SecProbe.io

CORRESP
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 filename1.htm

 Faegre Drinker Biddle & Reath LLP

 320 South Canal Street, Suite 3300

 Chicago, IL 60606

 (312) 569-1000 (Phone)

 (312) 569-3000 (Facsimile)

 www.faegredrinker.com

 March 27, 2025

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Lauren Hamilton

 Re: 	 RiverNorth Opportunities
Fund, Inc. (the "Fund" or the "Registrant") (File
Nos. 333-283156; 811-22472); Response to Examiner Comments
on N-2

 Dear Ms. Hamilton:

 This letter responds
to the staff's comments that you provided via telephone on March 25, 2025, in connection with your review of the Fund's above-referenced
amended registration statement ("Registration Statement") on Form N-2. The changes to the Fund's disclosure discussed
below will be reflected in a 424B3 definitive filing (the "Definitive Filing").

 For your convenience,
we have repeated the comments below in bold, and our responses follow your comments. Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

 ACCOUNTING COMMENTS

 1. Please move the following disclosure currently included in footnote 4 of the fee table to footnote 5: "The table assumes
the use of leverage from borrowings representing 27.12% of Managed Assets, which reflects approximately the percentage of the Fund's total
average Managed Assets attributable to such leverage averaged over the period ended December 31, 2024, at a weighted average annual expense
to the Fund of 6.00%." Please also remove "from borrowings" from the sentence.

 The Registrant confirms that the requested disclosure will be
removed from footnote 4 of the fee table and that footnote 5 of the fee table will state the following in the Definitive Filing: "As
of December 31, 2024, the Fund has issued 3,910,000 shares of 6.00% Series A Preferred Stock with a liquidation preference of $97,750,000.
The table assumes the use of leverage representing 27.12% of Managed Assets, which reflects approximately the percentage of the Fund's
total average Managed Assets attributable to such leverage averaged over the period ended December 31, 2024, at a weighted average annual
expense to the Fund of 6.00%."

 1

 2. In footnote 6 of the fee table, please update the language "Interest Expense on Borrowings" to state "Leverage
Costs."

 The Fund confirms that footnote 6 of the fee table will state
the following in the Definitive Filing: "Other Expenses, Leverage Costs and Dividend and Interest Expense on Short Sales are estimated
based on the Fund's semi-annual report dated December 31, 2024."

 3. In footnote 8 of the fee table, please update the following sentence to reference the dividends paid on Preferred Shares: "The
interest and fees on leverage is expressed as an interest rate."

 The Fund confirms that footnote 8 of the fee table will state
the following in the Definitive Filing: "The example does not include sales load or estimated offering costs. The example should
not be considered a representation of future expenses. The example assumes that the estimated "Other Expenses" set forth in
the table are accurate and that all dividends and distributions are reinvested at net asset value and that the Fund is engaged in leverage
of 27.12% of Managed Assets, assuming interest and fees on leverage of 6.00%, including the unused borrowing fee paid on the line of credit
for the BNP Facility (defined below), as well as the Fund's continued use of Preferred Shares. The interest and fees on leverage
is expressed as a dividend rate and represents dividends paid on Preferred Shares. Actual expenses may be greater or less than those
shown. Moreover, the Fund's actual rate of return may be greater or less than the hypothetical 5% annual return shown in the example."

 We trust that the
foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the undersigned at (312) 569-1107.

 Sincerely,

 /s/ David L. Williams

 David L. Williams

 2

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 1
 filename1.htm

 Faegre Drinker Biddle & Reath LLP

 320 South Canal Street, Suite 3300

 Chicago, IL 60606

 (312) 569-1000 (Phone)

 (312) 569-3000 (Facsimile)

 www.faegredrinker.com

 March 21, 2025

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Lauren Hamilton

 Re: 	 RiverNorth Opportunities
Fund, Inc. (the "Fund" or the "Registrant") (File

 Nos. 333-283156;
811-22472); Response to Examiner Comments on N-2

 Dear Ms. Hamilton:

 This letter
responds to the staff's comments that you provided via telephone on February 27, 2025, March 6, 2025 and March 13, 2025 in
connection with your review of the Fund's above-referenced amended registration statement ("Registration
Statement") on Form N-2. The changes to the Fund's disclosure discussed below will be reflected in Pre-Effective Amendment No.
2 to the Fund's Registration Statement (the "Revised Registration Statement").

 For your convenience,
we have repeated the comments below in bold, and our responses follow your comment. Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

 ACCOUNTING COMMENTS

 1. The staff notes that the financial information included in the Registration Statement has gone stale under the financial reporting obligations
of Regulation S-X Section 210.3-18. Please update the financial information accordingly.

 The Registrant confirms that the financial information will be updated accordingly.

 2. In footnote 6 of the fee table, please tailor the language in the footnote to align with the line items in the fee table and add
footnote 6 to the line items impacted within the fee table.

 The Fund confirms the aforementioned disclosure will be updated
in the Revised Registration Statement.

 We
trust that the foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the undersigned
at (312) 569-1107.

 Sincerely,

 /s/ David L. Williams

 David L. Williams

 1

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Faegre
Drinker Biddle & Reath LLP

320
South Canal Street, Suite 3300

Chicago,
IL 60606

(312)
569-1000 (Phone)

(312)
569-3000 (Facsimile)

www.faegredrinker.com

February 18, 2025

VIA
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Lauren Hamilton and Lisa Larkin

 Re: RiverNorth
                                         Opportunities Fund, Inc. (the “Fund”)

    (File
                                         Nos. 333-283156; 811-22472)

    Response
                                         to Examiner Comments on N-2

Dear
Ms. Hamilton and Ms. Larkin:

This
letter responds to the staff’s comments that you provided via telephone on December 13, 2024 and December 17, 2024, in connection
with your review of the Fund’s above-referenced registration statement (“Registration Statement”) on Form N-2.
The changes to the Fund’s disclosure discussed below will be reflected in Pre-Effective Amendment No. 1 to the Fund’s
Registration Statement (the “Revised Registration Statement”).

For
your convenience, we have repeated each comment below in bold, and our responses follow your comments. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

ACCOUNTING
COMMENTS

 1. Footnote
                                         4 in the fee table indicates that leverage costs reflect the cost to the Fund of borrowing.
                                         Please explain why this footnote 4 references percentages that relate to the Fund’s
                                         preferred shares when there is a separate footnote 5 referencing the information as it
                                         relates to dividends on preferred shares. Please clarify what is being included in the
                                         Leverage Costs line item versus the Dividends on Preferred Shares line item.

The Registrant respectfully notes that the 0.03% fee under the Leverage Costs line item represents the unused borrowing fee paid on the
line of credit for the BNP Facility.

 2. Footnote
                                         7 in the fee table indicates that interest and fees on leverage is expressed as an interest
                                         rate and represents interest and fees payable on the BNP Facility. Please explain this
                                         disclosure as the BNP Facility had a balance of zero as of June 30, 2024.

The
Registrant confirms that the interest and fees on leverage represent the interest rate on the preferred shares. The Revised Registration
statement has been updated to state “The interest and fees on leverage is expressed as an interest rate and represents dividends
paid on preferred shares.”

 3. Please
                                         include the hyperlink to the Annual Report on Form N-CSR in accordance with the Fast
                                         Act throughout the Registration Statement.

The
requested change will be made in the Revised Registration Statement.

 4. Please
                                         supplementally explain how the following is not contradictory:

 i. Footnote
                                         2 of the fee table states that the unified management fee is charged as a percentage
                                         of the Fund’s average daily Managed Assets and that with leverage, Managed Assets
                                         are greater in amount than net assets, because Managed Assets include assets attributable
                                         to the Fund’s use of leverage created by its borrowings.

 ii. On
                                         page 44, the staff notes that it states: “The Fund may enter into derivatives or
                                         other transactions (e.g., total return swaps) that may provide leverage (other than through
                                         borrowings or the issuance of preferred shares).” It also states: “These
                                         transactions will not cause the Fund to pay higher advisory or administration fee rates
                                         than it would pay in the absence of such transactions.”

The
Fund will remove the following disclosure: “These transactions will not cause the Fund to pay higher advisory or administration
fee rates than it would pay in the absence of such transactions.”

DISCLOSURE
COMMENTS

 1. Please
                                         add back in the footnote to the fee table that stated “Other Expenses, Interest
                                         Expense on Borrowings and Dividend and Interest Expense on Short Sales are estimated
                                         based on the Fund’s annual report dated […].”

The
requested change will be made in the Revised Registration Statement.

 2. The
                                         staff notes that the Fund is trading at a premium in December. Please explain supplementally
                                         whether the Fund expects to make open market purchases. If not, please explain why not
                                         and if so, please explain how the price will be determined.

The Fund confirms that it does not expect to make open market purchases at NAV when trading at a premium, because it has determined that
it is not in the best interest of Shareholders of the Fund.

 3. Please
                                         disclose any steps taken to reduce any discount and briefly describe the effects of the
                                         measures taken, if applicable, as required by Item 8.5 on Form N-2.

The
Fund confirms that it has not yet taken actions to reduce any discount. The Registrant also directs the staff to the disclosure
included under the Market and Net Asset Value Information section that states:

In
recognition of the possibility that Common Shares might trade at a discount to NAV, the Board may consider one or more actions
that might be taken to seek to reduce or eliminate any material discount from NAV in respect of Common Shares, which may include
the repurchase of such shares in the open market or in private transactions, the making of a tender offer for such shares or the
conversion of the Fund to an open-end investment company. The Board may decide not to take any of these actions in the future.
In addition, there can be no assurance any of these actions, or others, if undertaken, will reduce market discount. See “Repurchase
of Shares” and “Conversion to Open-End Fund.”

 4. Since
                                         the Fund has an 80% policy, please add a statement about any notice required to change
                                         such policy.

The
Fund will add the following disclosure under the section entitled Investment Objective, Strategies and Policies: “The Fund
may also change the 80% policy noted above without shareholder approval upon at least 60 days’ prior written notice to shareholders.”

 5. The
                                         staff notes that the Investment-Related Risks beginning on page 48 of the Prospectus
                                         are presented in alphabetical order. Please re-order the risks in order of significance.

The
Registrant has re-ordered the applicable risks to prioritize the Fund’s most significant risks first.

 6. The
                                         staff notes the possibility of a rights offering and filing of a prospectus supplement
                                         under the Plan of Distribution section. Please notify the staff as soon as a prospectus
                                         supplement is filed disclosing a take down of Convertible Preferred Shares.

The
Registrant confirms that it will notify the staff as soon as a prospectus supplement is filed disclosing a take down of Convertible
Preferred Shares.

 7. Please
                                         include the required disclosure with respect to an underwriter’s stabilization
                                         efforts on the cover page, pursuant to Form N-2, Item 2.2.

The
following disclosure will be added to the cover page of the Revised Registration Statement:

In
connection with an offering of Common Shares, if a Prospectus Supplement so indicates, the Fund may grant the underwriters an
option to purchase additional Common Shares at the public offering price, less the underwriting discounts and commissions, within
45 days from the date of the Prospectus Supplement, to cover any overallotments.

To
facilitate an offering of Securities in an underwritten transaction and in accordance with industry practice, the underwriters
may engage in transactions that stabilize, maintain, or otherwise affect the market price of the Common Shares or any other Security.
Any underwriter may engage in overallotment, stabilizing transactions, short-covering transactions and penalty bids in accordance
with Regulation M under the Exchange Act.

 ● Overallotment
                                         involves sales in excess of the offering size, which create a short position.

 ● Stabilizing
                                         transactions permit bids to purchase the underlying security so long as the stabilizing
                                         bids do not exceed a specified maximum price. Stabilizing transactions may occur when
                                         the demand for the shares of an offering is less than expected.

 ● Syndicate-covering
                                         or other short-covering transactions involve purchases of the securities, either through
                                         exercise of the overallotment option or in the open market after the distribution is
                                         completed, to cover short positions.

 ● Penalty
                                         bids permit the underwriters to reclaim a selling concession from a dealer when the securities
                                         originally sold by the dealer are purchased in a stabilizing or covering transaction
                                         to cover short positions.

Any
of these activities may stabilize or maintain the market price of the Securities above independent market levels. The underwriters
are not required to engage in these activities, and may end any of these activities at any time.

 8. If
                                         there are indemnification provisions against the Securities Act of 1933, as amended or
                                         the Investment Company Act of 1940, as amended in an underwriting agreement, please describe
                                         such provisions pursuant to Form N-2, Item 5.4.

The
Registrant confirms that it will include such disclosure, as applicable, in the related prospectus supplement.

 9. Under
                                         the Dividend Reinvestment Plan (“DRIP”) section, please describe the process
                                         with respect to partial shares under the DRIP.

The
Registrant has added the requested disclosure.

 10. Please
                                         add the following undertaking to the Part C of the Registration Statement: “The
                                         Registrant undertakes to only offer rights to purchase common and preferred shares together
                                         after a post-effective amendment to the registration statement relating to such rights
                                         has been declared effective.”

The
requested change will be made in the Revised Registration Statement.

We
trust that the foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the
undersigned at (312) 569-1107.

    Sincerely,

    /s/
    David L. Williams

    David
    L. Williams

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Faegre Drinker Biddle & Reath LLP

320 S. Canal Street, Suite 3300

Chicago, IL 60606

(312) 569-1000 (Phone)

(312) 569-3000 (Facsimile)

www.faegredrinker.com

September 25, 2024

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Megan F. Miller

 Re: RiverNorth Opportunities Fund, Inc. (the “Fund”)

(File Nos. 333-281401; 811-233666)

Dear Ms. Miller:

The following responds to the comments of the staff
of the Securities and Exchange Commission (“Staff”) that you provided by telephone on August 19, 2024, relating to the Fund’s
June 30, 2023 annual report filed with the Securities and Exchange Commission on Form N-CSR on November 20, 2023 (the “Annual Report”).

For your convenience, the Staff’s
comments are summarized below and each comment is followed by the Registrant’s response.

 1. Comment: Please explain how the Schedule of Investments is prepared in accordance with Regulation
S-X 12-12 footnote 2 which requires categorization by type of investment and related industry, country or geographic location.

Response: The Registrant acknowledges the Staff’s
comment and notes that the Schedule of Investments was categorized by the type of investment as required by footnote 2 of Regulation S-X
12-12. In future reports, the Registrant will also categorize the Schedule of Investments by related industry, country or geographic region
of the investment, as applicable.

 2. Comment: The Staff noted that the Fund issued perpetual preferred stock that is subject to mandatory
redemption by the Fund in certain circumstances. Please provide the accounting analysis citing U.S. GAAP that the stock should not be
classified as debt. The staff noted that the dividends on the stock are not included in the Expense Ratio in the financial statements.
The Staff refers the Registrant to Instruction 15 to Item 4 of Form N-2. Please update going forward. Please update the caption on the
financial highlights where it states dividend expense to indicate that this is dividend expense on short sales.

Response: Management has made the determination
that the Series A Cumulative Perpetual Preferred Shares are not mandatorily redeemable and there is no unconditional obligation on the
part of the Fund, and therefore liability treatment is not appropriate, under the definitions outlined under ASC 480-10-25 and FASB Statement
150. The Perpetual Preferred Shares generally may not be called for redemption at the option of the Fund prior to May 15, 2027. The Fund
reserves the right, however, to redeem the Perpetual Preferred Shares at any time if it is necessary, in the judgment of the Board, to
maintain its status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. The Fund also
may be required under certain circumstances to redeem Perpetual Preferred Shares, before or after May 15, 2027, in order to meet certain
regulatory or rating agency asset coverage requirements. In such instances if the Fund’s asset coverage for its preferred shares
falls below 200% at the end of a calendar quarter and remains below this threshold for 30 days, the Fund will redeem the number of preferred
shares necessary to restore compliance. As such, the dividends paid are not included in the Expense Ratio within the Financial Highlights.
The Registrant will, going forward, indicate in a note the that the expense ratio and net investment income ratio do not reflect the effect
of dividend payments to preferred shareholders.

The Registrant confirms that it will, going forward, include
the description of dividend expense on short sales in the caption within the Financial Highlights.

* * * * *

We trust that the foregoing is responsive to your comments. Questions and
comments concerning this filing may be directed to the undersigned at 312-569-1107.

Sincerely,

    /s/ David L. Williams

    David L. Williams

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Faegre Drinker Biddle & Reath LLP

320 S. Canal Street, Suite 3300

Chicago, IL 60606

(312) 569-1000 (Phone)

(312) 569-3000 (Facsimile)

www.faegredrinker.com

February 23, 2024

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lisa Larkin and Lauren Hamilton

 Re: RiverNorth Opportunities Fund, Inc. (the “Fund”)

(File Nos. 333-274473; 811-22472)

Response to Examiner Comments
on N-2

Dear Ms. Larkin and Ms. Hamilton:

This letter responds
to the staff’s comments that you provided via telephone on January 18, 2024 and January 22, 2024, in connection with your review
of Post-Effective Amendment No. 1 under the Securities Act of 1933, as amended, and Amendment No. 32 under the Investment Company Act
of 1940, as amended (the “1940 Act”), to the Fund’s above-referenced registration statement (“Registration Statement”)
on Form N-2. These follow-up comments and responses also relate to the comment response letter filed by the Fund concurrently with the
Registration Statement on December 28, 2023 (the “Comment Letter”). The changes to the Fund’s disclosure discussed below
will be reflected in Pre-Effective Amendment No. 2 to the Fund’s Registration Statement (the “Revised Registration Statement”).

For your convenience,
we have repeated each comment below in bold, and our responses follow your comments. Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

ACCOUNTING
COMMENTS

 1. The Staff notes that when comparing the figure in the “Other
expenses” line item in the Fee Table to the income statement for the July 31, 2023 period, the figure in “Other Expenses”
appears to be much higher. Please supplementally confirm that the information in the Fee Table is correct.

The Registrant has confirmed the “Other
Expenses” line item is correct.

    1

Disclosure
COMMENTS

 2. Please consider whether the Fund should add disclosure, pursuant to Item 12 of Form N-2, for the United States District Court for
the Southern District of New York’s recent decision in Saba Capital Master Fund, LTD. et al. v. ClearBridge Energy Midstream
Opportunity Fund Inc. et al., Case No. 23-cv-5568 (SDNY).

