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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
811-23434
(Investment
Company Act File Number)
RiverNorth
Managed Duration 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, 2023
| Item
1. | Reports
to Stockholders. |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Table of Contents
Shareholder Letter |
2 |
Performance Overview |
3 |
Schedule of Investments |
8 |
Statement of Assets and Liabilities |
14 |
Statement of Operations |
15 |
Statements of Changes in Net Assets |
16 |
Statement of Cash Flows |
17 |
Financial Highlights |
19 |
Notes to Financial Statements |
22 |
Report of Independent Registered Public Accounting
Firm |
37 |
Dividend Reinvestment Plan |
38 |
Summary of Updated Information Regarding the
Fund |
40 |
Directors & Officers |
64 |
Additional Information |
71 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Shareholder
Letter |
June
30, 2023 (Unaudited) |
Dear
Fellow Shareholders,
At
this time last year, the Federal Reserve (“Fed”) was in the early stages of what has turned out to be a historic interest
rate hiking cycle in an effort to cool inflation. The dramatic increase in short term rates has caused the U.S. Treasury yield
curve to invert as longer-term treasury yields have been relatively sticky. Further, potential increases in rates – both
short term and long term – have been acting as somewhat of a “Sword of Damocles” hanging over the closed-end
fund (“CEF”) market.
Given
the environment as described above, the sentiment of CEF investors over the past year has remained somewhat negative after experiencing
significant negative performance from the fall of 2021 throughout most of calendar year 2022. This negative sentiment, combined
with yields on “risk free”, short term treasuries that now yield more than 5%, may have been an excuse for traditional
CEF investors to remain on the sidelines.
While
challenging to quantify, we are appearing to see CEF investor sentiment shifting towards a more positive sentiment. The Fed paused
rate hikes at their June 2023 meeting to provide the necessary time for the historic increases to have their lagged effect. It
does appear that inflation is cooling, while the overall U.S. economy has remained resilient. Notwithstanding recent cuts, CEF
distribution rates remain attractive. Attractive discounts, high distribution yields, and recent positive performance, combined
with a waning fear of recession can combine to drive significant positive performance and discount narrowing from here. Of course,
the primary risks of rising rates and economic weakness continue to warrant conservatism in CEF investing.
We
believe interest rate uncertainty combined with volatility favors a bottom-up, active investment strategy comprised of a handful
of unique asset classes that RiverNorth specializes in. We believe that our ability to react to CEF volatility while also holding
an actively managed portfolio of cash municipal bonds managed by our experienced partners at MacKay Shields LLC creates the opportunity
to generate a unique, uncorrelated source of alpha.
We
are pleased to provide you with the following 2023 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 judgement and are subject to change.
DEFINITIONS
Sword
of Damocles refers to an imminent threat and is attributed to the Roman philosopher Cicero (106-43 BC).
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.
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.
2 |
(888)
848-7569 | www.rivernorth.com |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Performance
Overview |
June
30, 2023 (Unaudited) |
WHAT
IS THE FUND’S INVESTMENT STRATEGY?
The
RiverNorth Managed Duration 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 the Federal alternative minimum tax)
with a secondary objective of total return.
The
Fund’s Managed Assets (as defined in Note 2, below) are allocated between 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”) and other investment
companies seeking to derive value from the discount and premium spreads associated with CEFs. The Municipal Bond Income Strategy
primarily invests in municipal bonds of any credit quality, including securities that are rated below investment grade. RiverNorth
and MacKay Shields may use various techniques to manage the duration of the Fund's portfolio in an attempt to mitigate the risks
associated with changes in interest rates. Under normal market conditions, the Fund will seek to maintain a weighted average effective
duration on Managed Assets of +/- 3 years relative to the Bloomberg U.S. Municipal Bond Index.
HOW
DID THE FUND PERFORM RELATIVE TO ITS BENCHMARK DURING THE PERIOD?
PERFORMANCE as of
June 30, 2023 |
|
|
|
|
|
Cumulative |
Annualized |
TOTAL
RETURN(1) |
6
Month |
1
Year(2) |
3
Year(2) |
Since
Inception(2)(3) |
RiverNorth
Managed Duration Municipal Income Fund, Inc. – NAV(4) |
3.69% |
6.49% |
2.89% |
0.88% |
RiverNorth
Managed Duration Municipal Income Fund, Inc. – Market(5) |
8.88% |
2.92% |
2.28% |
-0.96% |
Bloomberg
U.S. Municipal Bond Index(6) |
2.67% |
3.19% |
-0.58% |
0.49% |
(1) | Total
returns assume reinvestment of all distributions. |
(2) | Annualized. |
(3) | The
Fund commenced operations on July 25, 2019. |
(4) | Performance
returns are net of management fees and other Fund expenses. |
(5) | 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"). |
(6) | 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. |
Annual Report | June 30,
2023 |
3 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Performance
Overview |
June
30, 2023 (Unaudited) |
The
total annual expense ratio as a percentage of net assets attributable to common shares as of June 30, 2023 is 2.39% (excluding
interest expense on loan payable and short term floating rate obligations). Including interest expense on loan payable and short
term floating rate obligations, the expense ratio is 4.68%.
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.
WHAT
CONTRIBUTING FACTORS WERE RESPONSIBLE FOR THE FUND’S RELATIVE PERFORMANCE DURING THE FISCAL YEAR ENDED JUNE 30, 2023?
RiverNorth
Tactical Municipal Closed-End Fund Strategy
The
sleeve’s exposure to the underlying NAVs of CEFs was the largest contributor to returns for the fiscal year. Exposure to
CEF discounts detracted from performance. The Fund’s Treasury futures hedge contributed positively to performance as interest
rates generally rose during the fiscal year.
In
addition to the contributing factors referenced above, RiverNorth believes that the Fund's level distribution policy did not have
a material impact on the Fund's ability to execute on its investment strategy during the fiscal year ended June 30, 2023.
The
Fund made monthly distributions to common shareholders set at a level monthly rate of $0.0929 per common share for the period
from July 1, 2022 to December 31, 2022, and $0.0911 per common share for the period from January 1, 2023 to June 30, 2023. These
distributions are made from net assets and are reflected in the Fund Performance numbers provided in the section above. For the
fiscal year ended June 30, 2023, a majority of the distribution was characterized as a return of capital.
MacKay
Municipal Bond Income Strategy
The
AAA municipal yield flattened over the 12 months ended June 30, 2023. Municipals out to 2 years rose more than 100 basis points
in yield while the 10-year part of the curve saw yields fall. The second half of 2022 saw municipal yields hit their highest levels
in years, with yields peaking in late September into October. However, after reaching their highest early in the fourth quarter
of 2022, yields began to fall into the calendar year-end. Similarly, municipal-to-Treasury ratios tightened as 2022 came to a
close and have been relatively stable in the first half of 2023. During the fiscal year, 5-, 10-, and 30-year ratios began at
74%, 91% and 102%, respectively. Ratios ended the fiscal year at 64%, 66% and 90%, respectively. These yield and ratio moves highlight
how the 10-year segment of the municipal curve was the strongest performer over the fiscal year, driven by strong demand from
separately managed account (“SMA”) investors. In the latter half of the fiscal year, the Fund continued to initiate
tax loss swaps in order 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 by selling some lower coupon bonds and replacing them with 5%+ premium
coupons. The Fund’s Treasury hedge contributed to returns. The Fund’s underweight to BBB and A bonds detracted from
returns, as those ratings categories rebounded sharply
in the second half of the fiscal year from the first. Additionally, securities within the Water/Sewer and Electric sectors contributed
to returns as did securities from the state of Illinois.
4 |
(888)
848-7569 | www.rivernorth.com |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Performance
Overview |
June
30, 2023 (Unaudited) |
HOW
WAS THE FUND POSITIONED AT THE END OF THE FISCAL YEAR?
The
Fund allocated 34% of Managed Assets to the RiverNorth Tactical Municipal CEF strategy and 66% to the MacKay Municipal Bond Income
Strategy. The credit quality distribution was 90% investment grade, 8% not rated and 2% high yield.
DEFINITIONS
The
Bloomberg U.S. Municipal Bond Index is an unmanaged index made up of a representative list of general obligation, revenue,
insured and pre-refunded bonds. The index is frequently used as a general measure of tax-exempt bond market performance. The index
cannot be invested in directly and does not reflect fees and expenses.
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.
The
"AAA" Municipal Yield Curve is derived from market estimates of yields for bonds with the highest ratings levels
in the municipal market.
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.
Basis
Points (bps) are a common unit of measurement 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.
A
Coupon is the annual interest rate paid on a bond, expressed as a percentage of the face value and paid from issue date
until maturity.
A
Lower Coupon Bond refers to a bond with a coupon rate that is lower than prevailing market interest rates.
A
Premium Coupon refers to a coupon rate that is higher than the prevailing market rate.
Annual Report | June 30,
2023 |
5 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Performance
Overview |
June
30, 2023 (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: RMM) of $20.00 on July 25, 2019 (commencement of operations) and tracking its progress through June 30, 2023.
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, 2023
|
% of
Net Assets |
Sweetwater
Union High School District, General Obligation Unlimited Bonds |
6.73% |
Nuveen Quality Municipal Income
Fund |
6.70% |
State of Illinois, General Obligation
Unlimited Bonds |
5.98% |
Texas Private Activity Bond Surface
Transportation Corp., Revenue Bonds |
4.98% |
City of Los Angeles Department of
Airports, Revenue Bonds |
4.74% |
Dallas Area Rapid Transit, Revenue
Bonds |
4.54% |
Nuveen Dividend Advantage Municipal
Fund 3 |
4.40% |
Virginia Small Business Financing
Authority, Revenue Bonds |
4.11% |
Sacramento Municipal Utility District |
3.75% |
Pennsylvania State University, Revenue
Bonds |
3.73% |
|
49.66% |
* |
Holdings
are subject to change and exclude short-term investments. |
6 | (888)
848-7569 | www.rivernorth.com |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Performance
Overview |
June
30, 2023 (Unaudited) |
ASSET
ALLOCATION as of June 30, 2023^
^ | Holdings
are subject to change. |
Percentages
are based on total investments of the Fund and do not include derivatives.
