Investment Adviser
RiverNorth Capital Management, LLC
Sub Adviser
MacKay Shields LLC
Fund Administrator
ALPS Fund Services, Inc.
Transfer Agent and
Dividend Disbursing Agent
DST Systems, Inc.
Custodian
State Street Bank and Trust Company
Independent Registered
Public Accounting Firm
Cohen & Company, Ltd.
RiverNorth Capital Management, LLC
360 South Rosemary Avenue, Suite 1420
West Palm Beach, FL 33401
Secondary market support provided to the Fund by
ALPS Fund Services, Inc.’s affiliate ALPS Distributors, Inc., a FINRA member.
This report is provided for the general information
of the shareholders of the RiverNorth Opportunistic Municipal Income Fund, Inc. This report is not intended for distribution to prospective
investors in the Fund, unless preceded or accompanied by an effective prospectus.
| (a) | The
RiverNorth Opportunistic Municipal Income Fund, Inc. (the “Fund” or the “Registrant”),
as of the end of the period covered by the report, has adopted a Code of Ethics that
applies to the Registrant’s Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer or Controller or any persons performing similar functions
on behalf of the Registrant. |
| (c) | During
the period covered by this report, no amendments were made to the provisions of the Code
of Ethics referenced in 2(a) above. |
| (d) | During
the period covered by this report, no implicit or explicit waivers to the provision of
the Code of Ethics referenced in 2(a) above were granted. |
| (f) | The Registrant has included with this filing, pursuant to Item 19(a)(1), a copy of its code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions,
as an exhibit to its annual report on this Form N-CSR. |
| Item
3. | Audit
Committee Financial Expert. |
The
Registrant’s Board of Directors has determined that the Registrant has as least one audit committee financial expert serving
on its Audit Committee. The Board of Directors has designated J. Wayne Hutchens as the Registrant’s “audit committee
financial expert.” Mr. Hutchens is “independent” as defined in paragraph (a)(2) of Item 3 to Form N-CSR.
| Item
4. | Principal
Accountant Fees and Services. |
| (a) | Audit
Fees: For the Registrant’s fiscal years ended June 30, 2024 and June 30, 2023,
the aggregate fees billed for professional services rendered by Cohen & Company,
Ltd. (“Cohen”) for the audit of the Registrant’s annual financial statements
or services that are normally provided by the accountant in connection with statutory
and regulatory filings or engagements were $30,500 and $30,500, respectively. |
| (b) | Audit-Related
Fees: For the Registrant’s fiscal years ended June 30, 2024 and June 30, 2023,
the aggregate fees billed for assurance and related services by Cohen that are reasonably
related to the performance of the audit of the Registrant’s financial statements
and are not reported under paragraph (a) of this Item were $3,259 and $3,283, respectively.
This fee is comprised of fees relating to auditor consents provided for U.S. Securities
and Exchange Commission filings for various offerings. |
| (c) | Tax
Fees: For the Registrant’s fiscal years ended June 30, 2024 and June 30, 2023,
the aggregate fees billed for professional services rendered by Cohen for tax compliance,
tax advice, and tax planning were $6,000 and $6,000, respectively. This fee is comprised
of fees relating income tax return preparation fees, excise tax return preparation fees
and review of dividend distribution calculation fees. |
| (d) | All
Other Fees: For the Registrant’s fiscal years ended June 30, 2024 and June 30,
2023, the aggregate fees billed for products and services provided by Cohen, other than
the services reported in paragraphs (a) through (c) of this Item were $0 and $0, respectively. |
| (e)(1) | Audit
Committee Pre-Approval Policies and Procedures: All services to be performed by the Registrant’s
principal auditors must be pre-approved by the Registrant's Audit Committee or by the
Audit Committee’s designee pursuant to the Audit Committee’s Pre-Approval
Policies and Procedures. |
| (e)(2) | No
services described in paragraphs (b) through (d) were approved pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
| (g) | The
aggregate non-audit fees billed by the Registrant’s accountant for services rendered
to the Registrant, and rendered to the Registrant’s investment adviser, and any
entity controlling, controlled by, or under common control with the investment adviser
that provides ongoing services to the Registrant for the fiscal years ended June 30,
2024 and June 30, 2023 were $0 and $0, respectively. For the fiscal years ended June
30, 2024 and June 30, 2023, Cohen did not bill the Registrant for products and services
other than the services reported above. |
| Item
5. | Audit
Committee of Listed Registrants. |
| (a) | The
Registrant has a separately designated standing Audit Committee established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “1934
Act”) and is comprised of the following members: |
J.
Wayne Hutchens, Chairman
John
K. Carter
Lisa
B. Mougin
David
M. Swanson
| (a) | Schedule
of Investments is included as part of the Report to Stockholders filed under Item 1(a)
of this form. |
| (b) | Not
applicable to the Registrant. |
| Item
7. | Financial
Statements and Financial Highlights for Open-End Management Investment Companies. |
Not
applicable to the Registrant.
| Item
8. | Changes
in and Disagreements with Accountants for Open-End Management Investment Companies. |
Not
applicable to the Registrant.
| Item
9. | Proxy
Disclosures for Open-End Management Investment Companies. |
Not
applicable to the Registrant.
| Item
10. | Remuneration
Paid to Directors, Officers, and Others of Open-End Management Investment Companies. |
Not
applicable to the Registrant.
| Item
11. | Statement
Regarding Basis for Approval of Investment Advisory Contract. |
Not
applicable.
| Item
12. | Disclosure
of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Attached,
as Exhibit 19(c), is a copy of the proxy voting policies and procedures of the Registrant.
Below
is a description of the proxy voting policy and procedures of the Fund’s subadviser:
The
Fund’s investment adviser, RiverNorth Capital Management, LLC (“RiverNorth” or the “Adviser”), has
delegated proxy-voting authority to the Fund’s subadviser, MacKay Shields LLC (“MacKay Shields” or the “Subadviser”).
MacKay Shields has adopted Proxy-Voting Policies and Procedures designed to make sure that where clients have delegated proxy-voting
authority to MacKay Shields, proxies are voted in the best interest of such clients without regard to the interests of MacKay
Shields or related parties. MacKay Shields currently uses Institutional Shareholder Services, Inc. (“ISS”) to assist
in voting client securities. For purposes of the Policy, the "best interests of clients" means, unless otherwise specified
by the client, the clients' best economic interests over the long term – that is, the common interest that all clients share
in seeing the value of a common investment increase over time. MacKay Shields has adopted standard proxy voting guidelines, which
follow ISS voting recommendations and standard guidelines will vary based on client type and/or investment strategy (e.g., union
or non-union voting guidelines, or sustainability voting guidelines).
For
those clients who have given us voting authority, we instruct the client’s custodian to send all ballots to ISS and we instruct
ISS which guidelines to follow. MacKay Shields votes proxies in accordance with the applicable standard voting guidelines unless
MacKay Shields agrees with the client to apply custom guidelines. ISS researches each proxy issue and provides a recommendation
to MacKay Shields on how to vote based on such research and its application of the research to the applicable voting guidelines.
ISS casts votes in accordance with its recommendation unless a portfolio manager believes that it is in the best interests of
the client(s) to vote otherwise. To override a proxy recommendation, a portfolio manager must submit a written override request
to the Legal and/or Compliance Department. MacKay Shields has procedures in place to review each such override request for potential
material conflicts of interest between clients and MacKay Shields. MacKay Shields will memorialize the basis for any decision
to override a recommendation or to abstain from voting, including the resolution of any conflicts of interest.
| Item
13. | Portfolio
Managers of Closed-End Management Investment Companies. |
(a)(1)
As of the filing date of this report on Form N-CSR, the portfolio managers of the Fund are as follows:
The
Adviser
Patrick
W. Galley, CFA has served as a co-portfolio manager of the Tactical Municipal Closed-End Fund Strategy for the Fund since its
inception. Mr. Galley is the Chief Executive Officer and Chief Investment Officer for the Adviser. Mr. Galley heads the Adviser’s
research and investment team and oversees all portfolio management activities at the Adviser. Mr. Galley also serves as the President
and Chairman of the RiverNorth Funds, a mutual fund complex for which RiverNorth serves as the investment adviser. Prior to joining
the Adviser in 2004, he was most recently a Vice President at Bank of America in the Global Investment Bank’s Portfolio
Management group, where he specialized in analyzing and structuring corporate transactions for investment management firms in
addition to closed-end and open-end funds, hedge funds, funds of funds, structured investment vehicles and insurance/reinsurance
companies. Mr. Galley graduated with honors from Rochester Institute of Technology with a B.S. in Finance. He has received the
Chartered Financial Analyst (CFA) designation, is a member of the CFA Institute and is a member of the CFA Society of Chicago.
Stephen
O’Neill, CFA has served as a co-portfolio manager of the Tactical Municipal Closed-End Fund Strategy for the Fund since
its inception. Mr. O’Neill conducts qualitative and quantitative analysis of closed-end funds and their respective asset
classes at RiverNorth. Prior to joining RiverNorth in 2007, Mr. O’Neill was most recently an Assistant Vice President at
Bank of America in the Global Investment Bank’s Portfolio Management group. At Bank of America, he specialized in the corporate
real estate, asset management, and structured finance industries. Mr. O’Neill graduated magna cum laude from Miami University
in Oxford, Ohio with a B.S. in Finance. Mr. O’Neill has received the Chartered Financial Analyst (CFA) designation, is a
member of the CFA Institute, and is a member of the CFA Society of Chicago.
The
Subadviser
Robert
DiMella, CFA has served as a co-portfolio manager of the Municipal Bond Income Strategy for the Fund since its inception. Mr.
DiMella is an Executive Managing Director of the Subadviser and a Co-Head of MacKay Municipal Managers. Robert joined MacKay Shields
in July 2009 when the firm acquired the assets of Mariner Municipal Managers LLC. He was the President and co-founder of Mariner
Municipal Managers from 2007 to 2009. He has been a municipal portfolio manager since 1992, with a broad range of trading and
portfolio management experience in the municipal markets. Robert was a Managing Director and Co-Head of BlackRock’s Municipal
Portfolio Management Group (from 2006 to 2007). Prior to BlackRock’s merger with Merrill Lynch Investment Managers, he served
as a Senior Portfolio Manager and Managing Director of the Municipal Products Group. He was employed by Merrill Lynch from 1993
to 2006. Robert is a member of the firm’s Senior Leadership Team. He earned his Master’s degree at Rutgers University
Business School and an undergraduate degree at the University of Connecticut. He is a CFA Charterholder.
John
Loffredo, CFA has served as a co-portfolio manager of the Municipal Bond Income Strategy for the Fund since its inception. Mr.
Loffredo is an Executive Managing Director of the Subadviser and a Co-Head of MacKay Municipal Managers. John joined MacKay Shields
in July 2009 when the firm acquired the assets of Mariner Municipal Managers LLC. In addition, John was named Vice Chairman in
September 2022 and oversees the firm’s investment teams. Before joining MacKay, he was the Chairman and co-founder of Mariner
Municipal Managers from 2007 to 2009. He has been a municipal portfolio manager and/or municipal analyst since 1990, with a broad
range of portfolio management and analytic experience in the municipal markets. John was a Managing Director and Co-Head of BlackRock’s
Municipal Portfolio Management Group (from 2006 to 2007). Prior to BlackRock’s merger with Merrill Lynch Investment Managers
(MLIM), he served as Chief Investment Officer of the Municipal Products Group. He was employed by Merrill Lynch from 1990 to 2006.
Before Merrill Lynch, he worked for the City of Boston Treasury Department. John is a member of the firm’s Senior Leadership
Team. He graduated with an MBA and Certificate of Public Management from Boston University and with a Bachelors degree in Finance,
cum laude, from Utah State University where he was a Harry S. Truman Scholar. He is a CFA Charterholder.
Michael
Petty has served as a co-portfolio manager of the Municipal Bond Income Strategy for the Fund since its inception. Mr. Petty is
a Senior Managing Director of the Subadviser. Mike joined MacKay Shields in July 2009. Before joining the firm he was a Portfolio
Manager for Mariner Municipal Managers. He has been a municipal bond portfolio manager since 1992, and has worked in the municipal
products market since 1985. Mike has a broad array of trading, portfolio management, and sales experience. Prior to joining Mariner
Municipal Managers, he was a Senior Portfolio Manager at Dreyfus Corporation from 1997 to 2009. From 1992 to 1997, he served as
a Portfolio Manager for Merrill Lynch Investment Managers. Mike graduated from Hobart College with a B.S. in Mathematics and Economics.
Scott
Sprauer has served as a co-portfolio manager of the Municipal Bond Income Strategy for the Fund since its inception. Mr. Sprauer
is a Senior Managing Director of the Subadviser. Scott joined MacKay Shields in 2009. Before joining the firm he was Head Trader,
Fixed Income, at Financial Guaranty Insurance Company. Scott was previously with Dreyfus Corporation and Merrill Lynch Investment
Managers as a Municipal Bond Portfolio Manager/Trader. He has a BSBA from Villanova University. Scott has been in the investment
management industry since 1991.
David
Dowden has served as a co-portfolio manager of the Municipal Bond Income Strategy for the Fund since its inception. Mr. Dowden
is a Managing Director of the Subadviser. David joined MacKay Shields in 2009. Before joining the firm he was Chief Investment
Officer at Financial Guaranty Insurance Company. David was previously with Alliance Capital Management as a Senior Portfolio Manager
and at Merrill Lynch & Co. as a Municipal Strategist. David has an AB from Brown University and an MBA from Columbia University.
He has been in the investment management industry since 1989.
Robert
Burke has served as a co-portfolio manager of the Municipal Bond Income Strategy for the Fund since its inception. Mr. Burke is
a Managing Director of the Subadviser. Bob joined MacKay Shields in July 2017. Before joining the firm, Bob held various leadership
roles in Capital Markets over the last 30 years, spending the majority of his time in the Municipal Markets. In his last role
working for Bank of America Merrill Lynch, he managed the Global Futures, Derivative Clearing, and Foreign Exchange Prime Brokerage
businesses for the Bank. Prior to that, Bob ran Credit Hedge Fund Sales, the group that was responsible for marketing credit &
interest rate derivatives, as well as CLOs and structured products to institutional investors. He also worked in the firm’s
private equity group, raising capital for LBO and venture capital funds. Bob started his career at BofA Merrill Lynch in the municipal
bond department covering insurance, hedge fund, and asset management clients. Bob holds a Masters of Business Administration from
the Gabelli School at Fordham University, and a Bachelor of Arts with High Honors in Economics from Colgate University. He is
a CFA Charterholder.
John
Lawlor has served as a co-portfolio manager of the Municipal Bond Income Strategy for the Fund since September 1, 2021. Mr. Lawlor
is a Managing Director of the Subadviser. John joined MacKay Shields in 2016. Before joining the firm he was Vice President Equity
Sales at Deutsche Bank and was previously at Bank of America Merrill Lynch. From 1997-2011, he was a senior trader on the floor
of the New York Stock Exchange. John has a broad and diverse set of skills in sales, trading, and electronic trading platforms.
He earned a Bachelor’s degree in Finance from Lehigh University. John graduated college in 1997. He has been in the financial
services industry since 1997.
(a)(2)
As of June 30, 2024, the Portfolio Managers listed above are also responsible for the day-to-day management of the
following:
Number
of Other Accounts Managed and Assets by Account Type
As of June 30, 2024 |
Portfolio
Manager |
Registered
Investment
Companies
(other than the Fund) |
Registered
Investment Companies Subject to Performance-Based Advisory Fees |
Other
Pooled Investment Vehicles |
Other
Pooled Investment Vehicles Subject to Performance-Based Advisory Fees |
Other
Accounts |
Other
Accounts Subject to Performance-Based Advisory Fees |
Patrick
W. Galley |
13
$3.8B
|
0
$0
|
5
$988M
|
5
$988M
|
10
$85.4M
|
10
$85.4M
|
Stephen
O’Neill |
11
$3.8B
|
0
$0
|
5
$988M
|
5
$988M
|
10
$85.4M
|
10
$85.4M
|
Robert
DiMella |
20
$37.3B
|
0
$0
|
9
$10.6B
|
2
$833M
|
90
$26.7B
|
2
$596M
|
John
Loffredo |
13
$27.5B
|
0
$0
|
9
$10.6B
|
2
$833M
|
90
$26.7B
|
2
$596M
|
Michael
Petty |
16
$30.1B
|
0
$0
|
9
$10.6B
|
2
$833M
|
90
$26.7B
|
2
$596M
|
Scott
Sprauer |
15
$19.6B
|
0
$0
|
9
$10.6B
|
2
$833M
|
90
$26.7B
|
2
$596M
|
David
Dowden |
19
$35.8B
|
0
$0
|
9
$10.6B
|
2
$833M
|
90
$26.7B
|
2
$596M
|
Robert
Burke |
8
$6.7B
|
0
$0
|
9
$10.6B
|
2
$833M
|
90
$26.7B
|
2
$596M
|
John
Lawlor |
16
$19.5B
|
0
$0
|
9
$10.6B
|
2
$833M
|
90
$26.7B
|
2
$596M
|
(a)(3)Compensation
of Portfolio Managers and Material Conflicts of Interest
Adviser
Compensation
As
of June 30, 2024, Messrs. Galley’s and O’Neill’s total compensation package, like others in the Adviser’s
business, is a package designed to attract and retain investment professionals. The compensation package includes a base salary
fixed from year to year. The amount of the base salary is assessed for its competitiveness in the industry and geographic location
of the Adviser. The compensation package also provides for an annual but variable performance bonus. The performance bonus reflects
individual performance of the portfolio manager in his or her allocated duties and responsibilities. While performance of the
funds managed by the portfolio manager is considered in determining the annual performance bonus, it is but one factor. The overall
success of the Adviser in its business objectives and the performance of the Adviser’s business as a whole are more important
factors than the investment performance of a particular fund or account. Messrs. Galley and O’Neill also participate in
a 401K program on the same basis as other officers of the Adviser, which includes matching of employee contributions up to a certain
percent of the portfolio manager’s base salary. Those portfolio managers that are also equity stakeholders in the Adviser
or its affiliates may also receive periodic distribution of profits from business operations.
Subadviser
Compensation
As
of June 30, 2024, salaries are set by reference to a range of factors, taking into account each individual’s seniority and
responsibilities and the market rate of pay for the relevant position. Annual salaries are set at competitive levels to attract
and maintain the best professional talent. Variable or incentive compensation, both cash bonus and deferred awards, are a significant
component of total compensation for portfolio managers at MacKay Shields. Incentive compensation received by portfolio managers
is generally based on both quantitative and qualitative factors. The quantitative factors include, but are not limited to: (i)
investment performance; (ii) assets under management; (iii) revenues and profitability; and (iv) industry benchmarks. The qualitative
factors may include, among others: leadership, adherence to the firm’s policies and procedures, and contribution to the
firm’s goals and objectives.
MacKay
Shields maintains a phantom equity plan for those employees who qualify whereby awards vest and pay out after several years, to
attract, retain, motivate and reward key personnel. Portfolio managers that participate in the phantom equity plan share in the
results and success of the firm as the value of award tracks the operating revenue and operating profit of Mackay Shields. This
approach helps to instill a strong sense of commitment towards the overall success of the firm.
MacKay
Shields maintains an employee benefit program, including health and non-health insurance, education reimbursement, and a 401(k)
defined contribution plan for all of its employees regardless of their job title, responsibilities or seniority.
Conflicts
of Interest
Actual
or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to
more than one fund or other accounts. More specifically, portfolio managers who manage multiple funds are presented with the following
potential conflicts, among others:
The
management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each
account. The management of multiple funds and accounts also may give rise to potential conflicts of interest if the funds and
accounts have different objectives, benchmarks, time horizons and fees as the portfolio manager must allocate his time and investment
ideas across multiple funds and accounts. Another potential conflict of interest may arise where another account has the same
or similar investment objective as the Fund, whereby the portfolio manager could favor one account over another.
With
respect to securities transactions for the Fund, the Adviser or Subadviser determines which broker to use to execute each order,
consistent with the duty to seek best execution of the transaction. A portfolio manager may execute transactions for another fund
or account that may adversely impact the value of securities held by the Fund. Securities selected for funds or accounts other
than the Fund may outperform the securities selected for the Fund. Further, a potential conflict could include a portfolio manager’s
knowledge about the size, timing and possible market impact of Fund trades, whereby they could use this information to the advantage
of other accounts and to the disadvantage of the Fund. These potential conflicts of interest could create the appearance that
a portfolio manager is favoring one investment vehicle over another.