The Registrant notes that neither the Fund
nor its investment adviser is a party to the Saba Capital litigation, and the Registrant does not consider this, or any other, litigation
to be a material pending legal proceeding with respect to the Fund.

We trust that the foregoing
is responsive to your comments. Questions and comments concerning this filing may be directed to the undersigned at (312) 569-1107.

    Sincerely,

    /s/ David L. Williams

    David L. Williams

    2

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Faegre Drinker Biddle & Reath LLP

320 South Canal Street, Suite 3300

Chicago, IL 60606

(312) 569-1000 (Phone)

(312) 569-3000 (Facsimile)

www.faegredrinker.com

December 28, 2023

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission (the “Commission”)

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lauren Hamilton and Lisa Larkin

    Re:
    RiverNorth Opportunities Fund, Inc. (the “Fund” or the “Registrant”) (File

                                            Nos. 333-274473; 811-22472); Response to Examiner Comments on N-2

Dear Mses. Hamilton and Larkin:

This letter
responds to the staff’s comments that you provided via telephone on October 12, 2023 and October 24, 2023, in connection with
your review of the Fund’s above-referenced registration statement (“Registration Statement”) on Form N-2. The
changes to the Fund’s disclosure discussed below will be reflected in Pre-Effective Amendment No. 1 to the Registration
Statement under the Securities Act of 1933, as amended (the “Revised Registration Statement”).

For your convenience,
we have repeated each comment below in bold, and our responses follow your comments. Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

 ACCOUNTING

 1. The Staff notes that the Fund’s expense structure appears to be a unitary fee structure whereby the Adviser is obligated
to pay service providers on behalf of the Fund. Please supplementally describe if the Adviser is current with all payments to the Fund’s
service providers. Additionally, please supplementally describe if the agreements filed with the Commission contain provisions whereby
the Fund is contractually obligated to pay such service providers.

The Fund confirms that the Adviser is current on all payments
to the Fund’s service providers.

The Fund further confirms that with respect to its agreements
with its service providers, such as the Administration Agreement, Custodian Agreement and Transfer Agency Agreement, the Fund is contractually
responsible to pay for such services. It is possible that the Fund could be held liable for these expenses if the Adviser were to default.
However, the Adviser is contractually obligated to pay these expenses of the Fund, and this contractual obligation may not be terminated
so long as the Advisory Agreement is in effect without the approval of shareholders.

    1

 2. Please update the Summary of Fund Expenses table to reflect the most recent annual report filed.

The Registrant confirms that the Summary of Fund Expenses table
will be updated to reflect the most recent annual report filed in the Revised Registration Statement.

 3. Please update the Information Regarding Senior Securities table to reflect the most recent annual report filed.

The Registrant confirms that the Information Regarding Senior
Securities table will be updated to reflect the most recent annual report filed in the Revised Registration Statement.

 4. Please update the Incorporation by Reference section to include the most recent annual report filed.

The Registrant confirms that the Incorporation by Reference section
will be updated to include the most recent annual report filed in the Revised Registration Statement.

 DISCLOSURE

 1. Please confirm that the Financial Highlights section will be updated to reflect the most recent annual report filed.

The Registrant confirms that the Financial Highlights will be
updated to reflect the most recent annual report filed in the Revised Registration Statement.

 2. Please confirm that there will not be a repurchase plan within 60 days of an initial public offering (“IPO”).

The Registrant confirms that there will not
be a repurchase plan within 60 days of an IPO.

 3. Please confirm that there are no substantive changes in the Investment Restrictions section of the Statement of Additional Information
(“SAI”).

The Registrant confirms that there are no substantive
changes in the Investment Restrictions section of the SAI.

    2

We trust that the
foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the undersigned at (312) 569-1107.

    Sincerely,

    /s/ David L. Williams

    David L. Williams

    3

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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 FUMAI

allison.fumai@dechert.com
+1 212 698
      3526 Direct
 +1 212 698 3599 Fax

May 13, 2022

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:	Valerie Lithotomos

Re:	 RiverNorth Opportunities Fund, Inc. (the “Fund”)

  (File No. 228-75017; 811-22472)

Dear Ms. Lithotomos:

This letter responds
to comments you provided telephonically with respect to your review pursuant to the Section 14(a) of the Securities Exchange Act of 1934
of the Fund’s preliminary proxy statement filed on Schedule 14A on April 29, 2022. We have reproduced your comments below, followed
by our responses.

Comment 1. In the “Questions and Answers – Q. What matters
am I being asked to vote on” section, the Fund states that “[t]his proposal will not result in a change in the level
and types of services provided to the Fund and, without taking into account leverage, will not result in an increase in a Fund’s
current net expense ratio.” Please disclose the impact of the proposal on the current net expense ratio when leverage is taken
into account.

 Response 1. The Proxy Statement has been revised in response to this comment.

Comment 2. In the “Questions and Answers” section, please
add a question and an answer describing the differences between the existing investment advisory agreement (“Advisory Agreement”)
and the new investment advisory agreement (“Management Agreement”). The Fund may provide a brief description of the differences
with a cross-reference to the section “Terms of the Advisory Agreement and the Management Agreement” for more details.

 Response 2. The Proxy Statement has been revised in response to this comment.

Comment 3. Similar to Comment 1, in the first paragraph “Proposal 1 - Introduction” section, the
                                                        Fund states that “without taking into account leverage, [the proposal] will not result in an increase in a Fund’s
                                                        current net expense ratio.” please disclose what it would be taking leverage into account.

 Response 3. The Proxy Statement has been revised in response to this comment.

Comment 4. In the “Terms of the Advisory Agreement and the Management
Agreement - Services Provided” section, the Fund states that “[w]hile the Management Agreement does not explicitly state
that RiverNorth will (i) provide the Fund with the investment research and statistical data, advice and supervision, data processing
and clerical services and (ii) provide the Fund with access to certain office facilities, as specified under the Advisory Agreement,
RiverNorth has represented that this is modernized language and RiverNorth would be providing (i) and (ii) above to the Fund at no expense
to the Fund.” Please explain the basis of this representation and update the disclosure as necessary?

 Response 4. The Fund’s Board is relying on the representation by RiverNorth’s
management made during a special meeting of the Board held on March 17, 2022, as recorded in the minutes of the special meeting. The
Proxy Statement has been revised to reflect this point.

Comment 5. In the “Additional Information – Organization and
Operation of the Fund” section, the Fund states that “[t]he Fund was organized as a Maryland corporation.” The Advisory
Agreement is governed by the laws of the state of Delaware, while the Management Agreement is governed by the laws of the state of Maryland.
Please explain supplementally in the response letter why the Advisory Agreement is governed by Delaware while the Fund is a Maryland
corporation and also consider disclosing any impact of such change in governing laws on the Fund or the investors.

 Response 5. The Advisory Agreement is governed by the laws of the state of
Delaware because of the vast array of case law in Delaware. It is the Fund’s understanding that many advisory agreements of funds
are governed by the Delaware law even if the funds are not incorporated in Delaware. To our knowledge, there is no material impact on
the Fund or the shareholders of the Fund that would result from the difference in the governing laws of the Advisory Agreement and that
of the Management Agreement, and therefore, no additional disclosure was made.

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.

Best regards,

/s/ Allison Fumai

Allison Fumai

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RiverNorth Opportunities Fund, Inc.

1290 Broadway, Suite 1000

Denver, Colorado 80203

September 15, 2021

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn.:
    Mr. Daniel Greenspan

    Division of Investment Management

    Re:
    RiverNorth Opportunities Fund, Inc.

    Registration Statement on Form N-2 (File Nos. 333-257554 and 811-22472)

Dear Mr. Greenspan:

RiverNorth Opportunities
Fund, Inc. (the “Registrant”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the
effective date of the above-referenced Registration Statement on Form N-2 be accelerated so that the Registration Statement may become
effective as early as possible on Friday, September 17, 2021, or as soon thereafter as practicable.

We request that we be notified
of such effectiveness by telephone call to Allison M. Fumai of Dechert LLP at (212) 698-3526.

    Very truly yours,

    RiverNorth Opportunities Fund, Inc.

    By:
    /s/ Sareena Khwaja-Dixon

    Name:Sareena Khwaja-Dixon

    Title:Secretary

\

CORRESP
1
filename1.htm

  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

August
26, 2021

Mr.
Daniel Greenspan

Division
of Investment Management

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    RiverNorth
    Opportunities Fund, Inc.

    File
    Nos. 333-257554; 811-22472

Dear
Mr. Greenspan:

We
are writing in response to telephonic comments provided on August 10, 2021 with respect to the 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 June 30, 2021 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.
  On the cover page of the prospectus, please include the language required by Rule 481(b)(1).

  Response 1.
  The disclosure has been revised accordingly.

  Comment 2.
  To the extent that the Fund intends to offer preferred shares within the next 12 months, please include disclosure regarding
  the potential consequences to shareholders about the issuance of preferred shares.

  Response 2.
  The Fund does not currently intend to offer preferred shares within the next 12 months and therefore have not included the disclosure.

  Comment 3.
  With respect to dividends and distributions, if applicable, please note on the cover page that the amount of distributions that
  the Fund may pay is not guaranteed and that it is possible the Fund could make distributions unrelated to fund performance.

  Response 3.
  The disclosure has been revised accordingly.

  Mr.
                                            Daniel Greenspan

August 26, 2021

Page 2

    Comment 4.
    Please summarize the restrictions imposed by Rule 12d1-4 and whether the Fund is relying on Rule 12d1-4.

    Response 4.
    The disclosure has been revised accordingly. The Fund is not currently relying on Rule 12d1-4, but intends to rely on the Rule in the future.

*                     *                     	*

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

CORRESP
1
filename1.htm

  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

August 17, 2021

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Lauren Hamilton, Staff Accountant

    Re:
    RiverNorth Opportunities Fund, Inc.

    File Nos. 333-225152; 811-22472

Dear Ms. Hamilton:

We are writing in response
to the telephonic comment provided on August 3, 2021, with respect to your review pursuant to the Sarbanes-Oxley Act of 2002 of certain
annual reports and other filings of the RiverNorth Opportunities Fund, Inc. (the “Fund”), a closed-end investment company.
The Fund has considered your comment and has authorized us to make the response and changes discussed below to the applicable annual reports
and other such filings on its behalf.

On behalf of the Fund, set
forth below is the SEC staff’s comment along with our response to such comment, as requested.

Comment

Please consider
further breaking down the Schedule of Investments on Form N-CSR by the investment strategies of the underlying funds to further align
with the information presented in the Management’s Discussion of Fund Performance section of the annual report and the principal
investment strategies listed in the prospectus.

Response

We
respectfully acknowledge your comment; however, we believe that the current disclosure complies with applicable law and regulation and
is appropriate for investors.

*         *         *

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

CORRESP
1
filename1.htm

        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

November 27, 2019

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Lauren Hamilton, Division of Investment Management

 Re: RiverNorth Opportunities Fund, Inc. (the “Fund”)

File Nos. 333-225152; 811-22472

Dear Ms. Hamilton:

We are writing in response
to a telephonic comment provided on November 26, 2019 with respect to Post-Effective Amendment No. 8 to the Fund’s registration
statement filed on Form N-2 under the Securities Act of 1933, as amended (“Securities Act”), and Amendment No. 20 to
the Fund’s registration statement filed under the Investment Company Act of 1940, as amended (“1940 Act”), on
November 25, 2019 on behalf of the Fund, a closed-end investment company. The Fund has considered your comment and has authorized
us to make the response discussed below on its behalf.

Comment 1. The Staff notes
that the Fund’s registration statement does not contain a senior securities table. However, the Statement of Assets and Liabilities
in the Fund’s annual report to shareholders dated July 31, 2019 lists $3,333 as “payable for borrowing.” If this
item does not concern senior securities, please explain what this item represents.

Response: The Fund
confirms that the payable for borrowing relates to the Fund’s credit facility, specifically representing a payable for the
facility’s commitment fee that was incurred during the fiscal-year ended July 31, 2019. However, the Fund has not included
the senior security table because as of the end of each of the Fund’s fiscal years since inception, the Fund did not have
any borrowings under the Fund’s credit facility or any other senior security outstanding that would require disclosure in
the table.

*        *        *

If you would like to discuss
the response 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

CORRESP
1
filename1.htm

    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

November 25, 2019

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Ryan Sutcliffe, Division of Investment Management

 Re: RiverNorth Opportunities Fund, Inc. (the “Fund”)

File Nos. 333-225152; 811-22472

Dear Mr. Sutcliffe:

We are writing in response
to telephonic comments provided on November 14, 2019 with respect to Post-Effective Amendment No. 7 to the Fund’s registration
statement filed on Form N-2 under the Securities Act of 1933, as amended (“Securities Act”), and Amendment No. 19 to
the Fund’s registration statement filed under the Investment Company Act of 1940, as amended (“1940 Act”), on
October 1, 2019 on behalf of 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 (the “Staff”) comments along with our responses to or any supplemental explanations
of such comments, as requested.

General

Comment 1. Please
update or provide all missing or bracketed information prior to filing the Fund’s registration statement.

Response 1. We
hereby confirm that all missing or bracketed information will be updated or provided prior to filing the Fund’s registration
statement.

Prospectus

Comment 2. Pursuant
to Instruction 1 of Item 1 of Form N-2, please provide on the cover page the market price at which the Fund’s shares of
common stock traded as of the latest practicable date.

Response 2. The
disclosure has been revised accordingly.

    Mr. Ryan Sutcliffe

November 25, 2019

Page 2

Comment 3. If
there are any overallotment arrangements associated with this offering, please provide the information required by Item 2.2
and Rule 481(d) of the Securities Act within the cover page section.

Response 3. The
Fund respectfully acknowledges your comment. Any offering made pursuant to this shelf registration statement will describe the
terms of the offering, including any overallotment arrangement, in the applicable prospectus supplement.

Comment 4. The
Staff takes the position that the cover page should generally be no more than two pages unless additional information is
required by Form N-2 or by law. Please remove non-essential items not required by Form N-2 or by law.

Response 4. The
disclosure has been revised accordingly.

Comment 5. The
“Prospectus Summary—Principal Investment Strategies” section states “There are no limits on the
Fund’s portfolio turnover” while disclosure elsewhere suggests that the Fund may have high portfolio turnover
rates. Accordingly, please summarize the consequences of high portfolio turnover to the Fund and its shareholders.

Response 5. We
respectfully acknowledge your comment, but do not believe that additional disclosure regarding the risks of high portfolio turnover
is appropriate for this Fund. The execution of the Fund’s principal investment strategy is generally not expected to result
in high portfolio turnover for the Fund; we note that the Fund has not incurred a portfolio turnover rate across either of the
two most recent fiscal periods ended July 31, 2019 and July 31, 2018. Disclosures regarding the potential for high turnover currently
contained in the Fund’s prospectus are not made in reference to the strategy as a whole, but rather to the fact that the
execution of certain portions of the Fund’s strategy might lead to increased turnover and include a brief summary of the
consequences of this increase should it occur. We believe this disclosure is appropriate for the Fund, but also acknowledge the
Fund’s responsibility to reevaluate the appropriateness of adding additional disclosure regarding the consequences of high
portfolio turnover in connection to future amendments to the Fund’s registration statement.

Comment 6. The Staff
strongly encourages all funds to list their principal risks in order of importance. The current disclosure is organized alphabetically.
See ADI 2019-08 – Improving Principal Risks Disclosure.

Response 6. We
respectfully acknowledge your comment but respectfully decline to make the suggested change. The Fund is not aware of a requirement
in Form N-2 that a fund’s principal risks be set forth in any particular order, and the Fund believes that the current disclosure
adequately and clearly describes the principal risks of investing in the Fund. In addition, the comparative importance of each
principal risk will vary over time based on a variety of economic, market and other factors. Therefore, the Fund believes that
re-ordering its risks to emphasize certain risks over others could potentially be misleading to investors. Accordingly, no changes
have been made in response to this comment.

    Mr. Ryan Sutcliffe

November 25, 2019

Page 3

Comment 7.
Please disclose the risks that the market price of an exchange-traded fund (“ETF”) may deviate from the value of
the ETF’s underlying portfolio holdings, particularly in times of market stress, with the result that investors may pay
significantly more or receive significantly less than the underlying value of the ETF’s shares. For clarity, consider
disclosing that this can be reflected as a spread between bid and ask prices for the ETF’s shares quoted during the
day, or a premium or discount to the ETF’s closing net asset value.

Response 7. The
disclosure has been revised accordingly.

Comment 8.
Please disclose the risk that an active trading market for shares of an ETF may not develop or be maintained. Please also
note that in times of market stress, market makers or authorized participants may step away from their respective roles in
making a market of shares in an ETF and in executing purchase or redemption orders. Please disclose that this could lead to
variances between the market price of an ETF’s shares and the underlying value of those shares.

Response 8. The
disclosure has been revised accordingly.

Comment 9.
Please confirm whether securities underlying an ETF are traded outside a collateralized settlement system. If so, please
disclose that there are a limited number of financial institutions that may act as authorized participants that post
collateral for certain trades on an agency basis. Please also disclose that to the extent that those authorized participants
exit the business or unable to process creation and/or redemption orders, and no other authorized participant is able to step
forward to do so, there may be a significantly diminished trading market for the ETF’s shares. In addition, please note
that this could lead to differences between the market price of an ETF’s shares and the underlying value of those
shares.

Response 9. The
disclosure has been revised accordingly.

Comment 10.
Please disclose that where all or a portion of an ETF’s underlying securities trade in a market that is closed, when
the market in which the ETF’s shares are listed and trading is open, there may be changes between the last quote from
its closed, foreign market and the value of such security during the ETF’s domestic trading day. In addition, please
note that this could, in turn, lead to differences between the market price of an ETF’s shares and the underlying value
of those shares.

    Mr. Ryan Sutcliffe

November 25, 2019

Page 4

Response 10. The
disclosure has been revised accordingly.

