SecProbe.io

VIA E-MAIL
September 9, 2024 Deborah Bielicke Eades
Mark A. Quade Vedder Price P.C.222 N. LaSalle StreetChicago, IL 60601
Re: Rockefeller Munici pal Opportunities Fund
File Nos. 333-281369; 811-23993
Dear Ms. Eades and Mr. Quade:
On August 8, 2024, you filed the above-referenced registration statement on Form N-2 with
respect to Rockefeller Municipa l Opportunities Fund (“Fund”). We have reviewed the registration
statement and our comments are set forth below. Where a comment is made with respect to disclosure in one location of the filing, it app lies to all similar disclosures found elsewhere. Capitalized terms not
otherwise defined have the same mean ing as in the registration statement.
GENERAL 1. Please complete or update all information that is currently in brackets or missing in the registration
statement ( e.g., financial statements, fee table, informati on related to the trustees and officers). We
may have additional comments on such portions when you complete them in pre-effective
amendments, on disclosures made in response to th is letter, on information supplied supplementally,
or on exhibits added in any amendments.
2. Please inform the staff if a part y other than the Fund’s sponsor or an affiliate is providing the Fund
with initial seed capital. If so, supplementally id entify the party providing the seed capital and
describe its relationship with the Fund.
3. Please tell us if you have presente d any test the waters materials to  potential investors in connection
with this offering. If so, we may have additional comments.
4. Please confirm the Fund will file  a fidelity bond under Form 40-17G.

September 9, 2024
Page 2

FACING SHEET

5. On the facing sheet, please uncheck the box “when decl ared effective pursuant to section 8(c) of the
Securities Act,” as that section relates only to post-effective amendments.

6. On the facing sheet, please check the box “New Regi strant” in your pre-effective amendment(s) as
the Fund has been registered for less than  12 calendar months preceding this filing

COVER PAGE, pages 1-3  7. The last sentence of the first pa ragraph discusses months that repur chase offers are expected to be
made. Please cross-reference to those sections in the prospectus that discuss the Fund's repurchase
policies and the a ttendant risks. See Guide 10 of the Guidelines for Form N-2.

8. Under the heading, “Investment Strategy,” the Fund states that it “may invest in derivatives and
other instruments that have economic characteristics  similar to the Fund’s direct investments that are
counted toward the 80% investme nt requirement.” Please explai n supplementally whether these
derivatives and other instruments are exempt from federal income ta x. If not, please explain why it is
appropriate to include such instruments in the Fund's 80% investment policy. If they are exempt
from federal income tax, please modify that ta x discussion in the Statement of Additional
Information to clarify the tax status of these instruments.

9. Under the heading, “Investment Stra tegy,” the last sentence of the s econd paragraph in that section
states, “The Fund will select investments without  regard to the federa l alternative minimum tax
(“AMT”).”  For clarity, please consider rephrasing th is to state that the Fund may select investments
that may be subject to the federal alternative minimum tax, or a similar statement.
 10. The first paragraph on page 2 describes that th e Fund may invest in “lower rated municipal
securities, including high-yield bonds, which are b onds rated below investme nt grade…”  Please
specify that these are “junk bonds.”

11. Under the heading, “Leverage,” on page 2, please a dd cross reference to the prospectus discussion
regarding the risks associated with a leveraged capital structure. See Guide 1 of the Guidelines for
Form N-2 and Item 1.1.j of Form N-2.
 PROSPECTUS SUMMARY, page 5  12. On page 5, where appropriate, pl ease briefly explain what it means to be a “non-diversified” fund.

13. Under the heading, “Securities Offered,” the disclo sure states, “The Fund expects that its first
repurchase offer will occur in July 2025.”  However, page 1 of the Cover Page references “January
2025.”  Please reconcile the dates.

September 9, 2024
Page 3

INVESTMENT OBJECTIVES AND STRATEGIES, pages 5-6

14. The seventh paragraph on page 6 describes that the Fund “may use derivative instruments ... to
enhance total return.”  Please brie fly explain in the disclosure how the use of derivatives may cause
the Fund to be leveraged.
USE OF LEVERAGE, pages 7-8
15. First paragraph of page 7 states that the Fund c ould issue preferred shares. Please advise whether
you intend to offer preferred shares within 12 months  of effectiveness of th e registration statement.
If yes, please include the appropriate st rategy, risk and fee table disclosure.

16. In addition to the disclosure about increased costs of issuing preferred shar es, please also disclose
the other impact to common shareholders of the us e preferred shares, such as reduced voting power,
dilutions and potentially lower distributions.
PRINCIPAL RISKS OF THE FUND, pages 8-21

17. Under “Repurchase Offer Risk,” on page 13, the disc losure describes that the Fund currently expects
to conduct quarterly repurchase offers for 10% of  its outstanding Common Shares  “under ordinary
circumstances."  Please disclose what is  meant by “under ordinary circumstances.”