The
management of personal accounts also may give rise to potential conflicts of interest. Although a portfolio manager generally
does not trade securities in his or her own personal account, the Adviser, the Subadviser and the Fund have each adopted a code
of ethics that, among other things, permits personal trading by employees (including trading in securities that can be purchased,
sold or held by the Fund) under conditions where it has been determined that such trades would not adversely impact client accounts.
Nevertheless, the management of personal accounts may give rise to potential conflicts of interest, and there is no assurance
that these codes of ethics will adequately address such conflicts.
Conflicts
potentially limiting the Fund’s investment opportunities may also arise when the Fund and other clients of the Adviser or
Subadviser invest in, or even conduct research relating to, different parts of an issuer’s capital structure, such as when
the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances,
decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result
in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities
that would potentially give rise to conflicts with other clients of the Adviser or Subadviser or result in the Adviser or Subadviser
receiving material, non-public information, or the Adviser or Subadviser may enact internal procedures designed to minimize such
conflicts, which could have the effect of limiting the Fund’s investment opportunities. Additionally, if the Adviser or
Subadviser acquires material non-public confidential information in connection with its business activities for other clients,
a portfolio manager or other investment personnel may be restricted from purchasing securities or selling certain securities for
the Fund or other clients. When making investment decisions where a conflict of interest may arise, the Adviser and Subadviser
will endeavor to act in a fair and equitable manner between the Fund and other clients; however, in certain instances the resolution
of the conflict may result in the Adviser or Subadviser acting on behalf of another client in a manner that may not be in the
best interest, or may be opposed to the best interest, of the Fund.
The
Adviser and Subadviser have adopted certain compliance procedures which are designed to address these types of conflicts. However,
there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
The
underlying funds in which the Fund invests will not include those that are advised or subadvised by the Adviser, the Subadviser
or their affiliates.
Subadviser
Conflicts:
MacKay
Shields does not favor the interest of one client over another and it has adopted a Trade Allocation Policy designed so that all
client accounts will be treated fairly and no one client account will receive, over time, preferential treatment over another.
MacKay
Shields maintains investment teams with their own distinct investment process that operate independent of each other when making
portfolio management decisions. Certain investment teams consist of Portfolio Managers, Research Analysts, and Traders, while
certain other investment teams share Research Analysts and/or Traders. MacKay Shields’ investment teams may compete with
each other for the same investment opportunities and/or take contrary positions. At times, two or more of MacKay Shields’
investment teams may jointly manage the assets of a single client portfolio (“Crossover Mandate”). In such instances,
the asset allocation decisions will be discussed amongst the various investment teams, but the day-to-day investment decision-making
process will typically be made independently by each team for the portion of the Crossover Mandate that team is responsible for
managing. Orders within an investment team will typically be aggregated or bunched to reduce the costs of the transactions. Orders
are typically not aggregated across investment teams even though there may be orders by separate investment teams to execute the
same instrument on the same trading day; provided, however, that orders for the same instrument are typically aggregated across
investment teams that are supported by a shared trading desk.
MacKay
Shields’ clients have held, and it is expected that in the future they will at times hold, different segments of the capital
structure of the same issuer that have different priorities. These investments create conflicts of interest, particularly because
MacKay Shields can take certain actions for clients that can have an adverse effect on other clients. For example, certain MacKay
Shields clients may hold instruments that are senior or subordinated relative to instruments of the same issuer held by other
clients, and any action that the portfolio managers were to take on behalf of the issuer’s senior instrument, for instance,
could have an adverse effect on the issuer’s junior instrument held by other clients, and vice versa, particularly in distressed
or default situations. To the extent MacKay Shields or any of its employees were to serve on a formal or informal creditor or
similar committee on behalf of a client, such conflicts of interest may be exacerbated.
MacKay
Shields engages in transactions and investment strategies for certain clients that differ from the transactions and strategies
executed on behalf of other clients, including clients that have retained the services of the same investment team. MacKay Shields
may make investments for certain clients that they conclude are inappropriate for other clients. For instance, clients within
one investment strategy may take short positions in the debt or equity instruments of certain issuers, while at the same time
those instruments or other instruments of that issuer are acquired or held long by clients in another investment strategy, or
within the same strategy, and vice versa.
Additionally,
MacKay Shields’ investment strategies are available through a variety of investment products, including, without limitation,
separately managed accounts, private funds, mutual funds and ETFs. Given the different structures of these products, certain clients
are subject to terms and conditions that are materially different or more advantageous than available under different products.
For example, mutual funds offer investors the ability to redeem from the fund daily, while private funds offer less frequent liquidity.
Similarly a client with a separately managed account may have more transparency regarding the positions held in its account than
would be available to an investor in a collective investment vehicle. Further, separately managed account clients have the ability
to terminate their investment management agreement with little or no notice (subject to the terms of the investment advisory agreement
or similar agreement).
As
a result of these differing liquidity and other terms, MacKay Shields may acquire and/or dispose of investments for a client either
prior to or subsequent to the acquisition and/or disposition of the same or similar securities held by another client. In certain
circumstances, purchases or sales of securities by one client could adversely affect the value of the same securities held in
another client’s portfolio. In addition, MacKay Shields has caused, and expects in the future to cause, certain clients
to invest in opportunities with different levels of concentration or on different terms than that to which other clients invest
in the same securities. These differences in terms and concentration could lead to different investment outcomes among clients
investing in the same securities. MacKay Shields seeks to tailor its investment advisory services to meet each client’s
investment objective, constraints and investment guidelines and MacKay Shields’ judgments with respect to a particular client
will at times differ from its judgments for other clients, even when such clients pursue similar investment strategies.
MacKay
Shields permits its personnel, including portfolio managers and other investment personnel, to engage in personal securities transactions,
including buying or selling securities that it has recommended to, or purchased or sold on behalf of, clients. These transactions
raise potential conflicts of interest, including when they involve securities owned or considered for purchase or sale by or on
behalf of a client account. MacKay Shields has adopted a Code of Ethics to assist and guide the portfolio managers and other investment
personnel when faced with a conflict. MacKay Shields’ services to each client are not exclusive. The nature of managing
accounts for multiple clients creates a conflict of interest with regard to time available to serve clients. MacKay Shields and
its portfolio managers will devote as much of their time to the activities of each client as they deem necessary and appropriate.
Although MacKay Shields strives to identify and mitigate all conflicts of interest, and seeks to treat its clients in a fair and
reasonable manner consistent with its fiduciary duties, there may be times when conflicts of interest are not resolved in a manner
favorable to a specific client.
Additional
material conflicts of interest are presented within Part 2A of MacKay Shields’ Form ADV.
(a)(4)
Portfolio Manager Ownership of Fund Shares
The
following table shows the dollar range of equity securities of the Fund beneficially owned by the portfolio managers of the Fund
as of June 30, 2024.
Name
of Portfolio Manager |
Dollar
Range of Equity Securities of the Fund |
Patrick
W. Galley |
$0 |
Stephen
A. O’Neill |
$0 |
Robert
DiMella |
$0 |
John
Loffredo |
$0 |
Michael
Petty |
$0 |
Scott
Sprauer |
$10,001
– $50,000 |
David
Dowden |
$0 |
Robert
Burke |
$0 |
John
Lawlor |
$0 |
| Item
14. | Purchases
of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not
applicable, due to no such purchases occurring during the period covered by this report.
| Item
15. | Submission
of Matters to a Vote of Security Holders. |
There
have been no material changes to the procedures by which shareholders may recommend nominees to the Board of Directors of the
Registrant.
| Item
16. | Controls
and Procedures. |
| (a) | The
Registrant’s principal executive officer and principal financial officer have concluded
that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940, as amended (the “1940 Act”)) are
effective based on their evaluation of these controls and procedures, required by Rule
30a-3(b) under the 1940 Act, and Rules 13a-15(b) under the 1934 Act, as of a date within
90 days of the filing date of this document. |
| (b) | There
were no changes in the Registrant's internal control over financial reporting (as defined
in Rule 30a-3(d) under the 1940 Act) during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the Registrant's internal
control over financial reporting. |
| Item
17. | Disclosure
of Securities Lending Activities for Closed-End Management Investment Companies. |
Not
applicable.
| Item
18. | Recovery
of Erroneously Awarded Compensation. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant:
RiverNorth Opportunistic Municipal Income Fund, Inc.
By: |
/s/
Patrick W. Galley |
|
Name: |
Patrick
W. Galley |
|
Title: |
President
and Chief Executive Officer |
|
|
|
|
Date: |
September
6, 2024 |
|
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: |
/s/
Patrick W. Galley |
|
Name: |
Patrick
W. Galley |
|
Title: |
President
and Chief Executive Officer |
|
|
|
|
Date: |
September
6, 2024 |
|
By: |
/s/
Jonathan M. Mohrhardt |
|
Name: |
Jonathan
M. Mohrhardt |
|
Title: |
Treasurer
and Chief Financial Officer |
|
|
|
|
Date: |
September
6, 2024 |
|
RiverNorth
– Sarbanes Oxley Code of Ethics
| 16.4 | Code of Ethics
– Principal Executive and Senior Officers |
| I. | Covered Officers/Purpose of the Code |
This code of ethics (this “Code”)
for the Trust applies to the Trust’s Principal Executive Officer and Principal Financial Officer (the “Covered Officers”
each of whom is set forth in Exhibit A) for the purpose of promoting:
| · | honest
and ethical conduct, including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships; |
| · | full,
fair, accurate, timely and understandable disclosure in reports and documents that the Trust
files with, or submits to, the SEC and in other public communications made by the Trust; |
| · | compliance
with applicable laws and governmental rules and regulations; |
| · | the
prompt internal reporting of violations of this Code to an appropriate person or persons
identified in this Code; and |
| · | accountability
for adherence to this Code. |
Each Covered Officer should adhere
to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts
of interest.
| II. | Covered
Officers Should Handle Ethically Actual and Apparent Conflicts of Interest |
Overview. A “conflict
of interest” occurs when a Covered Officer’s private interests interfere with the interests of, or the Covered Officer’s
service to, the Trust. For example, a conflict of interest would arise if a Covered Officer, or a member of the Covered Officer’s
family, receives improper personal benefits as a result of the Covered Officer’s position with the Trust.
Certain conflicts of interest
arise out of the relationships between Covered Officers and the Trust and already are subject to conflict of interest provisions in the
1940 Act and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale of securities or other property) with the Trust because of their status as
“affiliated persons” of the Trust. This Code does not, and is not intended to, repeat or replace any compliance programs and
procedures of the Trust or the investment adviser designed to prevent, or identify and correct, violations of the 1940 Act and the Investment
Advisers Act.
Although typically not presenting
an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Trust
and the investment adviser or the administrator of which a Covered Officer is also an officer or employee. As a result, this Code recognizes
that the Covered Officers will, in the normal course of their duties, whether formally for the Trust and/or for the adviser or the administrator,
be involved in establishing policies and implementing decisions that will have different effects on the adviser or the administrator and
the Trust. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Trust
and the adviser or the administrator and is consistent with the performance by the Covered Officers of their duties as officers of the
Trust. Thus, if performed in conformity with the provisions of the 1940 Act and the Investment Advisers Act, such activities will be deemed
to have been handled ethically. In addition, it is recognized by the Trust’s Board of Trustees (“Board”) that the Covered
Officers may also be officers or employees of one or more investment companies covered by other codes.
Other conflicts of interest are
covered by this Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Investment Advisers Act.
The following list provides examples of conflicts of interest under this Code, but Covered Officers should keep in mind that these examples
are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before
the interest of the Trust.
Each Covered Officer must:
RiverNorth
– Sarbanes Oxley Code of Ethics
| · | not use personal influence or personal relationships improperly to influence
investment decisions or financial reporting by the Trust whereby the Covered Officer would benefit personally to the detriment of the
Trust; |
| · | not
cause the Trust to take action, or fail to take action, for the individual personal benefit
of the Covered Officer rather than the benefit of the Trust; |
| · | not
use material non-public knowledge of portfolio transactions made or contemplated for the
Trust to trade personally or cause others to trade personally in contemplation of the market
effect of such transactions; |
| · | report
at least annually any affiliations or other relationships related to conflicts of interest
that the Trust’s Trustees and Officers Questionnaire covers. |
There are some conflict of interest
situations that should always be discussed with the compliance officer of the Trust appointed by the Board (the “Compliance Officer”),
if material. Examples of these include:
| · | service
as a director on the board of any public company; |
| · | the
receipt of any non-nominal gifts; |
| · | the
receipt of any entertainment from any company with which the Company has current or prospective
business dealings unless such entertainment is business-related, reasonable in cost, appropriate
as to time and place, and not so frequent as to raise any questions of impropriety; |
| · | any
ownership interest in, or any consulting or employment relationship with, any of the Trust’s
service providers, other than its investment adviser, principal underwriter, administrator
or any affiliated person thereof; and |
| · | a
direct or indirect financial interest in commissions, transaction charges or spreads paid
by the Trust for effecting portfolio transactions or for selling or redeeming shares other
than an interest arising from the Covered Officer’s employment, such as compensation
or equity ownership. |
| III. | Disclosure and Compliance |
| · | Each Covered Officer should familiarize himself with the disclosure requirements generally applicable
to the Trust. |
| · | Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the
Trust to others, whether within or outside the Trust, including to the Trust’s directors and auditors, and to governmental regulators
and self-regulatory organizations. |
| · | Each Covered Officer should, to the extent appropriate within the Covered Officer’s area of responsibility,
consult with other officers and employees of the Trust and of the adviser or the administrator with the goal of promoting full, fair,
accurate, timely and understandable disclosure in the reports and documents the Trust files with, or submits to, the SEC and in other
public communications made by the Trust. |
| · | It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions
imposed by applicable laws, rules and regulations. |
| IV. | Reporting and Accountability |
Each Covered Officer must:
| · | upon adoption of this Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing
to the Board , in substantially the form set forth on Exhibit B, that the Covered Officer has received, read, and understands this
Code; |
| · | annually thereafter affirm to the Board, in substantially the form set forth on Exhibit C, that
the Covered Officer has complied with the requirements of this Code; |
| · | not retaliate against any other Covered Officer or any employee of the Trust or their affiliated persons
for reports of potential violations that are made in good faith; and |
| · | notify the Compliance Officer for the Trust promptly if the Covered Officer knows of any violation of
this Code. Failure to do so is itself a violation of this Code. |
RiverNorth
– Sarbanes Oxley Code of Ethics
The Compliance Officer for the Trust is
responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret
this Code in any particular situation. However, any approvals or waivers sought by a Covered Officer will be considered by the Audit Committee
(the “Committee”), which will make recommendations to the Board.
The Trust will follow
these procedures in investigating and enforcing this Code:
| · | the
Compliance Officer for the Trust will take all appropriate action to investigate any potential
violations reported to the Compliance Officer; |
| · | the
Compliance Officer will review with the outside legal counsel to the Trust the findings and
conclusions of such investigation; |
| · | if,
after such investigation and review, the Compliance Officer believes that no violation has
occurred, the Compliance Officer is not required to take any further action; |
| · | any
matter that the Compliance Officer believes is a violation will be reported to the Committee; |
| · | if
the Committee concurs that a violation has occurred, it will inform and make a recommendation
to the Board, which will consider appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures (including changes to this Code); notification
of the violation to appropriate personnel of the investment adviser or the administrator
or its board; or a recommendation to take disciplinary action against the Covered Officer,
which may include, without limitation, dismissal; |
| · | the
Board will be responsible for granting waivers, as appropriate; and |
| · | any
changes to or waivers of this Code will, to the extent required, be disclosed as provided
by SEC rules. |
| V. | Other Policies and Procedures |
This Code shall be the sole code
of ethics adopted by the Trust for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered
investment companies thereunder. Insofar as other policies or procedures of the Trust, the Trust’s adviser, principal underwriter,
the administrator or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject
to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Trust’s
and its investment adviser’s and principal underwriter’s codes of ethics under Rule 17j-1 under the 1940 Act are separate
requirements applying to the Covered Officers and others, and are not part of this Code.
Any amendments to this Code, other
than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent trustees.
To the extent possible, all records,
reports and other information prepared, maintained or acquired pursuant to this Code will be treated as confidential, it being understood
that it may be necessary or advisable, that certain matters be disclosed to third parties (e.g., to the board of directors or officers
of the adviser or the administrator).
This Code is intended solely for
the internal use by the Trust and does not constitute an admission, by or on behalf of the Trust, as to any fact, circumstance, or legal
conclusion.
Responsible Party/Compliance Process: Chief
Compliance Officer
RiverNorth
– Sarbanes Oxley Code of Ethics
Exhibit
A
Persons Covered by this Code of Ethics
Patrick Galley
Jon Mohrhardt
EX-99.CERT
CERTIFICATIONS
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY
ACT OF 2002
I,
Patrick W. Galley, certify that:
1.
I have reviewed this report on Form N-CSR of RiverNorth Opportunistic Municipal Income Fund, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows
(if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant
and have:
| (a) | Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed
such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of a date within 90 days prior to the filing date of this report based
on such evaluation; and |
| (d) | Disclosed
in this report any change in the registrant’s internal control over financial reporting
that occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and |
5.
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
| (a) | All
significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize, and report financial information;
and |
| (b) | Any
fraud, whether or not material, that involves management or other employees who have
a significant role in the registrant’s internal control over financial reporting. |
Date: |
September
6, 2024 |
/s/
Patrick W. Galley |
|
|
|
Patrick
W. Galley |
|
|
|
President
and Chief Executive Officer |
|
I,
Jonathan M. Mohrhardt, certify that:
1.
I have reviewed this report on Form N-CSR of RiverNorth Opportunistic Municipal Income Fund,
Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows
(if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant
and have:
| (a) | Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed
such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of a date within 90 days prior to the filing date of this report based
on such evaluation; and |
| (d) | Disclosed
in this report any change in the registrant’s internal control over financial reporting
that occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and |
5.
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
| (a) | All
significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize, and report financial information;
and |
| (b) | Any
fraud, whether or not material, that involves management or other employees who have
a significant role in the registrant’s internal control over financial reporting. |
Date: |
September
6, 2024 |
/s/
Jonathan M. Mohrhardt |
|
|
|
Jonathan
M. Mohrhardt |
|
|
|
Treasurer
and Chief Financial Officer |
|
EX-99.906CERT
CERTIFICATIONS
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY
ACT OF 2002
This
certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the
report on Form N-CSR for the period ended June 30, 2024 of RiverNorth Opportunistic Municipal Income Fund, Inc. (the “Company”).
I,
Patrick W. Galley, the President and Chief Executive Officer of the Company, certify that:
| (i) | the
report on Form N-CSR fully complies with the requirements of Section 13(a) or Section
15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and |
| (ii) | the
information contained in the Form N-CSR fairly presents, in all material respects, the
financial condition and results of operations of the Company. |
Date: |
September
6, 2024 |
|
|
|
|
/s/
Patrick W. Galley |
|
|
|
Patrick
W. Galley |
|
|
|
President
and Chief Executive Officer |
|
This
certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the
report on Form N-CSR for the period ended June 30, 2024 of RiverNorth Opportunistic Municipal Income Fund, Inc. (the “Company”).
I,
Jonathan M. Mohrhardt, the Treasurer and Chief Financial Officer of the Company, certify that:
| (i) | the
report on Form N-CSR fully complies with the requirements of Section 13(a) or Section
15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and |
| (ii) | the
information contained in the Form N-CSR fairly presents, in all material respects, the
financial condition and results of operations of the Company. |
Date: |
September
6, 2024 |
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/s/
Jonathan M. Mohrhardt |
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Jonathan
M. Mohrhardt |
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Treasurer
and Chief Financial Officer |
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These
statements accompany this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed
as filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934.
Section 18 - Proxy
Voting
RiverNorth Capital Management, LLC
PROXY VOTING POLICIES AND PROCEDURES
Pursuant to the adoption by the Securities and Exchange
Commission (the “Commission”) of Rule 206(4)-6 (17 CFR 275.206(4)-6) and amendments to Rule 204-2 (17 CFR 275.204-2) under
the Investment Advisers Act of 1940 (the “Act”), it is a fraudulent, deceptive, or manipulative act, practice or course of
business, within the meaning of Section 206(4) of the Act, for an investment adviser to exercise voting authority with respect to client
securities, unless (i) the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure
that the adviser votes proxies in the best interests of its clients, (ii) the adviser describes its proxy voting procedures to its clients
and provides copies on request, and (iii) the adviser discloses to clients how they may obtain information on how the adviser voted their
proxies.