Comment 11.
Please disclose that in stressed market conditions, the market for an ETF’s shares may become less liquid in response
to deteriorating liquidity in the markets for the ETF’s underlying portfolio holdings. Please also note that this
adverse effect on liquidity for an ETF’s shares, in turn, could lead to differences between the market price of an
ETF’s shares and the underlying value of those shares.

Response 11. The
disclosure has been revised accordingly.

Comment 12. Please
disclose that purchases and redemptions of creation units primarily with cash rather in-kind delivery of portfolio
securities may cause an ETF to incur certain costs. Please also disclose that these costs could include brokerage costs or
taxable gains or losses that the ETF may not have incurred if the redemption had been made in-kind. In addition, please
disclose that these costs could be imposed on the ETF and thus decrease an ETF’s NAV to the extent that the costs are
not offset by a transaction fee payable by an authorized participant.

Response 12. The
disclosure has been revised accordingly.

Comment 13.
The “Risks—Senior Loan Risks” section states “The Underlying Funds may invest in senior secured
floating rate and fixed-rate loans (‘Senior Loans’).” Please consider whether the expected discontinuation
of LIBOR is a principal risk for the Fund. If you believe that it is not, please supplementally explain why this is not a
principal risk. Otherwise, please describe how the expected discontinuation of LIBOR could affect the Fund’s
investments, including: (i) if the Fund will invest in instruments that pay interest at floating rates based on LIBOR that do
not include a fallback provision that addresses how interest rates will be determined if LIBOR stops being published, how it
will affect the liquidity of these investments; and (ii) how the transition to any successor rate could impact the value of
investments that reference LIBOR.

Response 13. We
do not believe the expected discontinuation of LIBOR is a principal risk for the Fund, as it relates primarily to certain underlying
funds in which the Fund invests, not the Fund itself. Further, for the applicable underlying funds, this risk may only apply to
limited tranches of the fund’s overall portfolio, further reducing the risk to the Fund. While we do not believe it is a
principal risk of the Fund requiring its own disclosure, we acknowledge your comment and have revised the “Risks—Senior
Loan Risks” section to incorporate additional disclosure relating to the risks of LIBOR’s discontinuation.

    Mr. Ryan Sutcliffe

November 25, 2019

Page 5

Statement of Additional
Information

Comment 14. Mr. Raio does not
currently appear in the compensation table in the “Board Members and Officers—Compensation of Directors”
section. In accordance with Item 18 of Form N-2, please include the compensation information for Mr. Raio and disclose that
Mr. Raio is an interested director of the Fund.

Response 14. The
disclosure has been revised accordingly.

Comment 15. Mr.
Raio does not currently appear in the director ownership table in the “Board Members and Officers—Director
Ownership in the Fund” section. In accordance with Item 18 of Form N-2, please include Mr. Raio’s ownership
information and disclose that Mr. Raio is an interested director of the Fund.

Response 15. The
Fund respectfully submits that Mr. Raio was not a director of the Fund as of the end of the most recently completed calendar year.
However, the table has been revised for greater clarity of this fact.

Part C

Comment 16.
Please revise the line items in Item 27 or confirm the accuracy of the Item 27 calculation.

Response 16. The
disclosure has been revised accordingly.

*	*	*

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

CORRESP
1
filename1.htm

        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

June 26, 2019

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Jay Williamson, Division of Investment Management

 Re: RiverNorth Opportunities Fund, Inc. (the “Fund”)

File Nos. 333-225152; 811-22472

Dear Mr. Williamson:

We are writing in response
to telephonic comments provided on May 31, 2019 with respect to Post-Effective Amendment No. 4 to the Fund’s registration
statement filed on Form N-2 under the Securities Act of 1933, as amended (“Securities Act”), and Amendment No. 16 to
the Fund’s registration statement filed under the Investment Company Act of 1940, as amended (“1940 Act”), on
April 18, 2019 on behalf of 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 (the “Staff”) comments along with our responses to or any supplemental explanations
of such comments, as requested.

Comment 1. Given
the nature of the Fund’s investments, briefly explain how the Fund complies with and ensures compliance under Section 12(d)
of the 1940 Act.

Response 1. The
Fund has adopted policies and procedures for the limitation on acquiring other investment companies and the Fund maintains compliance
testing to ensure that the Registrant complies with Section 12(d) of the 1940 Act.

Comment 2. Please
disclose to the Staff the primary drivers behind the realized and unrealized losses for the Fund’s six-month period ended
January 31, 2019. While there are references to discount widening, the disclosure does not offer an explanation for the discount
widening or how the adviser is positioning the Fund’s portfolio as a result. Please also disclose if any particular investments
contributed materially to the Fund’s performance during the period, as current disclosure does not clearly identify such
circumstances. In addition, please provide a similar level of explanation for the increases in net income.

        Mr. Dominic Minore

        June 26, 2019

        Page 2

Response 2. In
response to the Staff’s comments, the Fund notes that a primary driver behind the Fund’s realized losses and increase
in net income related to liquidating distributions received from two positions held by the Fund, American Capital Senior Floating,
Ltd. (“ACSF”) and Managed Duration Investment Grade Municipal Fund (“MZF”), which occurred during the six-month
period ended January 31, 2019 (the “Period”). As there was no information available regarding the tax character of
the ACSF and MZF distributions at the time received by the Fund, the Fund booked the distribution amounts as income with a corresponding
entry for realized loss, until ACSF and MZF released the necessary information. Excluding the effect of the ACSF and MZF distributions,
the Fund’s net income in the Period would have been approximately 20% greater than the corresponding six-month period ended
January 31, 2018.

As the Staff recognized,
the widening in the discounts of the underlying funds held in the Fund’s portfolio was primary driver of the Fund’s
unrealized losses in the Period. While the Fund cannot know the exact reasons for the market’s actions, the increases in
discounts of the Fund’s underlying holdings correlated to the increases found in the overall closed-end fund market during
the general market selloff that occurred in the fourth quarter of 2018. As discounts widened, the sub-adviser positioned the Fund
to take advantage of the opportunity by increasing the Fund’s closed-end fund exposure to 86.1% of its portfolio as of January
31, 2019 compared to 71.2% at the beginning of the Period.

Comment 3. The Staff
notes that “Borrowings at End of Period” is presented in the Financial Highlights and “Interest Expense on Borrowings”
is presented in the fee table. However, there is no securities table as required by Item 4.3 of Form N-2. Please advise as necessary.

Response 3. Item
4.3 of Form N-2 requires information pertaining to “each class of senior securities (including bank loans)”. As of
the end of the period noted in the filing, the Fund did not have any senior securities or bank loans that were deemed to be a senior
security. Accordingly, the Fund believes that the referenced securities table under Item 4.3 of Form N-2 would not be applicable.

Comment 4. In the
section entitled “INVESTMENT RESTRICTIONS” in the Statement of Additional Information, please explain why the clause
that begins with “except to the extent . . .” in the concentration policy does not include an incremental freedom of
action to concentrate or not to concentrate.

Response 4. The
Fund respectfully notes that the clause beginning with “except to the extent” does not include whether the Underlying
Funds have the freedom of action to concentrate or not to concentrate because the Fund does not consider the concentration of its
underlying investment companies when determining the Fund’s compliance with its concentration policies. The Fund is not aware
of any requirement to “look through” its investments in an investment company to the underlying holdings of the investment
company for purposes of determining compliance with its policy on concentrating its investments in any one industry.

        Mr. Dominic Minore

        June 26, 2019

        Page 3

Comment 5. The Staff
notes that the Fund has removed some undertakings that were included in the Fund’s previous registration statement. Please
explain why and confirm you have included all required undertakings.

Response 5. The
disclosure has been revised accordingly.

*  *  *

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

CORRESP
1
filename1.htm

    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

August 13, 2018

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Lauren Hamilton, Staff Accountant

 Re: RiverNorth Opportunities Fund, Inc.

File Nos. 333-225152; 811-22472

Dear Ms. Hamilton:

We are writing in response
to telephonic comments provided on July 12, 2018, with respect to your review pursuant to the Sarbanes-Oxley Act of 2002 of certain
annual reports and other filings of the 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 applicable
annual reports and other such filings 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.	In the
Schedule of Investments on Form N-CSR, please consider including additional categories for the underlying funds in which the Fund
invests based upon the investment strategies of the underlying funds.

Response 1. 	The
Fund acknowledges your comment and respectfully submits its belief that the current categories for the underlying funds in which
the Fund invests are sufficient and appropriate as they correspond to the categories included in the Fund’s principal investment
strategy.

Comment 2.	In the
Schedule of Investments on Form N-CSR, as per Article 12-12 of Regulation S-X, please disclose the class(es) of shares held of
other registered funds as part of the title of issue.

Response 2. 	The
Fund will address this comment and the disclosure will be revised accordingly in future filings.

Comment 3.	In order
to ensure that the Financial Highlights are not misleading, please ensure the expense ratio required by Form N-2 is the most prominently
presented in the Financial Highlights. Please consider moving the other supplemental ratios to footnotes below the Financial Highlights
table.

    Ms. Lauren Hamilton

August 13, 2018

Page 2

Response 3. 	The
Fund respectfully acknowledges your comment and will revise the “Supplemental Data” section of the Financial Highlights
table in future filings. The expense ratio required by Form N-2 will appear first and in bold font. Any additional expense ratios
will appear in non-bold font. The Fund believes this presentation will not be misleading to investors.

Comment 4.	We note
that in the Schedule of Investments in Form N-CSR filed for the fiscal year ended October 31, 2017, the Fund’s position in
Atlantic Acquisition Corp. was indicated as being fair valued by the Board of Directors of the Fund. This position was fair valued
at $165,828 or 22 basis points to net asset value. Please supplementally explain why Atlantic Acquisition Corp. was not included
under “Level 3” in the “Investments in Securities at Value” table.

Response 4.	As
per the procedures for valuation established by the Board of Directors, only securities with significant unobservable prices or
inputs where there is little or no market activity for the asset at the measurement date are fair valued and classified as “Level
3” securities within the fair value hierarchy. Atlantic Acquisition Corp. was fair valued as a “Level 2” security
by the Fund’s Fair Valuation Committee using relevant observable market inputs that were available at the measurement date.
Atlantic Acquisition Corp. was included in the “Investments in Securities at Value” table as a Special Purpose Acquisition
Company under “Level 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

CORRESP
1
filename1.htm

    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

CORRESP
1
filename1.htm

        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 24, 2018

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Dominic Minore, Division of Investment Management and
Lauren Hamilton, Staff Accountant

 Re: RiverNorth Opportunities Fund, Inc.

File Nos. 333-225152; 811-22472

Dear Mr. Minore and Ms. Hamilton:

We are writing in response
to telephonic comments provided on June 20, 2018 and July 12, 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 May 23, 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
provide updated financial highlights for the fiscal period ended April 30, 2018.

Response 1. 	The
disclosure has been revised accordingly.

Comment 2.	Please
file the consent of an independent registered public accounting firm in connection with the financial highlights for the fiscal
year ended October 31, 2017 as an exhibit to the next pre-effective amendment.

Response 2. 	The
Fund hereby confirms that it will include the consent of the independent registered public accounting firm for the fiscal year
ended October 31, 2017 as an exhibit to the next pre-effective amendment.

Comment 3.	Please
confirm whether the Fund will invest in any entities that are excluded from the definition of “investment company”
under the 1940 Act solely by Sections 3(c)(1) or 3(c)(7) of the 1940 Act. If so, please disclose that the Fund will limit its total
investment in such entities to no more than 15% of its net assets.

        Mr. Dominic Minore

        Ms. Lauren Hamilton

        July 24, 2018

        Page 2

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

Comment 4.	Please
add disclosure clarifying what the phrase “follow-on offerings” contemplates.

Response 4.	The
disclosure has been revised accordingly.

Comment 5.	As exhibits
to the registration statement, please file a form of prospectus supplement for an offering of common stock and a form of prospectus
supplement for a rights offering. With respect to the form of prospectus supplement for a rights offering, the Staff expects the
text and placement of disclosure to be substantially the same as the prospectus, effective October 5, 2017, used in connection
with the Fund’s most recent rights offering.

Response 5. 	The
Fund respectfully acknowledges your comment and will file a form of prospectus supplement for a rights offering with the next pre-effective
amendment. The Fund anticipates that it will engage in “at the market” offerings rather than offerings of common stock,
and will file a form of prospectus supplement for an “at the market offering” with the next pre-effective amendment.

Comment 6.	Please
confirm 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 6. 	The
Fund hereby confirms 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

        Ms. Lauren Hamilton

        July 24, 2018

        Page 3

Comment 7.	In the
section entitled “Description of the Common Shares – Subscription Rights to Purchase Common Shares,” please add
disclosure stating that the prospectus supplement will describe all of the material terms of the subscription rights agreement.

Response 7. 	The
disclosure has been revised accordingly.

Comment 8.	Please
revise the Part C to include the undertakings required by Item 34.3 and Item 34.4 of Form N-2.

Response 8. 	The
disclosure has been revised accordingly.

*	          *          	*

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

CORRESP
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RiverNorth Opportunities Fund, Inc.

1290 Broadway, Suite 1100

Denver, Colorado 80203

July 24, 2018

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attn.: Mr. Dominic Minore

Division of Investment Management

 Re: RiverNorth Opportunities Fund, Inc.

Registration Statement on Form N-2 (File Nos. 333-225152 and 811-22472)

Dear Mr. Minore:

RiverNorth Opportunities
Fund, Inc. (the “Registrant”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that
the effective date of the above-referenced Registration Statement on Form N-2 be accelerated so that the Registration Statement
may become effective on Thursday, July 26, 2018, or as soon thereafter as practicable.

We request that we be notified
of such effectiveness by telephone call to Allison M. Fumai of Dechert LLP at (212) 698-3526.

    Very truly yours,

    RiverNorth Opportunities Fund, Inc.

    By:
    /s/ Christopher A. Moore

    Name: Christopher A. Moore

    Title: Secretary

CORRESP
1
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Skadden,
Arps, Slate, Meagher & Flom llp

155
North Wacker Drive

Chicago,
Illinois 60606-1720

TEL: (312) 407-0700

FAX: (312) 407-0411

www.skadden.com

        DIRECT DIAL

        312.407.0641

        DIRECT FAX

        312.827.9362

        EMAIL ADDRESS

        KEVIN.HARDY@SKADDEN.COM

        FIRM/AFFILIATE OFFICES

        -----------

        BOSTON

        HOUSTON

        LOS ANGELES

        NEW YORK

        PALO ALTO

        WASHINGTON, D.C.

        WILMINGTON

        -----------

        BEIJING

        BRUSSELS

        FRANKFURT

        HONG KONG

        LONDON

        MOSCOW

        MUNICH

        PARIS

        SÃO PAULO

        SEOUL

        SHANGHAI

        SINGAPORE

        TOKYO

        TORONTO

April 4, 2018

Deborah O'Neal-Johnson

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-4644

 RE: ALPS ETF Trust (File No. 811-22175) (“ALPSE”)

ALPS Variable Investment Trust (File No. 811-21987) (“AVIT”)

Financial Investors Trust (File No. 811-08194) (“FIT”)

Liberty All Star Equity Fund (File No. 811-04809) (“USA”)

Liberty All Star Growth Fund Inc. (File No. 811-04537) (“ASG”)

Principal Real Estate Income Fund (File No. 811-22742) (“PGZ”)

RiverNorth Opportunities Fund, Inc. (File No. 811-22472) (“RIV”) (collectively, the “Funds”)

 Preliminary
Proxy Statements filed March 23, 2018

Dear Ms. O'Neal-Johnson:

Thank you for your comments received by telephone
on March 29, 2018 with respect to the preliminary proxy statement (each a “Preliminary Proxy Statement”) filed by each
Fund on March 23, 2018 with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act
of 1934, as amended. On behalf of each Fund, we have summarized your comments to the best of our understanding and provided our
responses to your comments below. Revisions noted in our responses below will be reflected in the definitive proxy statements (each
a “Definitive Proxy Statement”) to be filed by each Fund. Capitalized terms used but not defined in this letter have
the meanings set forth in each Preliminary Proxy Statement.

U.S. Securities and Exchange Commission

April 4, 2018

Page 2

Generally Applicable Comments

 Comment 1. We remind you that each Fund and its management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action, or absence of action
or comment by the SEC staff.

 Response Each Fund notes your comment.

 Comment 2. Certain Preliminary Proxy Statements include disclosure
noting that shareholders may vote to adjourn the Meeting, but also that the chair of the Meeting may propose one or more adjournments
of the Meeting to permit further solicitation of proxies. Please review and clarify disclosure regarding the mechanism to adjourn
the Meeting. To the extent shareholders will vote to adjourn the meeting, please revise the proxy statement to include a proposal
to approve such adjournments and revise the proxy card to provide a mechanism for shareholders to vote for or against such adjournments.

 Response The Funds have revised the disclosure to reflect that the chair of the Meeting may propose one or more adjournments of the
Meeting to permit further solicitation of proxies and have deleted disclosure suggesting that shareholders would vote for adjournments.

 Comment 3. In the third paragraph of the shareholder letter,
review and revise the disclosure regarding the proposed corporate transaction among DST Systems, Inc., SS&C Technologies Holdings,
Inc. and Diamond Merger Sub, Inc. to clarify which entities will survive the merger and the post-merger corporate structure of
the surviving entities. Specifically, we noted that the statement “pursuant to which Merger Sub will merge with and into
DST (the ‘Transaction’), with DST surviving as an indirect wholly owned subsidiary of SS&C” may be confusing
as it may suggest that DST will be the surviving ultimate parent company.

 Response The Funds note that DST Systems, Inc. will be the survivor of the merger of DST Systems, Inc. into Merger Sub and upon the
closing of that merger between DST Systems, Inc. and Merger Sub, DST Systems, Inc. will be a wholly owned subsidiary of SS&C.
The Funds have revised the disclosure as requested to clarify the post-merger corporate structure. As a result, the text referenced
above has been revised as follows: “pursuant to which Merger Sub will merge with and into DST (the ‘Transaction’),
and as a result DST will become an indirect wholly owned subsidiary of SS&C.”