Annual Report | June 30,
2023 |
7 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Schedule of Investments |
June
30, 2023 |
|
|
Shares/Description | |
Value | |
CLOSED-END FUNDS (55.27%) | |
| | |
| 57,077 | | |
Blackrock Investment Quality Municipal Trust, Inc. | |
$ | 663,806 | |
| 517,574 | | |
BlackRock Municipal 2030 Target Term Trust | |
| 10,755,188 | |
| 453,751 | | |
BlackRock Municipal Income Fund, Inc. | |
| 5,190,911 | |
| 205,088 | | |
BlackRock Municipal Income Quality Trust | |
| 2,307,240 | |
| 214,117 | | |
BlackRock Municipal Income Trust | |
| 2,128,323 | |
| 523,487 | | |
BlackRock Municipal Income Trust II | |
| 5,449,500 | |
| 155,240 | | |
BlackRock MuniHoldings California Quality Fund, Inc. | |
| 1,684,354 | |
| 219,076 | | |
BlackRock MuniHoldings Fund, Inc. | |
| 2,547,854 | |
| 16,602 | | |
BlackRock MuniHoldings New Jersey Quality Fund, Inc. | |
| 185,444 | |
| 141,017 | | |
BlackRock MuniHoldings New York Quality Fund, Inc. | |
| 1,477,858 | |
| 173,334 | | |
BlackRock MuniHoldings Quality Fund II, Inc. | |
| 1,683,073 | |
| 76,794 | | |
BlackRock MuniVest Fund II, Inc. | |
| 816,320 | |
| 849,799 | | |
BlackRock MuniVest Fund, Inc. | |
| 5,719,147 | |
| 14,212 | | |
BlackRock MuniYield Fund, Inc. | |
| 148,373 | |
| 175,223 | | |
BlackRock MuniYield Michigan Quality Fund, Inc. | |
| 1,936,214 | |
| 473,735 | | |
BlackRock MuniYield New York Quality Fund, Inc. | |
| 4,798,936 | |
| 144,485 | | |
BlackRock MuniYield Quality Fund II, Inc. | |
| 1,453,519 | |
| 754,210 | | |
BlackRock MuniYield Quality Fund III, Inc.(a) | |
| 8,251,057 | |
| 552,459 | | |
BlackRock MuniYield Quality Fund, Inc. | |
| 6,391,951 | |
| 65,521 | | |
BlackRock New York Municipal Income Trust | |
| 677,487 | |
| 344,155 | | |
BNY Mellon Strategic Municipal Bond Fund, Inc. | |
| 1,961,684 | |
| 203,297 | | |
Eaton Vance Municipal Bond Fund | |
| 2,022,805 | |
| 131,627 | | |
Eaton Vance Municipal Income Trust | |
| 1,309,689 | |
| 205,881 | | |
Invesco Advantage Municipal Income Trust II | |
| 1,731,459 | |
| 478,842 | | |
Invesco Municipal Opportunity Trust | |
| 4,529,845 | |
| 235,778 | | |
Invesco Municipal Trust | |
| 2,223,387 | |
| 822,157 | | |
Invesco Quality Municipal Income Trust(a) | |
| 7,859,821 | |
| 93,493 | | |
Invesco Trust for Investment Grade Municipals | |
| 907,817 | |
| 80,417 | | |
Invesco Value Municipal Income Trust | |
| 950,529 | |
| 206,809 | | |
MFS High Income Municipal Trust | |
| 719,695 | |
| 80,178 | | |
Neuberger Berman Municipal Fund, Inc. | |
| 824,230 | |
| 60,411 | | |
Nuveen AMT-Free Municipal Value Fund | |
| 829,443 | |
| 1,007,324 | | |
Nuveen AMT-Free Quality Municipal Income Fund(a) | |
| 11,010,051 | |
| 14,337 | | |
Nuveen Build America Bond Fund | |
| 224,948 | |
| 184,843 | | |
Nuveen California Municipal Value Fund | |
| 1,580,408 | |
| 486,819 | | |
Nuveen California Quality Municipal Income Fund | |
| 5,316,063 | |
| 1,211,541 | | |
Nuveen Dividend Advantage Municipal Fund 3(a) | |
| 14,126,568 | |
| 758,629 | | |
Nuveen Dividend Advantage Municipal Income Fund | |
| 8,875,959 | |
| 927,115 | | |
Nuveen Municipal Value Fund, Inc.(a) | |
| 8,065,900 | |
| 28,714 | | |
Nuveen New Jersey Quality Municipal Income Fund | |
| 329,350 | |
| 81,393 | | |
Nuveen New York AMT-Free Quality Municipal Income Fund | |
| 842,418 | |
| 96,450 | | |
Nuveen New York Municipal Value Fund | |
| 815,003 | |
| 1,909,239 | | |
Nuveen Quality Municipal Income Fund(a) | |
| 21,517,124 | |
| 7,673 | | |
Nuveen Select Maturities Municipal Fund | |
| 69,057 | |
| 127,418 | | |
PIMCO California Municipal Income Fund | |
| 1,248,696 | |
See
Notes to Financial Statements.
8 |
(888)
848-7569 | www.rivernorth.com |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Schedule of Investments |
June
30, 2023 |
|
|
Shares/Description | |
Value | |
CLOSED-END FUNDS (continued) | |
| | |
| 133,246 | | |
PIMCO California Municipal Income Fund II | |
$ | 792,814 | |
| 63,928 | | |
PIMCO Municipal Income Fund II | |
| 577,909 | |
| 101,986 | | |
PIMCO Municipal Income Fund III | |
| 820,987 | |
| 392,217 | | |
Pioneer Municipal High Income Advantage Fund, Inc. | |
| 3,098,514 | |
| 12,931 | | |
Pioneer Municipal High Income Fund Trust | |
| 110,301 | |
| 76,861 | | |
Western Asset Intermediate Municipal Fund | |
| 585,681 | |
| 520,988 | | |
Western Asset Managed Municipals Fund, Inc. | |
| 5,173,411 | |
| 244,659 | | |
Western Asset Municipal High Income Fund, Inc. | |
| 1,602,516 | |
| 56,876 | | |
Western Asset Municipal Partners Fund, Inc. | |
| 665,546 | |
| | | |
| |
| | |
TOTAL CLOSED-END FUNDS | | |
(Cost $188,155,528) | |
| 177,586,183 | |
Principal Amount/Description | |
Rate | | |
Maturity | |
Value | |
U.S. CORPORATE BONDS (0.59%) | |
| | |
| |
| |
Consumer, Non-cyclical (0.59%) | |
| | | |
| |
| | |
$ |
2,500,000 |
| |
Stetson University, Inc. | |
| 4.09 | % | |
12/01/59 | |
$ | 1,901,753 | |
|
|
| |
| |
| | | |
| |
| | |
TOTAL U.S. CORPORATE BONDS | |
| | | |
| |
| | |
(Cost $2,500,000) | |
| | | |
| |
| 1,901,753 | |
Principal Amount/Description | |
Rate | | |
Maturity | |
Value | |
MUNICIPAL BONDS (106.57%) | |
| | |
| |
| |
California (19.06%) | |
| | |
| |
| |
$ | 15,000,000 | | |
City of Los Angeles Department of Airports, Revenue Bonds(b) | |
| 5.00 | % | |
05/15/46 | |
$ | 15,231,000 | |
| 8,000,000 | | |
Regents of the University of California Medical Center Pooled Revenue, Revenue Bonds(b) | |
| 5.00 | % | |
05/15/47 | |
| 8,814,873 | |
| 12,000,000 | | |
Sacramento Municipal Utility District(b) | |
| 4.00 | % | |
08/15/45 | |
| 12,038,928 | |
| 3,500,000 | | |
San Francisco City & County Airport Comm-San Francisco International Airport, Revenue Bonds(b) | |
| 5.00 | % | |
05/01/46 | |
| 3,548,545 | |
| 22,000,000 | | |
Sweetwater Union High School District, General Obligation Unlimited Bonds(b) | |
| 4.00 | % | |
08/01/42 | |
| 21,608,589 | |
| | | |
| |
| | | |
| |
| 61,241,935 | |
Connecticut (2.72%) | |
| | | |
| |
| | |
| 8,565,000 | | |
State of Connecticut, General Obligation Unlimited Bonds(b) | |
| 4.00 | % | |
04/15/38 | |
| 8,726,605 | |
See
Notes to Financial Statements.
Annual Report | June 30,
2023 |
9 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Schedule of Investments |
June
30, 2023 |
|
|
Principal Amount/Description | |
Rate | | |
Maturity | |
Value | |
Florida (5.19%) | | |
| |
| | |
| |
| |
$ | 9,000,000 | | |
County of Broward FL Tourist Development Tax Revenue, Revenue Bonds(b) | |
| 4.00 | % | |
09/01/47 | |
$ | 8,600,412 | |
| 7,500,000 | | |
School District of Broward County, General Obligation Unlimited Bonds(b) | |
| 5.00 | % | |
07/01/51 | |
| 8,084,415 | |
| | | |
| |
| | | |
| |
| 16,684,827 | |
Illinois (13.35%) | |
| | | |
| |
| | |
| 10,000,000 | | |
Chicago O'Hare International Airport, Revenue Bonds(b) | |
| 5.25 | % | |
01/01/45 | |
| 10,734,561 | |
| 8,830,000 | | |
Chicago Park District, General Obligation Limited Bonds | |
| 2.68 | % | |
01/01/35 | |
| 6,898,716 | |
| 6,000,000 | | |
Macon County School District No 61 Decatur, General Obligation Unlimited Bonds(b) | |
| 4.00 | % | |
12/01/36 | |
| 6,067,243 | |
| 18,000,000 | | |
State of Illinois, General Obligation Unlimited Bonds(b) | |
| 5.00 | % | |
11/01/29 | |
| 19,207,532 | |
| | | |
| |
| | | |
| |
| 42,908,052 | |
Kansas (3.09%) | |
| | | |
| |
| | |
| 9,670,000 | | |
Kansas City Industrial Development Authority, Revenue Bonds(b) | |
| 5.00 | % | |
03/01/57 | |
| 9,939,281 | |
| | | |
| |
| | | |
| |
| | |
Massachusetts (6.33%) | |
| | | |
| |
| | |
| 5,000,000 | | |
Massachusetts Development Finance Agency, Revenue Bonds(b) | |
| 5.00 | % | |
03/01/44 | |
| 5,032,071 | |
| 10,000,000 | | |
Massachusetts Educational Financing Authority, Revenue Bonds(b) | |
| 4.25 | % | |
07/01/46 | |
| 9,325,117 | |
| 5,500,000 | | |
Massachusetts School Building Authority, Revenue Bonds(b) | |
| 5.00 | % | |
08/15/45 | |
| 5,971,292 | |
| | | |
| |
| | | |
| |
| 20,328,480 | |
Michigan (3.44%) | |
| | | |
| |
| | |
| 10,000,000 | | |
Holly Area School District, General Obligation Unlimited Bonds(b) | |
| 5.25 | % | |
05/01/52 | |
| 11,041,255 | |
| | | |
| |
| | | |
| |
| | |
Nevada (1.14%) | |
| | | |
| |
| | |
| 3,500,000 | | |
Las Vegas Convention & Visitors Authority, Revenue Bonds(b) | |
| 5.00 | % | |
07/01/43 | |
| 3,648,780 | |
| | | |
| |
| | | |
| |
| | |
New Jersey (1.64%) | |
| | | |
| |
| | |
| 5,000,000 | | |
New Jersey
Transportation Trust Fund Authority, Revenue Bonds(b) | |
| 5.00 | % | |
06/15/50 | |
| 5,274,901 | |
See
Notes to Financial Statements.