SUMMARY OF FUND EXPENSES, pages 21-22  Expense and Fee Table
 18. Under the heading, “Example,” the disclosure st ates, “As require by relevant SEC regulations…
assuming a 5% annual return.
(1)” It appears a corresponding narrative to the footnote “(1)” is missing.
Please include one or remove the footnote.
19. Please consider including a foot note to the table reflecting the fee waiver and reimbursement
arrangement between the adviser and the Fund under the Expense Limitation Agreement, also
discussed on page 47 of the prospectus.

20. In the Example, please prominently disclose that the Example should not be considered a
representation of future expenses and that actual e xpenses may be greater or lesser than those shown.
See Instruction 11.d to Item 3.1 of Form N-2.

Use of Proceeds

21. The disclosure states that the Fund expects it will be able to invest all or substantially all of the net
proceeds of the offering in accordance with its investment objective and policies “within
approximately [ x] months after receipt of the proceeds…”   If the Fund expects this investment
period to exceed three months, please disclo se the reasons for this expected delay. See Guide 1 of the
Guidelines for Form N-2.

September 9, 2024
Page 4

FINANCIAL HIGHLIGHTS

22. Please provide the financial highlight info rmation required by Item 4 of Form N-2.
 THE FUND’S INVESTMENT OBJECTIVE AND STRATEGIES, pages 23-26  Principal Investment Strategies
 23. The first paragraph in this section states that the Fund may invest in derivati ves and other instruments
counted towards the 80% investment requirement. Please advise in correspondence whether the
Fund’s expected use of derivatives will result in it being a “general derivatives user” subject to the
VaR testing and other requireme nts of Rule 18f-4 under the In vestment Company Act of 1940
(“1940 Act”), or if the Fund expects to be a “ limited derivatives user” under the Rule. If the Fund
will be a general derivatives user under the Rule, pleas e also add to the disclosure in the registration
statement appropriate risk factors relative to th e Fund’s use of derivatives and potential impacts to
the Fund of compliance, or lack thereof, with the requirements of Rule 18f-4.

24. The last sentence of the fourth paragraph states , “Because the Fund may invest in lower-rated and
below-investment-grade secur ities without limit, the Fund’s inve stments should be considered
speculative.”  Please also include this langua ge on the Cover Page in bold-faced type. See Item 1.1.j
of Form N-2.

MANAGEMENT OF THE FUND, pages 44-48  Trustees and Officers
 25. The Fund identifies a single trustee that is an inte rested person Nicholas Ablahani who appears to
work for U.S. Bank Global Fund Services (“U. S. Bank”) and U.S. Bank serves as the Fund’s
primary custodian, transfer agent and administrator. However, the Fund’s disclosures state that “[all
of the members of the Board are Independent Trus tees, Trustees who are not affiliated with the
Adviser or its affiliates, or any other investment adviser or othe r service provider to the Fund or any
underlying fund.” Please reconcile.
 Investment Management Agreement

26. The last paragraph on page 46 di scloses that the Board’s appr oval of the Fund’s Investment
Management Agreement will be ava ilable in the Fund’s first report. Please clarify that the Board’s
approval will be included in the annual/semi-annual repor t, and as applicable, please provide the
time period covered by the report. See Item 9.1.b.(4) of Form N-2.
 Portfolio Managers
 27. The disclosure on page 47 states, “The follo wing individuals share primary responsibility for
managing the Fund and have served as portfolio ma nagers since the inception of the Fund.”  Please
specify the date of the “inception of the Fund” in the disclosure.

September 9, 2024
Page 5

28. With respect to the portfolio ma nagers’ business experience, please  provide dates for the business
experience disclosed to clarify that the disc losure covers at least the past 5 years. See Item 9.1.c of
Form N-2.

PLAN OF DISTRIBUTION, page 48
 29. The third sentence of the third paragraph states, “The Common Shares will be offered at NAV per
share (plus any applicable sales load) calculated e ach regular business day.”  Please delete “plus an
applicable sales load,” since the Fund doe s not appear to charge a sales load.

30. The fourth paragraph states, “The Fund and the Dist ributor have the sole right to accept orders to
purchase Common Shares and reserve the right to rej ect any order in whole or  in part.”  Please
disclose the circumstances in which orders may be rejected.

31. Please disclose, as applicable, the basis for any differences in the price at which securities are
offered to the public, as individuals and/or as grou ps, and to officers, directors and employees of the
registrant, its advise r or underwriter. See Item 5.2 of the Form N-2.
 PERIODIC REPURCHASE OFFERS, page 52

32. Where appropriate in this section, please disclose : (a) how the repurchases will be funded; (b) the
effect of repurchase offers and related liquidity requirements on portfolio manage ment and on the
ability of the registrant to achieve its investment objectives, including the possibility that diminution in the size of the Fund could result from repurchases in the absence of sufficient new sales of the
Fund's shares, and that this may decrease the Fund's  investment opportunities; and (c) the effect that
share repurchase offers and related financings  might have on expense ratios and on portfolio
turnover. See Guide 2 of the Guidelines for Form N-2.