 Comment 4. As noted in Comment 2, to the extent shareholders
will vote to adjourn the meeting, please revise the proxy statement to include a proposal to approve such adjournments and revise
the proxy card to provide a mechanism for shareholders to vote for or against such adjournments. If shareholders will not vote
to adjourn the meeting, revise each Preliminary Proxy Statement for a Special Meeting of Shareholders to delete the final proposal
“To transact any other business as may properly come before the Meeting or any adjournment(s), postponement(s) or delay(s)
thereof.”

 Response The Funds have revised the disclosure to reflect that the chair of the Meeting may propose one or more adjournments of the
Meeting to permit further solicitation of proxies and have deleted disclosure suggesting that shareholders would vote for adjournments.
As a result, each Proxy Statement for a Special Meeting of Shareholders has been revised to delete the numbered proposal “To
transact any other business as may properly come before the Meeting or any adjournment(s), postponement(s) or delay(s) thereof.”

U.S. Securities and Exchange Commission

April 4, 2018

Page 3

 Comment 5. The Preliminary Proxy Statements include disclosure
noting that there can be no assurance that any particular employee of ALPS Advisors or of a Sub-Adviser will choose to remain
employed by the respective firm before or after the Closing. Please emphasize this disclosure using italics or bold font throughout
the proxy statement.

 Response The Funds have emphasized the disclosure as requested.

 Comment 6. The Preliminary Proxy Statements include disclosure
noting that the Board and ALPS Advisors are not proposing any changes to the existing service providers at this time. Please disclose
if there are any anticipated or planned changes to the existing service providers, even if not being proposed at this time.

 Response There are not any anticipated or planned changes to existing service providers. The Funds have revised disclosure accordingly
to state that “No changes to the Funds’ existing service providers are proposed, planned or anticipated by the Board
of Trustees and ALPS Advisors at this time.”

 Comment 7. Please confirm to the staff that each Preliminary
Proxy Statement provides the information required by Item 22(c) of Schedule 14A.

 Response The Funds have reviewed the disclosure in the Preliminary Proxy Statements and confirm that, subject to the revisions discussed
herein, the Definitive Proxy Statements provide the information required by Item 22(c) of Schedule 14A.

 Comment 8. Review disclosure regarding the Board’s consideration
of the new advisory agreements and new sub-advisory agreement to ensure that the disclosure provides the information required
by Item 22(c)(11) of Schedule 14A. Specifically, describe whether the Board considered past performance, economies of scale and
the other factors identified in Item 22(c)(11)(i), or if the Board did not consider any such factor, explain why such factor was
not considered.

 Response The Funds have reviewed the disclosure regarding the Board’s consideration of the new advisory and sub-advisory agreements.
Where applicable, the Funds have revised to address the Board’s consideration of each of the relevant factors identified
in Item 22(c)(11)(i) in connection with their approval of the new advisory agreements and new sub-advisory agreements.

Comments Applicable to USA and
ASG

 Comment 9. In the shareholder letter, revise disclosure or add
paragraph headings to clarify how the transactions described in the shareholder letter correspond to the numbered proposals in
the proxy statement.

 Response The Funds have revised the disclosure using subheadings to provide clarity.

U.S. Securities and Exchange Commission

April 4, 2018

Page 4

 Comment 10. In the USA and AGS Preliminary Proxy Statement, revise
the wording of proposal 3 so that it is consistent with the wording used in proposals 1 and 2.

 Response The Funds have revised the disclosure as requested.

Comments Applicable to ALPSE, AVIT and FIT Regarding the Manager
of Managers Proposal

 Comment 11. In the Questions and Answers section, under “Why
am I being asked to vote on the Manager of Managers Proposal?” explain in plain English that shareholder approval would
no longer be required to add or change sub-advisers.

 Response The disclosure has been revised as requested. Specifically, the Funds have made the following revisions: “would provide
ALPS Advisors the flexibility to enter into and materially amend sub-advisory agreements in the future with wholly-owned sub-advisers
and unaffiliated sub-advisers, with the approval of the Board of Trustees, but without obtaining approval from Shareholders,
which will allow the Funds to avoid the costs and delays associated with holding a Shareholder meeting.”

 Comment 12. In the Questions and Answers section, under “Why
am I being asked to vote on the Manager of Managers Proposal?” please disclose if there are any anticipated or planned changes
to the existing sub-advisory arrangement, even though none are proposed at this time.

 Response There are not any anticipated or planned changes to the existing service providers. The Funds have revised disclosure accordingly
to state that “No changes to any Fund’s existing sub-advisory arrangement are proposed, planned or anticipated at this
time.”

Comments Applicable to PGZ Regarding the Election of Trustees
Proposal

 Comment 13. Please revise the proxy card to allow shareholders
to vote on each Trustee nominee individually.

 Response The PGZ proxy card has been revised to provide shareholders the ability to vote FOR or WITHHOLD for each individual Trustee
nominee by marking the appropriate box next to each Trustee nominee’s name.

*             *
            *

We also note that additional disclosure will
be added to the Definitive Proxy Statement for ALPS ETF Trust in the discussion of the Interim Advisory Agreements to explain that
each Fund pays to ALPS Advisors a unitary management fee. In the event that a Fund enters into an Interim Advisory Agreement, in
order to avoid any potential disruption of services provided to the Funds by unaffiliated third party service providers, the Board
of Trustees has approved each Fund paying certain unaffiliated services providers directly and ALPS Advisors has agreed to waive
a corresponding portion of the advisory fee. The disclosure to be added to the Definitive Proxy Statement is:

Pursuant to the Existing Advisory Agreement, each Fund
pays ALPS Advisors a unitary management fee designed to pay substantially all the Fund’s expenses and to compensate ALPS
Advisors for providing services for the Fund. Out of the unitary management fee, ALPS Advisors pays substantially all expenses
of the Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services, except for interest
expenses, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses not incurred in the ordinary course
of the Fund’s business. Under the Interim Advisory Agreement, the fee paid to ALPS Advisors would be held in escrow. Therefore,
in order to avoid any potential disruption of services provided to the Funds, the Board has approved each Fund compensating certain
third party service providers directly during the term of the Interim Advisory Agreement. ALPS Advisors has contractually agreed
to waive an amount of the management fee equal to the amount of any such compensation paid by the Fund directly to third party
service providers. Amounts waived by ALPS Advisors pursuant to this waiver will not be subject to recoupment by ALPS Advisors.
Such arrangements will allow each Fund to continue to receive necessary services from its service providers during the term of
the Interim Advisory Agreement and will not result in an increase in total expenses incurred by such Fund.

*             *
            *

U.S. Securities and Exchange Commission

April 4, 2018

Page 5

Should you have any additional comments or concerns,
please do not hesitate to call Andrea Kuchli of ALPS Advisors, Inc. at (720) 917-0992 or the undersigned at (312) 407-0641.

    Sincerely,

    /s/ Kevin T. Hardy

    Kevin T. Hardy

 cc: Andrea Kuchli, ALPS Advisors, Inc.

Rick Noyes, ALPS Advisors, Inc.

CORRESP
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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

October 5, 2017

Mr. Dominic Minore

Division of Investment Management

Securities and Exchange Commission

Washington, D.C. 20549

Re:

RiverNorth Opportunities Fund, Inc.

File Nos. 333-220156; 811-22472

Dear Mr. Minore:

We are writing in response to telephonic comments provided on October 4, 2017 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 October 2, 2017 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.  Changes to the Registration Statement noted below will be reflected in a filing pursuant to Rule 497(c) of the Securities Act.

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. The cover page of the prospectus indicates that 1,280,000 shares are being offered.  Please confirm whether this figure should be 1,251,768, based on the number of shares outstanding as of September 27, 2017 indicated elsewhere in the prospectus.

Response 1. The disclosure has been revised accordingly.

Comment 2. Please disclose the subscription price for shares offered through the secondary over-subscription offer.

Response 2. The disclosure has been revised accordingly.

Mr. Dominic Minore

October 5, 2017

Page 2

Comment 3. In the fee table assuming no leverage, footnote 8 appears to apply to both “Other Expenses” and “Dividend and Interest Expense on Short Sales.”  Please revise the disclosure to include this footnote for both of these line items.

Response 3. The disclosure has been revised accordingly.

Comment 4. On page 39, in the section titled “Structural Risks – Dilution,” please include parallel disclosure regarding the impact of the full secondary over-subscription offer.

Response 4. The disclosure has been revised accordingly.

* * *

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

CORRESP
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RiverNorth Opportunities Fund, Inc.

1290 Broadway, Suite 1100

 Denver, Colorado 80203

October 3, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn.:

Mr. Dominic Minore

 Division of Investment Management

Re:

RiverNorth Opportunities Fund, Inc.

Registration Statement on Form N-2 (File Nos. 333-220156 and 811-22472)

Dear Mr. Minore:

RiverNorth Opportunities Fund, Inc. (the “Registrant”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the effective date of the above-referenced Registration Statement on Form N-2 be accelerated so that the Registration Statement may become effective on Thursday, October 5, 2017, or as soon thereafter as practicable.

We request that we be notified of such effectiveness by telephone call to Allison M. Fumai of Dechert LLP at (212) 698-3526.

Very truly yours,

RiverNorth Opportunities Fund, Inc.

By:

/s/ Christopher A. Moore

Name: Christopher A. Moore

Title: Secretary

CORRESP
1
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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

October 2, 2017

Mr. Dominic Minore

Division of Investment Management

Securities and Exchange Commission

Washington, D.C. 20549

Re:

RiverNorth Opportunities Fund, Inc.

File Nos. 333-220156; 811-22472

Dear Mr. Minore:

We are writing in response to telephonic comments provided on September 22, 2017 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 August 24, 2017 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. In the fee table, please revise the line item titled “Expenses Borne by Common Stockholders of the Fund” to state “Offering Expenses Borne by Common Stockholders of the Fund.”

Response 1. The disclosure has been revised accordingly.

Comment 2. Footnote 3 to the fee table states that the Fund’s management fee represents 1.18% of net assets, but the management fee line item indicates that the management fee is 1.15%. Please explain supplementally or revise the disclosure.

Response 2. The disclosure has been revised accordingly.

Comment 3. Please confirm the amount of Acquired Fund Fees and Expenses (“AFFE”) noted in the fee table, assuming the use of leverage. The Staff would expect the AFFE in the fee table assuming the use of leverage to be higher than the fee table assuming no leverage, as the Fund invests primarily in closed-end funds and exchange-traded funds.

Mr. Dominic Minore

October 2, 2017

Page 2

Response 3. The disclosure has been revised accordingly.

Comment 4. Footnote 8 to the fee table appears to apply to both “Other Expenses” and “Dividend and Interest Expense on Short Sales.” Please revise the disclosure to include this footnote for each of these line items in both the fee table assuming no leverage and the fee table assuming the use of leverage.

Response 4. The disclosure has been revised accordingly.

Comment 5. On the cover page, in the first bulleted paragraph, to the extent that the Fund intends to offer the secondary over-subscription offer, please include risk disclosure to address the further dilution experienced in the event of the full exercise of the secondary over-subscription offer.

Response 5. The disclosure has been revised accordingly.

Comment 6. Please ensure that all shares that can be exercised in the offering are registered. Please disclose the additional offering expenses relating to the secondary over‑subscription offer in the fee tables and the pricing table.

Response 6. The Registrant confirms that all shares to be exercised in the offering have been registered. The disclosure has been revised to reflect the additional offering expenses relating to the secondary over-subscription offer in the fee tables and the pricing table.

Comment 7. The second bulleted paragraph on the cover page states that shareholders “will experience an immediate dilution of the aggregate NAV” if they do not participate in the offering. Please revise this sentence to state that shareholders will experience an immediate substantial dilution.

Response 7. The disclosure has been revised accordingly.

Comment 8. The third bulleted paragraph on the cover page currently states that shareholders “will indirectly bear the expenses of the Offer.” Please revise this disclosure to state that these expenses will be borne by all participating and nonparticipating shareholders.

Response 8. The disclosure has been revised accordingly.

Mr. Dominic Minore

October 2, 2017

Page 3

Comment 9. In the fourth bulleted paragraph on the cover page, please disclose an estimate of the reduction in the Fund’s NAV assuming the full primary subscription and secondary over-subscription offer are exercised.

Response 9. The disclosure has been revised accordingly.

Comment 10. Please provide supplementally the Fund’s consideration of the maximum additional dilution that could occur as a result of the full exercise of the secondary over-subscription offer.

Response 10. The Fund’s Board of Directors (the “Board”) met on August 22, 2017 and September 25, 2017 to consider the terms of the rights offering (the “Offer”), including the factors required by Release No. IC-9932, as modified and superseded by Association of Publicly Traded Investment Funds, SEC No-Action Letter (Aug. 2, 1985) and SEC “Dear Registrant” Letter (Feb. 11, 1993). The Board took into consideration presentations by the Fund’s investment adviser and subadviser designed to demonstrate that: (i) the Offer was designed to fully protect shareholders preemptive rights and to be nondiscriminatory; (ii) management would use its best efforts to ensure an adequate trading market for shareholders who do not exercise their Rights by requesting that the Rights trade on the New York Stock Exchange and by retaining a subscription agent for the Offer (the “Subscription Agent”) and an information agent for the Offer (the “Information Agent”); and (iii) the ratio of the Offer does not exceed one new share for each three Rights.

The Board determined in good faith that (i) the Offer could reasonably be expected to result in a net benefit to existing shareholders, including those who do not choose to exercise their Rights; and (ii) that the Offer was in the best interests of the Fund and its shareholders.

The Board has also considered that additional dilution would occur as a result of the full exercise of the secondary over-subscription offer. The Board will meet at the end of the subscription period to consider whether to authorize the secondary over-subscription offer. The Board will consider the terms and additional dilution relating to the secondary over-subscription offer in light of the SEC guidance discussed above in deciding whether to authorize the secondary over-subscription offer at that time.

Comment 11. On the cover page, please revise the disclosure to state that “if Common Stockholders do not participate in the secondary over-subscription offer (if any), their percentage ownership will be diluted.”

Response 11. The disclosure has been revised accordingly.

Mr. Dominic Minore

October 2, 2017

Page 4

Comment 12. Please confirm supplementally whether the Fund will invest in any entities that are excluded from the definition of “investment company” under the 1940 Act solely by Sections 3(c)(1) or 3(c)(7) of the 1940 Act. If so, please disclose that the Fund will limit its total investment in such entities to no more than 15% of its net assets.

Response 12. The Fund will not invest in entities that are excluded from the definition of “investment company” under the 1940 Act solely by Sections 3(c)(1) or 3(c)(7) of the 1940 Act.

Comment 13. On page 9, please revise the disclosure to highlight the impact of a distribution consisting of return of capital (e.g., adverse tax consequences).

Response 13. The disclosure has been revised accordingly.

Comment 14. On page 9, the disclosure currently states that “[i]nvestors should not make any conclusions about the Fund’s investment performance from the amount of the Fund’s distributions or from the terms of the Fund’s Managed Distribution Plan.” Please revise the disclosure to explain why this is the case.

Response 14. The disclosure has been revised accordingly.

Comment 15. Please revise the dilution table on page 39 to reflect the information currently disclosed in footnote 4.

Response 15. The disclosure has been revised accordingly.

Comment 16. Please file powers of attorney containing specific authority with respect to this N-2 and any amendments thereto.

Response 16. The powers of attorney are filed as exhibits to the pre-effective amendment.

Comment 17. Section 6(a) of the Securities Act requires the Registrant’s registration statement to be signed by its comptroller or principal accounting officer. Please confirm that a signatory is signing in this capacity and modify the signatory’s title accordingly.

Response 17. The signature page has been revised accordingly.

*  *  *

Mr. Dominic Minore

October 2, 2017

Page 5

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

CORRESP
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RIVERNORTH OPPORTUNITIES FUND, INC.

1290 Broadway, Suite 1100

Denver, Colorado 80203

VIA EDGAR

December 21, 2015

Dominic Minore

Senior Counsel

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-0504

Re:
RiverNorth Opportunities Fund, Inc.

Registration Statement on Form N-2

File Nos. 333-169317; 811-22472

Dear Mr. Minore:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, RiverNorth Opportunities Fund, Inc. (“Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form N-2 be accelerated so that the Registration Statement may become effective at 10:00 am, Eastern Time, on December 23, 2015, or as soon as practicable thereafter.

In connection with this request, the Registrant hereby acknowledges that (i) should the U.S. Securities and Exchange Commission (“Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, such action will not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, will not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Registrant may not assert such action as a defense in any proceeding initiated by the Commission under the federal securities laws of the United States.

The Registrant requests that notification of such effectiveness be made by telephone call to Allison M. Fumai of Dechert LLP, legal counsel to the Registrant, at 212.698.3526.

Very truly yours,

RIVERNORTH OPPORTUNITIES FUND, INC.

By: /s/ Thomas A. Carter

Name: Thomas A. Carter

Title: President

Wells Fargo Securities, LLC

375 Park Avenue

New York, NY 10152

VIA EDGAR

December 21, 2015

Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, D.C. 20549-0504

Attn: Mr. Dominic Minore

Re:            RiverNorth Opportunities Fund, Inc. (the “Fund”)

(File Nos. 333-169317 and 811-22472)

Dear Mr. Minore:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we, on behalf of the several underwriters, wish to advise you that distribution of the Registration Statement on Form N-2 as filed on December 2, 2015 and the Preliminary Prospectus dated December 2, 2015 began on December 2, 2015 and is expected to conclude at approximately 10:00 a.m., Eastern Time, on December 23, 2015, with anticipated distribution results as follows: a limited number of Registration Statements have or will be sent to underwriters and approximately 50,000 copies of the Preliminary Prospectus have or will be sent to underwriters, dealers and institutions.

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of the underwriters of the offering of common shares of beneficial interest of the Fund, hereby joins in the request of the Fund for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 10:00 a.m. (ET) on Wednesday, December 23, 2015, or as soon thereafter as practicable.

Page 2

Sincerely,

WELLS FARGO SECURITIES, LLC

As Representative

By:

WELLS FARGO SECURITIES, LLC

By:

/s/ Jerry Raio

Name:  Jerry Raio

Title:  Managing Director

CORRESP
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December 22, 2015

RiverNorth Opportunities Fund, Inc.