10 |
|
(888)
848-7569 | www.rivernorth.com |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Schedule of Investments |
June
30, 2023 |
|
|
Principal Amount/Description | |
Rate | | |
Maturity | |
Value | |
New York (13.03%) | |
| | | |
| |
| | |
$ | 10,000,000 | | |
New York New York A-1 Revenue Bonds(b) | |
| 5.25 | % | |
09/01/40 | |
$ | 11,413,083 | |
| 6,800,000 | | |
New York State Dormitory Authority, Revenue Bonds(b) | |
| 5.00 | % | |
03/15/41 | |
| 7,540,220 | |
| 10,000,000 | | |
Port Authority of New York & New Jersey, Revenue Bonds(b) | |
| 5.50 | % | |
08/01/52 | |
| 10,951,288 | |
| 11,250,000 | | |
Triborough Bridge & Tunnel Authority, Revenue Bonds(b) | |
| 5.00 | % | |
11/15/43 | |
| 11,946,019 | |
| | | |
| |
| | | |
| |
| 41,850,610 | |
North Carolina (1.35%) | |
| | | |
| |
| | |
| 4,000,000 | | |
Greater Asheville Regional Airport Authority, Revenue Bonds(b) | |
| 5.50 | % | |
07/01/52 | |
| 4,343,474 | |
| | | |
| |
| | | |
| |
| | |
Ohio (2.49%) | |
| | | |
| |
| | |
| 8,000,000 | | |
Ohio State University, Revenue Bonds | |
| 3.95 | % | |
06/01/43 | |
| 8,000,000 | |
| | | |
| |
| | | |
| |
| | |
Pennsylvania (4.84%) | |
| | | |
| |
| | |
| 11,250,000 | | |
Pennsylvania State University, Revenue Bonds(b) | |
| 5.00 | % | |
09/01/43 | |
| 11,984,417 | |
| 3,185,000 | | |
Southeastern Pennsylvania Transportation Authority, Revenue Bonds(b) | |
| 5.25 | % | |
06/01/43 | |
| 3,577,033 | |
| | | |
| |
| | | |
| |
| 15,561,450 | |
Puerto Rico (4.60%) | |
| | | |
| |
| | |
| 2,000,000 | | |
Commonwealth of Puerto Rico, Series 2022 A-1, General Obligation Unlimited Bonds | |
| 4.00 | % | |
07/01/35 | |
| 1,864,075 | |
| 2,500,000 | | |
Puerto Rico Commonwealth Aqueduct & Sewer Authority, Revenue Bonds(c) | |
| 4.00 | % | |
07/01/42 | |
| 2,190,153 | |
| 2,465,000 | | |
Puerto Rico Commonwealth Aqueduct & Sewer Authority, Revenue Bonds(c) | |
| 4.00 | % | |
07/01/42 | |
| 2,159,490 | |
| 9,032,000 | | |
Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Series Restructured Series A-2, Revenue Bonds | |
| 4.78 | % | |
07/01/58 | |
| 8,582,501 | |
| | | |
| |
| | | |
| |
| 14,796,219 | |
South Carolina (2.27%) | |
| | | |
| |
| | |
| 6,500,000 | | |
South Carolina Public Service Authority, Revenue Bonds(b) | |
| 5.75 | % | |
12/01/52 | |
| 7,288,681 | |
See
Notes to Financial Statements.
Annual Report | June 30,
2023 |
11 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Schedule of Investments |
June
30, 2023 |
|
|
Principal Amount/Description | |
Rate | | |
Maturity | |
Value | |
Tennessee (1.62%) | |
| | |
| |
| |
$ | 5,000,000 | | |
Tennessee Energy Acquisition Corporation Gas Revenue Bonds, Revenue Bonds(b) | |
| 5.00 | % | |
05/01/52 | |
$ | 5,190,548 | |
| | | |
| |
| | | |
| |
| | |
Texas (9.52%) | |
| | | |
| |
| | |
| 13,555,000 | | |
Dallas Area Rapid Transit, Revenue Bonds(b) | |
| 5.00 | % | |
12/01/47 | |
| 14,601,365 | |
| 16,000,000 | | |
Texas Private Activity Bond Surface Transportation Corp., Revenue Bonds(b) | |
| 5.00 | % | |
06/30/58 | |
| 15,999,957 | |
| | | |
| |
| | | |
| |
| 30,601,322 | |
Utah (4.83%) | |
| | | |
| |
| | |
| 7,000,000 | | |
City of Salt Lake City UT Airport Revenue, Revenue Bonds(b) | |
| 5.00 | % | |
07/01/47 | |
| 7,143,368 | |
| 7,635,000 | | |
Intermountain Power Agency, Revenue Bonds(b) | |
| 5.00 | % | |
07/01/43 | |
| 8,365,672 | |
| | | |
| |
| | | |
| |
| 15,509,040 | |
Virgin Islands (0.89%) | |
| | | |
| |
| | |
| 630,000 | | |
Matching Fund Special Purpose Securitization Corp., Revenue Bonds | |
| 5.00 | % | |
10/01/30 | |
| 630,331 | |
| 2,250,000 | | |
Matching Fund Special Purpose Securitization Corp., Revenue Bonds | |
| 5.00 | % | |
10/01/39 | |
| 2,225,840 | |
| | | |
| |
| | | |
| |
| 2,856,171 | |
Virginia (4.11%) | |
| | | |
| |
| | |
| 12,850,000 | | |
Virginia Small Business Financing Authority, Revenue Bonds(b) | |
| 5.00 | % | |
12/31/47 | |
| 13,197,799 | |
| | | |
| |
| | | |
| |
| | |
Washington (1.06%) | |
| | | |
| |
| | |
| 4,025,000 | | |
Washington State Convention Center Public Facilities District, Revenue Bonds | |
| 4.00 | % | |
07/01/58 | |
| 3,397,995 | |
| | | |
| |
| | | |
| |
| | |
TOTAL MUNICIPAL BONDS | |
| | | |
| |
| | |
(Cost $345,301,498) | |
| | | |
| |
| 342,387,425 | |
See
Notes to Financial Statements.
12 |
(888)
848-7569 | www.rivernorth.com |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Schedule of Investments |
June
30, 2023 |
|
|
Shares/Description | |
Value | |
SHORT-TERM
INVESTMENTS (3.64%) | |
| | |
|
11,689,167 |
| |
BlackRock
Liquidity Funds MuniCash (7 Day Yield 3.749%) | |
$ | 11,689,167 | |
|
| |
| |
| | |
TOTAL
SHORT-TERM INVESTMENTS | |
| | |
(Cost
$11,689,167) | |
| 11,689,167 | |
|
| |
| |
| | |
TOTAL
INVESTMENTS (166.07%) | |
| | |
(Cost
$547,646,193) | |
$ | 533,564,528 | |
|
| |
| |
| | |
Floating
Rate Note Obligations (-67.94%)(d) | |
| (218,275,000 | ) |
Other
Assets In Excess Of Liabilities (1.87%) | |
| 6,008,772 | |
NET
ASSETS (100.00%) | |
$ | 321,298,300 | |
(a) | All
or a portion of the security is pledged as collateral for the loan payable. As of June 30, 2023, the aggregate value of those
securities was $1,576,500 representing 0.49% 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 $4,349,643, which represents 1.35%
of net assets as of June 30, 2023. |
(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 | |
10-Yr U.S. Treasury Note Futures |
| (2,400) | | |
September 2023 | |
$ | 269,437,500 | | |
$ | 3,533,724 | |
|
| | | |
| |
$ | 269,437,500 | | |
$ | 3,533,724 | |
See
Notes to Financial Statements.
Annual Report | June 30,
2023 |
13 |
RiverNorth Managed Duration Municipal Income Fund, Inc.
Statement of Assets and Liabilities |
June 30, 2023 |
ASSETS: | |
| |
Investments in securities: | |
| | |
At cost | |
$ | 547,646,193 | |
At value | |
$ | 533,564,528 | |
| |
| | |
Deposit with broker for futures contracts | |
| 5,040,012 | |
Receivable for investments sold | |
| 1,089,209 | |
Interest receivable | |
| 4,530,179 | |
Dividends receivable | |
| 508,067 | |
Deferred offering costs | |
| 108,010 | |
Total Assets | |
| 544,840,005 | |
| |
| | |
LIABILITIES: | |
| | |
Payable for Floating Rate Note Obligations | |
| 218,275,000 | |
Payable to custodian due to overdraft | |
| 199,629 | |
Payable for interest expense and fees on Floating Rate Note Obligations | |
| 2,083,093 | |
Variation margin payable | |
| 337,512 | |
Payable for investments purchased | |
| 2,012,027 | |
Payable to Adviser | |
| 618,567 | |
Other payables | |
| 15,877 | |
Total Liabilities | |
| 223,541,705 | |
Net Assets | |
$ | 321,298,300 | |
| |
| | |
NET ASSETS CONSIST OF: | |
| | |
Paid-in capital | |
$ | 357,217,033 | |
Total distributable earnings | |
| (35,918,733 | ) |
Net Assets | |
$ | 321,298,300 | |
| |
| | |
PRICING OF SHARES: | |
| | |
Net Assets | |
$ | 321,298,300 | |
Shares of common stock outstanding (50,000,000 of shares authorized, at
$0.0001 par value per share) | |
| 19,739,628 | |
Net asset value per share | |
$ | 16.28 | |
See Notes to Financial Statements.
14 | (888) 848-7569 | www.rivernorth.com |
RiverNorth Managed Duration Municipal Income Fund, Inc.
Statement of Operations |
For the Year Ended June 30, 2023 |
INVESTMENT INCOME: | |
| |
Interest | |
$ | 15,287,774 | |
Dividends | |
| 7,372,565 | |
Total Investment Income | |
| 22,660,339 | |
| |
| | |
EXPENSES: | |
| | |
Investment Adviser fee | |
| 7,594,172 | |
Interest expense and fees on Floating Rate Note Obligations | |
| 6,851,730 | |
Interest expense on loan payable | |
| 491,922 | |
Legal expenses | |
| 75,878 | |
Total Expenses | |
| 15,013,702 | |
Net Investment Income | |
| 7,646,637 | |
| |
| | |
REALIZED AND UNREALIZED GAIN/(LOSS): | |
| | |
Net realized gain/(loss) on: | |
| | |
Investments | |
| (44,956,122 | ) |
Futures contracts | |
| 23,655,000 | |
Net realized loss | |
| (21,301,122 | ) |
Net change in unrealized appreciation/depreciation on: | |
| | |
Investments | |
| 33,727,638 | |
Futures contracts | |
| (1,043,527 | ) |
Net change in unrealized appreciation/depreciation | |
| 32,684,111 | |
Net Realized and Unrealized Gain on Investments and Futures Contracts | |
| 11,382,989 | |
Net Increase in Net Assets Resulting from Operations | |
$ | 19,029,626 | |
See Notes to Financial Statements.
Annual Report | June 30, 2023 |
15 |
RiverNorth Managed Duration Municipal Income Fund, Inc.
Statements of Changes in Net Assets
| |
For the | | |
For the | |
| |
Year Ended | | |
Year Ended | |
| |
June 30, 2023 | | |
June 30, 2022 | |
NET INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS: | |
| | | |
| | |
Net investment income | |
$ | 7,646,637 | | |
$ | 11,089,522 | |
Net realized gain/(loss) | |
| (21,301,122 | ) | |
| 14,096,108 | |
Long-term capital gains from other investment companies | |
| – | | |
| 20,559 | |
Net change in unrealized appreciation/depreciation | |
| 32,684,111 | | |
| (86,091,404 | ) |
Net increase/(decrease) in net assets resulting from operations | |
| 19,029,626 | | |
| (60,885,215 | ) |
| |
| | | |
| | |
DISTRIBUTIONS TO SHAREHOLDERS: | |
| | | |
| | |
From distributable earnings | |
| (6,881,116 | ) | |
| (21,310,575 | ) |
From tax return of capital | |
| (14,911,434 | ) | |
| (553,022 | ) |
Net decrease in net assets from distributions to shareholders | |
| (21,792,550 | ) | |
| (21,863,597 | ) |
| |
| | | |
| | |
CAPITAL SHARE TRANSACTIONS: | |
| | | |
| | |
Reinvestment of distributions | |
| – | | |
| 2,273 | |
Net increase in net assets from capital share transactions | |
| – | | |
| 2,273 | |
| |
| | | |
| | |
Net Decrease in Net Assets | |
| (2,762,924 | ) | |
| (82,746,539 | ) |
| |
| | | |
| | |
NET ASSETS: | |
| | | |
| | |
Beginning of period | |
| 324,061,224 | | |
| 406,807,763 | |
End of period | |
$ | 321,298,300 | | |
$ | 324,061,224 | |
| |
| | | |
| | |
OTHER INFORMATION: | |
| | | |
| | |
Share Transactions: | |
| | | |
| | |
Shares outstanding - beginning of period | |
| 19,739,628 | | |
| 19,739,517 | |
Shares issued in reinvestment of distributions | |
| – | | |
| 111 | |
Common Shares outstanding - end of period | |
| 19,739,628 | | |
| 19,739,628 | |
See Notes to Financial Statements.