DISTRIBUTIONS, page 55

33. The first sentence of the first paragraph states, “The Fund curren tly intends to declare income
dividends monthly and distribute them to Common Shareholders monthly, wh ich may be rates that
reflect past and projected net income of the Fund  monthly at rates that reflect the past and projected
net income of the Fund .” [italics added] Please revise the sentence for clarity as it appears the
italicized phrases are duplicates.
DIVIDEND REINVESTMENT PLAN, page 57

34. Please clarify/enhance the disclosure to describe  material aspects, including: (a) the method of
determining the number of shares that will be distributed instead of a cash dividend; (b) that an investor holding shares that participate in the di vidend reinvestment plan in a brokerage account may
not be able to transfer the shares to another broker and continue to pa rticipate in the dividend
reinvestment plan (“DRIP”); (c ) if a cash purchase plan opti on is available, any minimum or
maximum investment require d; and (d) disclosure regarding what  happens with partial shares for
DRIP. See Item 10.1.e of Form N-2.

September 9, 2024
Page 6

DESCRIPTION OF CAPITAL STRUCTURE AND SHARES, pages 57-58  35. Within this section, please include a statement that, if the Fund’s inve stments do not generate
sufficient income, the Fund may be required to li quidate a portion of its portfolio to fund these
distributions, and therefore these payments may represent a reduction of the shareholders’ principal
investment, and briefly, the tax c onsequences of such payments. See Instruction 2 to Item 10.1.a of
Form N-2.
Preferred Shares

36. The disclosure states that, “The Declaration authorizes the issuance of an unlimited number of
preferred shares. Preferred shares may be issued in one or more classes or se ries, with such par value
and rights as determined by the Board, by action of the Board without approval of the Common
Shareholders.” Please add a brief description regarding the limitations on the issuance of senior securities by closed-end funds, including the issuance of preferred shares.

37. Under the heading, Preferred Shares, please disclo se: (a) the limitations/restr ictions on the Fund if
dividend payments are past due; and (2 ) any restrictions on paying dividends. See Item 10.1.b of
Form N-2.
 ANTI-TAKEOVER AND OTHER PROVISIONS IN THE DECLARATION AND BYLAWS, page 58  38. In this section, please: (a) describe the positive and negative effects of these provisions; and (b)
whether the voting requirements to change the nature of the company’s business, approve
extraordinary corporate transactions, convert to  an open-end investment  company, or remove
directors are higher than those im posed by federal or state law. See Guides 3 and 4 of the Guidelines
for Form N-2.
39. The staff notes that Delaware's Control Shar e Acquisition Statute does not apply to non-listed
closed-end funds such as the Fund, and that the Fund' s description of its Declaration of Trust (which
has to date not been filed as an  exhibit) suggests it might incl ude provisions altering shareholder
voting rights in certain circumstances. If applicab le, please add to the prospectus disclosure
regarding anti-takeover provisions that recent fede ral and state court pre cedent has found provisions
similar to those included in the Fund’s Declaration of  Trust to be inconsistent with the 1940 Act, and
that the no-action position expressed in the Staff Statement on Control Share Acquisition Statutes ,
dated May 27, 2020, does not extend to the Fund’s specific circumstances. The staff may have
additional questions or comments re garding the Declaration of Trust upon its filing as an exhibit to
the registration statement.
40. Please remove the following sentence and similar sentences throughout the registration statement:
“The foregoing is intended only as a summary and is qualified in its entirety by reference to the full
text of the Declaration and the By-Laws, both of which are on file with the SEC.”

September 9, 2024
Page 7

TAX MATTERS, page 59

41. Within this section, where appropriate, please disclo se: (a) that shareholders  may be proportionately
liable for taxes on income and gains of the Fund but shareholders not subject to tax on their income
will not be required to pay tax on amounts dist ributed on them; and (b) the Fund will inform
shareholders of the amount and na ture of the income or gains. See Item 10.4 of Form N-2.
 STATEMENT OF ADDITIONAL INFORMATION (“SAI”)  42. On page 14 of the SAI, under the heading, “Litiga tion Challenging the MSA,” in the fifth line of the
first paragraph, there is “32” at the end of a sent ence that does not appear to belong there. Please
delete.
43. On page 30, please define  “Prudential Regulators.”

 INVESTMENT RESTRICTIONS, pages 40-44  44. If applicable, please also add as  fundamental policies short sale s, purchases on margin, and