351 West Camden Street

Baltimore, Maryland 21201

Re:
Registration Statement on Form N-2

Ladies and Gentlemen:

We have acted as Maryland counsel to RiverNorth Opportunities Fund, Inc., a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form N-2 (Registration Nos. 333-169317 and 811-22472) (the “Registration Statement”) as filed with the Securities and Exchange Commission (the “Commission”), including the Prospectus included therein (the “Prospectus”), for the offering by the Company of _________ shares (the “Shares”) of Common Stock, $0.0001 par value per share, of the Company (“Common Stock”). This opinion is being provided at your request in connection with the filing of the Registration Statement.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1.            The Registration Statement and the related form of prospectus included therein (the “Prospectus”), in the form in which it was transmitted to the Commission under the Securities Act;

2.            The charter of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3.            The Bylaws of the Company (the “Bylaws”), certified as of the date hereof by the Secretary of the Company;

4.            Resolutions adopted by the Board of Directors of the Company (the “Board”) relating to the registration, sale and issuance of the Shares, certified as of the date hereof by the Secretary of the Company;

5.            A certificate of the SDAT as to the good standing of the Company, dated as of the date hereof;

6.            A certificate executed by Abigail J. Murray, Secretary of the Company, dated as of the date hereof; and

RiverNorth Opportunities Fund, Inc.

December 22, 2015

Page 2

7.            Such other instruments, documents and records as we have deemed necessary in order to give this opinion.

In expressing the opinion set forth below, we have assumed the following:

1.            Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.            Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.            Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding.

4.            All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification or amendment to the Documents, or waiver of any provision of the Documents, by action or omission of the parties or otherwise.

5.            The Company will issue the Shares in accordance with the resolutions of the Board and, prior to the issuance of any shares of Common Stock, the Company will have available for issuance, under the Charter, the requisite number of authorized but unissued shares of Common Stock.

6.            The Company does not intend to issue certificates representing the Shares. The Company will send in writing to each stockholder of the Company the information required by the Charter and the Bylaws and the information as contemplated by Section 2-210(c) of the Maryland General Corporation Law for any Shares to be issued, on request by a stockholder of the Company.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that, upon issuance and delivery of the Shares as contemplated by the resolutions of the Board and upon payment therefor, the Shares will be duly authorized, validly issued, fully paid and non-assessable.

RiverNorth Opportunities Fund, Inc.

December 22, 2015

Page 3

Please note that, prior to the issuance of the Shares, an authorized committee of the Board will adopt a resolution setting the actual number of Shares to be issued pursuant to Section 2-203 of the Maryland General Corporation Law. Please further note that, as of the date hereof, the Company has available for issuance, under the Charter, the requisite number of authorized but unissued shares of Common Stock for the issuance of the Shares.

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the securities (or “blue sky”) laws of the State of Maryland. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

FOLEY & LARDNER LLP

CORRESP
1
filename1.htm

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

December 18, 2015

Mr. Dominic Minore

Division of Investment Management

Securities and Exchange Commission

Washington, D.C. 20549

Re:

RiverNorth Opportunities Fund, Inc.

File Nos. 333-169317; 811-22472

Dear Mr. Minore:

We are writing in response to telephonic comments provided on December 15, 2015 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 December 2, 2015 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. In footnote 2 to the table on the front cover of the prospectus, please include a cross reference to the section entitled “Additional Underwriter Compensation.”

Response 1.  The disclosure has been revised accordingly.

Comment 2. Please confirm that the Fund will not invest directly in the following types of investments: (i) loans to consumers, small- and mid-sized companies and other borrowers, including borrowers of student and real estate and mortgage loans, originated through online platforms (or an affiliate) that provide a marketplace for lending (“Marketplace Loans”) through purchases of whole loans (either individually or in aggregations); (ii) notes or other pass-through obligations issued by a marketplace lending platform (or an affiliate) representing the right to receive the principal and interest payments on a Marketplace Loan (or fractional portions thereof) originated through the platform; (iii) asset-backed securities representing ownership in a pool of Marketplace Loans; (iv) private investment funds that purchase Marketplace Loans, (v) equity interests in a marketplace lending platform (or an affiliate); or (vi) loans, credit lines or other extensions of credit to a marketplace lending platform (or an affiliate).

Mr. Dominic Minore

December 18, 2015

Page 2

Response 2.We hereby confirm that the Fund will not invest directly in these types of investments and that any indirect investments would be made through funds registered under the Securities Act of 1933.

Comment 3. Please confirm that 1.35% continues to be the anticipated rate for the Fund’s credit facility.

Response 3. The fee table with be revised in the next pre-effective amendment to note that the anticipated rate for the Fund’s credit facility is 1.60%.

Comment 4. In footnote 6 to the fee table, following the sentence stating “Certain Underlying Funds in which the Fund intends to invest generally charge a management fee of 1.00% to 2.00% and up to a 20% incentive fee on income and/or capital gains,” please clarify that such fees are reflected in “Acquired fund fees and expenses.”

Response 4. The disclosure has been revised accordingly.

Comment 5. In the expense table in footnote 7 to the fee table, please add “As a” before “Percentage of Net Assets Attributable to Common Shares.”

Response 5. The disclosure has been revised accordingly.

Comment 6. In the section entitled “Additional Underwriter Compensation,” please include the maximum percentages representing the structuring fees to be paid to Wells Fargo Securities, LLC, RBC Capital Markets, LLC and Stifel, Nicolaus & Company, Incorporated.

Response 6. This disclosure will be updated in the final prospectus, as these percentages are dependent on the offering price.

Comment 7. On page 23 of the SAI, please change “intends to designate” to “will designate” in the following sentence:  Futures contracts, swaps, caps, floors and collars, options on securities, indices and futures contracts sold by the Fund are generally subject to earmarking and coverage requirements of either the CFTC or the SEC, with the result that, if the Fund does not hold the security or futures contract underlying the instrument, the Fund intends to designate on its books and records on an ongoing basis, cash or liquid securities in an amount at least equal to the Fund’s obligations with respect to such instruments.

Mr. Dominic Minore

December 18, 2015

Page 3

Response 7. The disclosure has been revised accordingly.

Comment 8. Please clarify what is meant by “mandatory notional investments.”

Response 8. The reference to “mandatory notional investments” has been revised to reflect “mandatory investments.” This language refers to incentive fees that remain in certain managed products.

We have also included a revised opinion, as discussed.

*    *    *

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

21792877.2.BUSINESS

DRAFT

December __, 2015

RiverNorth Opportunities Fund, Inc.

351 West Camden Street

Baltimore, Maryland 21201

Re:
Registration Statement on Form N-2

Ladies and Gentlemen:

We have acted as Maryland counsel to RiverNorth Opportunities Fund, Inc., a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form N-2 (Registration Nos. 333-169317 and 811-22472) (the “Registration Statement”) as filed with the Securities and Exchange Commission (the “Commission”), including the Prospectus included therein (the “Prospectus”), for the offering by the Company of _________ shares (the “Shares”) of Common Stock, $0.0001 par value per share, of the Company (“Common Stock”). This opinion is being provided at your request in connection with the filing of the Registration Statement.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1.  The Registration Statement and the related form of prospectus included therein (the “Prospectus”), in the form in which it was transmitted to the Commission under the Securities Act;

2.  The charter of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3.  The Bylaws of the Company (the “Bylaws”), certified as of the date hereof by the Secretary of the Company;

4.  Resolutions adopted by the Board of Directors of the Company (the “Board”) relating to the registration, sale and issuance of the Shares, certified as of the date hereof by the Secretary of the Company;

6.  A certificate of the SDAT as to the good standing of the Company, dated as of the date hereof; and

7.  A certificate executed by Abigail J. Murray, Secretary of the Company, dated as of the date hereof.

RiverNorth Opportunities Fund, Inc.

December __, 2015

Page 2

In expressing the opinion set forth below, we have assumed the following:

1.  Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.  Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.  Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding.

4.  All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification or amendment to the Documents, or waiver of any provision of the Documents, by action or omission of the parties or otherwise.

5.  The Company will issue the Shares in accordance with the resolutions of the Board and, prior to the issuance of any shares of Common Stock, the Company will have available for issuance, under the Charter, the requisite number of authorized but unissued shares of Common Stock. As of the date hereof, the Company has available for issuance, under the Charter, the requisite number of authorized but unissued shares of Common Stock for the issuance of the Shares.

6.  The Company does not intend to issue certificates representing the Shares. The Company will send in writing to each stockholder of the Company the information required by the Charter and the Bylaws and the information as contemplated by Section 2-210(c) of the Maryland General Corporation Law for any Shares to be issued, on request by a stockholder of the Company.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that, upon issuance and delivery of the Shares as contemplated by the resolutions of the Board and upon payment therefor, the Shares will be duly authorized, validly issued, fully paid and non-assessable.

Please note that, prior to the issuance of the Shares, an authorized committee of the Board will adopt a resolution setting the actual number of Shares to be issued pursuant to Section 2-203 of the Maryland General Corporation Law.

RiverNorth Opportunities Fund, Inc.

December __, 2015

Page 3

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the securities (or “blue sky”) laws of the State of Maryland. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

FOLEY & LARDNER LLP

CORRESP
1
filename1.htm

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

November 20, 2015

Mr. Dominic Minore

Division of Investment Management

Securities and Exchange Commission

Washington, D.C. 20549

Re:
RiverNorth Opportunities Fund, Inc.

File Nos. 333-169317; 811-22472

Dear Mr. Minore:

We are writing in response to telephonic comments provided on November 17, 2015 and November 18, 2015 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 November 4, 2015 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 responses previously filed on behalf of the Fund with respect to all previous Staff comments continue to be accurate.

Response 1. We confirm that responses previously provided continue to be accurate, except for Response 2(i) and (iv) and 7 of the November 26, 2013 letter, which are superseded by the responses in this letter.

Comment 2. In the table on the registration statement cover page, please clarify in a footnote that the overallotment shares are included.

Response 2.The disclosure has been revised accordingly.

Comment 3. In footnote 2 to the table on the front cover of the prospectus, please provide a cross reference to the prospectus section disclosing the amount and terms of the agreement.

Mr. Dominic Minore

November 20, 2015

Page 2

Response 3. The disclosure has been revised accordingly.

Comment 4. Please include the language required by Item 1(d) of Form N-2 on the outside front cover.

Response 4. The disclosure has been revised accordingly.

Comment 5. Please clarify in the disclosure that all Underlying Funds will be funds registered under the Securities Act of 1933.

Response 5.The disclosure has been revised accordingly.

Comment 6. On the inside front cover, please clarify the investments that will be included in the 20% bucket.

Response 6. The disclosure has been revised to clarify that the 20% bucket will include ETNs, certain derivatives, such as options and swaps, cash and cash equivalents.

Comment 7. Under leverage, please revise the following sentence to include the word “instead” rather than “also”: “Based on market conditions at the time, the Fund may also use such leverage in amounts that represent less than 15% of the Fund’s Managed Assets.”

Response 7. The disclosure has been revised accordingly.

Comment 8. In the summary risk section, please include disclosure with respect to the layering of fees paid with respect to investments in the Underlying Funds and the potential additional layer of fees with respect to investments in Underlying Funds that invest in other funds.

Response 8. The disclosure has been revised accordingly.

Comment 9. With respect to investments in BDCs, please include disclosure to note that underlying funds with a positive performance may indirectly receive a performance fee from the Fund, even if the Fund’s overall returns are negative.

Response 9. The disclosure has been revised accordingly.

Comment 10. Under the section entitled Principal Investment Strategies, please clarify that the Underlying Funds included in the 30% limitation applicable to investments in “global equity” Underlying Funds may include Underlying Funds that invest a portion of their assets in emerging markets securities.

Mr. Dominic Minore

November 20, 2015

Page 3

Response 10. The disclosure has been revised accordingly.

Comment 11. Please clarify that high yield bonds are also known as junk bonds.

Response 11. The disclosure has been revised accordingly.

Comment 12. Please clarify that investments in ETNs, cash and cash equivalents will not be counted towards the Fund’s 80% investment policy.

Response 12. We have clarified that investments in ETNs, certain derivatives, such as options and swaps, cash and cash equivalents will not be counted towards the Fund’s 80% policy.

Comment 13. Please confirm the statement that derivatives and other transactions will not cause the Fund to pay higher advisory or administration fee rates than it would pay in the absence of such transactions.

Response 13. We hereby confirm the statement. The advisory and administration fees are calculated based on Managed Assets, which means the total assets of the Fund, including assets attributable to leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding).

Comment 14. Please revise the disclosure to clarify that there will be tax consequences to shareholders to the extent the Fund invests in BDCs that pay out a return of capital as a distribution.

Response 14. We have revised the disclosure accordingly.

Comment 15. Under the section entitled Special Distribution Program, please include a cross-reference to information that tells a shareholder how to opt out of the Dividend Reinvestment Plan.

Response 15. We have revised the disclosure accordingly.

Comment 16. Please revise the defined term “Quarterly Special Distribution Program” to “Contingent Quarterly Special Distribution Program.”

Response 16.We have revised the disclosure accordingly.

Mr. Dominic Minore

November 20, 2015

Page 4

Comment 17. Please confirm whether distressed securities includes defaulted securities.

Response 17. We confirm that distressed securities includes defaulted securities and have revised the disclosure accordingly.

Comment 18. Please confirm that the Fund will not invest directly in REITs.

Response 18. We confirm that the Fund will not invest directly in REITs.

Comment 19. Please confirm what kind of collateral the Fund may accept as cover in securities lending transactions.

Response 19. The Fund will not engage in securities lending. The disclosure has been revised accordingly.

Comment 20. Please confirm that you will include in the red herring prospectus the number of shares on which the calculation of the fee table is based.

Response 20. The number of shares on which the calculation of the fee table is based will be included in the red herring prospectus.

Comment 21. In footnote 4 to the fee table, please clarify that the management fee in the table is based on Managed Assets, and therefore is a different number than when shown based on net assets.

Response 21. We have revised the disclosure accordingly.

Comment 22. Please clarify in footnote 5 to the fee table that interest payments on borrowed funds also includes the cost of issuing debt.

Response 22. We have revised the disclosure accordingly.

Comment 23. Please confirm that, to the extent applicable, Item 3, instruction 10(d), (f) and (g) of Form N-2 have been included. Please confirm that Acquired Fund Fees and Expenses do not include any expenses (i.e., performance fees) that are calculated solely upon the realization and/or distribution of gains, or the sum of the realization and/or distribution of gains and unrealized appreciation of assets distributed in-kind.

Mr. Dominic Minore

November 20, 2015

Page 5

Response 23. We have revised the disclosure and confirm that the applicable disclosure required by Item 3, instruction 10(d), (f) and (g) of Form N-2 has been included.

Comment 24. Please clarify that acquired fund fees and expenses of the Underlying Funds are borne indirectly by the Fund.

Response 24. We have revised the disclosure accordingly.

Comment 25. Please clarify that the 10% limitation on investments in certain closed-end funds does not include BDCs.

Response 25. The disclosure has been revised to reflect that 10% limitation on investments in closed-end funds that have been in operation for less than one year does include BDCs.

Comment 26. Please clarify that Underlying Funds will not include funds that are advised or subadvised by the Adviser in addition to those advised or subadvised by RiverNorth.

Response 26. We have revised the disclosure accordingly.

Comment 27. Please confirm that any investments by the Fund that are subject to the 15% limitation on the notional amount of all total return swaps are included in the 20% bucket.

Response 27. We confirm that investments in total return swaps will be included in the 20% bucket.

Comment 28. The prospectus notes that “Assuming the use of leverage in the amount of 15% of the Fund’s Managed Assets and an annual interest/dividend rate on leverage of ________% payable on such leverage based on estimated market interest/dividend rates as of the date of this Prospectus, the additional income that the Fund must earn (net of estimated expenses related to leverage) in order to cover such interest/dividend payments is ________%.” Please confirm that the amounts to be included are based on the use of a credit facility (similar to the fee table).

Response 28. We confirm that the amounts included are based on the use of a credit facility (similar to the fee table).

Mr. Dominic Minore

November 20, 2015

Page 6

Comment 29. Please include minus signs rather than parentheses to indicate negative numbers.

Response 29. The disclosure has been revised accordingly.

Comment 30. Please disclose whether the Fund has any policies relating to securities lending activities, including with respect to securities lending counterparties.

Response 30. The Fund will not engage in securities lending. The disclosure has been revised accordingly.

Comment 31. Please revise the disclosure to clarify that leverage costs borne by Fund include the specified “interest rate” rather than the “rate of return.”

Response 31. The disclosure has been revised accordingly.

Comment 32. Please confirm all disclosure with respect to Item 10 of Form N-2 have been disclosed in the Prospectus.

Response 32. We confirm that the disclosure required by Item 10 of Form N-2 has been included.

Comment 33. Please confirm that all arrangements with underwriters will be disclosed and filed as exhibits.

Response 33. We confirm that the amount of compensation paid to each underwriter will be included in the final prospectus and a form of Structuring Fee Agreement will be filed as an exhibit to the registration statement.

Comment 34. Please change the section entitled “Additional Compensation” to “Additional Underwriter Compensation.”

Response 34. The disclosure has been revised accordingly.

Comment 35. Please disclose that all additional payments to underwriters will be one-time fees.

Response 35. The disclosure has been revised accordingly.

Mr. Dominic Minore

November 20, 2015

Page 7

Comment 36. Please confirm that the Dividend Reinvestment Plan applies to both dividends and Contingent Special Quarterly Distributions, if any.

Response 36. We confirm that the Dividend Reinvestment Plan applies to both dividends and Contingent Special Quarterly Distributions, if any.

Comment 37. Please confirm that no underwriters are affiliates of the Fund.

Response 37. We confirm that no underwriters are affiliates of the Fund, however, ALPS Portfolio Solutions Distributor will be involved in wholesaling the Fund. Disclosure to this effect has been added in the section entitled “Underwriters.”

Comment 38. In the SAI section entitled Investment Restrictions, please revise the disclosure to clarify what is meant by “except as permitted under the 1940 Act” with respect to the applicable restrictions.

Response 38. The disclosure has been revised accordingly.

Comment 39. Please clarify the concentration restriction to include a group of industries.