In its standard investment advisory agreement, RiverNorth
Capital Management, LLC (“RiverNorth”) specifically states that it does not vote proxies unless otherwise directed by the
client and the client, including clients governed by ERISA, is responsible for voting any proxies. Therefore, RiverNorth will
not vote proxies for these clients. However, RiverNorth will vote proxies on behalf of its investment company clients and hedge
fund clients ("Funds"). RiverNorth has instructed all custodians, other than Fund custodians, to forward proxies directly to
its clients, and if RiverNorth accidentally receives a proxy for any non-Fund client, current or former, RiverNorth will promptly forward
the proxy to the client. In order to fulfill its responsibilities to Funds, RiverNorth has adopted the following policies and procedures
for proxy voting with regard to companies in any Funds’ investment portfolios.
OVERVIEW
The Proxy Voting Policies and Procedures are designed
to protect the best interests of the Funds. RiverNorth does not delegate or rely on any third-party service provider for voting recommendations.
KEY OBJECTIVES
The key objectives of these policies and procedures
recognize that a company’s management is entrusted with the day-to-day operations and longer term strategic planning of the company,
subject to the oversight of the company’s board of directors. While “ordinary business matters” are primarily the responsibility
of management and should be approved solely by the corporation’s board of directors, these objectives also recognize that the company’s
shareholders must have final say over how management and directors are performing, and how shareholders’ rights and ownership interests
are handled, especially when matters could have substantial economic implications to the shareholders.
Therefore, RiverNorth will pay particular attention
to the following matters in exercising our proxy voting responsibilities as a fiduciary for the Funds:
| · | Accountability. Each company should have effective means in place to hold those entrusted with
running a company’s business accountable for their actions. Management of a company should be accountable to its board of directors
and the board should be accountable to shareholders. |
| · | Alignment of Management and Shareholder Interests. Each company should endeavor to align the interests
of management and the board of directors with the interests of the company’s shareholders. For example, we generally believe that
compensation should be designed to reward management for doing a good job of creating value for the shareholders of the company. |
| · | Transparency. Promotion of timely disclosure of important information about a company’s business
operations and financial performance enables investors to evaluate the performance of a company and to make informed decisions about the
purchase and sale of a company’s securities. |
DECISION METHODS
RiverNorth generally believes that the individual
portfolio managers that invest in and track particular companies are the most knowledgeable and best suited to make decisions with regard
to proxy votes. Therefore, RiverNorth relies on those individuals to make the final decisions on how to cast proxy votes.
No set of proxy voting guidelines can anticipate all
situations that may arise. In special cases, RiverNorth may seek insight from its managers and analysts on how a particular proxy proposal
will impact the financial prospects of a company, and vote accordingly.
In some instances, a proxy vote may present a conflict
between the interests of a Fund, on the one hand, and RiverNorth’s interests or the interests of a person affiliated with us, on
the other. In such a case, RiverNorth will abstain from making a voting decision and will forward all of the necessary proxy voting materials
to the client to enable the client to cast the votes.
Notwithstanding the forgoing, the following policies
will apply to investment company shares owned by a Fund. The Investment Company Act of 1940, as amended, (the “Act”) defines
an “investment company” to include mutual funds, money market funds, closed-end funds (including preferred shares of a closed-end
fund), and exchange traded funds. Under Section 12(d)(1) of the Act, a fund may only invest up to 5% of its total assets in the securities
of any one investment company, but may not own more than 3% of the outstanding voting stock of any one investment company or invest more
than 10% of its total assets in the securities of other investment companies. However, Section 12(d)(1)(F) of the Act provides that the
provisions of paragraph 12(d)(1) shall not apply to securities purchased or otherwise acquired by a fund if (i) immediately after such
purchase or acquisition not more than 3% of the total outstanding stock of such registered investment company is owned by the fund and
all affiliated persons of the fund; and (ii) the fund is not proposing to offer or sell any security issued by it through a principal
underwriter or otherwise at a public or offering price which includes a sales load of more than 1½% percent. Therefore, each Fund
(or the Adviser acting on behalf of the Fund) must comply with the following voting restrictions unless it is determined that the Fund
is not relying on Section 12(d) (1) (F):
| · | when the Fund exercises voting rights, by proxy or otherwise, with respect to any investment company owned
by the Fund, the Fund will either |
| o | seek instruction from the Fund’s shareholders with regard to the voting of all proxies and vote
in accordance with such instructions, or |
| o | vote the shares held by the Fund in the same proportion as the vote of all other holders of such security. |
Under Section 12(d)(1)-(4) of the Act, an investment
company (including exchange traded funds (“ETFs”), or closed-end funds), or business development company (“BDC”),
is allowed to acquire securities of any other registered investment company or BDC in excess of the limitations in Section 12(d)(1). For
purposes of these policies and procedures, the term “Acquiring Fund” means a fund that invests in any other registered investment
company and “Acquired Fund” means a fund that is being acquired by another registered investment company.
When an investment company is relying on 12(d)(1)-(4),
the investment company must comply with the following provisions regarding proxy voting:
| · | Limits
on Control and Voting. When an investment company acquires shares of another investment company
(Acquiring Fund), its advisory group1 is prohibited from controlling2,
individually or in the aggregate, of the Acquired Fund. An Acquiring Fund and its advisory
group are required to use mirror voting when they hold more than: (i) 25 percent of the outstanding
voting securities of an Acquired Fund that is an open-end fund or UIT due to a decrease in
the outstanding voting securities of the Acquired Fund; or (ii) 10 percent of the outstanding
voting securities of an Acquired Fund that is a closed-end fund or BDC. In assessing whether
a Fund is deemed to have control, the Acquiring Fund is required to aggregate its investment
in an Acquired Fund with the investment of the Acquiring Fund’s advisory group. The
Acquiring Fund and its advisory group are required to use pass-through voting (i.e., seek
voting instructions from the Acquiring Fund’s own shareholders and vote accordingly)
in situations where (1) all holders of an Acquired Fund’s outstanding voting securities
are required by Rule 12d1-4 or Section 12(d)(1) of the 1940 Act to use mirror voting, or
(2) mirror voting by an Acquiring Fund is not possible (for example, when Acquiring Funds
are the only shareholders of an Acquired Fund). |
| · | Exceptions from the Control and Voting Conditions.
The control and voting conditions described above do not apply when: (i) an Acquiring Fund is within the same group of investment companies
as an Acquired Fund; or (ii) the Acquiring Fund’s investment sub-advisor or any person controlling, controlled by, or under common
control with such investment sub-advisor acts as the Acquired Fund’s investment advisor or depositor. |
PROXY VOTING GUIDELINES
Election of the Board of Directors
We believe that good corporate governance generally
starts with a board composed primarily of independent directors, unfettered by significant ties to management, all of whose members are
elected annually. We also believe that turnover in board composition promotes independent board action; fresh approaches to governance,
and generally has a positive impact on shareholder value. We will generally vote in favor of non-incumbent independent directors.
The election of a company’s board of directors
is one of the most fundamental rights held by shareholders. Because a classified board structure prevents shareholders from electing a
full slate of directors annually, we will generally support efforts to declassify boards or other measures that permit shareholders to
remove a majority of directors at any time, and will generally oppose efforts to adopt classified board structures.
Approval of Independent Auditors
RiverNorth believes that the relationship between
a company and its auditors should be limited primarily to the audit engagement, although it may include certain closely related activities
that do not raise an appearance of impaired independence.
| 1 | Rule 12d1-4 defines “advisory group” as either: (i)
an Acquiring Fund’s investment advisor or depositor and any person controlling, controlled by, or under common control with such
investment advisor or depositor; or (ii) an Acquiring Fund’s investment sub-advisor and any person controlling, controlled by,
or under common control with such investment sub-advisor. |
| 2 | “Control” means the power to exercise a controlling
influence over the management or policies of a company, unless such power is solely the result of an official position with such company.
The 1940 Act creates a rebuttable presumption that any person who, directly or indirectly, beneficially owns more than 25% of the voting
securities of a company is deemed to control the company. Accordingly, an Acquiring Fund and its advisory group could own up to 25% of
the outstanding shares of an Acquired Fund without being presumed to control the Acquired Fund. A determination of control depends on
the facts and circumstances of the particular situation and does not turn solely on ownership of voting securities of a company. |
RiverNorth will evaluate on a case-by-case basis instances
in which the audit firm has a substantial non-audit relationship with a company to determine whether we believe independence has been,
or could be, compromised.
Equity-based compensation plans
RiverNorth believes that appropriately designed equity-based
compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the interests of directors,
management, and employees by providing incentives to increase shareholder value. Conversely, we are opposed to plans that substantially
dilute ownership interests in the company, provide participants with excessive awards, or have inherently objectionable structural features.
RiverNorth will generally support measures intended
to increase stock ownership by executives and the use of employee stock purchase plans to increase company stock ownership by employees.
These may include:
| · | Requiring senior executives to hold stock in a company. |
| · | Requiring stock acquired through option exercise to be held for a certain period of time. |
These are guidelines, and we consider other factors,
such as the nature of the industry and size of the company, when assessing a plan’s impact on ownership interests.
Corporate Structure
RiverNorth views the exercise of shareholders’
rights, including the rights to act by written consent, to call special meetings and to remove directors, to be fundamental to good corporate
governance.
Because classes of common stock with unequal voting
rights limit the rights of certain shareholders, RiverNorth generally believes that shareholders should have voting power equal to their
equity interest in the company and should be able to approve or reject changes to a company’s by-laws by a simple majority vote.
RiverNorth will generally support the ability of shareholders
to cumulate their votes for the election of directors.
Shareholder Rights Plans
While RiverNorth recognizes that there are arguments
both in favor of and against shareholder rights plans, also known as poison pills, such measures may tend to entrench current management,
which RiverNorth generally considers to have a negative impact on shareholder value. Therefore, while RiverNorthwill evaluate such plans
on a case by case basis, we will generally oppose such plans.
PROXY SERVICE PROVIDER OVERSIGHT
RiverNorth uses Broadridge Financial Solutions Inc.’s
ProxyEdge (“ProxyEdge”) as our third-party service provider for voting proxies. ProxyEdge, as a RiverNorth service provider,
is monitored by RiverNorth through its proxy service and undergoes an initial and periodic due diligence review.
The initial due diligence of a third-party service
provider for proxy services includes a review of the service provider’s compliance policies and procedures, records of any administrative
proceedings against the firm, interview with key personnel, review the information technology and cybersecurity controls in place to protect
vital data and discussions with other clients of the service provider.
For a periodic due diligence, RiverNorth requires
its third-party service provider for proxy services to complete a Due Diligence Questionnaire (DDQ). As with the initial due diligence,
the DDQ will cover the service provider’s compliance policies and procedures, records of any administrative proceedings against
the firm and information technology and cybersecurity controls in place to protect vital data. It will also include an evaluation of any
material changes in services or operations of the third-party service provider for proxy services.
CLIENT INFORMATION
A copy of these Proxy Voting Policies and Procedures
is available to our clients, without charge, upon request, by calling 1-800-646-0148. RiverNorth will send a copy of these Proxy Voting
Policies and Procedures within three (3) business days of receipt of a request, by first-class mail or other means designed to ensure
equally prompt delivery. In addition, RiverNorth will provide each client, without charge, upon request, information regarding the proxy
votes cast by us with regard to the client’s securities.
TESTING PROCEDURES
On a monthly basis, the Chief Compliance Officer (“CCO”)
or his designee shall obtain periodic affirmations from employees responsible for voting proxies that all outstanding proxies have been
voted. On a periodic basis, the CCO or his designee shall review a sample of all proxies for compliance with these policies and procedures.
Revised |
2/12/2013 |
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11/7/2014 |
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7/1//2021 |
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3/01/2022 |
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7/1/2024 |
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v3.24.2.u1
N-2 - USD ($)
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3 Months Ended |
12 Months Ended |
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Jun. 30, 2024 |
Mar. 31, 2024 |
Dec. 31, 2023 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2024 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2019 |
[11] |
Cover [Abstract] |
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Entity Central Index Key |
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0001746967
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Amendment Flag |
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Entity Inv Company Type |
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N-2
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N-CSR
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Entity Registrant Name |
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RiverNorth Opportunistic Municipal Income Fund, Inc.
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Fee Table [Abstract] |
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Shareholder Transaction Expenses [Table Text Block] |
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Shareholder Transaction Expenses |
As a Percentage of
Offering Price |
Sales Load |
–%* |
Offering Expenses Borne by Common Shareholders of the Fund |
–%* |
Dividend Reinvestment Plan Fees |
–(1)* |
Preferred Shares Offering Expenses Borne by the Fund (as a percentage of net assets attributable to Common Shares) |
–%* |
| * | The applicable prospectus supplement to be used in connection with any sales of Common Shares or Preferred
Shares will set forth any applicable sales load and the estimated offering expenses borne by the Fund under an Offering. |
| (1) | There will be no brokerage charges with respect to common shares issued directly by the Fund under
the dividend reinvestment plan. You will pay brokerage charges in connection with open market purchases or if you direct the plan agent
to sell your common shares held in a dividend reinvestment account. |
| * | The applicable prospectus supplement to be used in connection with any sales of Common Shares or Preferred
Shares will set forth any applicable sales load and the estimated offering expenses borne by the Fund under an Offering. |
| (1) | There will be no brokerage charges with respect to common shares issued directly by the Fund under
the dividend reinvestment plan. You will pay brokerage charges in connection with open market purchases or if you direct the plan agent
to sell your common shares held in a dividend reinvestment account. |
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Sales Load [Percent] |
[1] |
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Dividend Reinvestment and Cash Purchase Fees |
[1],[2] |
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Other Transaction Expenses [Abstract] |
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Other Transaction Expense 1 [Percent] |
[1] |
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Other Transaction Expense 2 [Percent] |
[1] |
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Annual Expenses [Table Text Block] |
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As a Percentage
of Net Assets
Attributable to
Common Shares
(Assuming the Use
of Leverage Equal
to 36.83% of the
Fund’s Managed
Assets) |
Annual Expenses |
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Management fee(2) |
1.72% |
Leverage costs(3)(4)(5) |
2.62% |
Dividends on Preferred Shares(6) |
– |
Other expenses |
0.76% |
Acquired fund fees and expenses(7) |
1.86% |
Total annual expenses |
6.96% |
| (2) | The management fee is charged as a percentage of the Fund’s average daily Managed Assets, as
opposed to net assets. With leverage, Managed Assets are greater in amount than net assets, because Managed Assets include assets attributable
to the Fund’s use of leverage created by its borrowings and tender option bond transactions. In addition, the mark-to-market value
of the Fund’s derivatives are used for purposes of calculating Managed Assets. The management fee of 1.05% of the Fund’s Managed
Assets represents 1.72% of net assets attributable to Common Shares assuming the use of leverage in an amount of 36.83% of the Fund’s
Managed Assets. The Fund’s average Managed Assets for the fiscal year ended June 30, 2024 (which includes the use of leverage discussed
in footnote (4)) were multiplied by the annual advisory fee rate and then divided by the Fund’s average net assets for the same period
to calculate the management fee as a percentage of the Fund’s net assets attributable to common shares. |
| (3) | The actual amount of interest expense borne by the Fund will vary over time in accordance with the
level of the Fund’s use of leverage and variations in market interest rates. See “Use of Leverage.” |
| (4) | The “Leverage Costs” include the expenses associated with the Fund’s tender option
bond (“TOB”) transactions, including remarketing, administration and trustee services to a TOB issuer. |
| (5) | Interest and fees on leverage in the table reflect the cost to the Fund of borrowings and TOB transactions,
expressed as a percentage of the Fund’s net assets as of June 30, 2024. The table assumes the use of leverage from borrowings and
the proceeds of TOB transactions representing, in the aggregate, 36.83% of Managed Assets, which reflects approximately the percentage
of the Fund’s total average Managed Assets attributable to such leverage averaged over the year ended June 30, 2024, at a weighted average
annual expense to the Fund of 4.10%. |
| (6) | As of the date of this report, the Fund has not issued any Preferred Shares. The applicable prospectus
supplement will set forth the expense related to any Preferred Shares issued in the future. |
| (7) | The “Acquired fund fees and expenses” disclosed above are based on the expense ratios for
the most recent fiscal year of the Underlying Funds in which the Fund has invested, which may change substantially over time and, therefore,
significantly affect “Acquired fund fees and expenses.” These amounts are based on the total expense ratio disclosed in each
Underlying Fund’s most recent shareholder report. “Acquired fund fees and expenses” are not charged directly to the
Fund, but rather reflect the estimated pro rata portion of the Underlying Funds’ fees attributable to the Fund’s investments
in shares of the Underlying Funds. The 1.86% shown as “Acquired fund fees and expenses” reflects estimated operating expenses
of the Underlying Funds and transaction-related fees. Certain Underlying Funds in which the Fund intends to invest generally charge a
management fee of 1.00% to 2.00%, which are included in “Acquired fund fees and expenses,” as applicable. Acquired fund fees
and expenses are borne indirectly by the Fund, but they are not reflected in the Fund’s financial statements; and the information
presented in the table will differ from that presented in the Fund’s financial highlights. |
The purpose of the table above and the example
below is to help you understand the fees and expenses that you, as a Common Shareholder, would bear directly or indirectly. The expenses
shown in the table under “Other Expenses” and “Total annual expenses” assume that the Fund has not issued any
additional Common Shares.
| (2) | The management fee is charged as a percentage of the Fund’s average daily Managed Assets, as
opposed to net assets. With leverage, Managed Assets are greater in amount than net assets, because Managed Assets include assets attributable
to the Fund’s use of leverage created by its borrowings and tender option bond transactions. In addition, the mark-to-market value
of the Fund’s derivatives are used for purposes of calculating Managed Assets. The management fee of 1.05% of the Fund’s Managed
Assets represents 1.72% of net assets attributable to Common Shares assuming the use of leverage in an amount of 36.83% of the Fund’s
Managed Assets. The Fund’s average Managed Assets for the fiscal year ended June 30, 2024 (which includes the use of leverage discussed
in footnote (4)) were multiplied by the annual advisory fee rate and then divided by the Fund’s average net assets for the same period
to calculate the management fee as a percentage of the Fund’s net assets attributable to common shares. |
| (3) | The actual amount of interest expense borne by the Fund will vary over time in accordance with the
level of the Fund’s use of leverage and variations in market interest rates. See “Use of Leverage.” |
| (4) | The “Leverage Costs” include the expenses associated with the Fund’s tender option
bond (“TOB”) transactions, including remarketing, administration and trustee services to a TOB issuer. |
| (5) | Interest and fees on leverage in the table reflect the cost to the Fund of borrowings and TOB transactions,
expressed as a percentage of the Fund’s net assets as of June 30, 2024. The table assumes the use of leverage from borrowings and
the proceeds of TOB transactions representing, in the aggregate, 36.83% of Managed Assets, which reflects approximately the percentage
of the Fund’s total average Managed Assets attributable to such leverage averaged over the year ended June 30, 2024, at a weighted average
annual expense to the Fund of 4.10%. |
| (6) | As of the date of this report, the Fund has not issued any Preferred Shares. The applicable prospectus
supplement will set forth the expense related to any Preferred Shares issued in the future. |
| (7) | The “Acquired fund fees and expenses” disclosed above are based on the expense ratios for
the most recent fiscal year of the Underlying Funds in which the Fund has invested, which may change substantially over time and, therefore,
significantly affect “Acquired fund fees and expenses.” These amounts are based on the total expense ratio disclosed in each
Underlying Fund’s most recent shareholder report. “Acquired fund fees and expenses” are not charged directly to the
Fund, but rather reflect the estimated pro rata portion of the Underlying Funds’ fees attributable to the Fund’s investments
in shares of the Underlying Funds. The 1.86% shown as “Acquired fund fees and expenses” reflects estimated operating expenses
of the Underlying Funds and transaction-related fees. Certain Underlying Funds in which the Fund intends to invest generally charge a
management fee of 1.00% to 2.00%, which are included in “Acquired fund fees and expenses,” as applicable. Acquired fund fees
and expenses are borne indirectly by the Fund, but they are not reflected in the Fund’s financial statements; and the information
presented in the table will differ from that presented in the Fund’s financial highlights. |
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Management Fees [Percent] |
[3] |
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1.72%
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Interest Expenses on Borrowings [Percent] |
[4],[5],[6] |
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2.62%
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Dividend Expenses on Preferred Shares [Percent] |
[7] |
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Acquired Fund Fees and Expenses [Percent] |
[8] |
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1.86%
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Other Annual Expenses [Abstract] |
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Other Annual Expenses [Percent] |
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0.76%
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Total Annual Expenses [Percent] |
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6.96%
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Expense Example [Table Text Block] |
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Example(8)
The example illustrates the expenses you would
pay on a $1,000 investment in Common Shares, assuming (1) “Total annual expenses” of 6.96% of net assets attributable to Common
Shares, and (2) a 5% annual return.
|
1 year |
3 years |
5 years |
10 years |
Total Expenses Incurred |
$69 |
$203 |
$331 |
$631 |
| (8) | The example does not include sales load or estimated offering costs and considers the expense limitation
only for the periods in which it is in effect. The example should not be considered a representation of future expenses. The example assumes
that the estimated “Other expenses” set forth in the table are accurate and that all dividends and distributions are reinvested
at NAV and that the Fund is engaged in leverage of 36.83% of Managed Assets, assuming interest and fees on leverage of 4.10%. The interest
and fees on leverage is expressed as an interest rate and represents interest and fees payable on the Credit Agreement. Actual expenses
may be greater or less than those shown. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical
5% annual return shown in the example. |
The example should not be considered a representation
of future expenses. Actual expenses may be greater or less than those assumed.
| (8) | The example does not include sales load or estimated offering costs and considers the expense limitation
only for the periods in which it is in effect. The example should not be considered a representation of future expenses. The example assumes
that the estimated “Other expenses” set forth in the table are accurate and that all dividends and distributions are reinvested
at NAV and that the Fund is engaged in leverage of 36.83% of Managed Assets, assuming interest and fees on leverage of 4.10%. The interest
and fees on leverage is expressed as an interest rate and represents interest and fees payable on the Credit Agreement. Actual expenses
may be greater or less than those shown. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical
5% annual return shown in the example. |
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Expense Example, Year 01 |
[9] |
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$ 69
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Expense Example, Years 1 to 3 |
[9] |
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203
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Expense Example, Years 1 to 5 |
[9] |
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331
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Expense Example, Years 1 to 10 |
[9] |
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$ 631
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Purpose of Fee Table , Note [Text Block] |
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The following table shows estimated Fund expenses
as a percentage of net assets attributable to Common Shares. The expenses shown in the table and related footnotes, along with the example,
are based on the Fund’s capital structure as of June 30, 2024. Actual expenses may be greater or less than those shown below.