16 | (888) 848-7569 | www.rivernorth.com |
RiverNorth Managed Duration Municipal Income Fund, Inc.
Statement of Cash Flows |
For the Year Ended June 30, 2023 |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| |
Net increase in net assets resulting from operations | |
$ | 19,029,626 | |
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities: | |
| | |
Purchases of investment securities | |
| (631,916,496 | ) |
Proceeds from disposition on investment securities | |
| 632,495,109 | |
Amortization of premium and accretion of discount on investments, net | |
| 1,386,144 | |
Net proceeds from short-term investment securities | |
| 7,689,495 | |
Net realized (gain)/loss on: | |
| | |
Investments | |
| 44,956,122 | |
Net change in unrealized appreciation/depreciation on: | |
| | |
Investments | |
| (33,727,638 | ) |
(Increase)/Decrease in assets: | |
| | |
Interest receivable | |
| (1,056,208 | ) |
Dividends receivable | |
| 80,269 | |
Deferred offering costs | |
| (69,994 | ) |
Increase/(Decrease) in liabilities: | |
| | |
Variation margin payable | |
| (2,690,601 | ) |
Interest due on loan payable | |
| (7,900 | ) |
Payable for interest expense and fees on Floating Rate Note Obligations | |
| 1,617,495 | |
Payable to Adviser | |
| (40,374 | ) |
Other payables | |
| (44,892 | ) |
Net cash provided by operating activities | |
$ | 37,700,157 | |
| |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | |
Net proceeds from floating rate note obligations | |
$ | 125,980,000 | |
Net payments on floating rate note obligations | |
| (131,185,000 | ) |
Payments on loan payable | |
| (10,000,000 | ) |
Cash distributions paid to common shareholders | |
| (21,792,550 | ) |
Payable to custodian due to overdraft | |
| (1,312,583 | ) |
Net cash used in financing activities | |
$ | (38,310,133 | ) |
| |
| | |
Net decrease in cash and restricted cash | |
$ | (609,976 | ) |
Cash and restricted cash, beginning of period | |
$ | 5,649,988 | |
Cash and restricted cash, end of period | |
$ | 5,040,012 | |
| |
| | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | |
Cash paid during the period for interest expense and fees on floating rate note obligations | |
$ | 5,234,235 | |
Cash paid for interest expense and fees for line of credit | |
$ | 499,822 | |
See Notes to Financial Statements.
Annual Report | June 30, 2023 |
17 |
RiverNorth Managed Duration Municipal Income Fund, Inc.
Statement of Cash Flows |
For the Year Ended June 30, 2023 |
Reconciliation of restricted and unrestricted cash at the beginning of period to the statement of assets and liabilities: | |
| |
Deposit with broker for futures contracts | |
$ | 5,649,988 | |
| |
| | |
Reconciliation of restricted and unrestricted cash at the end of the period to the statement of assets and liabilities: | |
| | |
Deposit with broker for futures contracts | |
$ | 5,040,012 | |
See Notes to Financial Statements.
18 | (888) 848-7569 | www.rivernorth.com |
RiverNorth Managed Duration Municipal Income Fund, Inc.
Financial Highlights |
For a share outstanding throughout the periods presented |
| |
| | |
| | |
| | |
For the Period | |
| |
| | |
| | |
| | |
July 25, 2019 | |
| |
| | |
| | |
| | |
(Commencement | |
| |
For the | | |
For the | | |
For the | | |
of | |
| |
Year Ended | | |
Year Ended | | |
Year Ended | | |
Operations) to | |
| |
June 30, 2023 | | |
June 30, 2022 | | |
June 30, 2021 | | |
June 30, 2020 | |
Net asset value - beginning of period | |
$ | 16.42 | | |
$ | 20.61 | | |
$ | 18.21 | | |
$ | 20.00 | |
Income/(loss) from investment operations: | |
| | | |
| | | |
| | | |
| | |
Net investment income(a) | |
| 0.39 | | |
| 0.56 | | |
| 0.46 | | |
| 0.32 | |
Net realized and unrealized gain/(loss) | |
| 0.57 | | |
| (3.64 | ) | |
| 3.04 | | |
| (1.19 | ) |
Total income/(loss) from investment operations | |
| 0.96 | | |
| (3.08 | ) | |
| 3.50 | | |
| (0.87 | ) |
Less distributions: | |
| | | |
| | | |
| | | |
| | |
From net investment income | |
| (0.35 | ) | |
| (0.80 | ) | |
| (0.52 | ) | |
| (0.37 | ) |
From net realized gains | |
| – | | |
| (0.28 | ) | |
| – | | |
| – | |
From tax return of capital | |
| (0.75 | ) | |
| (0.03 | ) | |
| (0.58 | ) | |
| (0.55 | ) |
Total distributions | |
| (1.10 | ) | |
| (1.11 | ) | |
| (1.10 | ) | |
| (0.92 | ) |
Net increase/(decrease) in net asset value | |
| (0.14 | ) | |
| (4.19 | ) | |
| 2.40 | | |
| (1.79 | ) |
Net asset value - end of period | |
$ | 16.28 | | |
$ | 16.42 | | |
$ | 20.61 | | |
$ | 18.21 | |
Market price - end of period | |
$ | 15.14 | | |
$ | 15.80 | | |
$ | 20.28 | | |
$ | 17.14 | |
Total Return(b) | |
| 6.49 | % | |
| (15.41 | %) | |
| 20.20 | % | |
| (4.40 | %)(c) |
Total Return - Market Price(b) | |
| 2.92 | % | |
| (17.28 | %) | |
| 25.66 | % | |
| (10.02 | %)(c) |
See Notes to Financial Statements.
Annual Report | June 30, 2023 |
19 |
RiverNorth Managed Duration Municipal Income Fund, Inc.
Financial Highlights |
For a share outstanding throughout the periods presented |
| |
| | |
| | |
| | |
For the Period | |
| |
| | |
| | |
| | |
July 25, 2019 | |
| |
| | |
| | |
| | |
(Commencement | |
| |
For the | | |
For the | | |
For the | | |
of | |
| |
Year Ended | | |
Year Ended | | |
Year Ended | | |
Operations) to | |
| |
June 30, 2023 | | |
June 30, 2022 | | |
June 30, 2021 | | |
June 30, 2020 | |
Supplemental Data: | |
| | | |
| | | |
| | | |
| | |
Net assets, end of period (in thousands) | |
$ | 321,298 | | |
$ | 324,061 | | |
$ | 406,808 | | |
$ | 359,368 | |
Ratios to Average Net Assets (including
interest on loan payable and short term floating rate obligations)(d) | |
| | | |
| | | |
| | | |
| | |
Ratio of expenses to average net assets | |
| 4.68 | %(e) | |
| 2.79 | %(e) | |
| 2.66 | %(e) | |
| 3.43 | %(e)(f) |
Ratio of net investment income to average net assets | |
| 2.38 | %(e) | |
| 2.93 | %(e) | |
| 2.36 | %(e) | |
| 1.80 | %(e)(f) |
Ratios to Average Net Assets (excluding interest on loan payable and short term floating rate obligations) | |
| | | |
| | | |
| | | |
| | |
Ratio of expenses to average net assets | |
| 2.39 | %(e) | |
| 2.24 | %(e) | |
| 2.22 | %(e) | |
| 2.28 | %(e)(f) |
Ratio of net investment income to average net assets | |
| 4.67 | %(e) | |
| 3.48 | %(e) | |
| 2.80 | %(e) | |
| 2.95 | %(e)(f) |
Portfolio turnover rate | |
| 121 | % | |
| 109 | % | |
| 24 | % | |
| 81 | %(c) |
Payable for floating rate obligations (in thousands) | |
$ | 218,275 | | |
$ | 223,480 | | |
$ | 204,782 | | |
$ | 234,742 | |
Loan payable (in thousands) | |
$ | N/A | | |
$ | 10,000 | | |
$ | 10,000 | | |
$ | N/A | |
Asset coverage per $1,000 of floating rate obligations
payable(g) | |
| 2,482 | | |
| 2,452 | | |
| 2,988 | | |
| 2,531 | |
Asset coverage per $1,000 of line of credit(g) | |
| N/A | | |
| 33,406 | | |
| 41,681 | | |
| N/A | |
See Notes to Financial Statements.
20 | (888) 848-7569 | www.rivernorth.com |
RiverNorth Managed Duration 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. |
| (d) | Interest expense relates to interest expense on loan
payable and the cost of tender option bond transactions (See Note 2). |
| (e) | 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. |
| (g) | 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.
Annual Report | June 30, 2023 |
21 |
RiverNorth Managed Duration Municipal Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
1. ORGANIZATION
RiverNorth Managed Duration Municipal Income
Fund, Inc. (the “Fund”) was organized as a Maryland corporation on March 18, 2019 pursuant to its Articles of Incorporation,
which were amended and restated on June 20, 2019 (“Articles of Incorporation”). The Fund commenced operations on July
25, 2019 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”) 946 – Investment Companies.
The Fund will terminate on or before July
25, 2031; 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, 2023.
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.
22 | (888) 848-7569 | www.rivernorth.com |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
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.
As of and during the year ended June 30,
2023, 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, 2023, 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.
Annual Report | June 30, 2023 |
23 |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
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 $0.0929 per common share for the period from July 1, 2022 to December 31,
2022, and $0.0911 per common share for the period from January 1, 2023 to June 30, 2023.
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.
24 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
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).
Annual Report | June 30, 2023 |
25 |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
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, 2023, 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 |
$306,438,324 |
$218,275,000 |
During the year ended June 30, 2023, 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 |
$209,490,068 |
3.27% |
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.
26 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
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 closed-end
funds, are generally valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service
when the Adviser or the Sub-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 or the
Sub-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.
Annual Report | June 30, 2023 |
27 |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
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
and corporate 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 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 (see Note 6), 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
or the Sub-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.
28 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
The following is a summary of the inputs used at June 30, 2023
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 | |
$ | 177,586,183 | | |
$ | – | | |
$ | – | | |
$ | 177,586,183 | |
U.S. Corporate Bonds | |
| – | | |
| 1,901,753 | | |
| – | | |
| 1,901,753 | |
Municipal Bonds | |
| – | | |
| 342,387,425 | | |
| – | | |
| 342,387,425 | |
Short-Term Investments | |
| 11,689,167 | | |
| – | | |
| – | | |
| 11,689,167 | |
Total | |
$ | 189,275,350 | | |
$ | 344,289,178 | | |
$ | – | | |
$ | 533,564,528 | |
Other Financial Instruments** | |
| | | |
| | | |
| | | |
| | |
Assets: | |
| | | |
| | | |
| | | |
| | |
Future Contracts | |
$ | 3,533,724 | | |
$ | – | | |
$ | – | | |
$ | 3,533,724 | |
Total | |
$ | 3,533,724 | | |
$ | – | | |
$ | – | | |
$ | 3,533,724 | |
| * | 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 fiscal year
ended June 30, 2023.
