SecProbe.io

CORRESP
1
filename1.htm

September
11, 2018

Via EDGAR Correspondence
Filing

Dominic Minore, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: RiverNorth Opportunistic Municipal Income Fund, Inc.
(the “Fund”)

 File Nos. 333-226273, 811-23366

Dear Mr. Minore:

We have received your comments regarding the
registration statement for the above captioned Fund (the “Registration Statement”) in your letter of August 17, 2018.
This letter serves to respond to your comments. For your convenience, we have structured our response to address each of your comments
in the order in which they were presented in your letter. Capitalized terms not defined herein shall have the meanings ascribed
to such terms in the Registration Statement.

Registration Statement

Calculation of Registration Fee Under
the Securities Act of 1933 (cover page)

In a footnote to the “Amount Being
Registered” column, disclose that Common Shares issued pursuant to the exercise of the underwriters’ over-allotment
option are also being registered.

Response: The
current “Calculation of Registration Fee Under the Securities Act of 1933” table reflects only a nominal amount of
shares. Once the Underwriters have conducted marketing activity on behalf of the Fund, the Fund plans to file another pre-effective
amendment to the Registration Statement (and, if necessary, a registration statement filed pursuant to Rule 462(b) under the Securities
Act) in order to register the number of shares the Underwriters expect to sell in the offering, including the Common Shares that
may be issued pursuant to the exercise of the Underwriters’ over-allotment option. The Fund will include the requested footnote
in such filings.

Prospectus

Outside Front Cover

The Fund

Please add a brief statement that makes
clear the reason for including at this juncture the cross-reference to the “Contingent Conversion Feature.”

Response: The cross reference
has been removed as the Fund will no longer include a Contingent Conversion Feature.

Principal Investment Strategies

Expand the disclosure to include a brief
definition of the phrase “exempt-interest dividends” that appears in this section.

Response: The disclosure
has been revised as follows:

“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 will
seek to invest at least 50% of its Managed Assets directly in such Municipal Bonds.”

Tactical Municipal Closed-End Fund Strategy

The disclosure states that the Tactical
Municipal Closed-End Fund Strategy will seek to “(ii) derive value from the discount and premium spreads associated with
closed-end funds.” Please amplify the disclosure to identify the categories of “closed-end funds” to which the
statement refers.

Response: The disclosure
has been revised as follows:

“(ii) derive value from the
discount and premium spreads associated with closed-end funds that invest, under normal market conditions, at least 80% of their
net assets, plus the amount of borrowing, for investment purposes, in Municipal Bonds.”

Municipal Income Bond Strategy

The disclosure states that the Fund may
invest up to 30% of its Managed Assets in Municipal Bonds that pay interest that may be includable in taxable income for purposes
of the Federal alternative minimum tax. Expand the disclosure to clarify whether the 30% limit applies to the Fund’s investments
under both the Tactical Municipal Closed-End Fund Strategy and the Municipal Income Bond Strategy.

Response: The Fund confirms
that this 30% limit applies only to the Municipal Bond Income Strategy and the disclosure has been revised accordingly. The Fund
notes that the Underlying Funds in which it invests pursuant to the Tactical Municipal Closed-End Fund Strategy may themselves
invest in municipal bonds that pay interest that may be includable in taxable income for purposes of the Federal alternative minimum
tax.

Expand the paragraph that begins with “You
should read this prospectus” to include on the outside front cover all of the additional information that is required by
Item 1.1.d. of Form N-2.

    2

Response: The disclosure
has been revised accordingly.

Please expand footnote (2) to the pricing
table to provide a cross-reference to the section of the prospectus captioned “Additional Underwriter Compensation.”

Response: The Prospectus
no longer includes a separate sub-section titled “Additional Underwriter Compensation” and instead the relevant disclosure
is contained under the broader section titled “Underwriters.” Accordingly, footnote (2) will include a cross-reference
to the “Underwriters” section.

In your response letter, please confirm
that all of the information that precedes the section captioned “Table of Contents” will appear on the outside front
cover of the prospectus in at least 10-point type.

Response: The Fund confirms
that all of the information that precedes the section captioned “Table of Contents” will appear in at least 10-point
type.