Response 39. The disclosure has been revised accordingly.

Comment 40. Please disclose that, to the extent the Fund is aware of an investment held by an Underlying Fund, the Fund will consider such investment in determining compliance with the concentration investment restrictions.

Response 40. The Fund appreciates that Staff’s comment, but does not intend to consider the holdings of the Underlying Funds when determining compliance with its fundamental policy not to concentrate. The Fund notes that is has disclosure in its SAI which states that the Fund’s investment policies and restrictions do not apply to the activities of Underlying Funds.

Further, adding disclosure to the Fund’s SAI to the effect that the Fund would “consider” the concentration limits of the Underlying Funds when determining compliance with the Fund’s concentration policy leaves too open-ended the scope and nature of obligation that the Fund would be agreeing to undertake. Such an undertaking would also create practical issues as to the Fund’s ability to comply with such an obligation, as passive investors in the Investment Funds managed by unaffiliated parties.

Mr. Dominic Minore

November 20, 2015

Page 8

Finally, we are not aware of any provision of the 1940 Act or any regulation or formal Commission position thereunder that requires an investment company to look through its investments to apply concentration limits to securities which may be owned by such investments

Comment 41. Please clarify by whom the portfolio manager compensation is paid. Please also clarify what is meant by “mandatory notional investments” in this section.

Response 41. Portfolio manager compensation is paid by the Sub-Adviser. We have revised the disclosure to include this information. The reference to “mandatory notional investments” has been revised to reflect “mandatory investments.” This language refers to incentive fees that remain in certain managed products.

Comment 42. Please clarify whether John Carter and Thomas Carter are related.

Response 42. We confirm that John Carter and Thomas Carter are not related.

Comment 43. On the signature page, please include a signature by the Chief Accounting Officer of the Fund.

Response 43. We have revised the signature page accordingly.

Comment 44. Please confirm that all of the Underlying Funds (including the CEFs, ETFs and BDCs) in which the Fund will invest will be funds registered under the Securities Act of 1933. Please state whether there are any Underlying Funds in which the Fund may invest that are limited to investments by accredited investors only.

Response 44. The Fund currently intends to invest only in funds registered under the Securities Act of 1933 that are available for purchase by retail investors.

Comment 45. Please list every type of security or investment that may be included in the Fund’s 20% bucket. Please state whether there are any limitations with respect to this 20% bucket and confirm the 20% bucket is limited to funds registered under the Securities Act of 1933.

Response 45. The Fund’s 20% bucket will be limited to investments in ETNs, certain derivatives, such as options and swaps, cash and cash equivalents. As noted in our response to Comment 5 above, the disclosure has been revised to note that the Fund will only invest in Underlying Funds registered under the Securities Act of 1933.

Mr. Dominic Minore

November 20, 2015

Page 9

Comment 46. Please state whether the Fund will invest in Underlying Funds that invest in marketplace lending investments or other similar types of investments.

Response 46. The Fund may invest in Underlying Funds that invest in these types of investments only to the extent that such Underlying Funds are registered under the Securities Act of 1933 and are available for purchase by retail investors.

Comment 47. Please confirm that the Fund will not invest directly in the following types of investments:

CORRESP
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filename1.htm

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

November 18, 2015

Mr. Dominic Minore

Division of Investment Management

Securities and Exchange Commission

Washington, D.C. 20549

Re:RiverNorth Opportunities Fund, Inc.

File Nos. 333-169317; 811-22472

Dear Mr. Minore:

We are writing in response to telephonic comments provided on November 17, 2015 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 November 4, 2015 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 responses previously filed on behalf of the Fund with respect to all previous Staff comments continue to be accurate.

Response 1. We confirm that responses previously provided continue to be accurate, except for Response 2(i) and (iv) and 7 of the November 26, 2013 letter, which are superseded by the responses in this letter.

Comment 2. In the table on the registration statement cover page, please clarify in a footnote that the overallotment shares are included.

Response 2. The disclosure has been revised accordingly.

Comment 3. In footnote 2 to the table on the front cover of the prospectus, please provide a cross reference to the prospectus section disclosing the amount and terms of the agreement.

Mr. Dominic Minore

November 18, 2015

Page 2

Response 3. The disclosure has been revised accordingly.

Comment 4. Please include the language required by Item 1(d) of Form N-2 on the outside front cover.

Response 4. The disclosure has been revised accordingly.

Comment 5. Please clarify in the disclosure that all Underlying Funds will be funds registered under the Securities Act of 1933.

Response 5. The disclosure has been revised accordingly.

Comment 6. On the inside front cover, please clarify the investments that will be included in the 20% bucket.

Response 6. The disclosure has been revised to clarify that the 20% bucket will include ETNs, certain derivatives, such as options and swaps, cash and cash equivalents.

Comment 7. Under leverage, please revise the following sentence to include the word “instead” rather than “also”: “Based on market conditions at the time, the Fund may also use such leverage in amounts that represent less than 15% of the Fund’s Managed Assets.”

Response 7. The disclosure has been revised accordingly.

Comment 8. In the summary risk section, please include disclosure with respect to the layering of fees paid with respect to investments in the Underlying Funds and the potential additional layer of fees with respect to investments in Underlying Funds that invest in other funds.

Response 8. The disclosure has been revised accordingly.

Comment 9. With respect to investments in BDCs, please include disclosure to note that underlying funds with a positive performance may indirectly receive a performance fee from the Fund, even if the Fund’s overall returns are negative.

Response 9. The disclosure has been revised accordingly.

Comment 10. Under the section entitled Principal Investment Strategies, please clarify that the Underlying Funds included in the 30% limitation applicable to investments in “global equity” Underlying Funds may include Underlying Funds that invest a portion of their assets in emerging markets securities.

Mr. Dominic Minore

November 18, 2015

Page 3

Response 10. The disclosure has been revised accordingly.

Comment 11. Please clarify that high yield bonds are also known as junk bonds.

Response 11. The disclosure has been revised accordingly.

Comment 12. Please clarify that investments in ETNs, cash and cash equivalents will not be counted towards the Fund’s 80% investment policy.

Response 12. We have clarified that investments in ETNs, certain derivatives, such as options and swaps, cash and cash equivalents will not be counted towards the Fund’s 80% policy.

Comment 13. Please confirm the statement that derivatives and other transactions will not cause the Fund to pay higher advisory or administration fee rates than it would pay in the absence of such transactions.

Response 13. We hereby confirm the statement. The advisory and administration fees are calculated based on Managed Assets, which means the total assets of the Fund, including assets attributable to leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding).

Comment 14. Please revise the disclosure to clarify that there will be tax consequences to shareholders to the extent the Fund invests in BDCs that pay out a return of capital as a distribution.

Response 14. We have revised the disclosure to state accordingly.

Comment 15. Under the section entitled Special Distribution Program, please include a cross-reference to information that tells a shareholder how to opt out of the Dividend Reinvestment Plan.

Response 15. We have revised the disclosure accordingly.

Comment 16. Please revise the defined term “Quarterly Special Distribution Program” to “Contingent Quarterly Special Distribution Program.”

Response 16. We have revised the disclosure accordingly.

Mr. Dominic Minore

November 18, 2015

Page 4

Comment 17. Please confirm whether distressed securities includes defaulted securities.

Response 17. We confirm that distressed securities includes defaulted securities and have revised the disclosure accordingly.

Comment 18. Please confirm that the Fund will not invest directly in REITs.

Response 18. We confirm that the Fund will not invest directly in REITs.

Comment 19. Please confirm what kind of collateral the Fund may accept as cover in securities lending transactions.

Response 19. The Fund will not engage in securities lending. The disclosure has been revised accordingly.

Comment 20. Please confirm that you will include in the red herring prospectus the number of shares on which the calculation of the fee table is based.

Response 20. The number of shares on which the calculation of the fee table is based will be included in the red herring prospectus.

Comment 21. In footnote 4 to the fee table, please clarify that the management fee in the table is based on Managed Assets, and therefore is a different number than when shown based on net assets.

Response 21. We have revised the disclosure accordingly.

Comment 22. Please clarify in footnote 5 to the fee table that interest payments on borrowed funds also includes the cost of issuing debt.

Response 22. We have revised the disclosure accordingly.

Comment 23. Please confirm that, to the extent applicable, Item 3, instruction 10(d), (f) and (g) of Form N-2 have been included.

Response 23. We have revised the disclosure and confirm that the applicable disclosure required by Item 3, instruction 10(d), (f) and (g) of Form N-2 has been included.

Mr. Dominic Minore

November 18, 2015

Page 5

Comment 24. Please clarify that acquired fund fees and expenses of the Underlying Funds are borne indirectly by the Fund.

Response 24. We have revised the disclosure accordingly.

Comment 25. Please clarify that the 10% limitation on investments in certain closed-end funds does not include BDCs.

Response 25. The disclosure has been revised to reflect that 10% limitation on investments in closed-end funds that have been in operation for less than one year does include BDCs.

Comment 26. Please clarify that Underlying Funds will not include funds that are advised or subadvised by the Adviser in addition to those advised or subadvised by RiverNorth.

Response 26. We have revised the disclosure accordingly.

Comment 27. Please confirm that any investments by the Fund that are subject to the 15% limitation on the notional amount of all total return swaps are included in the 20% bucket.

Response 27. We confirm that investments in total return swaps will be included in the 20% bucket.

Comment 28. The prospectus notes that “Assuming the use of leverage in the amount of 15% of the Fund’s Managed Assets and an annual interest/dividend rate on leverage of ________% payable on such leverage based on estimated market interest/dividend rates as of the date of this Prospectus, the additional income that the Fund must earn (net of estimated expenses related to leverage) in order to cover such interest/dividend payments is ________%.” Please confirm that the amounts to be included are based on the use of a credit facility (similar to the fee table).

Response 28. We confirm that the amounts included are based on the use of a credit facility (similar to the fee table).

Comment 29. Please include minus signs rather than parentheses to indicate negative numbers.

Response 29. The disclosure has been revised accordingly.

Mr. Dominic Minore

November 18, 2015

Page 6

Comment 30. Please disclose whether the Fund has any policies relating to securities lending activities, including with respect to securities lending counterparties.

Response 30. The Fund will not engage in securities lending. The disclosure has been revised accordingly.

Comment 31. Please revise the disclosure to clarify that leverage costs borne by Fund include the specified “interest rate” rather than the “rate of return.”

Response 31. The disclosure has been revised accordingly.

Comment 32. Please confirm all disclosure with respect to Item 10 of Form N-2 have been disclosed in the Prospectus.

Response 32. We confirm that the disclosure required by Item 10 of Form N-2 has been included.

Comment 33. Please confirm that all arrangements with underwriters will be disclosed and filed as exhibits.

Response 33. We confirm that the amount of compensation paid to each underwriter will be included in the final prospectus and a form of Structuring Fee Agreement will be filed as an exhibit to the registration statement.

Comment 34. Please change the section entitled “Additional Compensation” to “Additional Underwriter Compensation.”

Response 34. The disclosure has been revised accordingly.

Comment 35. Please disclose that all additional payments to underwriters will be one-time fees.

Response 35. The disclosure has been revised accordingly.

Comment 36. Please confirm that the Dividend Reinvestment Plan applies to both dividends and Contingent Special Quarterly Distributions, if any.

Response 36. We confirm that the Dividend Reinvestment Plan applies to both dividends and Contingent Special Quarterly Distributions, if any.

Mr. Dominic Minore

November 18, 2015

Page 7

Comment 37. Please confirm that no underwriters are affiliates of the Fund.

Response 37. We confirm that no underwriters are affiliates of the Fund, however, ALPS Portfolio Solutions Distributor will be involved in wholesaling the Fund. Disclosure to this effect has been added in the section entitled “Underwriters.”

Comment 38. In the SAI section entitled Investment Restrictions, please revise the disclosure to clarify what is meant by “except as permitted under the 1940 Act” with respect to the applicable restrictions.

Response 38. The disclosure has been revised accordingly.

Comment 39. Please clarify the concentration restriction to include a group of industries.

Response 39. The disclosure has been revised accordingly.

Comment 40. Please disclose that, to the extent the Fund is aware of an investment held by an Underlying Fund, the Fund will consider such investment in determining compliance with the concentration investment restrictions.

Response 40. The Fund appreciates that Staff’s comment, but does not intend to consider the holdings of the Underlying Funds when determining compliance with its fundamental policy not to concentrate. The Fund notes that is has disclosure in its SAI which states that the Fund’s investment policies and restrictions do not apply to the activities of Underlying Funds.

Further, adding disclosure to the Fund’s SAI to the effect that the Fund would “consider” the concentration limits of the Underlying Funds when determining compliance with the Fund’s concentration policy leaves too open-ended the scope and nature of obligation that the Fund would be agreeing to undertake. Such an undertaking would also create practical issues as to the Fund’s ability to comply with such an obligation, as passive investors in the Investment Funds managed by unaffiliated parties.

Finally, we are not aware of any provision of the 1940 Act or any regulation or formal Commission position thereunder that requires an investment company to look through its investments to apply concentration limits to securities which may be owned by such investments

Comment 41. Please clarify by whom the portfolio manager compensation is paid. Please also clarify what is meant by “mandatory notional investments” in this section.

Mr. Dominic Minore

November 18, 2015

Page 8

Response 41. Portfolio manager compensation is paid by the Sub-Adviser. The reference to “mandatory notional investments” has been revised to reflect “mandatory investments.” This language refers to incentive fees that remain in certain managed products.

Comment 42. Please clarify whether John Carter and Thomas Carter are related.

Response 42. We confirm that John Carter and Thomas Carter are not related.

Comment 43. On the signature page, please include a signature by the Chief Accounting Officer of the Fund.

Response 43. We have revised the signature page accordingly.

Comment 44. Please confirm that all of the Underlying Funds (including the CEFs, ETFs and BDCs) in which the Fund will invest will be funds registered under the Securities Act of 1933. Please state whether there are any Underlying Funds in which the Fund may invest that are limited to investments by accredited investors only.

Response 44. The Fund currently intends to invest only in funds registered under the Securities Act of 1933 that are available for purchase by retail investors.

Comment 45. Please list every type of security or investment that may be included in the Fund’s 20% bucket. Please state whether there are any limitations with respect to this 20% bucket and confirm the 20% bucket is limited to funds registered under the Securities Act of 1933.

Response 45. The Fund’s 20% bucket will be limited to investments in ETNs, certain derivatives, such as options and swaps, cash and cash equivalents. As noted in our response to Comment 5 above, the disclosure has been revised to note that the Fund will only invest in Underlying Funds registered under the Securities Act of 1933.

Comment 46. Please state whether the Fund will invest in Underlying Funds that invest in marketplace lending investments or other similar types of investments.

Response 46. The Fund may invest in Underlying Funds that invest in these types of investments only to the extent that such Underlying Funds are registered under the Securities Act of 1933 and are available for purchase by retail investors.

Comment 47. Please confirm that the Fund will not invest directly in the following types of investments: (i) loans to consumers, small- and mid-sized companies and other borrowers, including borrowers of student and real estate and mortgage loans, originated through online platforms (or an affiliate) that provide a marketplace for lending (“Marketplace Loans”) through purchases of whole loans (either individually or in aggregations); (ii) notes or other pass-through obligations issued by a marketplace lending platform

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1095 Avenue of the Americas

New York, NY  10036-6797

+1  212  698  3500  Main

+1  2 12  698  3599  Fax

www.dechert.com

ALLISON M. FUMAI

allison.fumai@dechert.com

+1 212 698 3526  Direct

+1 212 698 3599  Fax

November 17, 2015

Dominic Minore

Division of Investment Management

Securities and Exchange Commission

Washington, D.C. 20549

Re:

RiverNorth Opportunities Fund, Inc.

File Nos. 333-169317; 811-22472

Dear Mr. Minore:

We are writing in response to comments provided on November 13, 2015 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 November 11, 2015 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 all of the Underlying Funds (including the CEFs, ETFs and BDCs) in which the Fund will invest will be ‘33 Act registered funds.  Please state whether there are any Underlying Funds in which the Fund may invest that are limited to investments by accredited investors only.

Response 1. The Fund does not currently intend to invest in any unregistered Underlying Funds or in any Underlying Funds that are limited to investments by accredited investors only.

Comment 2. Please clarify whether the Fund will invest in Underlying Funds advised or subadvised by the Adviser.

Response 2. The Fund’s Registration Statement will be revised to clarify that the Fund will not invest in Underlying Funds that are advised or subadvised by the Adviser, the Subadviser or its affiliates.

November 17, 2015

Page 2

Comment 3. Please confirm that that the Fund will comply with the limitations set forth in Section 12(d) or exemptions therefrom.

Response 3. The Fund will invest in compliance with the limitations set forth in Section 12(d) or exemptions therefrom.

Comment 4. Please confirm that the Fund will only invest in the common stock of the Underlying Funds.  Please confirm that the Fund will not invest in debt or preferred shares of the Underlying Funds.

Response 4. The Fund may invest in preferred shares of closed-end funds that are traded on a national securities exchange (such as MTP Shares) but will otherwise invest only in the common stock of the Underlying Funds.

Comment 5. Please confirm that the Fund will not invest in inverse or leveraged ETFs, but may invest in all other types of ETFs.

Response 5. We hereby confirm that the Fund will not invest in inverse or leveraged ETFs, but may invest in all other types of ETFs.

Comment 6. Please confirm that there are no limitations on the investment parameters of the Underlying Funds eligible for investment by the Fund (e.g., investments in 3(c)(1) or 3(c)(7) funds, CLOs, mortgage backed securities).

Response 6. Except for the limitations set forth in Response 1, we hereby confirm that there are no limitations on the investment parameters of the Underlying Funds eligible for investment by the Fund.

Comment 7. Please list every type of security or investment that may be included in the Fund’s 20% bucket.  Please state whether there are any limitations with respect to this 20% bucket and confirm the 20% bucket is limited to ’33 Act registered funds.

Response 7. The Fund’s 20% bucket will be limited to investments that count towards the Fund’s 80% policy, ETNs and cash and cash equivalents.

Comment 8. Please state the types of securities in which the Fund may invest that have expenses borne by the Fund’s shareholders that are not included in the Acquired Fund Fees and Expenses line item. Some examples are MLPs and REITs.  Are there any others?