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 SEC adopted Rule
18f-4 under the 1940 Act providing 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. 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.
Annual Report | June 30, 2023 |
29 |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
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.
In the ordinary course of business, the
Funds may enter into transactions subject to enforceable International Swaps and Derivatives Association, Inc. (ISDA) master agreements
or other similar arrangements (“netting agreements”). Generally, the right to offset in netting agreements allows each
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.
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.
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.
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RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
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.
Annual Report | June 30, 2023 |
31 |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
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, 2023:
| |
Asset
Derivatives | |
| |
Risk Exposure Statement | |
Statement of Assets and Liabilities
Location | |
Fair Value | |
Interest Rate Risk (Futures Contracts)* | |
Variation margin payable | |
$ | 3,533,724 | |
| * | 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 payable. |
The effect of derivative instruments on the Statement of Operations
for the year ended June 30, 2023:
Risk Exposure | |
Statement of Operations Location | |
Realized
Gain 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 | |
$ | 23,655,000 | | |
$ | (1,043,527 | ) |
The futures contracts average notional amount during the year
ended June 30, 2023, is noted below.
Fund | |
Average Notional Amount of
Futures Contracts | |
RiverNorth Managed Duration Municipal Income Fund | |
$ | (282,068,359 | ) |
5. ADVISORY FEES, DIRECTOR FEES AND OTHER
AGREEMENTS
RiverNorth serves as the Fund’s investment
adviser pursuant to an Investment Advisory Agreement with the Fund (the “Advisory Agreement”). Pursuant to the Advisory
Agreement, the Fund pays RiverNorth an annual management fee of 1.40% 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, for the services and facilities it provides to the Fund (the “Unified Management
Fee”). Out of the Unified Management Fee, the Adviser pays substantially all expenses of the Fund, including the compensation of the Sub-Adviser, the cost
of transfer agency, custody, fund administration, legal, audit, independent directors and other services, except for costs, including
interest expenses, of borrowing money or engaging in other types of leverage financing including, without limit, through the use
by the Fund of tender option bond transactions or preferred shares or expenses, brokerage expenses, taxes and governmental fees,
fees and expenses of any underlying funds in which the Fund invests, dividend and interest expense on short positions, fees and
expenses of the legal counsel for the Fund's independent directors, certain fees and expenses associated with shareholder meetings
involving certain non-routine matters, shareholder proposals or contested elections, costs associated with any future share offerings,
tender offers and other share repurchases and redemptions, and other extraordinary expenses not incurred in the ordinary course
of the Fund’s business. The Unified Management Fee is designed to pay substantially all of the Fund’s expenses and
to compensate the Adviser for providing services for the Fund. For the year ended June 30, 2023, the Adviser earned fees of $7,594,172,
of which $618,567 remained payable at June 30, 2023.
32 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
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 of Directors, 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, not the Fund, 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 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. These fees are paid by the Adviser,
not the Fund, out of the Unified Management Fee.
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. ("SS&C"),
a publicly traded company listed on the NASDAQ Global Select Market. The fees of DST Systems Inc. are paid by the Adviser, not
the Fund.
State Street Bank & Trust, Co. serves
as the Fund’s custodian. The fees of State Street Bank & Trust, Co. are paid by the Adviser, not the Fund.
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. 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 $1,500 for attending each quarterly meeting of the Board. In addition, the lead Independent Director
receives $250 annually, the Chair of the Audit Committee receives $500 annually and the Chair of the Nominating and Corporate Governance
Committee receives $250 annually. The Directors 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 by the Adviser, not the Fund.
Annual Report | June 30, 2023 |
33 |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
The Chief Compliance Officer (“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.
6. CREDIT AGREEMENT
On December 24, 2020, the Fund entered
into a credit agreement for margin financing with Pershing LLC (“Credit Agreement”). The 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 90 basis points for a term of 60 calendar days. On March 28, 2022, the Fund entered into an amended credit agreement
revising the interest rate to the overnight bank funding rate plus 80 basis points.
The average principal balance and interest
rate for the period during which the credit facility was utilized for the year ended June 30, 2023 was approximately $11,720,365
and 4.65%, respectively, and the maximum borrowing during the period was $46,000,000. There is no outstanding balance on the credit
facility as of June 30, 2023. The maximum borrowing allowed is $50,000,000. Securities that have been pledged as collateral for
the borrowings are indicated in the Schedule of Investments.
7. TAX BASIS INFORMATION
Tax Basis of Distributions to Shareholders:
The character of distributions made during the period 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, 2023 and June 30, 2022, was as follows:
| |
For the Year Ended
June 30, 2023 | | |
For the Year Ended
June 30, 2022 | |
Ordinary Income | |
$ | 293,136 | | |
$ | 6,356,763 | |
Tax-Exempt Income | |
| 6,587,980 | | |
| 9,462,141 | |
Long-Term Capital Gain | |
| – | | |
| 5,491,671 | |
Return of Capital | |
| 14,911,434 | | |
| 553,022 | |
Total | |
$ | 21,792,550 | | |
$ | 21,863,597 | |
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, 2023, 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:
34 | (888) 848-7569 | www.rivernorth.com |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
Paid-in capital |
Total distributable earnings |
$121,707 |
$(121,707) |
At June 30, 2023, the components of distributable
earnings on a tax basis for the Fund was as follows:
Accumulated Capital Loss | |
$ | (20,669,797 | ) |
Unrealized Depreciation | |
$ | (15,248,936 | ) |
Total | |
$ | (35,918,733 | ) |
Capital Losses: As of June 30, 2023,
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, 2023, were as follows:
| |
Non-Expiring
Short-Term | | |
Non-Expiring
Long-Term | |
| |
$ | 350,772 | | |
$ | 20,319,025 | |
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, 2023, was as follows:
Cost of investments for income tax purposes | |
$ | 330,538,464 | |
Gross appreciation on investments (excess of value over tax cost) | |
| 3,930,964 | |
Gross depreciation on investments (excess of tax cost over value) | |
| (19,179,900 | ) |
Net unrealized depreciation on investments | |
$ | (15,248,936 | ) |
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-mark
on futures contracts.
8. INVESTMENT TRANSACTIONS
Investment transactions for the year ended
June 30, 2023, excluding short-term investments, were as follows:
| |
Purchases | | |
Sales | |
| |
$ | 621,731,408 | | |
$ | 621,278,003 | |
Annual Report | June 30, 2023 |
35 |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Notes to Financial Statements | June 30, 2023 |
9. 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 was initially 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 July 25, 2019, 19,739,247 shares were
issued in connection with the Fund’s initial public offering. Proceeds from the sale of shares was $394,784,940.
The Fund had issued and outstanding 19,739,628 shares of common
stock at June 30, 2023.
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.
10. 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.
11. SUBSEQUENT EVENTS
Subsequent to June 30, 2023, the Fund paid the following distributions:
Ex-Date |
Record Date |
Payable Date |
Rate (per share) |
July 13, 2023 |
July 14, 2023 |
July 31, 2023 |
$0.0911 |
August 14, 2023 |
August 15, 2023 |
August 31, 2023 |
$0.0911 |
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.
36 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Report of Independent Registered Public Accounting Firm |
June 30, 2023 |
To the Shareholders and Board of Directors
of
RiverNorth Managed Duration 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 Managed Duration Municipal Income Fund, Inc. (the
“Fund”) as of June 30, 2023, 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 related notes, and the financial highlights for
the years ended June 30, 2023, 2022, 2021, and for the period July 25, 2019 (commencement of operations) to June 30, 2020 (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, 2023, 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 the
years ended June 30, 2023, 2022, 2021, and for the period July 25, 2019 (commencement of operations) to June 30, 2020, 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, 2023, 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.
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COHEN & COMPANY, LTD.
Cleveland, Ohio
August 25, 2023
Annual Report | June 30, 2023 |
37 |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Dividend Reinvestment Plan |
June 30, 2023 (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 Systems, Inc. (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.
38 |
(888) 848-7569 | www.rivernorth.com |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Dividend Reinvestment Plan |
June 30, 2023 (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. See “U.S. Federal Income Tax Matters” below. 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, 2023 |
39 |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (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, 2022 (the “prior disclosure date”). This information may not reflect all of the changes that have occurred since
you purchased the Fund.
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. In addition, under normal market conditions, the Fund will seek to maintain Managed
Assets with a weighted average effective duration that is within three years of the weighted average effective duration of the
Bloomberg U.S. Municipal Bond Index.
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. RiverNorth Capital Management, LLC (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.
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RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
Tactical Municipal CEF 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 MacKay Shields LLC (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.
Annual Report | June 30, 2023 |
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RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
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).
Managed Duration Strategy. The Adviser
and the Subadviser may use various techniques to manage the duration of the Fund’s portfolio in an attempt to mitigate the
risks associated with changes in interest rates. Under normal market conditions, the Fund will seek to maintain Managed Assets
with a weighted average effective duration (excluding effects of leverage) that targets the weighted average effective duration
of the Bloomberg U.S. Municipal Bond Index, a widely recognized municipal bond index (the “Index”), primarily through
its investments in Municipal Bonds and Underlying Funds as well as through short positions in U.S. Treasury futures contracts (as
discussed below). As a result of, among other things, changing market conditions and differences between the Fund’s portfolio
and the Index, the Fund believes it will generally be able to maintain a weighted average effective duration that is within
three years of the weighted average effective duration of the Index. However, under certain market conditions and from time to
time for the reasons described below, the Fund’s duration may be outside of such range. In addition, if the effect of the
Fund’s use of leverage was included in calculating duration, it could result in a longer duration for the Fund. The Fund
may invest in bonds of any maturity, whether directly through Municipal Bonds or indirectly through Underlying Funds.
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RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
Effective duration is a mathematical calculation
of the sensitivity of the price of a bond to changes in interest rates, measuring a bond’s expected life on a present value
basis, taking into account the bond’s yield, interest payments, final maturity and, in the case of a bond with an embedded
option (e.g., the right of the issuer to call the bond prior to maturity, or a sinking fund schedule), the probability that the
option will be exercised. The longer the effective duration of a bond or a group of bonds, the more sensitive the bond or group
of bonds is to changes in interest rates; the shorter the duration, the less sensitive the bond or group of bonds is to such changes.
In general, each year of duration represents an expected 1% change in the value of a bond for every 1% immediate change in interest
rates. For example, if the Fund’s portfolio has an average effective duration of five years, its value would be expected
to fall by approximately 5% if interest rates rise by 1%. Conversely, the portfolio’s value would be expected to rise about
5% if interest rates fell by 1%.
The Adviser and the Subadviser invest with
a view to managing the duration of the Fund. However, the calculation of the Fund’s weighted average effective duration will
be contingent upon the Adviser’s ability to adequately determine the weighted average effective duration of each of the Underlying
Funds in which it invests, which will inherently be limited as the Adviser’s determination will primarily depend on reporting
by such Underlying Funds. Such Underlying Fund reporting will likely be on a delayed basis and could be subject to incomplete or
inaccurate information that may not be readily apparent to the Adviser. As a result, the Fund cannot guarantee the precise overall
weighted average effective duration of its portfolio at any given point in time and this limitation could cause the Fund’s
weighted average effective duration to be outside of its targeted duration range.