Contingent Conversion Feature (page
iii)

The disclosure states that the Fund’s
Charter provides that, “during calendar year,” the Fund will call a shareholder meeting for the purpose of voting to
determine whether the Fund should convert to an open-end management investment company. Expand the disclosure to identify in which
calendar year the Fund will call a shareholder meeting for this purpose. Also, clarify whether the Fund will not be required to
call a meeting to vote on such proposal in subsequent calendar years should its shareholders fail to approve the proposal during
the applicable calendar year.

Response: This disclosure
has been removed as the Fund will no longer include a Contingent Conversion Feature.

Dividends and Distributions (page
iv)

May the Contingent Quarterly Special Distribution
be paid in respect of capital gains? If so, how will the payment of the Contingent Quarterly Special Distribution comply with the
requirements of section 19 of the ICA?

Response: The Fund will
no longer feature the Contingent Quarterly Special Distribution and the related disclosure has been removed from the Registration
Statement.

Leverage (page iv)

The disclosure states
that the Fund may enter into other transactions that have the effect of leverage, and that such other transactions “may”
include tender option bond transactions. Additionally, page 7 discloses that the Fund currently anticipates that leverage will
initially be obtained through the use of proceeds received from tender option bond transactions. We also note from the disclosure
appearing on page 56 and elsewhere in the prospectus, that the Fund may invest in TOB Floaters and TOB Residuals, and that the
Fund intends to utilize TOBs as a form of leverage. In your response letter, describe how the Fund will treat TOB Floaters, TOB
Residuals, both recourse and non- recourse, when determining its exposure to leverage, for purposes of segregating liquid assets
and the asset coverage test under section 18(a)(1) under the Investment Company Act of 1940 (the “ICA”).

    3

Response: Section 18 of
the 1940 Act is implicated when the Fund invests in TOB Residuals issued by a tender option bond trust and receives cash proceeds
which effectively amount to a borrowing from the sale of TOB Floaters issued by such trust to third-party investors (typically,
money market funds). Accordingly, consistent with the guidance provided by the Staff of the Division of Investment Management,1
for such tender option bond transactions, the Fund will segregate (or earmark) unencumbered liquid assets (other
than the bonds deposited into the tender option bond trust) with a value at least equal to the amount of the TOB Floaters plus
accrued interest, if any, to the extent necessary for the Fund to comply with the asset coverage requirements of Section 18 with
respect to both recourse and non-recourse TOB Residual investments of the Fund. The Fund believes the other potential tender option
bond transactions in which it is permitted to enter (e.g., investments in TOB Floaters) do not implicate Section 18 under
the 1940 Act. See also our response below to your comment on Footnote (4) of the Summary of Fund Expenses table for a discussion
of how such tender option bond transactions will be reflected in the calculation of the Fund’s assets.

Prospectus Summary

Principal Investment Strategies (page
1)

May the Fund invest in entities that are
excluded from the definition of “investment company” under the ICA solely by Section 3(c)(1) or Section 3(c)(7) of
the ICA (typically private equity funds and hedge funds)? If it may, add disclosure stating that the Fund will limit its investment
in such entities to no more than 15% of its net assets. In the alternative, confirm in your response letter that the Fund will
not invest in such entities.

Response: The Fund confirms
that it will not invest in entities that are excluded from the definition of “investment company” under the 1940 Act
solely by Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.

State Specific and Industry Risk
(page 15)

The disclosure states that the Fund’s
overall exposure to a single industry or a single state of origin may be greater after factoring in the investments of the Underlying
Funds, in which case the Fund may be more susceptible to adverse economic, political or regulatory occurrences affecting that particular
state or industry. Please expand the prospectus disclosure to take into account the SAI disclosure which indicates that, to the
extent that the Fund is aware of the investments held by the Underlying Funds, the Fund will consider such information when determining
compliance with its fundamental investment restriction governing industry concentration.

 1 See
                                         https://www.sec.gov/divisions/investment/issues-of-interest.shtml#tobfinancing.

    4

Response: The Fund has
removed the above referenced disclosure from the SAI as it does not intend
to consider the holdings of the Underlying Funds when determining compliance with its fundamental policy not to concentrate.

Summary of Fund Expenses (page 36)

We note that most of the information in
the fee table and Example is incomplete. Please provide us with the details of the Fund’s fees, expenses and Example presentation
as soon as they are available.

Response: The fee table
and Example have been completed.