November 17, 2015

Page 3

Response 8. The Fund does not intend to invest directly in MLPs and REITs.  It may invest in Underlying Funds which invest in MLPs and REITs, which investments’ fees and expenses will be included in the disclosed Acquired Fund Fees and Expenses (AFFE) line item.

Comment 9. Please state whether there any types of investments the Fund may make that are only limited to accredited investors.

Response 9. The Fund does not currently intend to invest in any Underlying Funds that are limited to investments by accredited investors only

***

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

Partner

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SUMMARY OF FUND EXPENSES

The following table shows estimated Fund expenses as a percentage of net assets attributable to Common Shares. The purpose of the following table and the example below is to help you understand the fees and expenses that you, as a Common Shareholder, would bear directly or indirectly. Common Shareholders should understand that some of the percentages indicated in the tables below are estimates and may vary. The expenses shown in the table and related footnotes are based on estimated amounts for the Fund’s first year of operations and assume that the Fund issues approximately 10,000,000 Common Shares. Accordingly, the Fund’s net assets for purposes of the tables and example below include estimated net proceeds from the offering of $193,600,000. If the Fund issues fewer Common Shares, estimated expenses could be higher as a percentage of net assets attributable to Common Shares, which could adversely affect the investment performance of the Fund. The following table assumes the use of leverage in an amount equal to 15% of the Fund’s Managed Assets (or approximately 17.6% of the Fund’s net assets) and shows Fund expenses as a percentage of net assets attributable to Common Shares. The following table should not be considered a representation of the Fund’s future expenses. Actual expenses may be greater or less than those shown below.

Shareholder Transaction Expenses

Percentage of

 Offering Price

Sales Load

3.00%

Expenses Borne by Common Shareholders of the Fund(1)(2)

0.20%

Dividend Reinvestment Plan Fees

None(3)

Percentage of Net Assets

Attributable to Common

Shares (Assuming the

Use of Leverage

Equal to 15%

of the Fund’s

Total Assets(1)(9)

Annual Expenses

Management fee(4)

1.18%

Administration fee(4)

0.18%

Interest payments on borrowed funds(5)

0.24%

Other expenses(6)

0.15%

Acquired fund (Underlying Fund) fees and expenses(7)

2.02%

Total annual expenses

3.77%

Example(9)

The example illustrates the expenses you would pay on a $1,000 investment in Common Shares (including the sales load of $30.00 and estimated expenses of the offering payable by the Fund of $2.00), assuming (1) “Total annual expenses” of 3.77% of net assets attributable to Common Shares, and (2) a 5% annual return.

1 year

3 years

5 years

10 years

Total Expenses Incurred

$

69

$

144

$

220

$

420

The example should not be considered a representation of future expenses. Actual expenses may be greater or less than those assumed.

(1)
The Adviser and the Subadviser have agreed to bear (a) all organizational expenses of the Fund and (b) such offering expenses of the Fund (other than the sales load) that exceed $0.04 per share of the Fund’s Common Shares. Based on an estimated offering size of $200,000,000 (approximately 10,000,000 Common Shares), the Fund would pay a maximum of $400,000 of offering costs (or $0.04 per Common Share) and the Adviser and the Subadviser would pay all offering costs in excess of $400,000, which are currently estimated to be $449,000 (or $0.045 per Common Share). Proceeds to the Fund are calculated after expenses paid by the Fund.

(2)
The Adviser and the Subadviser (and not the Fund) have agreed to pay from their own assets a structuring fee to each of ____________, ____________ and ____________. The Adviser and the Subadviser (and not the Fund) may also pay certain other qualifying underwriters a structuring fee, sales incentive fee, or additional compensation in connection with the offering.

(3)
There will be no brokerage charges with respect to Common Shares issued directly by the Fund under the dividend reinvestment plan. You will pay brokerage charges in connection with open market purchases or if you direct the plan agent to sell your Common Shares held in a dividend reinvestment account.

(4)
The management fee and administration fee are charged as a percentage of the Fund’s average daily Managed Assets, as opposed to net assets. With leverage, Managed Assets are greater in amount than net assets, because Managed Assets includes borrowings for investment purposes and the liquidation preference of any preferred stock that may be outstanding.

(5)
Assumes interest expense accrued at the rate 1.35% on borrowed funds used to employ leverage, which rate is subject to change based on prevailing market condition.

(6)
Estimated expenses based on the current fiscal year.

(7)
“Acquired fund (Underlying) fees and expenses” are based on estimated amounts for the current fiscal year and reflect the Fund’s pro rata portion of the expenses charged by the Underlying Funds. These expenses are based on the total expense ratio disclosed in each Underlying Fund’s most recent shareholder report. Because acquired fund fees and expenses are not borne directly by the Fund, they will not be reflected in the Fund’s financial statements and the information presented in the table will differ from that presented in the Fund’s financial highlights, when available.

(8)
The example should not be considered a representation of future expenses. The example assumes that the estimated “Other expenses” set forth in the table are accurate and that all dividends and distributions are reinvested at the Common Share net asset values. Actual expenses may be greater or less than those assumed.  Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical 5% annual return shown in the example.

(9)
For purposes of this assumption, all leverage used is in the form of borrowings. The table presented below in this footnote 9 estimates what the Fund’s annual expenses would be, stated as percentages of the Fund’s net assets attributable to Common Shares, but, unlike the table above, assumes that the Fund does not utilize leverage. In accordance with these assumptions, the Fund’s expenses would be estimated to be as follows:

Percentage of

Net Assets

Attributable to

Common Shares

(Assuming

 no Leverage)

Annual expenses (as a percentage of net assets attributable to Common Shares)

Management fees

1.00%

Administrative fees

0.15%

Other expenses

0.15%

Acquired fund (Underlying Fund)

 fees and expenses

1.71%

Total annual expenses

3.01%

FINANCIAL STATEMENTS AND REPORT OF

 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

STATEMENT OF ASSETS AND LIABILITIES

NOVEMBER 11, 2015

Assets:

Cash

$

100,014

Deferred offering costs (See Note 3)

123,500

Total Assets

223,514

Liabilities:

Accrued offering costs (See Note 3)

123,500

Total Liabilities

123,500

Net Assets

$

100,014

Components of Net Assets:

Paid in capital

$

100,014

Net Assets

$

100,014

Shares of beneficial interest outstanding, at $0.0001 par value, and 37,500,000 shares authorized

5,166

Net asset value per common share

$

19.36

Offering price per share

$

20.00

The accompanying notes are an integral part of this financial statement.

RiverNorth Opportunities Fund, Inc.

Notes to Statement of Assets and Liabilities

November 11, 2015

Note 1 — Organization and Registration

RiverNorth Opportunities Fund, Inc. (the “Fund”) is a closed-end management investment company that was organized as a Maryland corporation on September 9, 2010. The Fund is a diversified investment company with an investment objective to seek total return consisting of capital appreciation and income. The Fund has not had any operations other than the sale and issuance of 5,166 common shares of beneficial interest at an aggregate purchase price of $100,014 to ALPS Advisors, Inc. (“ALPS Advisors”), the Fund’s investment adviser at a net asset value of $19.36 per share. Shares issued by the Fund are subject to a sales load of 3.00%.

Note 2 — Significant Accounting Policies

The Fund’s financial statement is prepared in accordance with accounting principles generally accepted in the United States. This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statement. Actual results could differ from these estimates.

Income Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. The Fund plans to file U.S. Federal and various state and local tax returns.

Note 3 — Organizational Expenses and Offering Costs

Organizational Expenses — ALPS Advisors and RiverNorth Capital Management, LLC (“RiverNorth”) the Fund’s sub-adviser, have agreed to pay all of the Fund’s organizational expenses. As a result, organizational expenses of the Fund are not reflected in the Fund’s financial statement. Total organizational expenses incurred through November 11, 2015, are approximately $66,500.

Offering Costs — Offering costs are paid directly by the Fund. ALPS Advisors and RiverNorth have agreed to pay the amount, if any, by which the Fund’s offering costs (other than the sales load) exceed $0.04/share (0.20% of the offering price). Offering costs incurred through November 11, 2015 are approximately $123,500 and management estimates an additional $725,500 of costs expected to be incurred resulting in total offering costs of approximately $849,000 of which the Fund will incur an additional $276,500 based on a $200 million capital raise.  ALPS Advisors and RiverNorth will pay the $449,000 of expenses in excess of the offering price cap. The Statement of Assets and Liabilities reflects the current cost of $123,500 as deferred offering costs.  These offering costs, as well as offering costs incurred subsequent to November 11, 2015, will be charged to paid-in-capital upon sale of the shares to the public or reimbursed by ALPS Advisors and RiverNorth.

Note 4 — Investment Advisory and Other Agreements

ALPS Advisors will serve as the Fund’s investment adviser pursuant to an Investment Advisory Agreement with the Fund. As compensation for its services to the Fund, ALPS Advisors receives an annual investment advisory fee of 1.00% based on the Fund’s average Total Managed Assets. Pursuant to an Investment Sub-Advisory Agreement, ALPS Advisors has retained RiverNorth Capital Management, LLC (“RiverNorth”) as the Fund’s sub-adviser and will pay RiverNorth an annual fee of 0.85% based on the Fund’s Total Managed Assets.

ALPS Fund Services, Inc. (“AFS”), an affiliate of ALPS Advisors, serves as administrator to the Fund. Under an Administration, Bookkeeping and Pricing Services Agreement, AFS is responsible for calculating the net asset values, providing additional fund accounting and tax services, and providing fund administration and compliance-related services to the Fund. AFS is entitled to receive a monthly fee at the annual rate of 0.15% based on the Fund’s average Total Managed Assets, plus out-of-pocket expenses.

RiverNorth Opportunities Fund, Inc.

Notes to Statement of Assets and Liabilities — (Continued)

 November 11, 2015

DST Systems, Inc. (“DST”), the parent company of ALPS Advisors and AFS, serves as the Transfer Agent to the Fund. Under the Transfer Agency Agreement, DST is responsible for maintaining all shareholder records of the Fund. DST is entitled to receive an annual minimum fee of $22,500 plus out-of-pocket expenses.

For these purposes, the term Total Managed Assets is defined as the value of the total assets of the Fund, including assets attributable to leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding), calculated as of 4:00 p.m. Eastern time on such day or as of such other time or times as the Board of Directors may determine in accordance with the provisions of applicable law and of the declaration and bylaws of the Fund and with resolutions of the Board of Directors as from time to time in force. The Fund may use leverage through borrowings or the issuance of preferred stock, in an aggregate amount of up to 15% of the Fund’s total assets immediately after such borrowings or issuance. The sub-adviser will assess whether or not to engage in leverage based on its assessment of conditions in the debt and credit markets. Leverage, if used, is expected to take the form of a borrowing or the issuance of preferred stock, although the Fund currently anticipates that leverage will initially be obtained through the use of bank borrowings or other similar term loans.

The Fund’s Board of Directors approved the Investment Advisory Agreement and the Investment Sub-Advisory Agreement at its November 20, 2015 meeting.

A Director and certain Officers of the Fund are also employees of ALPS Advisors, Inc. and ALPS Fund Services, Inc.

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Mayer Brown LLP

1999 K Street, N.W.

Washington, D.C. 20006-1101

Main Tel +1 202 263 3000

Main Fax +1 202 263 3300

November 27,   2013

www.mayerbrown.com

VIA   EDGAR

Amy W. Pershkow

Direct Tel +1 202 263 3336

Mr.   Larry L. Greene

Direct Fax +1 202 263 5336

Senior   Counsel

apershkow@mayerbrown.com

Securities   and Exchange Commission

100   F Street NE

Washington,   D.C. 20549

Re:                             RiverNorth Opportunities Fund, Inc. (f/k/a RiverNorth Tactical Opportunities Fund, Inc.) (the “Fund”)
  File Numbers 811-22472 and 333-169317

Dear Mr. Greene:

On behalf of the Fund, this letter is in response to the comments you provided on November 13, 2013 regarding Pre-Effective Amendment No. 2 to the Fund’s registration statement on Form N-2 that was filed on October 10, 2013.  Coincident with this letter, the Fund is filing Pre-Effective Amendment No. 3 to its registration statement on Form N-2 (the “Pre-Effective Amendment”), which addresses the comments you provided.  All capitalized terms not defined in this letter have the meanings set out in the Pre-Effective Amendment.

General

1.                                      Comment (Comment 4 in your letter dated December 6, 2010 and Comment 1 in your comments provided on October 20, 2011):  Please state in your response letter whether FINRA will or has reviewed the proposed underwriting terms and arrangements of the transaction involved in the registration statement.  In this connection, indicate whether FINRA has reviewed the payments by the adviser, or an affiliate, of marketing and structuring fees as discussed under the caption “Underwriters.”  Indicate also whether FINRA aggregated such payments with the sales load or other fees for purposes of determining compliance with FINRA guidelines on underwriter compensation.

Response:                                         As of the date of this letter, FINRA has not reviewed the terms of the underwriting agreement or the underwriting arrangements for the offering.  The Fund has not yet selected the underwriter and accordingly has not yet finalized the underwriting agreement or related arrangements.  Similarly, FINRA has not yet reviewed the payments by the adviser, or an affiliate, of marketing and structuring fees as discussed under the caption “Underwriters.” The Fund anticipates submitting the underwriting agreement and related payment arrangements to FINRA once the underwriter has been appointed and the agreement has been negotiated.

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Prospectus

2.                                      Comment:  You posed a number of questions with respect to the Fund’s principal investment strategies:

i)                                         You asked whether the Fund will invest in any affiliated funds.

Response:                                         Yes, the Fund may invest in Underlying Funds that are advised, sponsored, distributed or administered by the Adviser, the Subadviser, or their respective affiliates.  Disclosure to this effect has been added to the prospectus in the Pre-Effective Amendment.

ii)                                      You asked that the Fund disclose whether or not the Fund will concentrate in closed-end funds or ETFs.

Response:                                         Although investment companies are not categorized as an industry under the Standard Industry Classification codes, the Pre-Effective Amendment includes disclosure regarding the risk to the Fund of investing at least 65% of its Managed Assets in closed-end funds and at least 80% of its Managed Assets in Underlying Funds.

iii)                                   You asked that the Fund disclose whether or not the Fund will favor any particular type or style of Underlying Fund.

Response:                                         The Fund will not favor any particular type or style of Underlying Fund.  In addition, the Pre-Effective Amendment includes additional investment parameters regarding various types of Underlying Funds.

iv)                                  You asked whether the Fund would be investing in funds that were not registered under the 1940 Act (e.g., hedge funds).  If so, you asked that the Fund disclose the maximum percentage that the Fund would invest in such unregistered funds, and reminded the Fund of the staff’s view that closed-end funds should invest no more than 15% of their assets in unregistered funds.

Response:                                         The Pre-Effective Amendment includes disclosure regarding investment in unregistered funds, and limits such investments to 10% of the Fund’s net assets.

v)                                     You asked that the Fund disclose that: (i) the Underlying Funds are not subject to the Fund’s investment policies and restrictions, (ii) any Underlying Funds that are unregistered funds are not subject to the restrictions of the 1940 Act, and (iii) the Fund does not receive information regarding the portfolio holdings of Underlying Funds other than information that is otherwise available to the public.

Response:                                         The Pre-Effective Amendment includes disclosure regarding the above risks, as well as certain additional risk disclosures regarding Underlying Funds and unregistered funds.

2

3.                                      Comment:  With respect to the “Use of Leverage” section in the summary prospectus, you asked the Fund to confirm its understanding that the Fund must set aside an appropriate amount of liquid assets in accordance with the SEC’s Investment Company Act Release No. 10666 (“Release No. 10666”), and also reminded the Fund of the SEC’s concept release concerning the use of derivatives by registered investment companies, Investment Company Act Release No. 29776 (the “Concept Release”).  You also cautioned that the Fund should be aware that the staff may issue future guidance on this point which may impact the Fund and its use of total return swaps.

Response:                                         The Fund confirms its understanding the SEC’s guidance in Release No. 10666 and in the Concept Release.

4.                                      Comment:  With respect to the “Non-Diversified Status” risk factor, you suggested certain modifications.

Response:                                         Since the time of the prior filing, the Fund has elected to be classified as a diversified fund. The Pre-Effective Amendment has been revised to reflect this change.

5.                                      Comment:  With respect to the “Auction Rate Securities Risks” risk factor, you inquired as to whether the sentence “The Fund and the Underlying Funds may invest in auction rate securities (“ARS”) issued by closed-end funds” (emphasis added) indicated that there was a possibility that there could be three levels of fund fees (i.e., the ARS issuer, the Underlying Fund, and RIV).  You asked that disclosure be added to address this possibility, if relevant.

Response:                                         The Pre-Effective Amendment modifies the sentence referenced above, and includes disclosure regarding the possibility of three levels of fund fees (e.g., if an Underlying Fund invests in other funds).

6.                                      Comment:  You noted that in the “Foreign Investing Risks” risk factor, the second sentence states that “These risks may be heightened in connection with investments in emerging or developing countries.”  You noted that the Fund’s principal investment strategies currently do not reference investments in emerging markets and asked that this risk be made consistent  with the principal investment strategies (i.e., either by adding language to the PIS, or by deleting the language from the risk factor).

Response:                                         The Pre-Effective Amendment includes additional disclosures regarding emerging markets investments and risks.

7.                                      Comment:  With respect to the “Short Sale Risks” risk factor, you asked what types of instruments the Fund and the Underlying Funds would be shorting—in other words,

3

would they be shorting securities only, or also shorting derivatives or entering into other shorting transactions?

Response:                                         The Fund may short individual securities (including ETF shares).  The Fund also may enter into short futures positions on indices and U.S. Treasury securities.  The Pre-Effective Amendment includes disclosure regarding the Fund possibly entering into short futures positions.  As to the Underlying Funds, their practices (as publicly disclosed) vary as to shorting individual securities and entering into short derivatives positions.  The Pre-Effective Amendment includes disclosure to this effect.