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Management Fee not based on Net Assets, Note [Text Block] |
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The management fee is charged as a percentage of the Fund’s average daily Managed Assets, as
opposed to net assets. With leverage, Managed Assets are greater in amount than net assets, because Managed Assets include assets attributable
to the Fund’s use of leverage created by its borrowings and tender option bond transactions. In addition, the mark-to-market value
of the Fund’s derivatives are used for purposes of calculating Managed Assets. The management fee of 1.05% of the Fund’s Managed
Assets represents 1.72% of net assets attributable to Common Shares assuming the use of leverage in an amount of 36.83% of the Fund’s
Managed Assets. The Fund’s average Managed Assets for the fiscal year ended June 30, 2024 (which includes the use of leverage discussed
in footnote (4)) were multiplied by the annual advisory fee rate and then divided by the Fund’s average net assets for the same period
to calculate the management fee as a percentage of the Fund’s net assets attributable to common shares.
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Acquired Fund Fees and Expenses, Note [Text Block] |
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The “Acquired fund fees and expenses” disclosed above are based on the expense ratios for
the most recent fiscal year of the Underlying Funds in which the Fund has invested, which may change substantially over time and, therefore,
significantly affect “Acquired fund fees and expenses.” These amounts are based on the total expense ratio disclosed in each
Underlying Fund’s most recent shareholder report. “Acquired fund fees and expenses” are not charged directly to the
Fund, but rather reflect the estimated pro rata portion of the Underlying Funds’ fees attributable to the Fund’s investments
in shares of the Underlying Funds. The 1.86% shown as “Acquired fund fees and expenses” reflects estimated operating expenses
of the Underlying Funds and transaction-related fees. Certain Underlying Funds in which the Fund intends to invest generally charge a
management fee of 1.00% to 2.00%, which are included in “Acquired fund fees and expenses,” as applicable. Acquired fund fees
and expenses are borne indirectly by the Fund, but they are not reflected in the Fund’s financial statements; and the information
presented in the table will differ from that presented in the Fund’s financial highlights.
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Financial Highlights [Abstract] |
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Senior Securities [Table Text Block] |
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Senior Securities Representing Indebtedness
Period/Fiscal Year Ended | |
Principal Amount Outstanding1 | | |
Asset Coverage Per $1,0002 | |
June 30, 2024 | |
$ | – | | |
$ | – | |
June 30, 2023 | |
$ | – | | |
$ | – | |
June 30, 2022 | |
$ | 13,000,000 | | |
$ | 9,711 | |
June 30, 2021 | |
$ | 10,000,000 | | |
$ | 16,523 | |
June 30, 2020 | |
$ | – | | |
$ | – | |
June 30, 20193 | |
$ | – | | |
$ | – | |
| (1) | Principal amount outstanding represents the principal amount owed by the Fund to lenders under credit
facility arrangements in place at the time. |
| (2) | The asset coverage ratio is calculated by subtracting the Fund’s total liabilities and indebtedness
not represented by senior securities from the Fund’s total assets, dividing the result by the aggregate amount of the Fund’s
senior securities representing indebtedness then outstanding, and then multiplying by $1,000. |
| (3) | For the period October 25, 2018, commencement of operations, to June 30, 2019. |
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Senior Securities Amount |
[10] |
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$ 13,000,000
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$ 10,000,000
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Senior Securities Coverage per Unit |
[12] |
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$ 9,711
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$ 16,523
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General Description of Registrant [Abstract] |
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Investment Objectives and Practices [Text Block] |
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Investment Objectives
There have been no changes in the Fund’s
investment objectives since the prior disclosure date that have not been approved by shareholders.
The Fund’s primary investment objective
is current income exempt from regular U.S. federal income taxes (but which may be includable in taxable income for purposes of the Federal
alternative minimum tax). The Fund’s secondary investment objective is total return.
Principal Investment Strategies and Policies
There have been no changes in the Fund’s
Principal Investment Strategies and Policies since the prior disclosure date.
Under normal market conditions, the Fund seeks
to achieve its investment objectives by investing, directly or indirectly, at least 80% of its Managed Assets (defined below) in municipal
bonds, the interest on which is, in the opinion of bond counsel to the issuers, generally excludable from gross income for regular U.S.
federal income tax purposes, except that the interest may be includable in taxable income for purposes of the Federal alternative minimum
tax (“Municipal Bonds”). In order to qualify to pay exempt-interest dividends, which are items of interest excludable from
gross income for federal income tax purposes, the Fund seeks to invest at least 50% of its Managed Assets either directly (and indirectly
through tender option bond transactions) in such Municipal Bonds or in other funds that are taxed as regulated investment companies.
Municipal Bonds are debt obligations, which may
have a variety of issuers, including governmental entities or other qualifying issuers. Issuers may be states, territories and possessions
of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities. Such territories of
the United States include Puerto Rico. Municipal Bonds include, among other instruments, general obligation bonds, revenue bonds, municipal
leases, certificates of participation, private activity bonds, moral obligation bonds, and tobacco settlement bonds, as well as short-term,
tax-exempt obligations such as municipal notes and variable rate demand obligations.
The Fund seeks to allocate its assets between
the two principal strategies described below. The Adviser determines the portion of the Fund’s Managed Assets to allocate to each
strategy and may, from time to time, adjust the allocations. Under normal market conditions, the Fund may allocate between 25% and 50%
of its Managed Assets to the Tactical Municipal Closed-End Fund (“CEF”) Strategy and 50% to 75% of its Managed Assets to the
Municipal Bond Income Strategy.
Tactical Municipal Closed-End Fund Strategy
(25%-50% of Managed Assets). This strategy seeks to (i) generate returns through investments in CEFs, exchange-traded funds (“ETFs”)
and other investment companies (collectively, the “Underlying Funds”) that invest, under normal market conditions, at least
80% of their net assets, plus the amount of any borrowings for investment purposes, in Municipal Bonds, and (ii) derive value from the
discount and premium spreads associated with CEFs that invest, under normal market conditions, at least 80% of their net assets, plus
the amount of any borrowings for investment purposes, in Municipal Bonds. All Underlying Funds will be registered under the Securities
Act of 1933, as amended (the “Securities Act”).
Under normal market conditions, the Fund limits
its investments in CEFs that have been in operation for less than one year to no more than 10% of the Fund’s Managed Assets allocated
to the Tactical Municipal CEF Strategy. The Fund will not invest in inverse ETFs or leveraged ETFs. Under normal market conditions, the
Fund may not invest more than 20% of its Managed Assets in the Tactical Municipal CEF Strategy in single state municipal CEFs. The Fund’s
shareholders will indirectly bear the expenses, including the management fees, of the Underlying Funds.
Under Section 12(d)(1)(A) of the 1940 Act, the
Fund may hold securities of an Underlying Fund in amounts which (i) do not exceed 3% of the total outstanding voting stock of the Underlying
Fund, (ii) do not exceed 5% of the value of the Fund’s total assets and (iii) when added to all other Underlying Fund securities
held by the Fund, do not exceed 10% of the value of the Fund’s total assets. These limits may be exceeded when permitted under Rule
12d1-4. The Fund intends to rely on either Section 12(d)(1)(F) of the 1940 Act, which provides that the provisions of Section 12(d)(1)(A)
shall not apply to securities purchased or otherwise acquired by the Fund if (i) immediately after such purchase or acquisition not more
than 3% of the total outstanding stock of such Underlying Fund is owned by the Fund and all affiliated persons of the Fund, and (ii) certain
requirements are met with respect to sales charges, or Rule 12d1-4.
The Fund may invest in Underlying Funds that
invest in securities that are rated below investment grade, including those receiving the lowest ratings from S&P Global Ratings
(“S&P”), Fitch Ratings, a part of the Fitch Group (“Fitch”), or Moody’s Investor Services, Inc. (“Moody’s”),
or comparably rated by another nationally recognized statistical rating organization (“NRSRO”) or, if unrated, determined
by the Adviser or the “Subadviser to be of comparable credit quality, which indicates that the security is in default or has little
prospect for full recovery of principal or interest. Below investment grade securities (such as securities rated below BBB- by S&P
or Fitch or below Baa3 by Moody’s) are commonly referred to as “junk” and “high yield” securities. Below
investment grade securities are considered speculative with respect to the issuer’s capacity to pay interest and repay principal.
The Underlying Funds in which the Fund invests may invest in securities receiving the lowest ratings from the NRSROs, including securities
rated C by Moody’s or D- by S&P. Lower rated below investment grade securities are considered more vulnerable to nonpayment
than other below investment grade securities and their issuers are more dependent on favorable business, financial and economic conditions
to meet their financial commitments. The lowest rated below investment grade securities are typically already in default.
The Underlying Funds in which the Fund invests
will not include those that are advised or subadvised by the Adviser, the Subadviser or their affiliates.
Municipal Bond Income Strategy (50%-75% of
Managed Assets). This strategy seeks to capitalize on inefficiencies in the tax-exempt and tax-advantaged securities markets through
investments in Municipal Bonds. Under normal market conditions, the Fund may not directly invest more than 25% of the Managed Assets allocated
to the Municipal Bond Income Strategy in Municipal Bonds in any one industry or in any one state of origin, and the Fund may not directly
invest more than 5% of the Managed Assets allocated to this strategy in the Municipal Bonds of any one issuer, except that the foregoing
industry and issuer restrictions shall not apply to general obligation bonds and the Fund will consider the obligor or borrower underlying
the Municipal Bond to be the “issuer.” The Fund may invest up to 30% of the Managed Assets allocated to the Municipal Bond
Income Strategy in Municipal Bonds that pay interest that may be includable in taxable income for purposes of the Federal alternative
minimum tax. The Fund can invest, directly or indirectly through Underlying Funds, in bonds of any maturity; however, under this strategy,
it will generally invest in Municipal Bonds that have a maturity of five years or longer at the time of purchase.
Under normal market conditions, the Fund invests
at least 65% of the Fund’s Managed Assets allocated to the Municipal Bond Income Strategy directly in investment grade Municipal
Bonds. The Subadviser invests no more than 20% of the Managed Assets allocated to the Municipal Bond Income Strategy in Municipal Bonds
rated at or below Caa1 by Moody’s or CCC+ by S&P or Fitch, or comparably rated by another NRSRO, including unrated bonds judged
to be of equivalent quality as determined by the Adviser or Subadviser, as applicable. Investment grade securities are those rated Baa
or higher by Moody’s (although Moody’s considers securities rated Baa to have speculative characteristics) or BBB or higher
by S&P or rated similarly by another NRSRO or, if unrated, judged to be of equivalent quality as determined by the Adviser or Subadviser,
as applicable. If the independent ratings agencies assign different ratings to the same security, the Fund will use the higher rating
for purposes of determining the security’s credit quality. Subject to the foregoing limitations, the Fund may invest in securities
receiving the lowest ratings from the NRSROs, including securities rated C by Moody’s or D- by S&P, which indicates that the
security is in default or has little prospect for full recovery of principal or interest.
Under normal market conditions, the Fund, or the
Underlying Funds in which the Fund invests, invests at least 50% of its Managed Assets, directly or indirectly in investment grade Municipal
Bonds.
“Managed Assets” means the total assets
of the Fund, including assets attributable to leverage, minus liabilities (other than debt representing leverage and any preferred stock
that may be outstanding). Such assets attributable to leverage include the portion of assets in tender option bond trusts of which the
Fund owns TOB Residuals (as defined below) that has been effectively financed by the trust’s issuance of TOB Floaters (as defined
below).
Other Investments. The Fund may invest,
directly or indirectly, up to 20% of its Managed Assets in taxable municipal securities. Any portion of the Fund’s assets invested
in taxable municipal securities does not count toward the 50%-75% of the Fund’s assets allocated to Municipal Bonds.
The Fund may at times establish hedging positions,
which may include short sales and derivatives, such as options, futures and swaps (“Hedging Positions”). Such Hedging Positions
may be used to attempt to protect against possible changes in the value of securities held in or to be purchased for the Fund’s portfolio
and to manage the effective maturity or duration of the Fund’s portfolio. The Fund’s Hedging Positions may, however, result in income
or gain to the Fund that is not exempt from regular U.S. federal income taxes.
A short sale is a transaction in which the Fund
sells a security that it does not own in anticipation of a decline in the market price of the security. The Fund may benefit from a short
position when the shorted security decreases in value by more than the cost of the transaction but will suffer a loss on a short sale
if the security’s value does not decline or increase. The Fund will not engage in any short sales of securities issued by CEFs.
The Fund also may attempt to enhance the return
on the cash portion of its portfolio by investing in total return swap agreements. A total return swap agreement provides the Fund with
a return based on the performance of an underlying asset, in exchange for fee payments to a counterparty based on a specific rate. The
difference in the value of these income streams is recorded daily by the Fund, and is typically settled in cash at least monthly. If the
underlying asset declines in value over the term of the swap, the Fund would be required to pay the dollar value of that decline plus
any applicable fees to the counterparty. The Fund may use its own net asset value (“NAV”) or any other reference asset that
the Adviser or Subadviser chooses as the underlying asset in a total return swap. The Fund limits the notional amount of all total return
swaps in the aggregate to 15% of the Fund’s Managed Assets.
The Fund may also purchase and sell municipal
market data rate locks (“MMD Rate Locks”). An MMD Rate Lock permits the Fund to lock in a specified municipal interest rate
for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as a duration management
technique or to protect against any increase in the price of securities to be purchased at a later date.
In addition to the foregoing principal investment
strategies of the Fund, the Adviser also may allocate the Fund’s Managed Assets among cash and short-term investments. There are
no limits on the Fund’s portfolio turnover, and the Fund may buy and sell securities to take advantage of potential short-term trading
opportunities without regard to length of time and when the Adviser or Subadviser believes investment considerations warrant such action.
High portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to common shareholders,
will be taxable as ordinary income. In addition, a higher portfolio turnover rate results in correspondingly greater brokerage commissions
and other transactional expenses that are borne by the Fund.
All percentage limitations are measured at the
time of investment and may be exceeded on a going-forward basis as a result of credit rating downgrades or market value fluctuations
of the Fund’s portfolio securities. Unless otherwise specified herein, the Fund may count its holdings in Underlying Funds towards
various guideline tests, including the 80% policy so long as the earnings on the underlying holdings of such Underlying Funds are exempt
from regular U.S. federal income taxes (but which may be includable in taxable income for purposes of the Federal alternative minimum
tax).
Unless otherwise specified, the investment policies
and limitations of the Fund are not considered to be fundamental by the Fund and can be changed without a vote of the common shareholders.
The Fund’s primary investment objective, 80% policy and certain investment restrictions specifically identified as such in the Fund’s
Statement of Additional Information are considered fundamental and may not be changed without the approval of the holders of a majority
of the outstanding voting securities of the Fund, as defined in the 1940 Act, which includes common shares and Preferred Shares, if any,
voting together as a single class, and the holders of the outstanding preferred shares, if any, voting as a single class.
Portfolio Composition
Set forth below is a description of the various
types of Municipal Bonds in which the Fund may invest. Obligations are included within the term “Municipal Bonds” if the interest
paid thereon is excluded from gross income for U.S. federal income tax purposes in the opinion of bond counsel to the issuer.
Municipal Bonds are either general obligation
or revenue bonds and typically are issued to finance public projects, such as roads or public buildings, to pay general operating expenses
or to refinance outstanding debt. Municipal Bonds may also be issued for private activities, such as housing, medical and educational
facility construction or for privately owned industrial development and pollution control projects. General obligation bonds are backed
by the full faith and credit and taxing authority of the issuer and may be repaid from any revenue source. Revenue bonds may be repaid
only from the revenues of a specific facility or source. The Fund also may purchase Municipal Bonds that represent lease obligations.
These carry special risks because the issuer of the bonds may not be obligated to appropriate money annually to make payments under the
lease.
The Municipal Bonds in which the Fund primarily
invests pay interest or income that, in the opinion of bond counsel to the issuer, is exempt from regular U.S. federal income tax. The
Adviser and the Subadviser will not conduct their own analysis of the tax status of the interest paid by Municipal Bonds held by the Fund,
but will rely on the opinion of counsel to the issuer of each such instrument. The Fund may also invest in Municipal Bonds issued by United
States Territories (such as Puerto Rico or Guam) that are exempt from regular U.S. federal income tax. In addition, the Fund may invest
in other securities that pay interest or income that is, or make other distributions that are, exempt from regular U.S. federal income
tax and/or state and local taxes, regardless of the technical structure of the issuer of the instrument. The Fund treats all of such tax-exempt
securities as Municipal Bonds.
The yields on Municipal Bonds are dependent on
a variety of factors, including prevailing interest rates and the condition of the general money market and the municipal bond market,
the size of a particular offering, the maturity of the obligation and the rating of the issuer. The market value of Municipal Bonds will
vary with changes in interest rate levels and as a result of changing evaluations of the ability of bond issuers to meet interest and
principal payments.
General Obligation Bonds. General obligation
bonds are backed by the issuer’s full faith and credit and taxing authority for the payment of principal and interest. The taxing
authority of any governmental entity may be limited, however, by provisions of its state constitution or laws, and an entity’s creditworthiness
will depend on many factors, including potential erosion of its tax base due to population declines, natural disasters, declines in the
state’s industrial base or inability to attract new industries, economic limits on the ability to tax without eroding the tax base,
state legislative proposals or voter initiatives to limit ad valorem real property taxes (i.e., taxes based upon an assessed value of
the property) and the extent to which the entity relies on federal or state aid, access to capital markets or other factors beyond the
state’s or entity’s control. Accordingly, the capacity of the issuer of a general obligation bond as to the timely payment
of interest and the repayment of principal when due is affected by the issuer’s maintenance of its tax base.
Revenue Bonds. Revenue bonds are payable
only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise
tax or other specific revenue sources such as payments from the user of the facility being financed. Accordingly, the timely payment of
interest and the repayment of principal in accordance with the terms of the revenue or special obligation bond is a function of the economic
viability of such facility or such revenue source.
Private Activity Bonds. Private activity
bonds are issued by or on behalf of public authorities to obtain funds to provide privately operated housing facilities, airport, mass
transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local
facilities for water supply, gas or electricity. Other types of private activity bonds, the proceeds of which are used for the construction,
equipping, repair or improvement of privately operated industrial or commercial facilities, may constitute Municipal Bonds, although the
current U.S. federal income tax laws place substantial limitations on the size of such issues.