In addition, the Adviser and Subadviser
may use short sales and derivatives such as options, futures contracts, options on futures contracts, and swaps (collectively,
“Hedging Positions”) to manage the duration of the Fund. Such 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. The Fund anticipates using short positions primarily on U.S.
Treasury futures contracts. The Fund will not engage in any short sales of securities issued by CEFs.
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 do not count toward the 50%-75% of the Fund’s assets allocated to Municipal
Bonds.
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.
Annual Report | June 30, 2023 |
43 |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
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 the Fund’s common shareholders (the “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
the Fund’s common shares (“Common Shares”) and preferred shares (“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.
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RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
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.
Annual Report | June 30, 2023 |
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RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
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, a 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.
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RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
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.
Use of Leverage
This section has been updated since the
prior disclosure date to include disclosures regarding the Pershing Facility (defined below) and to reflect certain non-material
disclosure updates.
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. On December 24, 2020, the Fund entered into
a credit agreement for 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 90 basis points for a term of 60 calendar days. On March 28, 2022, the Fund entered into an amendment to the
Pershing Facility that revised the interest rate to the overnight bank funding rate plus 80 basis points. The average principal
balance and interest rate for the period during which the credit facility was utilized for the year ended June 30, 2023 was approximately
$11,720,365 and 4.65%, respectively. At June 30, 2023, the principal balance outstanding was $0 at an interest rate of 5.87%.
The Fund currently utilizes leverage 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.
Annual Report | June 30, 2023 |
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RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
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. 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.
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 shareholders 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 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. However, to the extent that
the Fund enters into offsetting transactions or owns positions covering its obligations, the leveraging effect is expected to be
reduced or eliminated.
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.
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RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
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).
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.
Annual Report | June 30, 2023 |
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RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
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.
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 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 40.45% of Managed Assets as of June 30, 2023. Asset coverage from tender option bond transactions was 247%. Borrowings
under the Pershing Facility initially bore interest at the overnight bank funding rate plus 90 basis points for a term of 60 calendar
days. On March 28, 2022, the Fund entered into an amendment to the Pershing Facility that revised the interest rate to the overnight
bank funding rate plus 80 basis points. As of June 30, 2023, total annual interest rate on the Pershing Facility was 5.87% of the
principal amount outstanding, while 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, 2023 was 3.27% of the note obligation outstanding. The total
weighted average cost of the leverage outstanding as of June 30, 2023 (inclusive of the Pershing Facility and leverage attended
through the use of tender option bond transactions) was 3.27% of the principal amount outstanding.
Assuming that the Fund’s leverage
costs remain as described above (at an assumed annual cost of 3.27% 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 1.32%.
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 40.45% of the Fund’s
Managed Assets and the Fund’s assumed annual leverage costs rate of 3.27% of the principal amounts outstanding.
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RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
Assumed Portfolio Return |
-10.00% |
-5.00% |
0.00% |
5.00% |
10.00% |
Common Share Total Return |
-19.02% |
-10.62% |
-2.22% |
6.18% |
14.57% |
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.
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.
Annual Report | June 30, 2023 |
51 |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
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.
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RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
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.
Annual Report | June 30, 2023 |
53 |
RiverNorth Managed Duration Municipal
Income Fund, Inc.
Summary of Updated Information Regarding the Fund | June 30, 2023 (Unaudited) |
Interest Rate Risk. Generally, when
market interest rates rise, bond prices fall, and vice versa. Interest rate risk is the risk that the municipal securities in the
Fund’s portfolio will decline in value because of increases in market interest rates. As interest rates decline, issuers
of municipal securities may prepay principal earlier than scheduled, forcing the Fund to reinvest in lower-yielding municipal securities
and potentially reducing the Fund’s income. As interest rates increase, slower than expected principal payments may extend
the average life of municipal securities, potentially locking in a below-market interest rate and reducing the Fund’s value.
In typical market interest rate environments, the prices of longer-term municipal securities generally fluctuate more than prices
of shorter-term municipal securities as interest rates change.
Interest rates in the United States and
many other countries have risen in recent periods and may continue to rise in the future. Additionally, as a result of increasing
interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant
decline in value relative to deposits and liabilities, which coupled with general economic headwinds resulting from a changing
interest rate environment, creates liquidity pressures at such institutions, as evidenced by the bank run on the Silicon Valley
Bank Financial Group (“SVB”) causing it to be placed into receivership. As a result, certain sectors of the credit
markets could experience significant declines in liquidity, and it is possible that the Fund (or an Investment Fund) will not be
able to manage this risk effectively. It is yet to be determined how the bank run on SVB will fully impact the overall performance
of the Fund or one or more of its portfolio investments and how similar events may affect the ability of the Fund to execute its
investment strategy.
LIBOR Risk. Certain
of the Fund's or Underlying Funds’ investments, payment obligations and financing terms may be based on floating rates,
such as LIBOR, Euro Interbank Offered Rate and other similar types of reference rates. In July of 2017, the head of the
United Kingdom Financial Conduct Authority (“FCA”) announced a desire to phase out the use of LIBOR at the end of
2021. Most LIBOR settings are no longer published as of December 31, 2021. Overnight and 12-month U.S. dollar LIBOR settings
permanently ceased after publication on June 30, 2021. 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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RiverNorth
Managed Duration Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2023 (Unaudited) |
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. The inclusion of SOFR Risk is a change since the prior disclosure date.
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.
Annual Report
| June 30, 2023 |
55 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2023 (Unaudited) |
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.
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RiverNorth
Managed Duration Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2023 (Unaudited) |
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.
Annual Report
| June 30, 2023 |
57 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2023 (Unaudited) |
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 and Underlying Funds may be adversely affected by uncertainties
and events around the world, such as terrorism, political developments, and changes in government policies, taxation, restrictions
on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of the
countries in which they are invested. Assets of issuers, including those held in the Fund’s or an Underlying Fund’s
portfolio, could be direct targets, or indirect casualties, of an act of terrorism.
In
February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat
of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative
impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on
Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact
on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict
and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related
events could have a significant impact on Fund performance and the value of Fund investments.
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.
58 |
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RiverNorth
Managed Duration Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2023 (Unaudited) |
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. Since the
prior disclosure date, the Fund has added the risk disclosures related to climate change.
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. 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.
Annual Report
| June 30, 2023 |
59 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2023 (Unaudited) |
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 July 25, 2031 (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.
60 |
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RiverNorth
Managed Duration Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2023 (Unaudited) |
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 an 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.
Annual Report
| June 30, 2023 |
61 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2023 (Unaudited) |
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.
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 Common 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.
62 |
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RiverNorth
Managed Duration Municipal Income Fund, Inc.
Summary of Updated Information Regarding the Fund |
June 30, 2023 (Unaudited) |
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.
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.
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.
Annual Report
| June 30, 2023 |
63 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Directors & Officers |
June 30, 2023 (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 2019. |
Founder,
Special Counsel, Law Office of John K. Carter, P.A. (a general practice and corporate law firm) (2015 to present). |
11
|
Carillon
Mutual Funds (16 funds) (2016 to present); RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (1 fund) (2016 to
present); RiverNorth Funds (3 funds) (2013 to present); RiverNorth Opportunities Fund, Inc. (1 fund) (2013 to present);
RiverNorth Opportunistic Municipal Income Fund, Inc. (1 fund) (2018 to present); RiverNorth Flexible Municipal Income
Fund, Inc. (1 fund) (2020 to present); RiverNorth Flexible Municipal Income Fund II, Inc. (1 fund) (2021 to present);
RiverNorth Managed Duration Municipal Income Fund II, Inc. (1 fund) (2022 to present); RiverNorth Capital and Income
Fund, Inc. (1 fund) (2015 to present). |
64 |
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RiverNorth
Managed Duration Municipal Income Fund, Inc.
Directors & Officers |
June 30, 2023 (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 |
J. Wayne
Hutchens
(1944) |
Director
|
Current
term expires in 2025. Has served since 2019. |
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); RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (1 fund) (2018 to present);
RiverNorth Funds (3 funds) (2021 to present); RiverNorth Opportunities Fund, Inc. (1 fund) (2013 to present); RiverNorth Opportunistic
Municipal Income Fund, Inc. (1 fund) (2018 to present); RiverNorth Flexible Municipal Income Fund, Inc. (1 fund) (2020 to
present); RiverNorth Flexible Municipal Income Fund II, Inc. (1 fund) (2021 to present); RiverNorth Managed Duration Municipal
Income Fund II, Inc. (1 fund) (2022 to present); RiverNorth Capital and Income Fund, Inc. (1 fund) (2018 to present). |
Annual Report
| June 30, 2023 |
65 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Directors & Officers |
June 30, 2023 (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 |
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 of TIFIN (a fintech software company) (2020 to 2022); Senior Vice
President of ALPS Fund Services, LLC (1998 to 2017). |
8 |
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (1 fund) (2022 to present);
RiverNorth Opportunities Fund, Inc. (1 fund) (2022 to present); RiverNorth Opportunistic Municipal Income Fund, Inc. (1
fund) (2022 to present); RiverNorth Flexible Municipal Income Fund, Inc. (1 fund) (2022 to present); RiverNorth Flexible
Municipal Income Fund II, Inc. (1 fund) (2022 to present); RiverNorth Managed Duration Municipal Income Fund II, Inc. (1
fund) (2022 to present); RiverNorth Capital and Income Fund, Inc. (1 fund) (2022 to present). |
66 |
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RiverNorth
Managed Duration Municipal Income Fund, Inc.
Directors & Officers |
June 30, 2023 (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 2019.
|
Founder & Managing Partner, SwanDog Strategic
Marketing (2006 to present). |
11 |
Managed Portfolio Series (31 funds) (2011 to
present); Managed Portfolio Series (33 funds) (2011 to present); ALPS Variable Investment Trust (7 funds) (2006 to
present); RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (1 fund) (2018 to present); RiverNorth Funds (3 funds)
(2018 to present); RiverNorth Opportunities Fund, Inc. (1 fund) (2013 to present); RiverNorth Opportunistic Municipal
Income Fund, Inc. (1 fund) (2018 to present); RiverNorth Flexible Municipal Income Fund, Inc. (1 fund) (2020 to present);
RiverNorth Flexible Municipal Income Fund II, Inc. (1 fund) (2021 to present); RiverNorth Managed Duration Municipal
Income Fund II, Inc. (1 fund) (2022 to present); RiverNorth Capital and Income Fund, Inc. (1 fund) (2018 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. |
Annual Report
| June 30, 2023 |
67 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Directors & Officers |
June 30, 2023 (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 2023. Has served since
2019. |
Chief Executive Officer, RiverNorth Capital
Management, LLC (2020 to present); Chief Investment Officer, RiverNorth Capital Management, LLC (2004 to present). |
11 |
RiverNorth/DoubleLine Strategic Opportunity
Fund, Inc. (1 fund) (2016 to present); RiverNorth Funds (3 funds) (2006 to present); RiverNorth Opportunities Fund, Inc. (1
fund) (2013 to present); RiverNorth Opportunistic Municipal Income Fund, Inc. (1 fund) (2018 to present); RiverNorth Flexible
Municipal Income Fund, Inc. (1 fund) (2020 to present); RiverNorth Flexible Municipal Income Fund II, Inc. (1 fund) (2021
to present); RiverNorth Managed Duration Municipal Income Fund II, Inc. (1 fund) (2022 to present); RiverNorth Capital and
Income Fund, Inc. (1 fund) (2015 to present). |
68 |
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RiverNorth
Managed Duration Municipal Income Fund, Inc.