Footnote (4) states that the management
fee and administration fee are charged as a percentage of the Fund’s average daily Managed Assets, as opposed to net assets.
Please expand the disclosure to highlight how Managed Assets are counted, per the terms of the Investment Advisory contract, in
respect of TOBs transactions. Specifically, how Managed Assets are calculated where the Fund’s receives TOB securities upon
a transfer of the Fund’s portfolio assets, such as a Municipal Bond or other municipal securities, to the sponsor of the
TOB vehicle, as described on page 46.

Response: The disclosure
throughout the Prospectus has been revised to note that Managed Assets include assets attributable to the Fund’s use of leverage
created by its tender option bond trust transactions—i.e., the portion of assets in tender option bond trusts of which
the Fund owns TOB Residuals that has been effectively financed by the trust’s issuance of TOB Floaters.

We note from footnote (5) that the “Leverage
Costs” fee table line item assumes the use of leverage from the proceeds of tender option bond transactions using an assumed
annual interest rate expense to the Fund. Clarify where in the Fund’s fee table the other expenses of TOBs transactions are
included, such as those expenses identified on page 47 related to remarketing, administration and trustee services to a TOB Issuer.

Response: The Fund’s
fee table has been updated to indicate where these expenses of TOB transactions are included.

Net Asset Value (page 73)

In your response letter, please inform the
staff whether the Fund’s Board of Directors will review and approve in advance the valuation methodology of any independent
valuation firm it uses and confirm that the Fund’s Board of Directors will regularly review the historical accuracy of its
fair value methodologies. See Release No. IC-26299; “Compliance Programs of Investment Companies and Investment Advisers,”
(December 17, 2003).

    5

Response: The Fund confirms
that the Fund’s Board of Directors will review and approve in advance the valuation methodology of any independent valuation
firm it uses and the Fund’s Board of Directors will regularly review the historical accuracy of its fair value methodologies.

Dividend Reinvestment Plan (page
76)

Disclose that reinvested dividends increase
the Fund's total Managed Assets on which a management fee is payable to Fund's Adviser.

Response: Please see the
last sentence of the first paragraph under the section “Dividend Reinvestment Plan.”

Approval of Extraordinary Corporate Actions
(page 80)

The disclosure presented in the section
identifies various matters specified by the Fund’s Charter as requiring either a favorable “supermajority” vote
or a favorable “two-thirds” vote in order “to advise, approve, adopt or authorize” the matters identified.
We note, however, that certain of the matters identified, as well as their related voting requirements, are specifically governed
by the ICA. Please reconcile, in each instance, the voting requirements specified by the Fund’s Charter pertaining to those
matters specifically governed by the ICA, with the applicable voting requirements specified by the ICA.

Response: The above referenced
disclosure has been revised to remove the approval items of the Board of Directors that were inconsistent with the 1940 Act voting
requirements and to align the remaining voting requirements in the section to meet or exceed the 1940 Act voting requirements,
as applicable. As revised, the above referenced section states in part the following:

In addition, the
Fund’s Charter requires the favorable vote of two-thirds of the entire Board of Directors to advise, approve, adopt or authorize
any of the following:

 • the election and removal of officers;

 • the creation of and delegation of authority and appointment of members to committees of the Board
of Directors;

 • amendments to the Fund’s Bylaws (which may only be effected by the Board of Directors, not the
Common Shareholders); and

 • Charter amendments not requiring shareholder approval under the 1940 Act.

Underwriters (page 91)

Please confirm to the staff whether FINRA
has approved the underwriting terms of the Fund’s offering.

    6

Response: The Fund confirms
that it will receive FINRA approval of the underwriting terms of the Fund’s offering prior to effectiveness.

Additional Underwriter Compensation
(page 91)

Please file the contracts described in this
section as exhibits to the Fund's registration statement.

Response: The contracts
described in this section will be filed prior to effectiveness.

Statement of Additional Information

Investment Restrictions (page 1)

The second paragraph states
that any of the Fund’s fundamental investment restrictions that involve a maximum percentage of securities or assets shall
not be considered to be violated unless an excess over the percentage occurs immediately after and is caused by an acquisition
or encumbrance of securities or assets of, or borrowings by, the Fund. Please note that, under the ICA, the asset coverage requirement
applicable to borrowings must be maintained on an ongoing basis. Accordingly, please revise the disclosure to reflect this requirement.

Response: The disclosure
has been revised to clarify that “the asset coverage requirement applicable to borrowings will be maintained as required
under the 1940 Act.”

In the fourth enumerated
fundamental policy, please insert the phrase “or gr