Private activity bonds are secured primarily by
revenues derived from loan repayments or lease payments due from the entity, which may or may not be guaranteed by a parent company or
otherwise secured. Private activity bonds generally are not secured by a pledge of the taxing power of the issuer of such bonds. Therefore,
an investor should be aware that repayment of such bonds generally depends on the revenues of a private entity and be aware of the risks
that such an investment may entail. Continued ability of an entity to generate sufficient revenues for the payment of principal and interest
on such bonds will be affected by many factors including the size of the entity, capital structure, demand for its products or services,
competition, general economic conditions, government regulation and the entity’s dependence on revenues for the operation of the
particular facility being financed. The Fund expects that, due to investments in private activity bonds, a portion of the distributions
it makes on the Common Shares will be includable in the federal alternative minimum taxable income.
Moral Obligation Bonds. The Fund also may
invest in “moral obligation” bonds, which are normally issued by special purpose public authorities. If an issuer of moral
obligation bonds is unable to meet its obligations, the repayment of such bonds becomes a moral commitment but not a legal obligation
of the state or municipality in question.
Municipal Lease Obligations and Certificates
of Participation. Also included within the general category of Municipal Bonds are participations in lease obligations or installment
purchase contract obligations of municipal authorities or entities (hereinafter collectively called “Municipal Lease Obligations”).
Although a Municipal Lease Obligation does not constitute a general obligation of the municipality for which the municipality’s
taxing power is pledged, a Municipal Lease Obligation is ordinarily backed by the municipality’s covenant to budget for, appropriate
and make the payments due under the Municipal Lease Obligation. However, certain Municipal Lease Obligations contain “non-appropriation”
clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money
is appropriated for such purpose on a yearly basis. In the case of a “non-appropriation” lease, the Fund’s ability to
recover under the lease in the event of non-appropriation or default will be limited solely to the repossession of the leased property,
without recourse to the general credit of the lessee, and the disposition or re-leasing of the property might prove difficult. A certificate
of participation represents an undivided interest in an unmanaged pool of municipal leases, an installment purchase agreement or other
instruments.
The certificates are typically issued by a municipal
agency, a trust or other entity that has received an assignment of the payments to be made by the state or political subdivision under
such leases or installment purchase agreements. In addition, such participations generally provide the Fund with the right to demand payment,
on not more than seven days’ notice, of all or any part of the Fund’s participation interest in the underlying leases, plus
accrued interest.
Tobacco Settlement Bonds. Included in the
general category of Municipal Bonds in which the Fund may invest are “tobacco settlement bonds.” The Fund may invest in tobacco
settlement bonds, which are municipal securities that are backed solely by expected revenues to be derived from lawsuits involving tobacco
related deaths and illnesses which were settled between certain states and American tobacco companies. Tobacco settlement bonds are secured
by an issuing state’s proportionate share in the Master Settlement Agreement (“MSA”). The MSA is an agreement, reached
out of court in November 1998 between 46 states and nearly all of the U.S. tobacco manufacturers. The MSA provides for annual payments
in perpetuity by the manufacturers to the states in exchange for releasing all claims against the manufacturers and a pledge of no further
litigation. Tobacco manufacturers pay into a master escrow trust based on their market share, and each state receives a fixed percentage
of the payment as set forth in the MSA. A number of states have securitized the future flow of those payments by selling bonds pursuant
to indentures or through distinct governmental entities created for such purpose. The principal and interest payments on the bonds are
backed by the future revenue flow related to the MSA. Annual payments on the bonds, and thus risk to the Fund, are highly dependent on
the receipt of future settlement payments to the state or its governmental entity.
Zero Coupon Bonds. The Fund may invest
in zero-coupon bonds. A zero coupon bond is a bond that does not pay interest either for the entire life of the obligation or for an initial
period after the issuance of the obligation. When held to its maturity, its return comes from the difference between the purchase price
and its maturity value. A zero coupon bond is normally issued and traded at a deep discount from face value. Zero coupon bonds allow an
issuer to avoid or delay the need to generate cash to meet current interest payments and, as a result, may involve greater credit risk
than bonds that pay interest currently or in cash. The market prices of zero coupon bonds are affected to a greater extent by changes
in prevailing levels of interest rates and thereby tend to be more volatile in price than securities that pay interest periodically. In
addition, the Fund would be required to distribute the income on any of these instruments as it accrues, even though the Fund will not
receive all of the income on a current basis or in cash. Thus, the Fund may have to sell other investments, including when it may not
be advisable to do so, to make income distributions to its common shareholders.
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Risk Factors [Table Text Block] |
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Risk Factors
Investing in the Fund involves certain risks relating
to its structure and investment objective. You should carefully consider these risk factors, together with all of the other information
included in this report, before deciding whether to make an investment in the Fund. An investment in the Fund may not be appropriate for
all investors, and an investment in the Common Shares of the Fund should not be considered a complete investment program.
The risks set forth below are not the only risks
of the Fund, and the Fund may face other risks that have not yet been identified, which are not currently deemed material or which are
not yet predictable. If any of the following risks occur, the Fund’s financial condition and results of operations could be materially
adversely affected. In such case, the Fund’s NAV and the trading price of its securities could decline, and you may lose all or
part of your investment.
Certain risk factors included below have been
updated since the prior disclosure date to reflect certain non-material updates.
Investment-Related Risks:
With the exception of Underlying Fund risk (and
except as otherwise noted below), the following risks apply to the direct investments the Fund may make, and generally apply to the Fund’s
investments in Underlying Funds. That said, each risk described below may not apply to each Underlying Fund.
Investment and Market Risks. An investment
in the Fund is subject to investment risk, including the possible loss of the entire principal amount invested. The value of the Fund
or the Underlying Funds, like other market investments, may move up or down, sometimes rapidly and unpredictably. Overall stock market risks may also affect the
NAV of the Fund or the Underlying Funds. Factors such as economic growth and market conditions, interest rate levels and political events
affect the securities markets. An investment in the Fund may at any point in time be worth less than the original investment, even after
taking into account any reinvestment of dividends and distributions.
Management Risks. The Adviser’s and
the Subadviser’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual
security in which the Fund invests may prove to be incorrect and there is no guarantee that the Adviser’s or the Subadviser’s
judgment, as applicable, will produce the desired results.
Securities Risks. The value of the Fund
or an Underlying Fund may decrease in response to the activities and financial prospects of individual securities in the Fund’s
portfolio.
Municipal Bond Risks. The Fund’s
indirect and direct investments in Municipal Bonds include certain risks. Municipal Bonds may be affected significantly by the economic,
regulatory or political developments affecting the ability of Municipal Bond issuers to pay interest or repay principal. This risk may
be increased during periods of economic downturn or political turmoil. Many municipal securities may be called or redeemed prior to their
stated maturity. Issuers of municipal securities might seek protection under bankruptcy laws, causing holders of municipal securities
to experience delays in collecting principal and interest or prevent such holders from collecting all principal and interest to which
they are entitled. In addition, there may be less information available about Municipal Bond investments than comparable debt and equity
investments requiring a greater dependence on the Adviser’s and Sub-Adviser’s analytical abilities.
Certain types of Municipal Bonds may be subject
to specific risks. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable
from such issuer’s general revenues and not from any particular source, and are subject to risks related to the issuer’s ability
to raise tax revenues and ability to maintain an adequate tax base. Revenue bonds are subject to the risk that the underlying facilities
may not generate sufficient income to pay expenses and interest costs, lack recourse to ensure payment, or might be subordinate to other
debtors. Municipal lease obligations and certificates of participation are subject to the added risk that the governmental lessee will
fail to appropriate funds to enable it to meet its payment obligations under the lease. Moral obligation bonds are generally issued by
special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds
becomes a moral commitment, but not a legal obligation, of the state or municipality. Municipalities and other public authorities issue
private activity bonds to finance development of facilities for use by a private enterprise, which is solely responsible for paying the
principal and interest on the bond.
Failure of Municipal Bonds to meet regulatory
requirements may cause the interest received by the Fund and distributed to shareholders to be taxable, which may apply retroactively
to the date of the issuance of the bond. Municipal bonds are also subject to interest rate, credit, and liquidity risk, which are discussed
generally under this Risks Factors section.
The COVID-19 pandemic significantly stressed the
financial resources of many municipalities and other issuers of municipal securities, which may impair their ability to meet their financial
obligations and may harm the value or liquidity of the Fund’s investments in municipal securities. In particular, responses by municipalities
to the COVID-19 pandemic caused disruptions in business activities. These and other effects of the COVID-19 pandemic, such as increased
unemployment levels, impacted tax and other revenues of municipalities and other issuers of municipal securities and the financial conditions
of such issuers. As a result, there is increased budgetary and financial pressure on municipalities and heightened risk of default or
other adverse credit or similar events for issuers of municipal securities, which would adversely impact the Fund’s investments.
State Specific and Industry Risk. While
the Fund may not directly invest more than 25% of its Managed Assets in Municipal Bonds in any one industry or in any one state of origin,
indirect investments through Underlying Funds might increase the Fund’s exposure to economic, political or regulatory occurrences
affecting a particular state or industry.
Puerto Rico Municipal Bond Risks. Municipal
obligations issued by the Commonwealth of Puerto Rico or its political subdivisions, agencies, instrumentalities, or public corporations
may be affected by economic, market, political, and social conditions in Puerto Rico. Puerto Rico currently is experiencing significant
fiscal and economic challenges. These challenges may negatively affect the value of the Fund’s investments in Puerto Rico Municipal
Bonds. Legislation or further downgrades or defaults may place additional strain on the Puerto Rico economy and may negatively affect
the value, liquidity, and volatility of the Fund’s investments in Puerto Rico Municipal Bonds.
Tobacco Settlement Bond Risks. Tobacco
settlement bonds are municipal securities that are backed solely by expected revenues to be derived from lawsuits involving tobacco-related
deaths and illnesses, which were settled between certain states and American tobacco companies. Tobacco settlement bonds are secured by
an issuing state’s proportionate share of an agreement between 46 states and nearly all of the U.S. tobacco manufacturers, under
which, the actual amount of future settlement payments by tobacco manufacturers is dependent on many factors, including, but not limited
to, annual domestic cigarette shipments, cigarette consumption, increased taxes, inflation, financial capability of tobacco companies,
and the possibility of tobacco manufacturer bankruptcy. Payments made by tobacco manufacturers could be negatively impacted if the decrease
in tobacco consumption is significantly greater than the forecasted decline.
Credit and Below Investment Grade Securities
Risks. Credit risk is the risk that an issuer of a security may be unable or unwilling to make dividend, interest and principal payments
when due and the related risk that the value of a security may decline because of concerns about the issuer’s ability or willingness
to make such payments. Credit risk may be heightened for the Fund because it and the Underlying Funds may invest in below investment grade
securities (“junk” and “high yield” securities). Securities of below investment grade quality are regarded as
having speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal, and may be subject
to higher price volatility and default risk than investment grade securities of comparable terms and duration. Issuers of lower grade
securities may be highly leveraged and may not have available to them more traditional methods of financing. The prices of these lower
grade securities are typically more sensitive to negative developments, such as a decline in the issuer’s revenues or a general
economic downturn. The secondary market for lower rated securities may not be as liquid as the secondary market for more highly rated
securities, a factor which may have an adverse effect on the Fund’s ability to dispose of a particular security.
Municipal Market Data Rate Locks. The Fund
may purchase and sell municipal market data rate locks (“MMD Rate Locks”). An MMD Rate Lock permits the Fund to lock in a
specified municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio
as a duration management technique or to protect against any increase in the price of securities to be purchased at a later date. By using
an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing the Fund to select what the manager believes is an
attractive part of the yield curve. The Fund will ordinarily use these transactions as a hedge or for duration or risk management although
it is permitted to enter into them to enhance income or gain or to increase the Fund’s yield, for example, during periods of steep
interest rate yield curves (i.e., wide differences between short term and long term interest rates). An MMD Rate Lock is a contract between
the Fund and an MMD Rate Lock provider pursuant to which the parties agree to make payments to each other on a notional amount, contingent
upon whether the Municipal Market Data AAA General Obligation Scale is above or below a specified level on the expiration date of the
contract. For example, if the Fund buys an MMD Rate Lock and the Municipal Market Data AAA General Obligation Scale is below the specified
level on the expiration date, the counterparty to the contract will make a payment to the Fund equal to the specified level minus the
actual level, multiplied by the notional amount of the contract. If the Municipal Market Data AAA General Obligation Scale is above the
specified level on the expiration date, the Fund will make a payment to the counterparty equal to the actual level minus the specified
level, multiplied by the notional amount of the contract.
In connection with investments in MMD Rate Locks,
there is a risk that municipal yields will move in the opposite direction than anticipated by the Fund, which would cause the Fund to
make payments to its counterparty in the transaction that could adversely affect the Fund’s performance. The risk of loss with respect
to MMD Rate Locks is limited to the amount of payments the Fund is contractually obligated to make. If the other party to an MMD Rate
Lock defaults, the Fund’s risk of loss consists of the amount of payments that the Fund contractually is entitled to receive. If
there is a default by the counterparty, the Fund may have contractual remedies pursuant to the agreements related to the transaction,
but they could be difficult to enforce. The Municipal Market Data Rate Locks disclosure has been added risk the prior disclosure date.
Interest Rate Risk. The Fund’s share
price and total return will vary in response to changes in interest rates. If rates increase, the value of the Fund’s investments
generally will decline, as will the value of a shareholder’s investment in the Fund. Securities with longer maturities tend to produce
higher yields, but are more sensitive to changes in interest rates and are subject to greater fluctuations in value. A rise in interest
rates may negatively impact the Fund’s future income relating to leverage, as the Fund will be required to earn more income on its
investments to recoup any increased costs of leverage.
Interest rates in the United States and many other
countries have risen in recent periods and may rise in the future. Because longer-term inflationary pressure may result from the U.S.
government’s fiscal policies, the Fund may experience rising interest rates, rather than falling rates, over its investment horizon.
To the extent the Fund borrows money to finance its investments, the Fund’s performance will depend, in part, upon the difference
between the rate at which it borrows funds and the rate at which it invests those funds. In periods of rising interest rates, the Fund’s
cost of funds could increase. Adverse developments resulting from changes in interest rates could have a material adverse effect on the
Fund’s financial condition and results.
In addition, a decline in the prices of the debt
the Fund owns could adversely affect the Fund’s NAV. Changes in market interest rates could also affect the ability of operating
companies in which the Fund invests to service debt, which could materially impact the Fund.
LIBOR Risk. Certain London Interbank Offered
Rates (“LIBORs”) were generally phased out by the end of 2021, and some regulated entities have ceased to enter into new LIBOR-based
contracts beginning January 1, 2022. The 1-, 3- and 6-month U.S. dollar LIBOR settings will continue to be published using a synthetic
methodology until September 2024. Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. Although
the transition away from LIBOR has become increasingly well-defined, any potential effects of the transition away from LIBOR and other
benchmark rates on financial markets, a fund or the financial instruments in which a fund invests can be difficult to ascertain. Not all
existing LIBOR-based instruments may have alternative rate-setting provisions and there remains uncertainty regarding the willingness
and ability of issuers to add alternative rate-setting provisions in certain existing instruments. Global regulators have advised market
participants to cease entering into new contracts using LIBOR as a reference rate, and it is possible that investments in LIBOR-based
instruments could invite regulatory scrutiny. In addition, a liquid market for newly-issued instruments that use a reference rate other
than LIBOR still may be developing. All of the aforementioned may adversely affect the Fund’s or an Underlying Fund’s performance
or NAV.
SOFR Risk. SOFR is intended to be a broad
measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR is calculated
based on transaction-level repo data collected from various sources. For each trading day, SOFR is calculated as a volume-weighted median
rate derived from such data. SOFR is calculated and published by the Federal Reserve Bank of New York (“FRBNY”). If data from
a given source required by the FRBNY to calculate SOFR is unavailable for any day, then the most recently available data for that segment
will be used, with certain adjustments. If errors are discovered in the transaction data or the calculations underlying SOFR after its
initial publication on a given day, SOFR may be republished at a later time that day. Rate revisions will be effected only on the day
of initial publication and will be republished only if the change in the rate exceeds one basis point.
Because SOFR is a financing rate based on overnight
secured funding transactions, it differs fundamentally from LIBOR. LIBOR was intended to be an unsecured rate that represents interbank
funding costs for different short-term maturities or tenors. It was a forward-looking rate reflecting expectations regarding interest
rates for the applicable tenor. Thus, LIBOR was intended to be sensitive, in certain respects, to bank credit risk and to term interest
rate risk. In contrast, SOFR is a secured overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is
largely insensitive to credit-risk considerations and to short-term interest rate risks. SOFR is a transaction- based rate, and it has
been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. For these reasons, among
others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or similar way as LIBOR would have performed
at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. SOFR has a limited history, having
been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s
history or otherwise. Levels of SOFR in the future, including following the discontinuation of LIBOR, may bear little or no relation to
historical levels of SOFR, LIBOR or other rates.
Inflation/Deflation Risk. Inflation risk
is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money.
As inflation increases, the real value of the Common Shares and distributions can decline. Deflation risk is the risk that prices throughout
the economy decline over time-the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may
make issuer defaults more likely, which may result in a decline in the value of the Fund’s portfolio.
Tactical Municipal CEF Strategy Risk. The
Fund invests in CEFs as a principal part of the Tactical Municipal CEF Strategy. The Fund may invest in shares of CEFs that are trading
at a discount to NAV or at a premium to NAV. There can be no assurance that the market discount on shares of any CEF purchased by the
Fund will ever decrease.
In fact, it is possible that this market discount
may increase and the Fund may suffer realized or unrealized capital losses due to further decline in the market price of the securities
of such CEFs, thereby adversely affecting the NAV of the Fund’s Common Shares. Similarly, there can be no assurance that any shares
of a CEF purchased by the Fund at a premium will continue to trade at a premium or that the premium will not decrease subsequent to a
purchase of such shares by the Fund.
Underlying Fund Risks. Because the Fund
invests in Underlying Funds, the risks associated with investing in the Fund are closely related to the risks associated with the securities
and other investments held by the Underlying Funds. The ability of the Fund to achieve its investment objective will depend upon the ability
of the Underlying Funds to achieve their investment objectives. There can be no assurance that the investment objective of any Underlying
Fund will be achieved.
The Fund’s NAV will fluctuate in response
to changes in the NAVs of the Underlying Funds in which it invests and will be particularly sensitive to the risks associated with each
of the Underlying Funds. Shareholders will bear additional layers of fees and expenses with respect to the Fund’s investments in
Underlying Funds because each of the Fund and the Underlying Fund will charge fees and incur separate expenses, which may be magnified
if the Underlying Funds use leverage.
The Fund’s investments in Underlying Funds
may be restricted by certain provisions of the 1940 Act. Under Section 12(d)(1)(A) of the 1940 Act, the Fund may hold securities of an
Underlying Fund in amounts which (i) do not exceed 3% of the total outstanding voting stock of the Underlying Fund, (ii) do not exceed
5% of the value of the Fund’s total assets and (iii) when added to all other Underlying Fund securities held by the Fund, do not
exceed 10% of the value of the Fund’s total assets. Under Section 12(d)(1)(C) of the 1940 Act, the Fund, together with any other
investment companies for which the Adviser acts as an investment adviser, may not, in the aggregate, own more than 10% of the total outstanding
voting stock of a registered closed-end investment company. Section 12(d)(1)(F) of the 1940 Act provides that the limitations of Section
12(d)(1) described above shall not apply to securities purchased or otherwise acquired by the Fund if (i) immediately after such purchase
or acquisition not more than 3% of the total outstanding stock of such Underlying Fund is owned by the Fund and all affiliated persons
of the Fund, and (ii) certain requirements are met with respect to sales charges. In addition, Rule 12d1-4 under the 1940 Act (“Rule
12d1-4”), effective as of January 19, 2022, permits the Fund to invest in Underlying Funds beyond the limitations of Section 12(d)(1)
described above, subject to various conditions, including that the Fund enter into an investment agreement with the Underlying Fund (which
agreements may impose additional conditions on the Fund). In matters upon which the Fund is solicited to vote as a shareholder of an Underlying
Fund, the Adviser may be required to vote Underlying Fund shares in the same proportion as shares held by other shareholders of the Underlying
Fund.
Defaulted and Distressed Securities Risks.