Directors & Officers |
June 30, 2023 (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 |
Jerry R. Raio
(1964)4 |
Interested Director |
Current term expires in 2023. Has served since 2019. |
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 |
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (1 fund) (2018 to present);
RiverNorth Funds (3 funds) (2022 to present); RiverNorth Opportunities Fund, Inc. (1 fund) (2019 to present); RiverNorth
Opportunistic Municipal Income Fund, Inc. (1 fund) (2018 to present); RiverNorth Flexible Municipal Income Fund, Inc. (1
fund) (2020 to present); RiverNorth Flexible Municipal Income Fund II, Inc. (1 fund) (2021 to present); RiverNorth Managed
Duration Municipal Income Fund II, Inc. (1 fund) (2022 to present); RiverNorth Capital and Income Fund, Inc. (1 fund) (2018
to present). |
Jonathan M. Mohrhardt
(1974) |
Treasurer and Chief Financial Officer |
Indefinite. Has served since inception. |
President, RiverNorth Capital Management, LLC (since 2020); Chief Operating Officer, RiverNorth Capital Management, LLC (2011 to present). |
N/A |
N/A |
Annual Report
| June 30, 2023 |
69 |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Directors & Officers |
June 30, 2023 (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 |
Marcus L. Collins
(1968) |
Chief Compliance Officer; Secretary |
Indefinite. Has served since inception. |
General Counsel, RiverNorth Capital Management, LLC (2012 to present); Chief Compliance Officer, RiverNorth Capital Management, LLC (2012 to present). |
N/A |
N/A |
| 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.
70 |
(888) 848-7569 |
www.rivernorth.com |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
Additional Information |
June 30, 2023 (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 is
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 Securities and Exchange Commission (“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 must be filed within
60 days of the end of the quarter. The Fund’s Forms N-PORT filing 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 calendar year ended December 31, 2022, 95.74% of the distributions from net investment income for the RiverNorth Managed Duration
Municipal Income Fund, Inc. were exempt from federal income tax.
In
early 2023, if applicable, shareholders of record received this information for the distributions paid to them by the Funds during
the calendar year 2022 via Form 1099. The Funds will notify shareholders in early 2024 of amounts paid to them by the Funds, if
any, during the calendar year 2023.
Annual Report | June 30,
2023 |
71 |
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 Managed Duration 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 Managed Duration Municipal Income Fund (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’s Code of Ethics is attached as Exhibit 13(a)(1) hereto. |
| 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, 2023 and June 30, 2022 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 $27,500 and $27,500, respectively. |
| (b) | Audit-Related
Fees: For the registrant’s fiscal years ended June 30, 2023 and June 30, 2022,
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 $3,283 and $933, 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, 2023 and June 30, 2022,
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, 2023 and June 30,
2022, 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,
2023 and June 30, 2022 were $0 and $0, respectively. For the fiscal years ended June
30, 2023 and June 30, 2022, Cohen did not bill the Registrant for products and services
other than the services reported above. |
| Item
5. | Audit
Committee of Listed Registrants. |
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
| Item
6. | Schedule
of Investments. |
| (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. | Disclosure
of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Attached,
as Exhibit 13(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
8. | 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 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 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 January 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, 2023, 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, 2023 |
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
$3.47B
|
0
$0
|
4
$951M
|
4
$951M
|
10
$91.2M
|
10
$91.2M
|
Stephen
O’Neill |
11
$3.45B
|
0
$0
|
4
$951M
|
4
$951M
|
10
$91.2M
|
10
$91.2M
|
Robert
DiMella |
17
$31,297,833,900
|
0
$0
|
9
$10,861,287,343
|
2
$793,711,988
|
85
$25,169,751,601
|
2
$604,085,337
|
John
Loffredo |
15
$27,597,927,357
|
0
$0
|
9
$10,861,287,343
|
2
$793,711,988
|
85
$25,169,751,601
|
2
$604,085,337
|
Michael
Petty |
18
$28,502,894,746
|
0
$0
|
9
$10,861,287,343
|
2
$793,711,988
|
85
$25,169,751,601
|
2
$604,085,337
|
Scott
Sprauer |
18
$26,875,160,436
|
0
$0
|
9
$10,861,287,343
|
2
$793,711,988
|
85
$25,169,751,601
|
2
$604,085,337
|
David
Dowden |
18
$32,061,101,703
|
0
$0
|
9
$10,861,287,343
|
2
$793,711,988
|
85
$25,169,751,601
|
2
$604,085,337
|
Robert
Burke |
7
$5,434,647,634
|
0
$0
|
9
$10,861,287,343
|
2
$793,711,988
|
85
$25,169,751,601
|
2
$604,085,337
|
John
Lawlor |
13
$8,518,103,687
|
0
$0
|
9
$10,861,287,343
|
2
$793,711,988
|
85
$25,169,751,601
|
2
$604,085,337
|
(a)(3) Compensation
of Portfolio Managers and Material Conflicts of Interest
Adviser
Compensation
As
of June 30, 2023, Mr. Galley’s and Mr. O’Neill’s total compensation includes a base salary fixed from year to
year and a variable performance bonus consisting of cash incentives. The amounts paid to Mr. Galley and Mr. O’Neill are
based on a percentage of the fees earned by the Adviser from managing the Fund and other investment accounts. The performance
bonus reflects individual performance of the funds managed by the portfolio managers and the performance of the Adviser’s
business as a whole. Mr. Galley and Mr. O’Neill also participate in a 401K program on the same basis as other officers of
the Adviser.
Subadviser
Compensation
As
of June 30, 2023, 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 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, 2023.
Name
of Portfolio Manager |
Dollar
Range of Equity Securities of the Fund |
Patrick
W. Galley |
$50,001
– $100,000 |
Stephen
A. O’Neill |
$0 |
Robert
DiMella |
$0 |
John
Loffredo |
$0 |
Michael
Petty |
$0 |
Scott
Sprauer |
$0 |
David
Dowden |
$10,001-$50,000 |
Robert
Burke |
$0 |
John
Lawlor |
$0 |
| Item
9. | 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
10. | 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
11. | 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
12. | Disclosure
of Securities Lending Activities for Closed-End Management Investment Companies. |
Not
applicable.
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 Managed Duration Municipal Income Fund, Inc.
By: |
/s/
Patrick W. Galley |
|
Name: |
Patrick
W. Galley |
|
Title: |
President |
|
|
|
|
Date: |
September
7, 2023 |
|
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 |
|
|
|
|
Date: |
September
7, 2023 |
|
By: |
/s/
Jonathan M. Mohrhardt |
|
Name: |
Jonathan
M. Mohrhardt |
|
Title: |
Treasurer
and Chief Financial Officer |
|
|
|
|
Date: |
September
7, 2023 |
|
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.
Policies
and Procedures Database - RiverNorth Opportunistic Municipal Income Fund
Each Covered Officer must:
| · | 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. |
Policies and Procedures Database - RiverNorth Opportunistic Municipal Income Fund
| 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. |
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.
Policies and Procedures Database - RiverNorth Opportunistic Municipal Income Fund
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
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 Managed Duration 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
7, 2023 |
/s/
Patrick W. Galley |
|
|
|
Patrick
W. Galley |
|
|
|
President |
|
I,
Jonathan M. Mohrhardt, certify that:
1. I
have reviewed this report on Form N-CSR of RiverNorth Managed Duration 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 7,
2023 |
/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, 2023 of RiverNorth Managed Duration Municipal Income Fund, Inc. (the “Company”).
I,
Patrick W. Galley, the President 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 7,
2023 |
/s/
Patrick W. Galley |
|
|
|
Patrick W. Galley |
|
|
|
President |
|
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, 2023 of RiverNorth Managed Duration 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 7,
2023 |
/s/
Jonathan M. Mohrhardt |
|
|
|
Jonathan M. Mohrhardt |
|
|
|
Treasurer and Chief Financial Officer |
|
|
|
|
|
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.
RiverNorth Combined Closed-End Fund Board Meetings - Combined Board of Directors Agenda Items
Section 18 - Proxy Voting
RiverNorth Capital Management,
LLC
PROXY VOTING POLICIES AND PROCEDURES
Pursuant to the recent
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 Capital) 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
Capital will not vote proxies for these clients. However, RiverNorth Capital will vote proxies on behalf of investment company clients
and hedge fund clients ("Funds"). RiverNorth Capital has instructed all custodians, other than Fund custodians, to forward proxies
directly to its clients, and if RiverNorth Capital accidentally receives a proxy for any non-Fund client, current or former, the Chief
Compliance Officer will promptly forward the proxy to the client. In order to fulfill its responsibilities to Funds, RiverNorth Capital
Management, LLC (hereinafter “we” or “our”) has adopted the following policies and procedures for proxy voting
with regard to companies in any Fund's investment portfolios.
OVERVIEW
The Proxy Voting Policies
and Procedures are designed to protect the best interests of the Funds in which we vote proxies on behalf of. 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, we will
pay particular attention to the following matters in exercising our proxy voting responsibilities as a fiduciary for clients and 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.
RiverNorth
Combined Closed-End Fund Board Meetings - Combined Board of Directors Agenda Items
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
We generally believe
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, we rely 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, we may seek insight from our 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 client/fund, on the one hand, and our interests or the interests of a person
affiliated with us, on the other. In such a case, we 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. |
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.
RiverNorth
Combined Closed-End Fund Board Meetings - Combined Board of Directors Agenda Items
Approval of Independent Auditors
We believe 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.
We 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
We believe 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.
We 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:
| 1. | Requiring senior executives to hold stock in a company. |
| 2. | 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
We view 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, we generally believe 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.
We will generally
support the ability of shareholders to cumulate their votes for the election of directors.
Shareholder Rights Plans
While we recognize
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 we generally consider to have a negative impact on shareholder value. Therefore, while we will evaluate
such plans on a case by case basis, we will generally oppose such plans.
RiverNorth
Combined Closed-End Fund Board Meetings - Combined Board of Directors Agenda Items
PROXY SERVICE PROVIDER OVERSIGHT
We use Broadridge
as our third-party service provider for voting proxies. Broadridge, as a RiverNorth service provider, is monitored by RiverNorth through
its proxy service and undergoes an initial and annual 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 annual 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. We will send a copy
of these Proxy Voting Policies and Procedures within three business days of receipt of a request, by first-class mail or other means designed
to ensure equally prompt delivery. In addition, we 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 or his designee shall obtain periodic affirmations from employees responsible for voting proxies that all
outstanding proxies for the prior month have been voted. On a periodic basis, the Chief Compliance Officer or his designee shall review
a sample of all proxies for compliance with these procedures.
v3.23.2
N-2
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12 Months Ended |
Jun. 30, 2023 |
Cover [Abstract] |
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Entity Central Index Key |
0001771226
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Amendment Flag |
false
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Entity Inv Company Type |
N-2
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Document Type |
N-CSR
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Entity Registrant Name |
RiverNorth
Managed Duration Municipal Income Fund, Inc.
|
General Description of Registrant [Abstract] |
|
Investment Objectives and Practices [Text Block] |
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. In addition, under normal market conditions, the Fund will seek to maintain Managed
Assets with a weighted average effective duration that is within three years of the weighted average effective duration of the
Bloomberg U.S. Municipal Bond Index.
