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Allison M. Fumai
allison.fumai@dechert.com +1 212 698 3526 Direct +1 212 698 3599 Fax |
July 25, 2018
Securities and Exchange Commission
Washington, D.C. 20549
Attention: Dominic Minore, Division of Investment Management
| Re: | RiverNorth Opportunities Fund, Inc. File Nos. 333-225152; 811-22472 |
Dear Mr. Minore:
We are writing in response to telephonic comments provided on July 25, 2018 with respect to a registration statement (the “Registration Statement”) filed on Form N-2 under the Securities Act of 1933, as amended (“Securities Act”), and the Investment Company Act of 1940, as amended (“1940 Act”), on July 24, 2018 on behalf of RiverNorth Opportunities Fund, Inc. (the “Fund”), a closed-end investment company. The Fund has considered your comments and has authorized us to make the responses and changes discussed below to the registration statement on its behalf.
On behalf of the Fund, set forth below are the SEC staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.
Comment 1. Please confirm that the base prospectus that will be filed pursuant to Rule 497 will include additional disclosure to the section entitled “Plan of Distribution” stating that the transferable subscription rights offered by means of this prospectus and applicable prospectus supplement, including any related over-subscription privilege and any follow-on offering, if applicable, may be convertible or exchangeable into shares of common stock at a ratio not to exceed one share of common stock received for every three rights converted, exercised or exchanged on an aggregate basis such that the exercise of all rights in any transferable subscription rights offering will not cumulatively result in more than a 331/3 percentage increase in the outstanding shares of common stock of the Fund.
Response 1. The Fund hereby confirms that the base prospectus that will be filed pursuant to Rule 497 will include additional disclosure to the section entitled “Plan of Distribution” stating that the transferable subscription rights offered by means of this prospectus and applicable prospectus supplement, including any related over-subscription privilege and any follow-on offering, if applicable, may be convertible or exchangeable into shares of common stock at a ratio not to exceed one share of common stock received for every three rights converted, exercised or exchanged on an aggregate basis such that the exercise of all rights in any transferable subscription rights offering will not cumulatively result in more than a 331/3percentage increase in the outstanding shares of common stock of the Fund.
 | Mr. Dominic Minore July 25, 2018 Page2 |
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If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at 212-698-3526. Thank you.
| Sincerely, | ||
| /s/Allison M. Fumai | ||
| Allison M. Fumai |