The Fund and the Underlying Funds may invest in defaulted and distressed securities. Defaulted or distressed issuers may be insolvent,
in bankruptcy or undergoing some other form of financial restructuring. In the event of a default, the Fund or an Underlying Fund may
incur additional expenses to seek recovery. The repayment of defaulted bonds is subject to significant uncertainties, may be delayed,
or there may be partial or no recovery of repayment. There is often a time lag between when the Fund and an Underlying Fund makes an investment
and when the Fund and the Underlying Fund realizes the value of the investment.
Illiquid Securities Risks. The Fund and
the Underlying Funds may invest in illiquid securities. It may not be possible to sell or otherwise dispose of illiquid securities both
at the price and within the time period deemed desirable by a fund. Illiquid securities also may be difficult to value or be more volatile
investments. Liquidity may sometimes be impaired in the municipal market and, because the Fund principally invests in Municipal Bonds,
it may find it difficult to purchase or sell such securities at opportune times. Liquidity can be impaired due to interest rate concerns,
credit events, or general supply and demand imbalances.
Valuation Risk. There is no central place
or national exchange for fixed-income securities trading. Uncertainties in the conditions of the financial market, unreliable reference
data, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing. As a result, the
Fund may be subject to risk that when a fixed-income security is sold in the market, the amount received by the Fund is less than the
value of such fixed-income security carried on the Fund’s books.
Tender Option Bonds Risks. The Fund’s
participation in tender option bond transactions may reduce the Fund’s returns and/or increase volatility. Investments in tender
option bond transactions expose the Fund to counterparty risk and leverage risk. An investment in a tender option bond transaction typically
will involve greater risk than an investment in a municipal fixed rate security, including the risk of loss of principal. Distributions
on TOB Residuals will bear an inverse relationship to short-term municipal security interest rates. Distributions on TOB Residuals paid
to the Fund will be reduced or, in the extreme, eliminated as short-term municipal interest rates rise and will increase when short-term
municipal interest rates fall. The value of TOB Residuals may decline rapidly in times of rising interest rates.
The Fund’s use of proceeds received from
tender option bond transactions will create economic leverage, creating an opportunity for increased income and returns, but will also
create the possibility that long-term returns will be diminished if the cost of the TOB Floaters exceeds the return on the securities
deposited in the TOB Issuer. If the income and gains earned on Municipal Bonds deposited in a TOB Issuer that issues TOB Residuals to
the Fund are greater than the payments due on the TOB Floaters, the Fund’s returns will be greater than if it had not invested in
the TOB Residuals.
Insurance Risks. The Fund may purchase
Municipal Bonds that are secured by insurance, bank credit agreements or escrow accounts. The insurance feature of a Municipal Bond does
not guarantee the full payment of principal and interest through the life of an insured obligation, the market value of the insured obligation
or the NAV of the shares represented by such insured obligation.
Tax Risks. Future laws, regulations, rulings
or court decisions may cause interest on municipal securities to be subject, directly or indirectly, to U.S. federal income taxation;
interest on state municipal securities to be subject to state or local income taxation; the value of state municipal securities to be
subject to state or local intangible personal property tax; or may otherwise prevent the Fund from realizing the full current benefit
of the tax-exempt status of such securities. Any such change could also affect the market price of such securities, and thus the value
of an investment in the Fund.
Derivatives Risks. The Fund and the Underlying
Funds may enter into derivatives which have risks different from those associated with the Fund’s other investments. Generally,
a derivative is a financial contract, the value of which depends upon, or is derived from, the value of an underlying asset, reference
rate, or index, and may relate to individual debt or equity instruments, interest rates, currencies or currency exchange rates, commodities,
related indexes, and other assets.
Derivatives may entail investment exposures that
are greater than their cost would suggest, meaning that a small investment in a derivative could have a large potential impact on the
performance of the Fund or an Underlying Fund. The Fund or an Underlying Fund could experience a loss if derivatives do not perform as
anticipated, if they are not correlated with the performance of other investments which they are used to hedge or if the fund is unable
to liquidate a position because of an illiquid secondary market. Except with respect to the Fund’s investments in total return swaps,
the Fund expects its use of derivative instruments will be for hedging purposes. When used for speculative purposes, derivatives will
produce enhanced investment exposure, which will magnify gains and losses. The Fund and the Underlying Funds also will be subject to credit
risk with respect to the counterparties to the derivatives contracts purchased by such fund. If a counterparty becomes bankrupt or otherwise
fails to perform its obligations under a derivative contract, the Fund or an Underlying Fund may obtain only a limited recovery or may
obtain no recovery in such circumstances.
Options and Futures Risks. Options and
futures contracts may be more volatile than investments made directly in the underlying securities, involve additional costs, and may
involve a small initial investment relative to the risk assumed. In addition, futures and options markets could be illiquid in some circumstances
and certain over-the-counter options could have no markets. As a result, in certain markets, a fund may not be able to close out a transaction
without incurring substantial losses. Although a fund’s use of futures and options transactions for hedging should tend to minimize
the risk of loss due to a decline in the value of the hedged position, at the same time, it will tend to limit any potential gain to a
fund that might result from an increase in value of the position.
Market Disruption, Geopolitical and Climate
Change Risks. The Fund may experience increased volatility, illiquidity, or other potentially adverse effects in response to changing
market conditions, inflation, changes in interest rates, lack of liquidity in the bond or equity markets, volatility in the equity markets,
market disruptions caused by local or regional events such as war, acts of terrorism, the spread of infectious illness (including epidemics
and pandemics) or other public health issues, recessions or other events or adverse investor sentiment or other political, regulatory,
economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. Additionally,
from time to time, uncertainty regarding the status of negotiations in the U.S. government to increase the statutory debt ceiling could
impact the creditworthiness of the U.S. and could impact the liquidity of the U.S. government securities markets and ultimately the Fund.
These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances,
such risks might affect companies worldwide due to increasingly interconnected global economies and financial markets.
The impairment or failure of one or more banks
with whom the Fund transacts may inhibit the Fund’s ability to access depository accounts. In such cases, the Fund may be forced
to delay or forgo investments, resulting in lower Fund performance. In the event of such a failure of a banking institution where the
Fund holds depository accounts, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”)
protection may not be available for balances in excess of amounts insured by the FDIC. In such instances, the Fund may not recover such
excess, uninsured amounts.
Climate change poses long-term threats to physical
and biological systems. Potential hazards and risks related to climate change for a State or municipality include, among other things,
wildfires, rising sea levels, more severe coastal flooding and erosion hazards, and more intense storms. Storms in recent years have demonstrated
vulnerabilities in a State’s or municipality’s infrastructure to extreme weather events. Climate change risks, if they materialize, can
adversely impact a State’s or municipality’s financial plan in current or future years. In addition, economists and others have expressed
increasing concern about the potential effects of global climate change on property and security values. A rise in sea levels, an increase
in powerful windstorms and/or a climate-driven increase in sea levels or flooding could cause coastal properties to lose value or become
unmarketable altogether. Economists warn that, unlike previous declines in the real estate market, properties in affected coastal zones
may not ever recover their value. Large wildfires driven by high winds and prolonged drought may devastate businesses and entire communities
and may be very costly to any business found to be responsible for the fire. Regulatory changes and divestment movements tied to concerns
about climate change could adversely affect the value of certain land and the viability of industries whose activities or products are
seen as accelerating climate change.
These losses could adversely affect the bonds
of municipalities that depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property
and/or of municipal securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult to know
the time period over which these market effects might unfold.
Pandemic Risk. In early 2020, an outbreak
of a novel strain of coronavirus (COVID-19) emerged globally. The outbreak of COVID-19 and its variants resulted in closing international
borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains
and customer activity, as well as general public concern and uncertainty. This outbreak negatively affected the worldwide economy, as
well as the economies of individual countries, the financial health of individual companies and the market in general in significant and
unforeseen ways. On May 5, 2023, the World Health Organization declared the end of the global emergency status for COVID-19. The United
States subsequently ended the federal COVID-19 public health emergency declaration effective May 11, 2023. Although vaccines for COVID-19
are widely available, it is unknown how long certain circumstances related to the pandemic will persist, whether they will reoccur in
the future, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics
in the future could adversely affect Fund performance.
Swap Risks. The Fund and the Underlying
Funds may enter into various swap agreements, including but not limited to, interest rate, credit default, index, equity (including total
return), currency exchange and MMD Rate Locks for various portfolio management purposes. Swap agreements are subject to interest rate
risks; credit risks; the risk that the counterparty to the swap will default on its obligation to pay the Fund and the risk that the Fund
will not be able to meet its obligations to pay the counterparty to the swap. In addition, there is the risk that a swap may be terminated
by the Fund or the counterparty in accordance with its terms. Each of these could cause the Fund to incur losses and fail to obtain its
investment objective.
Short Sale Risks. Short sales are expected
to be utilized by the Fund, if at all, for hedging purposes. A short sale is a transaction in which a fund sells a security it does not
own in anticipation that the market price of that security will decline. Positions in shorted securities are speculative and riskier than
long positions (purchases) in securities because the maximum sustainable loss on a security purchased is limited to the amount paid for
the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security. Therefore, in theory, securities
sold short have unlimited risk and may also result in higher transaction costs and higher taxes.
Rating Agency Risk. Ratings represent an
NRSRO’s opinion regarding the quality of the security and are not a guarantee of quality. NRSROs may fail to make timely credit
ratings in response to subsequent events. In addition, NRSROs are subject to an inherent conflict of interest because they are often compensated
by the same issuers whose securities they grade.
United States Credit Rating Downgrade Risk.
On August 5, 2011, S&P lowered its long-term sovereign credit rating on the United States to “AA+” from “AAA.”
In general, a lower rating could increase the volatility in both stock and bond markets, result in higher interest rates and lower Treasury
prices and increase the costs of all types of debt.
Legislation and Regulatory Risks. At any
time, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund, securities held by the
Fund or the issuers of such securities. Fund shareholders may incur increased costs resulting from such legislation or additional regulation.
There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will
not impair the ability of the Fund to achieve its investment objective.
Defensive Measures. The Fund may invest
up to 100% of its assets in cash, cash equivalents and short-term investments as a defensive measure in response to adverse market conditions
or opportunistically at the discretion of the Adviser or Subadviser. During these periods, the Fund may not be pursuing its investment
objectives.
Structural Risks:
Market Discount. Common stock of CEFs frequently
trades at a discount from its NAV. This risk may be greater for investors selling their shares in a relatively short period of time after
completion of the initial offering. The Fund’s common shares may trade at a price that is less than the initial offering price.
This risk would also apply to the Fund’s investments in CEFs.
Limited Term and Eligible Tender Offer Risk.
The Fund is scheduled to terminate on or around October 25, 2030 (the “Termination Date”) unless it is converted to a perpetual
fund, as described below. The Fund’s investment objectives and policies are not designed to seek to return to investors their initial
investment and investors that purchase shares of the Fund may receive more or less than their original investment.
The Board may, but is not required to, cause the
Fund to conduct a tender offer to all common shareholders at a price equal to the NAV (an “Eligible Tender Offer”). If the
Fund conducts an Eligible Tender Offer, there can be no assurance that the Fund’s net assets would not fall below $100 million (the
“Termination Threshold”), in which case the Eligible Tender Offer will be terminated, and the Fund will terminate on or before
the Termination Date (subject to possible extensions). If the Fund’s net assets are equal or greater than the Termination Threshold,
the Fund will have a perpetual existence upon the affirmative vote of a majority of the Board, without shareholder approval.
An Eligible Tender Offer or liquidation may require
the Fund to sell securities when it otherwise would not, or at reduced prices, leading to losses for the Fund and increased transaction
expenses. Thereafter, remaining shareholders may only be able to sell their shares at a discount to NAV. The Adviser may have a conflict
of interest in recommending that the Fund have a perpetual existence.
The potential required sale of portfolio securities,
purchase of tendered shares in an Eligible Tender Offer, and/or potential liquidation of the Fund may also have adverse tax consequences
for the Fund and shareholders. In addition, the completion of an Eligible Tender Offer may cause disruptions and changes in the Fund’s
investment portfolio, increase the proportional burden of the Fund’s expenses on the remaining shareholders, and adversely impact
the secondary market trading of such shares.
Investment Style Risk. The Fund is managed
by allocating the Fund’s assets to two different strategies, which may cause the Fund to underperform funds that do not limit their
investments to these two strategies during periods when these strategies underperform other types of investments.
Multi-Manager Risk. The Adviser and the
Subadviser’s investment styles may not always be complementary, which could adversely affect the performance of the Fund. The Adviser
and the Subadviser may, at any time, take positions that in effect may be opposite of positions taken by each other, incurring brokerage
and other transaction costs without accomplishing any net investment results. The multi-manager approach could increase the Fund’s
portfolio turnover rates, which may result in higher trading costs and tax consequences associated with portfolio turnover that may adversely
affect the Fund’s performance. Further, if the Subadviser is not retained, Fund performance will become dependent on the Adviser
or a new subadviser successfully implementing the municipal bond income strategy, which might have adverse effect on an investment in
the Fund.
Asset Allocation Risk. To the extent that
the Adviser’s asset allocation between the Fund’s principal investment strategies may fail to produce the intended result,
the Fund’s return may suffer. Additionally, the potentially active asset allocation style of the Fund may lead to changing allocations
over time and represent a risk to investors who target fixed asset allocations.
Leverage Risks. Leverage is a speculative
technique that exposes the Fund to greater risk and increased costs than if it were not implemented. Increases and decreases in the value
of the Fund’s portfolio will be magnified when the Fund uses leverage. As a result, leverage may cause greater changes in the Fund’s
NAV. The leverage costs may be greater than the Fund’s return on the underlying investments made from the proceeds of leverage.
The Fund’s leveraging strategy may not be successful. Leverage risk would also apply to the Fund’s investments in Underlying
Funds to the extent an Underlying Fund uses leverage. To the extent the Fund uses leverage and invests in Underlying Funds that also use
leverage, the risks associated with leverage will be magnified, potentially significantly.
Portfolio Turnover Risk. The Fund’s
annual portfolio turnover rate may vary greatly from year to year. High portfolio turnover may result in the realization of net short-term
capital gains by the Fund which, when distributed to shareholders, will be taxable as ordinary income. In addition, a higher portfolio
turnover rate results in correspondingly greater brokerage commissions and other transactional expenses that are borne by the Fund. Portfolio
turnover rate is not considered a limiting factor in the execution of investment decisions for the Fund.
Potential Conflicts of Interest Risk. The
Adviser and the Subadviser each manages and/or advises other investment funds or accounts with the same or similar investment objectives
and strategies as the Fund, and, as a result may face conflicts of interests regarding the implementation of the Fund’s strategy
and allocation between funds and accounts. This may limit the Fund’s ability to take full advantage of the investment opportunity
or affect the market price of the investment. Each party may also have incentives to favor one account over another due to different fees
paid to such accounts. While each party has adopted policies and procedures that address these potential conflicts of interest, there
is no guarantee that the policies will be successful in mitigating the conflicts of interest that arise. In addition, the Fund’s
use of leverage will increase the amount of the fees paid to the Adviser and Subadviser, creating a financial incentive for the Adviser
to leverage the Fund.
Stockholder Activism. The Fund may in the
future become the target of stockholder activism. Stockholder activism could result in substantial costs and divert management’s
and the Board’s attention and resources from its business. Also, the Fund may be required to incur significant legal and other expenses
related to any activist stockholder matters. Further, the Fund’s stock price could be subject to significant fluctuation or otherwise
be adversely affected by the events, risks and uncertainties of any stockholder activism.
Cybersecurity Risk. A cybersecurity breach
may disrupt the business operations of the Fund or its service providers. A breach may allow an unauthorized party to gain access to Fund
assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational
functionality.
Anti-Takeover Provisions. Maryland law
and the Fund’s Charter and Bylaws include provisions that could limit the ability of other entities or persons to acquire control
of the Fund or to convert the Fund to open-end status, including the adoption of a staggered Board of Directors and the supermajority
voting requirements. These provisions could deprive the common shareholders of opportunities to sell their common shares at a premium
over the then current market price of the common shares or at NAV.
Risks Associated with Additional Offerings.
There are risks associated with offerings of additional common or preferred shares of the Fund. The voting power of current shareholders
will be diluted to the extent that current shareholders do not purchase shares in any future offerings of shares or do not purchase sufficient
shares to maintain their percentage interest. In addition, the sale of shares in an offering may have an adverse effect on prices in the
secondary market for the Fund’s shares by increasing the number of shares available, which may put downward pressure on the market
price of the Fund’s Shares. These sales also might make it more difficult for the Fund to sell additional equity securities in the
future at a time and price the Fund deems appropriate.
In the event any series of fixed rate preferred
shares are issued and such shares are intended to be listed on an exchange, prior application will have been made to list such shares.
During an initial period, which is not expected to exceed 30 days after the date of its initial issuance, such shares may not be listed
on any securities exchange. During such period, the underwriters may make a market in such shares, although they will have no obligation
to do so. Consequently, an investment in such shares may be illiquid during such period. Fixed rate preferred shares may trade at a premium
to or discount from liquidation value.
There are risks associated with an offering of
Rights (in addition to the risks discussed herein related to the offering of shares and preferred shares). Shareholders who do not exercise
their rights may, at the completion of such an offering, own a smaller proportional interest in the Fund than if they exercised their
rights. As a result of such an offering, a shareholder may experience dilution in NAV per share if the subscription price per share is
below the NAV per share on the expiration date. In addition to the economic dilution described above, if a shareholder does not exercise
all of their Rights, the shareholder will incur voting dilution as a result of the Rights offering. This voting dilution will occur because
the shareholder will own a smaller proportionate interest in the Fund after the rights offering than prior to the Rights offering.
There is a risk that changes in market conditions
may result in the underlying common shares or preferred shares purchasable upon exercise of Rights being less attractive to investors
at the conclusion of the subscription period. This may reduce or eliminate the value of the Rights. If investors exercise only a portion
of the rights, the number of shares issued may be reduced, and the shares may trade at less favorable prices than larger offerings for
similar securities. Rights issued by the Fund may be transferable or non-transferable rights.
Secondary Market for the Common Shares.
The issuance of shares of the Fund through the Fund’s dividend reinvestment plan (“Plan”) may have an adverse effect
on the secondary market for the Fund’s shares. The increase in the number of outstanding shares resulting from the issuances pursuant
to the Plan and the discount to the market price at which such shares may be issued, may put downward pressure on the market price for
the Common Shares. When the shares are trading at a premium, the Fund may also issue shares that may be sold through private transactions
effected on the NYSE or through broker-dealers. The increase in the number of outstanding shares resulting from these offerings may put
downward pressure on the market price for such shares.
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Effects of Leverage [Text Block] |
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Effects of Leverage. The aggregate principal
amount of borrowings under the Pershing Facility and the use of proceeds from tender option bond transactions represented approximately
36.83% of Managed Assets as of June 30, 2024. Asset coverage from tender option bond transactions was 272%. Borrowings under Pershing
Facility bear interest at the overnight bank funding rate plus 80 basis points. Borrowings under the BNP Facility bear interest at the
Overnight Bank Funding Rate plus a fixed rate determined by the securities pledged as collateral. Any unused portion of the BNP Facility
is also subject to a commitment fee of 0.50% of the unused portion of the facility until a realization of 80% or greater is met. As of
June 30, 2024, the average daily weighted interest rate applicable to the leverage attended through the use of tender option bond transactions
during the period ended June 30, 2024 was 4.10% of the note obligation outstanding. The total weighted average cost of the leverage outstanding
as of June 30, 2024 (inclusive of the Pershing Facility and leverage attended through the use of tender option bond transactions) was
4.10% of the principal amount outstanding. Assuming that the Fund’s leverage costs remain as described above (at an assumed annual
cost of 4.10% of the principal amount outstanding) the annual return that the Fund’s portfolio must experience (net of expenses)
in order to cover its leverage costs would be 1.51%.
The following table is furnished in response to
requirements of the SEC. It is designed to illustrate the effect of leverage on total return on common shares, assuming investment portfolio
total returns (comprised of income, net expenses and changes in the value of investments held in the Fund’s portfolio) of -10%,
-5%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of what the
Fund’s investment portfolio returns will be. In other words, the Fund’s actual returns may be greater or less than those appearing
in the table below. The table further reflects the use of leverage representing approximately 36.83% of the Fund’s Managed Assets
and the Fund’s assumed annual leverage costs rate of 4.10% of the principal amounts outstanding.
