[GRAPHIC OMITTED] 2344 Spruce Street, Suite A
First Opportunity Fund, Inc. Boulder, Colorado 80302
www.firstopportunityfund.com
[303] 444-5483
Fax [303] 245.0420
EMAIL SCMILLER@BOULDERFUNDS.NET
March 10, 2010
VIA EDGAR, EMAIL AND FEDERAL EXPRESS
Vincent J. Di Stefano, Esq.
Senior Counsel
U.S. Securities & Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: First Opportunity Fund, Inc. (the "Fund")
Dear Mr. Di Stefano:
This letter regards the Preliminary Schedule 14A Amendment 2 filed by the
Fund on February 3, 2010 (the "Proxy Statement") and responds to the comments
conveyed by you and Frank Donaty during our various telephone conversations over
the past few weeks. In addition, the 14A amendment filed today has been
substantially revised to comply with the SEC's recently adopted enhanced
disclosure rules. Capitalized terms in this response letter not otherwise
defined will have the meaning ascribed to such term in the Proxy Statement.
In addition to an EDGAR filing of the revised Proxy Statement (with such
filing including revision tags to reference changes from the previous EDGAR
filing) we will provide copies to you by courier and email; such copies will
include a redline of the revised Proxy Statement so that you can easily identify
the changes made.
1. Valuation Oversight. You asked for assurances that we had made
disclosures concerning valuation oversight and, in particular, that we followed
the template from the DB Hedge Strategies Fund, LLC filing from 2002. As we
discussed, Amendment 2 filed on February 3, 2010, included extensive revisions
that conform the proxy statement to the disclosures set out in the DB Hedge
Strategies Fund, LLC offering. In particular, Amendment 2 contains the following
language which is substantially similar to the DB Hedge Strategies disclosures:
When the Fund values its securities, market prices may not be readily
available for a substantial portion of its investments. Securities for
which market prices are not readily available (as is expected to be the
case with respect to the Fund's investments in the WHM Hedge Funds) will be
valued by the Fund at fair value as determined in good faith in accordance
with procedures approved by the Board. As the New Adviser and the Board
anticipate that market prices will not be readily available for the hedge
funds in which the Fund might invest, the Fund's valuation procedures
provide that the fair value of the Fund's investments in hedge funds
ordinarily will be the value determined for each such fund in accordance
with that fund's own valuation policies. Although the Fund will receive
periodic information from each hedge fund regarding its investment
performance and investment strategy, the New Adviser may have little or no
means of independently verifying valuation information. Investors should be
aware that situations involving uncertainties as to the value of portfolio
positions could have an adverse effect on the Fund's net assets if the
judgments of the Board, the New Advisers or investment advisers to hedge
funds in which the Fund invests should prove incorrect. Also, investment
advisers to hedge funds typically provide determinations of the net asset
value on a monthly basis, in which event, the Fund's weekly reporting of
net asset value may be based on information that is not current and could
fluctuate significantly when the Fund updates its portfolio valuations to
reflect updated values for its hedge fund investments. See "Net Asset
Valuation."
2. Additional Disclosure Regarding the Directors. Where appropriate, we
have added additional disclosure regarding director qualifications, board
leadership structure and oversight of risk management, etc., as required under
the SEC's recently adopted rule concerning enhanced disclosures. We have
provided a redline of the proxy statement showing all such changes.
We acknowledge on behalf of the Fund that: (i) the Fund is responsible for
the adequacy and accuracy of the disclosure in this filing; (ii) SEC Staff
comments regarding this filing or changes to disclosure in response to SEC Staff
comments regarding this filing reviewed by the SEC Staff do not foreclose the
SEC from taking any action with respect to this filing; and (iii) the Fund may
not assert SEC Staff comments as a defense in any proceeding initiated by the
SEC or by any person under the federal securities laws of the United States.
If you have questions regarding the resubmitted Proxy Statement or this
response letter, please feel free to contact me at 303-442-2156. Please note
that I will be traveling for the balance of this week. If you have questions or
comments in the meantime, please feel free to discuss them with the Fund's
independent counsel, Art Zwickel, at 213-683-6161.
Sincerely,
/s/ Stephen C. Miller
-----------------------------
Stephen C. Miller
President and General Counsel
Cc: Arthur L. Zwickel, Esq., Paul, Hastings, Janofsky, and Walker LLP
The Board of Directors of First Opportunity Fund, Inc.
Rocky Mountain Advisers, LLC
Stewart Investment Advisers