John K. Carter
About John K. Carter
Independent Director of RSF; born 1961; director since 2015. Founder and Special Counsel at the Law Office of Osprey Law Firm P.A. (formerly Law Office of John K. Carter P.A.) since 2015. Brings mutual fund operations, compliance, and investment management legal expertise; prior roles include Business Unit Head at Transamerica Asset Management and service with the SEC and a large law firm. Oversees 11 portfolios across the fund complex and is designated “Independent Director.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Office of Osprey Law Firm P.A. | Founder, Special Counsel | 2015–present | Investment management attorney; compliance and corporate law focus |
| Transamerica Asset Management (Aegon N.V.) | Business Unit Head; Compliance Officer | Not disclosed | Oversaw servicing/operations/advisory for ~120 mutual funds |
| U.S. Securities and Exchange Commission | Attorney (prior service) | Not disclosed | Regulatory and compliance experience |
| Large law firm (prior private practice) | Investment management attorney | Not disclosed | Legal expertise supporting governance |
External Roles
| Organization | Role | Tenure/Details | Notes |
|---|---|---|---|
| Carillon Mutual Funds | Director | 2016–present; 16 funds | Other public fund directorship |
| RiverNorth Funds | Director | 3 funds (2013–Aug 2025); 2 funds (Aug 2025–present) | Fund family interlock |
| Fund Complex Portfolios Overseen | — | 11 portfolios | Breadth of oversight across complex |
Board Governance
- Independence: Classified as Independent Director; all standing committees are composed solely of Independent Directors.
- Committees: Member, Audit Committee; Member, Nominating & Corporate Governance Committee. Audit Committee Chair: J. Wayne Hutchens. Nominating & Corporate Governance Committee Chair: David M. Swanson.
- Committee “financial expert”: Hutchens and Lisa B. Mougin designated as audit committee financial experts.
- Board leadership: Chairman is an “interested” director (non-independent); mitigants include independent committee chairs and regular executive sessions with independent counsel/auditors.
- Meetings and attendance (FY ended Jun 30, 2025): Boards of RIV, RSF, RMI, RMM, RMMZ, RFM, RFMZ met 5 times; each director attended at least 75% of Board and applicable committee meetings. Directors are not required to attend annual stockholder meetings.
- Committee meeting frequency (FY ended Jun 30, 2025): Audit Committee met 3 times; Nominating & Corporate Governance Committee met 2 times.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer | $16,500 | Effective Jan 1, 2024 |
| Per quarterly Board meeting | $2,000 | Cash fee per meeting attended |
| Per special Board meeting | $1,500 | Cash fee per meeting attended |
| Lead Independent Director annual fee | $1,333 | Additional to retainer |
| Audit Committee Chair annual fee | $1,111 | Additional to retainer |
| Nominating & Corporate Governance Chair annual fee | $750 | Additional to retainer |
| RSF – FY compensation (John K. Carter) | $25,833 | For fiscal year ended June 30; paid by RSF (Adviser pays only for RIV, RMM, RMMZ, RFM, RFMZ) |
| Aggregate compensation – Fund Complex (John K. Carter) | $243,997 | Total across funds overseen |
Performance Compensation
- No equity or option awards for directors are disclosed; compensation consists of cash retainers/meeting fees.
Other Directorships & Interlocks
| Company/Complex | Role | Overlap/Interlock Detail |
|---|---|---|
| Carillon Mutual Funds (16 funds) | Director | External fund complex board seat |
| RiverNorth Funds (2–3 funds) | Director | Same adviser’s affiliated complexes; continuity since 2013 |
Expertise & Qualifications
- Fund operations and governance: Led servicing/operations/advisory for ~120 mutual funds at Transamerica; experience overseeing multiple sub-advisers.
- Legal and compliance: Investment management attorney; prior SEC experience; served as a compliance officer; prior chair of another fund complex.
Equity Ownership
| Fund | Dollar Range of Beneficial Ownership (John K. Carter) | Aggregate Dollar Range in Family of Investment Companies |
|---|---|---|
| RSF | $None | $None |
- Related-party/affiliate holdings: As of Dec 31, 2024, Independent Directors and their immediate families did not own securities of the Adviser or its affiliates; no transactions or relationships >$120,000 with the Adviser or affiliates in the past five years.
Governance Assessment
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Strengths
- Independent status; service since 2015 at RSF provides continuity.
- Deep mutual fund operations, legal, and compliance background; complements audit and nominating/governance work.
- Committees composed entirely of independent directors; independent committee chairs; executive sessions support oversight despite non-independent board chair.
- No related-party transactions or adviser/affiliate security holdings disclosed for Independent Directors (conflict risk reduced).
- Attendance at least 75% and regular committee meetings indicate baseline engagement.
-
Watch items / potential red flags
- $0 disclosed beneficial ownership in RSF and $0 aggregate across the family of funds may signal limited direct alignment (“skin in the game”) as a director.
- Board chaired by an “interested” director; while mitigated by independent committee structure, investors often prefer an independent chair for optics and independence.
- Multi-board workload (11 portfolios) can heighten time-commitment risk; monitor ongoing attendance and committee engagement.
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Compensation structure implications
- All-cash director compensation with modest retainers/meeting fees; no equity-linked incentives—supports independence but limits ownership alignment.
- For RSF specifically, compensation is paid by the Fund (not the Adviser), which can be viewed as standard for the listed funds not under the unified fee model.
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Compliance note
- Section 16/30(h) reporting: Funds disclose compliance with insider reporting requirements; exceptions noted relate to RiverNorth Strategic Holdings, LLC (late Form 3 for RSF and late Form 4 at OPP), not individual directors.