Assumed Portfolio Return |
-10.00% |
-5.00% |
0.00% |
5.00% |
10.00% |
Common Share Total Return |
-18.22% |
-10.31% |
-2.39% |
5.52% |
13.44% |
Total return is composed of two elements-the dividends
on common shares paid by the Fund (the amount of which is largely determined by the Fund’s net investment income after paying the
cost of leverage) and realized and unrealized gains or losses on the value of the securities the Fund owns. As the table shows, leverage
generally increases the return to common shareholders when portfolio return is positive or greater than the costs of leverage and decreases
return when the portfolio return is negative or less than the costs of leverage.
During the time in which the Fund is using leverage,
the amount of the fees paid to the Adviser (and from the Adviser to the Subadviser) for investment management services (and subadvisory
services) is higher than if the Fund did not use leverage because the fees paid are calculated based on the Fund’s Managed Assets.
This may create a conflict of interest between the Adviser and the Subadviser, on the one hand, and the common shareholders, on the other.
Also, because the leverage costs will be borne by the Fund at a specified interest rate, only the Fund’s common shareholders will
bear the cost of the Fund’s management fees and other expenses. There can be no assurance that a leveraging strategy will be successful
during any period in which it is employed.
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Effects of Leverage [Table Text Block] |
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Assumed Portfolio Return |
-10.00% |
-5.00% |
0.00% |
5.00% |
10.00% |
Common Share Total Return |
-18.22% |
-10.31% |
-2.39% |
5.52% |
13.44% |
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Return at Minus Ten [Percent] |
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(18.22%)
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Return at Minus Five [Percent] |
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(10.31%)
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Return at Zero [Percent] |
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(2.39%)
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Return at Plus Five [Percent] |
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5.52%
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Return at Plus Ten [Percent] |
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13.44%
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Effects of Leverage, Purpose [Text Block] |
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The following table is furnished in response to
requirements of the SEC. It is designed to illustrate the effect of leverage on total return on common shares, assuming investment portfolio
total returns (comprised of income, net expenses and changes in the value of investments held in the Fund’s portfolio) of -10%,
-5%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of what the
Fund’s investment portfolio returns will be. In other words, the Fund’s actual returns may be greater or less than those appearing
in the table below. The table further reflects the use of leverage representing approximately 36.83% of the Fund’s Managed Assets
and the Fund’s assumed annual leverage costs rate of 4.10% of the principal amounts outstanding.
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Share Price [Table Text Block] |
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MARKET PRICE(1) | | |
NET ASSET VALUE(2) | | |
PREMIUM/ (DISCOUNT) TO NET ASSET VALUE(3) |
Quarter Ended | |
High | | |
Low | | |
High | | |
Low | | |
High | |
Low |
March 31, 2022 | |
$22.24 | | |
$18.31 | | |
$22.73 | | |
$19.46 | | |
| -2.16% | |
| -5.91% |
June 30, 2022 | |
$19.29 | | |
$15.52 | | |
$19.32 | | |
$17.12 | | |
| -0.16% | |
| -9.35% |
September 30, 2022 | |
$18.77 | | |
$15.61 | | |
$18.67 | | |
$16.97 | | |
| 0.54% | |
| -8.01% |
December 31, 2022 | |
$18.00 | | |
$14.64 | | |
$17.52 | | |
$16.19 | | |
| 2.74% | |
| -9.57% |
March 31, 2023 | |
$18.75 | | |
$15.70 | | |
$17.97 | | |
$17.06 | | |
| 4.34% | |
| -7.97% |
June 30, 2023 | |
$17.04 | | |
$15.50 | | |
$17.56 | | |
$16.72 | | |
| -2.96% | |
| -7.30% |
September 30, 2023 | |
$17.01 | | |
$14.31 | | |
$16.99 | | |
$15.65 | | |
| 0.12% | |
| -8.56% |
December 31, 2023 | |
$15.52 | | |
$13.19 | | |
$17.17 | | |
$15.23 | | |
| -9.61% | |
| -13.39% |
March 31, 2024 | |
$16.50 | | |
$15.26 | | |
$17.33 | | |
$16.99 | | |
| -4.79% | |
| -10.18% |
June 30, 2024 | |
$16.29 | | |
$15.32 | | |
$17.17 | | |
$16.97 | | |
| -5.13% | |
| -9.72% |
| (1) | Based on high and low closing market price for the respective quarter. |
| (2) | Based on the NAV calculated on the day of the high and low closing market prices, as applicable, as
of the close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time). |
| (3) | Calculated based on the information presented. |
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Investment and Market Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Investment and Market Risks. An investment
in the Fund is subject to investment risk, including the possible loss of the entire principal amount invested. The value of the Fund
or the Underlying Funds, like other market investments, may move up or down, sometimes rapidly and unpredictably. Overall stock market risks may also affect the
NAV of the Fund or the Underlying Funds. Factors such as economic growth and market conditions, interest rate levels and political events
affect the securities markets. An investment in the Fund may at any point in time be worth less than the original investment, even after
taking into account any reinvestment of dividends and distributions.
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Management Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Management Risks. The Adviser’s and
the Subadviser’s judgments about the attractiveness, value and potential appreciation of a particular asset class or individual
security in which the Fund invests may prove to be incorrect and there is no guarantee that the Adviser’s or the Subadviser’s
judgment, as applicable, will produce the desired results.
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Securities Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Securities Risks. The value of the Fund
or an Underlying Fund may decrease in response to the activities and financial prospects of individual securities in the Fund’s
portfolio.
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Municipal Bond Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Municipal Bond Risks. The Fund’s
indirect and direct investments in Municipal Bonds include certain risks. Municipal Bonds may be affected significantly by the economic,
regulatory or political developments affecting the ability of Municipal Bond issuers to pay interest or repay principal. This risk may
be increased during periods of economic downturn or political turmoil. Many municipal securities may be called or redeemed prior to their
stated maturity. Issuers of municipal securities might seek protection under bankruptcy laws, causing holders of municipal securities
to experience delays in collecting principal and interest or prevent such holders from collecting all principal and interest to which
they are entitled. In addition, there may be less information available about Municipal Bond investments than comparable debt and equity
investments requiring a greater dependence on the Adviser’s and Sub-Adviser’s analytical abilities.
Certain types of Municipal Bonds may be subject
to specific risks. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable
from such issuer’s general revenues and not from any particular source, and are subject to risks related to the issuer’s ability
to raise tax revenues and ability to maintain an adequate tax base. Revenue bonds are subject to the risk that the underlying facilities
may not generate sufficient income to pay expenses and interest costs, lack recourse to ensure payment, or might be subordinate to other
debtors. Municipal lease obligations and certificates of participation are subject to the added risk that the governmental lessee will
fail to appropriate funds to enable it to meet its payment obligations under the lease. Moral obligation bonds are generally issued by
special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds
becomes a moral commitment, but not a legal obligation, of the state or municipality. Municipalities and other public authorities issue
private activity bonds to finance development of facilities for use by a private enterprise, which is solely responsible for paying the
principal and interest on the bond.
Failure of Municipal Bonds to meet regulatory
requirements may cause the interest received by the Fund and distributed to shareholders to be taxable, which may apply retroactively
to the date of the issuance of the bond. Municipal bonds are also subject to interest rate, credit, and liquidity risk, which are discussed
generally under this Risks Factors section.
The COVID-19 pandemic significantly stressed the
financial resources of many municipalities and other issuers of municipal securities, which may impair their ability to meet their financial
obligations and may harm the value or liquidity of the Fund’s investments in municipal securities. In particular, responses by municipalities
to the COVID-19 pandemic caused disruptions in business activities. These and other effects of the COVID-19 pandemic, such as increased
unemployment levels, impacted tax and other revenues of municipalities and other issuers of municipal securities and the financial conditions
of such issuers. As a result, there is increased budgetary and financial pressure on municipalities and heightened risk of default or
other adverse credit or similar events for issuers of municipal securities, which would adversely impact the Fund’s investments.
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State Specific and Industry Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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State Specific and Industry Risk. While
the Fund may not directly invest more than 25% of its Managed Assets in Municipal Bonds in any one industry or in any one state of origin,
indirect investments through Underlying Funds might increase the Fund’s exposure to economic, political or regulatory occurrences
affecting a particular state or industry.
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Puerto Rico Municipal Bond Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Puerto Rico Municipal Bond Risks. Municipal
obligations issued by the Commonwealth of Puerto Rico or its political subdivisions, agencies, instrumentalities, or public corporations
may be affected by economic, market, political, and social conditions in Puerto Rico. Puerto Rico currently is experiencing significant
fiscal and economic challenges. These challenges may negatively affect the value of the Fund’s investments in Puerto Rico Municipal
Bonds. Legislation or further downgrades or defaults may place additional strain on the Puerto Rico economy and may negatively affect
the value, liquidity, and volatility of the Fund’s investments in Puerto Rico Municipal Bonds.
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Tobacco Settlement Bond Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Tobacco Settlement Bond Risks. Tobacco
settlement bonds are municipal securities that are backed solely by expected revenues to be derived from lawsuits involving tobacco-related
deaths and illnesses, which were settled between certain states and American tobacco companies. Tobacco settlement bonds are secured by
an issuing state’s proportionate share of an agreement between 46 states and nearly all of the U.S. tobacco manufacturers, under
which, the actual amount of future settlement payments by tobacco manufacturers is dependent on many factors, including, but not limited
to, annual domestic cigarette shipments, cigarette consumption, increased taxes, inflation, financial capability of tobacco companies,
and the possibility of tobacco manufacturer bankruptcy. Payments made by tobacco manufacturers could be negatively impacted if the decrease
in tobacco consumption is significantly greater than the forecasted decline.
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Credit and Below Investment Grade Securities Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Credit and Below Investment Grade Securities
Risks. Credit risk is the risk that an issuer of a security may be unable or unwilling to make dividend, interest and principal payments
when due and the related risk that the value of a security may decline because of concerns about the issuer’s ability or willingness
to make such payments. Credit risk may be heightened for the Fund because it and the Underlying Funds may invest in below investment grade
securities (“junk” and “high yield” securities). Securities of below investment grade quality are regarded as
having speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal, and may be subject
to higher price volatility and default risk than investment grade securities of comparable terms and duration. Issuers of lower grade
securities may be highly leveraged and may not have available to them more traditional methods of financing. The prices of these lower
grade securities are typically more sensitive to negative developments, such as a decline in the issuer’s revenues or a general
economic downturn. The secondary market for lower rated securities may not be as liquid as the secondary market for more highly rated
securities, a factor which may have an adverse effect on the Fund’s ability to dispose of a particular security.
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Municipal Market Data Rate Locks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Municipal Market Data Rate Locks. The Fund
may purchase and sell municipal market data rate locks (“MMD Rate Locks”). An MMD Rate Lock permits the Fund to lock in a
specified municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio
as a duration management technique or to protect against any increase in the price of securities to be purchased at a later date. By using
an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing the Fund to select what the manager believes is an
attractive part of the yield curve. The Fund will ordinarily use these transactions as a hedge or for duration or risk management although
it is permitted to enter into them to enhance income or gain or to increase the Fund’s yield, for example, during periods of steep
interest rate yield curves (i.e., wide differences between short term and long term interest rates). An MMD Rate Lock is a contract between
the Fund and an MMD Rate Lock provider pursuant to which the parties agree to make payments to each other on a notional amount, contingent
upon whether the Municipal Market Data AAA General Obligation Scale is above or below a specified level on the expiration date of the
contract. For example, if the Fund buys an MMD Rate Lock and the Municipal Market Data AAA General Obligation Scale is below the specified
level on the expiration date, the counterparty to the contract will make a payment to the Fund equal to the specified level minus the
actual level, multiplied by the notional amount of the contract. If the Municipal Market Data AAA General Obligation Scale is above the
specified level on the expiration date, the Fund will make a payment to the counterparty equal to the actual level minus the specified
level, multiplied by the notional amount of the contract.
In connection with investments in MMD Rate Locks,
there is a risk that municipal yields will move in the opposite direction than anticipated by the Fund, which would cause the Fund to
make payments to its counterparty in the transaction that could adversely affect the Fund’s performance. The risk of loss with respect
to MMD Rate Locks is limited to the amount of payments the Fund is contractually obligated to make. If the other party to an MMD Rate
Lock defaults, the Fund’s risk of loss consists of the amount of payments that the Fund contractually is entitled to receive. If
there is a default by the counterparty, the Fund may have contractual remedies pursuant to the agreements related to the transaction,
but they could be difficult to enforce. The Municipal Market Data Rate Locks disclosure has been added risk the prior disclosure date.
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Interest Rate Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Interest Rate Risk. The Fund’s share
price and total return will vary in response to changes in interest rates. If rates increase, the value of the Fund’s investments
generally will decline, as will the value of a shareholder’s investment in the Fund. Securities with longer maturities tend to produce
higher yields, but are more sensitive to changes in interest rates and are subject to greater fluctuations in value. A rise in interest
rates may negatively impact the Fund’s future income relating to leverage, as the Fund will be required to earn more income on its
investments to recoup any increased costs of leverage.
Interest rates in the United States and many other
countries have risen in recent periods and may rise in the future. Because longer-term inflationary pressure may result from the U.S.
government’s fiscal policies, the Fund may experience rising interest rates, rather than falling rates, over its investment horizon.
To the extent the Fund borrows money to finance its investments, the Fund’s performance will depend, in part, upon the difference
between the rate at which it borrows funds and the rate at which it invests those funds. In periods of rising interest rates, the Fund’s
cost of funds could increase. Adverse developments resulting from changes in interest rates could have a material adverse effect on the
Fund’s financial condition and results.
In addition, a decline in the prices of the debt
the Fund owns could adversely affect the Fund’s NAV. Changes in market interest rates could also affect the ability of operating
companies in which the Fund invests to service debt, which could materially impact the Fund.
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LIBOR Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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LIBOR Risk. Certain London Interbank Offered
Rates (“LIBORs”) were generally phased out by the end of 2021, and some regulated entities have ceased to enter into new LIBOR-based
contracts beginning January 1, 2022. The 1-, 3- and 6-month U.S. dollar LIBOR settings will continue to be published using a synthetic
methodology until September 2024. Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. Although
the transition away from LIBOR has become increasingly well-defined, any potential effects of the transition away from LIBOR and other
benchmark rates on financial markets, a fund or the financial instruments in which a fund invests can be difficult to ascertain. Not all
existing LIBOR-based instruments may have alternative rate-setting provisions and there remains uncertainty regarding the willingness
and ability of issuers to add alternative rate-setting provisions in certain existing instruments. Global regulators have advised market
participants to cease entering into new contracts using LIBOR as a reference rate, and it is possible that investments in LIBOR-based
instruments could invite regulatory scrutiny. In addition, a liquid market for newly-issued instruments that use a reference rate other
than LIBOR still may be developing. All of the aforementioned may adversely affect the Fund’s or an Underlying Fund’s performance
or NAV.
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SOFR Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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SOFR Risk. SOFR is intended to be a broad
measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR is calculated
based on transaction-level repo data collected from various sources. For each trading day, SOFR is calculated as a volume-weighted median
rate derived from such data. SOFR is calculated and published by the Federal Reserve Bank of New York (“FRBNY”). If data from
a given source required by the FRBNY to calculate SOFR is unavailable for any day, then the most recently available data for that segment
will be used, with certain adjustments. If errors are discovered in the transaction data or the calculations underlying SOFR after its
initial publication on a given day, SOFR may be republished at a later time that day. Rate revisions will be effected only on the day
of initial publication and will be republished only if the change in the rate exceeds one basis point.
Because SOFR is a financing rate based on overnight
secured funding transactions, it differs fundamentally from LIBOR. LIBOR was intended to be an unsecured rate that represents interbank
funding costs for different short-term maturities or tenors. It was a forward-looking rate reflecting expectations regarding interest
rates for the applicable tenor. Thus, LIBOR was intended to be sensitive, in certain respects, to bank credit risk and to term interest
rate risk. In contrast, SOFR is a secured overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is
largely insensitive to credit-risk considerations and to short-term interest rate risks. SOFR is a transaction- based rate, and it has
been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. For these reasons, among
others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or similar way as LIBOR would have performed
at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. SOFR has a limited history, having
been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s
history or otherwise. Levels of SOFR in the future, including following the discontinuation of LIBOR, may bear little or no relation to
historical levels of SOFR, LIBOR or other rates.
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Inflation/Deflation Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Inflation/Deflation Risk. Inflation risk
is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money.
As inflation increases, the real value of the Common Shares and distributions can decline. Deflation risk is the risk that prices throughout
the economy decline over time-the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may
make issuer defaults more likely, which may result in a decline in the value of the Fund’s portfolio.
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Tactical Municipal CEF Strategy Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Tactical Municipal CEF Strategy Risk. The
Fund invests in CEFs as a principal part of the Tactical Municipal CEF Strategy. The Fund may invest in shares of CEFs that are trading
at a discount to NAV or at a premium to NAV. There can be no assurance that the market discount on shares of any CEF purchased by the
Fund will ever decrease.
In fact, it is possible that this market discount
may increase and the Fund may suffer realized or unrealized capital losses due to further decline in the market price of the securities
of such CEFs, thereby adversely affecting the NAV of the Fund’s Common Shares. Similarly, there can be no assurance that any shares
of a CEF purchased by the Fund at a premium will continue to trade at a premium or that the premium will not decrease subsequent to a
purchase of such shares by the Fund.
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Underlying Fund Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Underlying Fund Risks. Because the Fund
invests in Underlying Funds, the risks associated with investing in the Fund are closely related to the risks associated with the securities
and other investments held by the Underlying Funds. The ability of the Fund to achieve its investment objective will depend upon the ability
of the Underlying Funds to achieve their investment objectives. There can be no assurance that the investment objective of any Underlying
Fund will be achieved.
The Fund’s NAV will fluctuate in response
to changes in the NAVs of the Underlying Funds in which it invests and will be particularly sensitive to the risks associated with each
of the Underlying Funds. Shareholders will bear additional layers of fees and expenses with respect to the Fund’s investments in
Underlying Funds because each of the Fund and the Underlying Fund will charge fees and incur separate expenses, which may be magnified
if the Underlying Funds use leverage.
The Fund’s investments in Underlying Funds
may be restricted by certain provisions of the 1940 Act. Under Section 12(d)(1)(A) of the 1940 Act, the Fund may hold securities of an
Underlying Fund in amounts which (i) do not exceed 3% of the total outstanding voting stock of the Underlying Fund, (ii) do not exceed
5% of the value of the Fund’s total assets and (iii) when added to all other Underlying Fund securities held by the Fund, do not
exceed 10% of the value of the Fund’s total assets. Under Section 12(d)(1)(C) of the 1940 Act, the Fund, together with any other
investment companies for which the Adviser acts as an investment adviser, may not, in the aggregate, own more than 10% of the total outstanding
voting stock of a registered closed-end investment company. Section 12(d)(1)(F) of the 1940 Act provides that the limitations of Section
12(d)(1) described above shall not apply to securities purchased or otherwise acquired by the Fund if (i) immediately after such purchase
or acquisition not more than 3% of the total outstanding stock of such Underlying Fund is owned by the Fund and all affiliated persons
of the Fund, and (ii) certain requirements are met with respect to sales charges. In addition, Rule 12d1-4 under the 1940 Act (“Rule
12d1-4”), effective as of January 19, 2022, permits the Fund to invest in Underlying Funds beyond the limitations of Section 12(d)(1)
described above, subject to various conditions, including that the Fund enter into an investment agreement with the Underlying Fund (which
agreements may impose additional conditions on the Fund). In matters upon which the Fund is solicited to vote as a shareholder of an Underlying
Fund, the Adviser may be required to vote Underlying Fund shares in the same proportion as shares held by other shareholders of the Underlying
Fund.
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Defaulted and Distressed Securities Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Defaulted and Distressed Securities Risks.
The Fund and the Underlying Funds may invest in defaulted and distressed securities. Defaulted or distressed issuers may be insolvent,
in bankruptcy or undergoing some other form of financial restructuring. In the event of a default, the Fund or an Underlying Fund may
incur additional expenses to seek recovery. The repayment of defaulted bonds is subject to significant uncertainties, may be delayed,
or there may be partial or no recovery of repayment. There is often a time lag between when the Fund and an Underlying Fund makes an investment
and when the Fund and the Underlying Fund realizes the value of the investment.
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Illiquid Securities Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Illiquid Securities Risks. The Fund and
the Underlying Funds may invest in illiquid securities. It may not be possible to sell or otherwise dispose of illiquid securities both
at the price and within the time period deemed desirable by a fund. Illiquid securities also may be difficult to value or be more volatile
investments. Liquidity may sometimes be impaired in the municipal market and, because the Fund principally invests in Municipal Bonds,
it may find it difficult to purchase or sell such securities at opportune times. Liquidity can be impaired due to interest rate concerns,
credit events, or general supply and demand imbalances.