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. RiverNorth Capital Management, LLC (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 CEF 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 MacKay Shields LLC (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).
Managed Duration Strategy. The Adviser
and the Subadviser may use various techniques to manage the duration of the Fund’s portfolio in an attempt to mitigate the
risks associated with changes in interest rates. Under normal market conditions, the Fund will seek to maintain Managed Assets
with a weighted average effective duration (excluding effects of leverage) that targets the weighted average effective duration
of the Bloomberg U.S. Municipal Bond Index, a widely recognized municipal bond index (the “Index”), primarily through
its investments in Municipal Bonds and Underlying Funds as well as through short positions in U.S. Treasury futures contracts (as
discussed below). As a result of, among other things, changing market conditions and differences between the Fund’s portfolio
and the Index, the Fund believes it will generally be able to maintain a weighted average effective duration that is within
three years of the weighted average effective duration of the Index. However, under certain market conditions and from time to
time for the reasons described below, the Fund’s duration may be outside of such range. In addition, if the effect of the
Fund’s use of leverage was included in calculating duration, it could result in a longer duration for the Fund. The Fund
may invest in bonds of any maturity, whether directly through Municipal Bonds or indirectly through Underlying Funds.
Effective duration is a mathematical calculation
of the sensitivity of the price of a bond to changes in interest rates, measuring a bond’s expected life on a present value
basis, taking into account the bond’s yield, interest payments, final maturity and, in the case of a bond with an embedded
option (e.g., the right of the issuer to call the bond prior to maturity, or a sinking fund schedule), the probability that the
option will be exercised. The longer the effective duration of a bond or a group of bonds, the more sensitive the bond or group
of bonds is to changes in interest rates; the shorter the duration, the less sensitive the bond or group of bonds is to such changes.
In general, each year of duration represents an expected 1% change in the value of a bond for every 1% immediate change in interest
rates. For example, if the Fund’s portfolio has an average effective duration of five years, its value would be expected
to fall by approximately 5% if interest rates rise by 1%. Conversely, the portfolio’s value would be expected to rise about
5% if interest rates fell by 1%.
The Adviser and the Subadviser invest with
a view to managing the duration of the Fund. However, the calculation of the Fund’s weighted average effective duration will
be contingent upon the Adviser’s ability to adequately determine the weighted average effective duration of each of the Underlying
Funds in which it invests, which will inherently be limited as the Adviser’s determination will primarily depend on reporting
by such Underlying Funds. Such Underlying Fund reporting will likely be on a delayed basis and could be subject to incomplete or
inaccurate information that may not be readily apparent to the Adviser. As a result, the Fund cannot guarantee the precise overall
weighted average effective duration of its portfolio at any given point in time and this limitation could cause the Fund’s
weighted average effective duration to be outside of its targeted duration range.
In addition, the Adviser and Subadviser
may use short sales and derivatives such as options, futures contracts, options on futures contracts, and swaps (collectively,
“Hedging Positions”) to manage the duration of the Fund. Such 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. The Fund anticipates using short positions primarily on U.S.
Treasury futures contracts. The Fund will not engage in any short sales of securities issued by CEFs.
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 do not count toward the 50%-75% of the Fund’s assets allocated to Municipal
Bonds.
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.
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 the Fund’s common shareholders (the “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
the Fund’s common shares (“Common Shares”) and preferred shares (“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, a 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.
|
Risk Factors [Table Text Block] |
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.
Interest Rate Risk. Generally, when
market interest rates rise, bond prices fall, and vice versa. Interest rate risk is the risk that the municipal securities in the
Fund’s portfolio will decline in value because of increases in market interest rates. As interest rates decline, issuers
of municipal securities may prepay principal earlier than scheduled, forcing the Fund to reinvest in lower-yielding municipal securities
and potentially reducing the Fund’s income. As interest rates increase, slower than expected principal payments may extend
the average life of municipal securities, potentially locking in a below-market interest rate and reducing the Fund’s value.
In typical market interest rate environments, the prices of longer-term municipal securities generally fluctuate more than prices
of shorter-term municipal securities as interest rates change.
Interest rates in the United States and
many other countries have risen in recent periods and may continue to rise in the future. Additionally, as a result of increasing
interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant
decline in value relative to deposits and liabilities, which coupled with general economic headwinds resulting from a changing
interest rate environment, creates liquidity pressures at such institutions, as evidenced by the bank run on the Silicon Valley
Bank Financial Group (“SVB”) causing it to be placed into receivership. As a result, certain sectors of the credit
markets could experience significant declines in liquidity, and it is possible that the Fund (or an Investment Fund) will not be
able to manage this risk effectively. It is yet to be determined how the bank run on SVB will fully impact the overall performance
of the Fund or one or more of its portfolio investments and how similar events may affect the ability of the Fund to execute its
investment strategy.
LIBOR Risk. Certain
of the Fund's or Underlying Funds’ investments, payment obligations and financing terms may be based on floating rates,
such as LIBOR, Euro Interbank Offered Rate and other similar types of reference rates. In July of 2017, the head of the
United Kingdom Financial Conduct Authority (“FCA”) announced a desire to phase out the use of LIBOR at the end of
2021. Most LIBOR settings are no longer published as of December 31, 2021. Overnight and 12-month U.S. dollar LIBOR settings
permanently ceased after publication on June 30, 2021. 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. The inclusion of SOFR Risk is a change since the prior disclosure date.
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 and Underlying Funds may be adversely affected by uncertainties
and events around the world, such as terrorism, political developments, and changes in government policies, taxation, restrictions
on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of the
countries in which they are invested. Assets of issuers, including those held in the Fund’s or an Underlying Fund’s
portfolio, could be direct targets, or indirect casualties, of an act of terrorism.
In
February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat
of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative
impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on
Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact
on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict
and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related
events could have a significant impact on Fund performance and the value of Fund investments.
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. Since the
prior disclosure date, the Fund has added the risk disclosures related to climate change.
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. 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 July 25, 2031 (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 an 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.
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 Common 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.
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.
|
Effects of Leverage [Text Block] |
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 40.45% of Managed Assets as of June 30, 2023. Asset coverage from tender option bond transactions was 247%. Borrowings
under the Pershing Facility initially bore interest at the overnight bank funding rate plus 90 basis points for a term of 60 calendar
days. On March 28, 2022, the Fund entered into an amendment to the Pershing Facility that revised the interest rate to the overnight
bank funding rate plus 80 basis points. As of June 30, 2023, total annual interest rate on the Pershing Facility was 5.87% of the
principal amount outstanding, while 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, 2023 was 3.27% of the note obligation outstanding. The total
weighted average cost of the leverage outstanding as of June 30, 2023 (inclusive of the Pershing Facility and leverage attended
through the use of tender option bond transactions) was 3.27% of the principal amount outstanding.
Assuming that the Fund’s leverage
costs remain as described above (at an assumed annual cost of 3.27% 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 1.32%.
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 40.45% of the Fund’s
Managed Assets and the Fund’s assumed annual leverage costs rate of 3.27% of the principal amounts outstanding.
Assumed Portfolio Return |
-10.00% |
-5.00% |
0.00% |
5.00% |
10.00% |
Common Share Total Return |
-19.02% |
-10.62% |
-2.22% |
6.18% |
14.57% |
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.
|
Effects of Leverage [Table Text Block] |
Assumed Portfolio Return |
-10.00% |
-5.00% |
0.00% |
5.00% |
10.00% |
Common Share Total Return |
-19.02% |
-10.62% |
-2.22% |
6.18% |
14.57% |
|
Return at Minus Ten [Percent] |
(19.02%)
|
Return at Minus Five [Percent] |
(10.62%)
|
Return at Zero [Percent] |
(2.22%)
|
Return at Plus Five [Percent] |
6.18%
|
Return at Plus Ten [Percent] |
14.57%
|
Effects of Leverage, Purpose [Text Block] |
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 40.45% of the Fund’s
Managed Assets and the Fund’s assumed annual leverage costs rate of 3.27% of the principal amounts outstanding.
|
Investment And Market Risks [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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.
|
Interest Rate Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Interest Rate Risk. Generally, when
market interest rates rise, bond prices fall, and vice versa. Interest rate risk is the risk that the municipal securities in the
Fund’s portfolio will decline in value because of increases in market interest rates. As interest rates decline, issuers
of municipal securities may prepay principal earlier than scheduled, forcing the Fund to reinvest in lower-yielding municipal securities
and potentially reducing the Fund’s income. As interest rates increase, slower than expected principal payments may extend
the average life of municipal securities, potentially locking in a below-market interest rate and reducing the Fund’s value.
In typical market interest rate environments, the prices of longer-term municipal securities generally fluctuate more than prices
of shorter-term municipal securities as interest rates change.
Interest rates in the United States and
many other countries have risen in recent periods and may continue to rise in the future. Additionally, as a result of increasing
interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant
decline in value relative to deposits and liabilities, which coupled with general economic headwinds resulting from a changing
interest rate environment, creates liquidity pressures at such institutions, as evidenced by the bank run on the Silicon Valley
Bank Financial Group (“SVB”) causing it to be placed into receivership. As a result, certain sectors of the credit
markets could experience significant declines in liquidity, and it is possible that the Fund (or an Investment Fund) will not be
able to manage this risk effectively. It is yet to be determined how the bank run on SVB will fully impact the overall performance
of the Fund or one or more of its portfolio investments and how similar events may affect the ability of the Fund to execute its
investment strategy.
|
Libor Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
LIBOR Risk. Certain
of the Fund's or Underlying Funds’ investments, payment obligations and financing terms may be based on floating rates,
such as LIBOR, Euro Interbank Offered Rate and other similar types of reference rates. In July of 2017, the head of the
United Kingdom Financial Conduct Authority (“FCA”) announced a desire to phase out the use of LIBOR at the end of
2021. Most LIBOR settings are no longer published as of December 31, 2021. Overnight and 12-month U.S. dollar LIBOR settings
permanently ceased after publication on June 30, 2021. 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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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. The inclusion of SOFR Risk is a change since the prior disclosure date.
|
Inflation Deflation Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Market
Disruption, Geopolitical and Climate Change Risks. The Fund and Underlying Funds may be adversely affected by uncertainties
and events around the world, such as terrorism, political developments, and changes in government policies, taxation, restrictions
on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of the
countries in which they are invested. Assets of issuers, including those held in the Fund’s or an Underlying Fund’s
portfolio, could be direct targets, or indirect casualties, of an act of terrorism.
In
February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat
of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative
impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on
Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact
on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict
and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related
events could have a significant impact on Fund performance and the value of Fund investments.
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. Since the
prior disclosure date, the Fund has added the risk disclosures related to climate change.
|
Pandemic Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Swap
Risks. The Fund and the Underlying Funds may enter into various swap agreements. 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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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.
|
Market Discount [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
Limited
Term and Eligible Tender Offer Risk. The Fund is scheduled to terminate on or around July 25, 2031 (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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 an adverse effect on an investment in the Fund.
|
Asset Allocation Risk [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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.
|
Risks Associated With Additional Offerings [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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 Common 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 [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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.
|
Anti Takeover Provisions [Member] |
|
General Description of Registrant [Abstract] |
|
Risk [Text Block] |
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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RiverNorth Managed Durat... (NYSE:RMM)
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RiverNorth Managed Durat... (NYSE:RMM)
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부터 2월(2) 2024 으로 2월(2) 2025