SEC Company Response from RIVERNORTH OPPORTUNITIES FUND, INC. (RIV, RIV-PA) (CIK 0001501072) (RIV) — Jul 25, 2018
RIVERNORTH OPPORTUNITIES FUND, INC. (RIV, RIV-PA) (CIK 0001501072)
Date: July 25, 2018 · CIK: 0001501072 · Accession: 0001398344-18-010482
AI Filing Summary & Sentiment
File numbers found in text: 333-225152, 811-22472
Letter
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 331/3 percentage increase in the outstanding shares of common stock of the Fund.
Mr. Dominic Minore
July 25, 2018
Page 2
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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
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1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
www.dechert.com
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 331/3 percentage increase
in the outstanding shares of common stock of the Fund.
Mr. Dominic Minore
July 25, 2018
Page 2
* * *
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