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Valuation Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Valuation Risk. There is no central place
or national exchange for fixed-income securities trading. Uncertainties in the conditions of the financial market, unreliable reference
data, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing. As a result, the
Fund may be subject to risk that when a fixed-income security is sold in the market, the amount received by the Fund is less than the
value of such fixed-income security carried on the Fund’s books.
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Tender Option Bonds Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Tender Option Bonds Risks. The Fund’s
participation in tender option bond transactions may reduce the Fund’s returns and/or increase volatility. Investments in tender
option bond transactions expose the Fund to counterparty risk and leverage risk. An investment in a tender option bond transaction typically
will involve greater risk than an investment in a municipal fixed rate security, including the risk of loss of principal. Distributions
on TOB Residuals will bear an inverse relationship to short-term municipal security interest rates. Distributions on TOB Residuals paid
to the Fund will be reduced or, in the extreme, eliminated as short-term municipal interest rates rise and will increase when short-term
municipal interest rates fall. The value of TOB Residuals may decline rapidly in times of rising interest rates.
The Fund’s use of proceeds received from
tender option bond transactions will create economic leverage, creating an opportunity for increased income and returns, but will also
create the possibility that long-term returns will be diminished if the cost of the TOB Floaters exceeds the return on the securities
deposited in the TOB Issuer. If the income and gains earned on Municipal Bonds deposited in a TOB Issuer that issues TOB Residuals to
the Fund are greater than the payments due on the TOB Floaters, the Fund’s returns will be greater than if it had not invested in
the TOB Residuals.
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Insurance Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Insurance Risks. The Fund may purchase
Municipal Bonds that are secured by insurance, bank credit agreements or escrow accounts. The insurance feature of a Municipal Bond does
not guarantee the full payment of principal and interest through the life of an insured obligation, the market value of the insured obligation
or the NAV of the shares represented by such insured obligation.
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Tax Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Tax Risks. Future laws, regulations, rulings
or court decisions may cause interest on municipal securities to be subject, directly or indirectly, to U.S. federal income taxation;
interest on state municipal securities to be subject to state or local income taxation; the value of state municipal securities to be
subject to state or local intangible personal property tax; or may otherwise prevent the Fund from realizing the full current benefit
of the tax-exempt status of such securities. Any such change could also affect the market price of such securities, and thus the value
of an investment in the Fund.
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Derivatives Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Derivatives Risks. The Fund and the Underlying
Funds may enter into derivatives which have risks different from those associated with the Fund’s other investments. Generally,
a derivative is a financial contract, the value of which depends upon, or is derived from, the value of an underlying asset, reference
rate, or index, and may relate to individual debt or equity instruments, interest rates, currencies or currency exchange rates, commodities,
related indexes, and other assets.
Derivatives may entail investment exposures that
are greater than their cost would suggest, meaning that a small investment in a derivative could have a large potential impact on the
performance of the Fund or an Underlying Fund. The Fund or an Underlying Fund could experience a loss if derivatives do not perform as
anticipated, if they are not correlated with the performance of other investments which they are used to hedge or if the fund is unable
to liquidate a position because of an illiquid secondary market. Except with respect to the Fund’s investments in total return swaps,
the Fund expects its use of derivative instruments will be for hedging purposes. When used for speculative purposes, derivatives will
produce enhanced investment exposure, which will magnify gains and losses. The Fund and the Underlying Funds also will be subject to credit
risk with respect to the counterparties to the derivatives contracts purchased by such fund. If a counterparty becomes bankrupt or otherwise
fails to perform its obligations under a derivative contract, the Fund or an Underlying Fund may obtain only a limited recovery or may
obtain no recovery in such circumstances.
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Options and Futures Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Options and Futures Risks. Options and
futures contracts may be more volatile than investments made directly in the underlying securities, involve additional costs, and may
involve a small initial investment relative to the risk assumed. In addition, futures and options markets could be illiquid in some circumstances
and certain over-the-counter options could have no markets. As a result, in certain markets, a fund may not be able to close out a transaction
without incurring substantial losses. Although a fund’s use of futures and options transactions for hedging should tend to minimize
the risk of loss due to a decline in the value of the hedged position, at the same time, it will tend to limit any potential gain to a
fund that might result from an increase in value of the position.
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Market Disruption, Geopolitical and Climate Change Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Market Disruption, Geopolitical and Climate
Change Risks. The Fund may experience increased volatility, illiquidity, or other potentially adverse effects in response to changing
market conditions, inflation, changes in interest rates, lack of liquidity in the bond or equity markets, volatility in the equity markets,
market disruptions caused by local or regional events such as war, acts of terrorism, the spread of infectious illness (including epidemics
and pandemics) or other public health issues, recessions or other events or adverse investor sentiment or other political, regulatory,
economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. Additionally,
from time to time, uncertainty regarding the status of negotiations in the U.S. government to increase the statutory debt ceiling could
impact the creditworthiness of the U.S. and could impact the liquidity of the U.S. government securities markets and ultimately the Fund.
These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances,
such risks might affect companies worldwide due to increasingly interconnected global economies and financial markets.
The impairment or failure of one or more banks
with whom the Fund transacts may inhibit the Fund’s ability to access depository accounts. In such cases, the Fund may be forced
to delay or forgo investments, resulting in lower Fund performance. In the event of such a failure of a banking institution where the
Fund holds depository accounts, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”)
protection may not be available for balances in excess of amounts insured by the FDIC. In such instances, the Fund may not recover such
excess, uninsured amounts.
Climate change poses long-term threats to physical
and biological systems. Potential hazards and risks related to climate change for a State or municipality include, among other things,
wildfires, rising sea levels, more severe coastal flooding and erosion hazards, and more intense storms. Storms in recent years have demonstrated
vulnerabilities in a State’s or municipality’s infrastructure to extreme weather events. Climate change risks, if they materialize, can
adversely impact a State’s or municipality’s financial plan in current or future years. In addition, economists and others have expressed
increasing concern about the potential effects of global climate change on property and security values. A rise in sea levels, an increase
in powerful windstorms and/or a climate-driven increase in sea levels or flooding could cause coastal properties to lose value or become
unmarketable altogether. Economists warn that, unlike previous declines in the real estate market, properties in affected coastal zones
may not ever recover their value. Large wildfires driven by high winds and prolonged drought may devastate businesses and entire communities
and may be very costly to any business found to be responsible for the fire. Regulatory changes and divestment movements tied to concerns
about climate change could adversely affect the value of certain land and the viability of industries whose activities or products are
seen as accelerating climate change.
These losses could adversely affect the bonds
of municipalities that depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property
and/or of municipal securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult to know
the time period over which these market effects might unfold.
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Pandemic Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Pandemic Risk. In early 2020, an outbreak
of a novel strain of coronavirus (COVID-19) emerged globally. The outbreak of COVID-19 and its variants resulted in closing international
borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains
and customer activity, as well as general public concern and uncertainty. This outbreak negatively affected the worldwide economy, as
well as the economies of individual countries, the financial health of individual companies and the market in general in significant and
unforeseen ways. On May 5, 2023, the World Health Organization declared the end of the global emergency status for COVID-19. The United
States subsequently ended the federal COVID-19 public health emergency declaration effective May 11, 2023. Although vaccines for COVID-19
are widely available, it is unknown how long certain circumstances related to the pandemic will persist, whether they will reoccur in
the future, and what additional implications may follow from the pandemic. The impact of these events and other epidemics or pandemics
in the future could adversely affect Fund performance.
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Swap Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Swap Risks. The Fund and the Underlying
Funds may enter into various swap agreements, including but not limited to, interest rate, credit default, index, equity (including total
return), currency exchange and MMD Rate Locks for various portfolio management purposes. Swap agreements are subject to interest rate
risks; credit risks; the risk that the counterparty to the swap will default on its obligation to pay the Fund and the risk that the Fund
will not be able to meet its obligations to pay the counterparty to the swap. In addition, there is the risk that a swap may be terminated
by the Fund or the counterparty in accordance with its terms. Each of these could cause the Fund to incur losses and fail to obtain its
investment objective.
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Short Sale Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Short Sale Risks. Short sales are expected
to be utilized by the Fund, if at all, for hedging purposes. A short sale is a transaction in which a fund sells a security it does not
own in anticipation that the market price of that security will decline. Positions in shorted securities are speculative and riskier than
long positions (purchases) in securities because the maximum sustainable loss on a security purchased is limited to the amount paid for
the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security. Therefore, in theory, securities
sold short have unlimited risk and may also result in higher transaction costs and higher taxes.
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Rating Agency Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Rating Agency Risk. Ratings represent an
NRSRO’s opinion regarding the quality of the security and are not a guarantee of quality. NRSROs may fail to make timely credit
ratings in response to subsequent events. In addition, NRSROs are subject to an inherent conflict of interest because they are often compensated
by the same issuers whose securities they grade.
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United States Credit Rating Downgrade Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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United States Credit Rating Downgrade Risk.
On August 5, 2011, S&P lowered its long-term sovereign credit rating on the United States to “AA+” from “AAA.”
In general, a lower rating could increase the volatility in both stock and bond markets, result in higher interest rates and lower Treasury
prices and increase the costs of all types of debt.
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Legislation and Regulatory Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Legislation and Regulatory Risks. At any
time, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund, securities held by the
Fund or the issuers of such securities. Fund shareholders may incur increased costs resulting from such legislation or additional regulation.
There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will
not impair the ability of the Fund to achieve its investment objective.
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Defensive Measures [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Defensive Measures. The Fund may invest
up to 100% of its assets in cash, cash equivalents and short-term investments as a defensive measure in response to adverse market conditions
or opportunistically at the discretion of the Adviser or Subadviser. During these periods, the Fund may not be pursuing its investment
objectives.
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Market Discount [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Market Discount. Common stock of CEFs frequently
trades at a discount from its NAV. This risk may be greater for investors selling their shares in a relatively short period of time after
completion of the initial offering. The Fund’s common shares may trade at a price that is less than the initial offering price.
This risk would also apply to the Fund’s investments in CEFs.
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Limited Term and Eligible Tender Offer Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Limited Term and Eligible Tender Offer Risk.
The Fund is scheduled to terminate on or around October 25, 2030 (the “Termination Date”) unless it is converted to a perpetual
fund, as described below. The Fund’s investment objectives and policies are not designed to seek to return to investors their initial
investment and investors that purchase shares of the Fund may receive more or less than their original investment.
The Board may, but is not required to, cause the
Fund to conduct a tender offer to all common shareholders at a price equal to the NAV (an “Eligible Tender Offer”). If the
Fund conducts an Eligible Tender Offer, there can be no assurance that the Fund’s net assets would not fall below $100 million (the
“Termination Threshold”), in which case the Eligible Tender Offer will be terminated, and the Fund will terminate on or before
the Termination Date (subject to possible extensions). If the Fund’s net assets are equal or greater than the Termination Threshold,
the Fund will have a perpetual existence upon the affirmative vote of a majority of the Board, without shareholder approval.
An Eligible Tender Offer or liquidation may require
the Fund to sell securities when it otherwise would not, or at reduced prices, leading to losses for the Fund and increased transaction
expenses. Thereafter, remaining shareholders may only be able to sell their shares at a discount to NAV. The Adviser may have a conflict
of interest in recommending that the Fund have a perpetual existence.
The potential required sale of portfolio securities,
purchase of tendered shares in an Eligible Tender Offer, and/or potential liquidation of the Fund may also have adverse tax consequences
for the Fund and shareholders. In addition, the completion of an Eligible Tender Offer may cause disruptions and changes in the Fund’s
investment portfolio, increase the proportional burden of the Fund’s expenses on the remaining shareholders, and adversely impact
the secondary market trading of such shares.
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Investment Style Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Investment Style Risk. The Fund is managed
by allocating the Fund’s assets to two different strategies, which may cause the Fund to underperform funds that do not limit their
investments to these two strategies during periods when these strategies underperform other types of investments.
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Multi-Manager Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Multi-Manager Risk. The Adviser and the
Subadviser’s investment styles may not always be complementary, which could adversely affect the performance of the Fund. The Adviser
and the Subadviser may, at any time, take positions that in effect may be opposite of positions taken by each other, incurring brokerage
and other transaction costs without accomplishing any net investment results. The multi-manager approach could increase the Fund’s
portfolio turnover rates, which may result in higher trading costs and tax consequences associated with portfolio turnover that may adversely
affect the Fund’s performance. Further, if the Subadviser is not retained, Fund performance will become dependent on the Adviser
or a new subadviser successfully implementing the municipal bond income strategy, which might have adverse effect on an investment in
the Fund.
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Asset Allocation Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Asset Allocation Risk. To the extent that
the Adviser’s asset allocation between the Fund’s principal investment strategies may fail to produce the intended result,
the Fund’s return may suffer. Additionally, the potentially active asset allocation style of the Fund may lead to changing allocations
over time and represent a risk to investors who target fixed asset allocations.
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Leverage Risks [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Leverage Risks. Leverage is a speculative
technique that exposes the Fund to greater risk and increased costs than if it were not implemented. Increases and decreases in the value
of the Fund’s portfolio will be magnified when the Fund uses leverage. As a result, leverage may cause greater changes in the Fund’s
NAV. The leverage costs may be greater than the Fund’s return on the underlying investments made from the proceeds of leverage.
The Fund’s leveraging strategy may not be successful. Leverage risk would also apply to the Fund’s investments in Underlying
Funds to the extent an Underlying Fund uses leverage. To the extent the Fund uses leverage and invests in Underlying Funds that also use
leverage, the risks associated with leverage will be magnified, potentially significantly.
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Portfolio Turnover Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Portfolio Turnover Risk. The Fund’s
annual portfolio turnover rate may vary greatly from year to year. High portfolio turnover may result in the realization of net short-term
capital gains by the Fund which, when distributed to shareholders, will be taxable as ordinary income. In addition, a higher portfolio
turnover rate results in correspondingly greater brokerage commissions and other transactional expenses that are borne by the Fund. Portfolio
turnover rate is not considered a limiting factor in the execution of investment decisions for the Fund.
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Potential Conflicts of Interest Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Potential Conflicts of Interest Risk. The
Adviser and the Subadviser each manages and/or advises other investment funds or accounts with the same or similar investment objectives
and strategies as the Fund, and, as a result may face conflicts of interests regarding the implementation of the Fund’s strategy
and allocation between funds and accounts. This may limit the Fund’s ability to take full advantage of the investment opportunity
or affect the market price of the investment. Each party may also have incentives to favor one account over another due to different fees
paid to such accounts. While each party has adopted policies and procedures that address these potential conflicts of interest, there
is no guarantee that the policies will be successful in mitigating the conflicts of interest that arise. In addition, the Fund’s
use of leverage will increase the amount of the fees paid to the Adviser and Subadviser, creating a financial incentive for the Adviser
to leverage the Fund.
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Stockholder Activism [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Stockholder Activism. The Fund may in the
future become the target of stockholder activism. Stockholder activism could result in substantial costs and divert management’s
and the Board’s attention and resources from its business. Also, the Fund may be required to incur significant legal and other expenses
related to any activist stockholder matters. Further, the Fund’s stock price could be subject to significant fluctuation or otherwise
be adversely affected by the events, risks and uncertainties of any stockholder activism.
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Cybersecurity Risk [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Cybersecurity Risk. A cybersecurity breach
may disrupt the business operations of the Fund or its service providers. A breach may allow an unauthorized party to gain access to Fund
assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational
functionality.
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Anti-Takeover Provisions [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Anti-Takeover Provisions. Maryland law
and the Fund’s Charter and Bylaws include provisions that could limit the ability of other entities or persons to acquire control
of the Fund or to convert the Fund to open-end status, including the adoption of a staggered Board of Directors and the supermajority
voting requirements. These provisions could deprive the common shareholders of opportunities to sell their common shares at a premium
over the then current market price of the common shares or at NAV.
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Risks Associated with Additional Offerings [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Risks Associated with Additional Offerings.
There are risks associated with offerings of additional common or preferred shares of the Fund. The voting power of current shareholders
will be diluted to the extent that current shareholders do not purchase shares in any future offerings of shares or do not purchase sufficient
shares to maintain their percentage interest. In addition, the sale of shares in an offering may have an adverse effect on prices in the
secondary market for the Fund’s shares by increasing the number of shares available, which may put downward pressure on the market
price of the Fund’s Shares. These sales also might make it more difficult for the Fund to sell additional equity securities in the
future at a time and price the Fund deems appropriate.
In the event any series of fixed rate preferred
shares are issued and such shares are intended to be listed on an exchange, prior application will have been made to list such shares.
During an initial period, which is not expected to exceed 30 days after the date of its initial issuance, such shares may not be listed
on any securities exchange. During such period, the underwriters may make a market in such shares, although they will have no obligation
to do so. Consequently, an investment in such shares may be illiquid during such period. Fixed rate preferred shares may trade at a premium
to or discount from liquidation value.
There are risks associated with an offering of
Rights (in addition to the risks discussed herein related to the offering of shares and preferred shares). Shareholders who do not exercise
their rights may, at the completion of such an offering, own a smaller proportional interest in the Fund than if they exercised their
rights. As a result of such an offering, a shareholder may experience dilution in NAV per share if the subscription price per share is
below the NAV per share on the expiration date. In addition to the economic dilution described above, if a shareholder does not exercise
all of their Rights, the shareholder will incur voting dilution as a result of the Rights offering. This voting dilution will occur because
the shareholder will own a smaller proportionate interest in the Fund after the rights offering than prior to the Rights offering.
There is a risk that changes in market conditions
may result in the underlying common shares or preferred shares purchasable upon exercise of Rights being less attractive to investors
at the conclusion of the subscription period. This may reduce or eliminate the value of the Rights. If investors exercise only a portion
of the rights, the number of shares issued may be reduced, and the shares may trade at less favorable prices than larger offerings for
similar securities. Rights issued by the Fund may be transferable or non-transferable rights.
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Secondary Market for the Common Shares [Member] |
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General Description of Registrant [Abstract] |
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Risk [Text Block] |
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Secondary Market for the Common Shares.
The issuance of shares of the Fund through the Fund’s dividend reinvestment plan (“Plan”) may have an adverse effect
on the secondary market for the Fund’s shares. The increase in the number of outstanding shares resulting from the issuances pursuant
to the Plan and the discount to the market price at which such shares may be issued, may put downward pressure on the market price for
the Common Shares. When the shares are trading at a premium, the Fund may also issue shares that may be sold through private transactions
effected on the NYSE or through broker-dealers. The increase in the number of outstanding shares resulting from these offerings may put
downward pressure on the market price for such shares.
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Common Shares [Member] |
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General Description of Registrant [Abstract] |
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Lowest Price or Bid |
[13] |
15.32
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$ 15.26
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$ 13.19
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$ 14.31
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15.50
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$ 15.70
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$ 14.64
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$ 15.61
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15.52
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$ 18.31
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Highest Price or Bid |
[13] |
16.29
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16.50
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15.52
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17.01
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17.04
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18.75
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18.00
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18.77
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19.29
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22.24
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Lowest Price or Bid, NAV |
[14] |
16.97
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16.99
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15.23
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15.65
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16.72
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17.06
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16.19
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16.97
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17.12
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19.46
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Highest Price or Bid, NAV |
[14] |
$ 17.17
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$ 17.33
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$ 17.17
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$ 16.99
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$ 17.56
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$ 17.97
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$ 17.52
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$ 18.67
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$ 19.32
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$ 22.73
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Highest Price or Bid, Premium (Discount) to NAV [Percent] |
[15] |
(5.13%)
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(4.79%)
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(9.61%)
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0.12%
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(2.96%)
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4.34%
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2.74%
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0.54%
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(0.16%)
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(2.16%)
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Lowest Price or Bid, Premium (Discount) to NAV [Percent] |
[15] |
(9.72%)
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(10.18%)
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(13.39%)
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(8.56%)
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(7.30%)
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(7.97%)
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(9.57%)
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(8.01%)
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(9.35%)
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(5.91%)
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Share Price |
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$ 15.91
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$ 15.91
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NAV Per Share |
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$ 17.23
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$ 17.23
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Latest Premium (Discount) to NAV [Percent] |
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(7.66%)
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RiverNorth Opportunistic... (NYSE:RMI)
Historical Stock Chart
From Oct 2024 to Nov 2024
RiverNorth Opportunistic... (NYSE:RMI)
Historical Stock Chart
From Nov 2023 to Nov 2024