8.                                      Comment:  With respect to footnote 6 that was added to the fee table (i.e., the footnote that includes a separate fee table showing the fees of the fund assuming no leverage), you commented that if the Fund will utilize leverage within the first year of operation, either the footnote should be deleted, or disclosure should be added stating that the unlevered fee table would not apply to the extent that the fund does utilize leverage.

Response:                                         The Pre-Effective Amendment includes additional disclosures regarding the relevance of the fees in footnote 6 (now numbered footnote 7) and in the fee table itself.

9.                                      Comment:  In the last paragraph under “Control Share Acquisitions” in the “Certain Provisions of the Fund’s Charter and By-Laws and of Maryland Law” section, the prospectus currently states that “The MGCL provides that the provisions with respect to a control share acquisition do not apply to a corporation, like the Fund, that is registered under the 1940 Act unless its board of directors adopts a resolution opting into such provisions.  The Fund’s Board of Directors has not yet adopted such a resolution.”   You requested that the Fund notify the staff if such a resolution is adopted by the Board.

Response:                                         The Fund undertakes to notify the staff if such a resolution is adopted by the Board.  (Please generally note that this section has also been revised to conform to the Fund’s Charter, as it has been revised.)

Statement of Additional Information

10.                               Comment (Comment 13 in your comments provided on October 20, 2011):  You had previously asked the Board to take care that the discussion captioned “Board Members and Officers” provides the disclosure required by the new proxy disclosure enhancements release, including the information regarding the board’s leadership structure, including why the structure is appropriate and the extent of the board’s risk oversight of the Fund, and the skills, qualifications or other materially significant information regarding board members.  See, Investment Company Act Release No. 29092 (December 16, 2009) and Form N-2, Items 18.5 and 18.17.

Response:                                         The Pre-Effective Amendment includes updated director disclosures in accordance with the new proxy disclosure enhancements.

4

*                                         *                                         *

Please call me at (202) 263-3336 if you have any questions.

Very truly yours,

/s/   Amy W. Pershkow

Amy   W. Pershkow

cc:                                Erin D. Nelson

Philip J. Niehoff

5

CORRESP
1
filename1.htm

Mayer Brown LLP

1999 K Street, N.W.

Washington, D.C. 20006-1101

Main Tel +1 202 263 3000

Main Fax +1 202 263 3300

October   10, 2013

www.mayerbrown.com

VIA   EDGAR

Amy W. Pershkow

Direct Tel +1 202 263 3336

Mr.   Larry L. Greene

Direct Fax +1 202 263 5336

Senior   Counsel

apershkow@mayerbrown.com

Securities   and Exchange Commission

100   F Street NE

Washington,   D.C. 20549

Re:                             RiverNorth Tactical Opportunities Fund, Inc. (the “Fund”)
  File Numbers 811-22472 and 333-169317

Dear Mr. Greene:

On behalf of the Fund, this letter is in response to the comments you provided on October 20, 2011 regarding Pre-Effective Amendment No. 1 to the Fund’s registration statement on Form N-2 that was filed on September 14, 2011.  Coincident with this letter, the Fund is filing Pre-Effective Amendment No. 2 to its registration statement on Form N-2, which addresses the comments you provided.

General

1.             Comment (Comment 4 in your letter dated December 6, 2010 (the “December Letter”):  Please state in your response letter whether FINRA will or has reviewed the proposed underwriting terms and arrangements of the transaction involved in the registration statement.  In this connection, indicate whether FINRA has reviewed the payments by the adviser, or an affiliate, of marketing and structuring fees as discussed under the caption “Underwriters.”  Indicate also whether FINRA aggregated such payments with the sales load or other fees for purposes of determining compliance with FINRA guidelines on underwriter compensation.

Response:              As of the date of this letter, FINRA has not reviewed the terms of the underwriting agreement or the underwriting arrangements for the offering.  The Fund has not yet selected the underwriter and accordingly has not yet finalized the underwriting agreement or related arrangements.  Similarly, FINRA has not yet reviewed the payments by the adviser, or an affiliate, of marketing and structuring fees as discussed under the caption “Underwriters.” The Fund anticipates submitting the underwriting agreement and related payment arrangements to FINRA once the underwriter has been appointed and the agreement has been negotiated.

2.             Comment (Comment 6 in the December Letter):  The fee table on the facing page discloses the amount of shares being registered.  Confirm that shares to be used to fulfill over-allotments are included in the shares being registered.

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia
 and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Response:              The Fund confirms that shares to be used to fulfill over-allotments will be included in the shares being registered.

Prospectus

3.             Comment:  Comment 11 in the December Letter provided:  Disclosure later on the page following the cover discusses the use of leverage.  The last sentence of that disclosure states that: “Any use of leverage would create a greater risk of loss for the shares of common stock than if leverage is not used.”  Add disclosure indicating that holders of common shares pay all the expenses related to the issuance of debt or use of leverage.

The Fund’s prior response indicated that the disclosure has been added.  You asked for confirmation to this effect.

Response:              The Fund so confirms. The last sentence of the Leverage section on the page following the cover reads as follows:

“Since the holders of common stock pay all expenses related to the issuance of debt or use of leverage, any use of leverage would create a greater risk of loss for the shares of common stock than if leverage is not used.”

4.             Comment:  Comment 12 in the December Letter provided:  Revise the discussion captioned “Cautionary Notice Regarding Forward-Looking Statements” so as to clarify that any forward-looking statements contained in the prospectus or SAI does not meet the safe harbor for forward-looking statements pursuant to §27A of the Securities Act.

The Fund’s prior response indicated that the discussion has been revised accordingly.  You asked for confirmation to this effect.

Response:              The Fund confirms that the discussion has been revised accordingly.

5.             Comment:  Comment 17 in the December Letter provided:  Disclosure under the caption “Prospectus Summary — Principal Investment Strategies” states that: “Investing in inverse ETFs is similar to holding various short positions.  When the Fund engages in a short sale, it sells a security it does not own and, to complete the sale, borrows the same security from a broker or other institution.”  Revise the disclosure so as to explain the manner in which inverse ETFs are deemed to be equivalent to short positions.

You requested additional clarification.

Response:              The comparison between short sales and inverse ETFs has been eliminated from the prospectus.

6.             Comment:  This comment refers to comment 18 in the December Letter.  Disclosure under the caption “Prospectus Summary — Principal Investment Strategies” discusses

2

the Fund’s investments in total return swaps.  There it is said that:  “If the underlying asset declines in value over the term of the swap, the Fund would be required to pay the dollar value of that decline plus any applicable fees to the counterparty.  The Fund may use its own net asset value or that of an affiliated fund or any other reference asset that the Adviser chooses as the underlying asset in a total return swap.”  If the Fund’s own net asset value is the only reference asset the Fund may use, add a statement to that effect.  Alternatively, if the Fund may use other underlying or reference assets, disclose the limits, if any, of the adviser’s ability to select the amount of underlying or reference assets.  If none, disclose the potential risk to the Fund and its shareholders.

Response:              The Fund’s own net asset value is not the only reference asset the Fund may use. The Subadviser may select other reference assets, and the notional amount of each, consistent with the Fund’s investment objective and principal investment policies.  That said, the Fund will limit the notional amount of all total return swaps in the aggregate to 15% of the Fund’s net assets.  The prospectus has been revised accordingly.  Please see pages 3 and 18 of the prospectus.

7.             Comment:  Comment 20 in the December Letter provided:  Disclosure captioned “Prospectus Summary — Dividends and Distributions” indicates that at times, to maintain a stable level of distributions, the Fund may pay out less than all of its net investment income or pay out return of capital.  Disclose the significance of a distribution consisting of a return of capital, including a discussion of the tax aspects as well as the effect on a shareholder’s basis in the Fund.

The Fund responded as follows:  The following disclosure has been added to the end of this section:  Any distribution that is treated as a return of capital generally will reduce a shareholder’s basis in his or her shares, which may increase the capital gain or reduce the capital loss realized upon the sale of such shares.   Any amounts received in excess of a shareholder’s basis are generally treated as capital gain, assuming the shares are held as capital assets.

You asked, with respect to the first new sentence, what types of distributions are treated this way.  With respect to the second new sentence, you asked what is the effect (i.e., are these amounts taxed?).

Response:              A distribution of an amount in excess of the Fund’s current and accumulated earnings and profits, if any, will be treated by a shareholder as a tax-free return of capital, which is applied against and reduces the shareholder’s basis in his, her or its shares.  To the extent that the amount of any such distribution exceeds the shareholder’s basis in his, her, or its shares, the excess will be treated by the shareholder as gain from the sale or exchange of such shares.

8.             Comment (Comment 27(iv) in the December Letter):  Footnote 2 to the fee table states that: “The management fee is charged as a percentage of the Fund’s average daily Managed Assets.”  Explain in the footnote how the amount of managed assets is converted to net

3

assets for the fee table.  Disclose the assumptions used to calculate the expenses, including the estimated proceeds of the offering and the assumed amount of leverage in the next 12 months.  If you assume no leverage, disclose unequivocally that the Fund will not leverage in the next 12 months.  If the Fund may leverage, include the costs of leveraging in the fee table.

Response:              Additional disclosure has been provided in the Summary of Fund Expenses section on pages 14 and 15 of the prospectus.

9.             Comment:  Comment 28 in the December Letter asked for an explanation of the types of “alternative” assets to be acquired by the Fund.  The Fund responded that “alternative” assets to be acquired by the Fund are REITs and structured notes.  You asked where REITs and structured notes were clearly disclosed in the prospectus.

Response:              REIT disclosures appear on pages 2, 11, 16 and 29 of the prospectus and structured note disclosures appear on pages 2, 11, 17 and 31 of the prospectus.

10.          Comment:  Comment 37(ii) in the December Letter asked for an explanation of whether the Fund will treat uncovered options as senior securities subject to §18 of the 1940 Act.  In response to the comment, the Fund added the following disclosure:  The Fund will treat uncovered options as “senior securities” under the 1940 Act and will segregate cash or liquid securities to fulfill its obligation under the options.  You noticed that there appeared to be a typographical error.

Response:              The referenced sentence has been revised as follows:  “The Fund will not treat uncovered options as “senior securities” under the 1940 Act and instead, to address senior security concerns, will segregate cash or liquid securities to fulfill its obligation under the options.”

Statement of Additional Information

11.          Comment:  You referenced disclosure under the caption “Investment Policies and Techniques — Borrowing” and requested that if the Fund expects to issue preferred stock, add appropriate descriptive and risk disclosure.

Response:              The Fund has no present intention of issuing preferred stock, but could do so in the future.  Accordingly, certain descriptive and related disclosures have been added to page 43 of the Statement of Additional Information.

12.          Comment:  Comment 51 in the December Letter noted that the discussion captioned “Management of the Fund — Investment Management Agreement” discloses that:  “Because the fees paid to the Investment Adviser are determined on the basis of the Fund’s Managed Assets, the Investment Adviser’s interest in determining whether to leverage the Fund may differ from the interests of the Fund.”  You requested disclosure on how the board will monitor this conflict of interest of the adviser.

4

Response:              Following the above referenced sentence, we have added the following statement on page 25 of the Statement of Additional Information (end of second paragraph under “Investment Advisory and Subadvisory Agreements”): “The Board of Directors monitors the Fund’s use of leverage and in doing so monitors this potential conflict.”

13.          Comment:  Comment 53 in the December Letter asked the Board to take care that the discussion captioned “Board Members and Officers” provides the disclosure required by the new proxy disclosure enhancements release, including the information regarding the board’s leadership structure, including why the structure is appropriate and the extent of the board’s risk oversight of the Fund, and the skills, qualifications or other materially significant information regarding board members.  See, Investment Company Act Release No. 29092 (December 16, 2009) and Form N-2, Items 18.5 and 18.17.

Response:              The Fund will add the above disclosures and additional disclosures regarding the board in a future amendment.  The Fund has not yet held its organizational meeting, at which the full board will be appointed.

*        *        *

Please call me at (202) 263-3336 if you have any questions.

Very   truly yours,

/s/   Amy W. Pershkow

Amy   W. Pershkow

cc:

Jennifer   T. Welsh

Philip   J. Niehoff

5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20S49
DIVISION OF
INVESTMENT MANAGEMENT
Renee M. Hardt, Esq.
Vedder Price P.C.
222 N. LaSalle Street
Chicago, IL 60601
Re: RiverNorth Tactical Opportunties Fund, Inc. (the "Fund")
File Numbers 811-22472 & 333-169317
Dear Ms. Hardt:
The Fund filed a registration statement on Form N-2 under the Securties Act of
1933 ("Securities Act") and the Investment Company Act of 1940 ("1940 Act") for the
purpose of registerng shares of common stock. The Fund will pursue a tactical asset
allocation strategy and opportstically invest under normal circumstances in underlyig
fuds. Underlying fuds may include closed-end and exchange-traded fuds, open-end
funds, exchange-traded notes and business development companes. We wil review the
Fund's financial statements and other information submitted in subsequent amendients
and may have comments regarding that information.
Our comments regarding the filing are set fort below.
General
1. Please see the U.S. Securties and Exchange Commssion, A Plain English
Handbook (1998). Please review and revise the disclosure where it appears necessar so
as to assure conformity with the Commission's plain English requirements. For example:
i) explain the underlined ter in the following sentence: "In addition, as
a result of the imbedded derivative featues, strctued notes generally are subject
to more risk than investing in a simple note or bond issued by the same Îssuet'(Emphasis added.), and- - i'.' _
ii) correct or explain the underlined ter in the following sentence: "The
purchaser of a put or call option rus the risk oflosing the purchaser'sentite
investment, paid as the premium, in a relatively short period of time if the option
is not "covered" at a gain or canot be exercised at a gain prior to expiration."
(Emphasis added.)
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12161010-:08:07 PM

. ,-",-, -,-_..
2. We remind all registrants of the obligation to file electronic reports with~esp¿ct to'"
their fidelity bond coverage under Rule 17 g-l (g) under the 1940 Act.
3. As appropriate, add disclo'sure regarding the recent market tuoiL. In light of the
Fund's global investments, the disclosure should refer as well to the curent uncertainty
regarding certain European countres.
4. Please state in your response letter whether FIN wil or has reviewed the
proposed underwriting terms and arangements of the transaction involved in the
registration statement. In ths connection, indicate whether FINRA has reviewed the
payments by the adviser, or an affiliate, of marketing and strctug fees as discussed
under the caption "Underwriters." Indicate also whether FINRA aggregated such
payments with the sales load or other fees for puroses of determinng compliance with
FINRA guidelines on underwriter compensation.
5. In light of disclosure under the captions "Investment Objectives, Strategies and
Policies" and "Risks" regarding the Fund's contemplated investments in dervative
instrents, confirm that the Fund's derivatives disclosure reflects the observatiollset
forth in the recent letter from Bar Miler, Associated Director in the Division of"
Investment Management to the Investment Company Institute. See. letter to Ka.e
McMilan, Esq., General Counsel, Investment Company Institute, Dervatives-Related
Disclosures by Investment Companes (July 30,2010).
6. The fee table on the facing page discloses the amount of shares being registeréd.
Confirm that shares to be used to fulfill over-allotments are included in the shares 'being
registered.
Prospectus Cover
7. Revise the pricing table to disclose the amount of the offerig expenses Ôfth~
offering in a footnote. See. Instrction 6 to Item l.g. of Form N-2.
8. Revise the prominent statement appearng at the bottom of the page, the substaìce
of which is required by Rule 481 (b)(1) under the 1940 Act, to reflect the changes brought
about by the National Securties Markets Improvement Act of 1996.
Prospectus
9. Disclosure on the page following the cover and in many other placesinth~filing
indicates that the Fund wil normally invest in underlyig fuds, includingclosed-"ênd
and exchange traded funds, open-end fuds, business development companes åidi;
exchange-traded notes. What provision of the 1940 Act does the Fund rely on to make
such substantial investments in investment company securties? In ths connection,we
" -' ,- .,:~~'--'._.;.
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are aware of the disclosure on ths topic captioned "Prospectus Sumar- Risk
Considerations - Investment-Related Risks - Underlyig Fund Risks."
10. If the Fund may invest in unegistered fuds, such as hedge fuds or fuds that do
not fall under the definition of investment company by virte of §3( c)(1) or §3( c )(7) of
the 1940 Act, add appropriate strategy and risk disclosure. Unless they are issued by
other fuds, explain to the staff why exchange-traded notes are included with the
definition of underlying fuds.
11. Disclosure later on the same page discusses the use ofleverage. The last sentence
of that disclosure states that: "Any use ofleverage would create a greater risk ofloss for
the shares of common stock than ifleverage is not used." Add disclosure indicating that
holders of common shares pay all the expenses related to the issuance of debt or use of
leverage.
12. Revise the discussion captioned "Cautionar Notice Regarding Forward-Looking
Statements" so as to clarfy that any forward-looking statements contaned in the
prospectus or SAI does not meet the safe harbor for forward-looking statements pursuant
to §27 A ofthe Securties Act.
13. The third and fourh sentences of the disclosure captioned "Prospectus Sunar
- Principal Investment Strategies" indicates that normally the Fund's asset allocatioÌi wil
be implemented by opportstically investing in closed-end and exchange traded :tds
and by investing in open-end, exchange traded notes and business development
companes. Clarfy whether ths means that under ordinar market conditions, the Fund
wil not invest in open-end fuds and ETFs.
14. Delete the phrases "such as" and "include, but are not limited to" from the sixth
and seventh sentences in ths paragraph, and disclose all materal investments.
15. The next paragraph discusses how closed-end fud investments are selected.'
Disclose how open-end and other underlying fud investments are selected:
16. Add disclosure indicating that, to the extent that the Fund invests in the common
stock of underlying fuds, including BDCs and ETFs, the Fund, and therefore you, the
shareholders, wil indirectly bear the expenses of the underlyig fuds.
17. Disclosure under this caption also states that: "Investing in inverse ETFs is similar
to holding various short positions. When the Fund engages in a short sale, it sells a .
securty it does not own and, to complete the sale, borrows the same securty from a
broker or other institution." Revise the disclosure so as to explain the maner in which
inverse ETFs are deemed to be equivalent to short positions.
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18. Other disclosure under ths caption discusses the Fund's investments in total
retu swaps. There it is said that: "If the underlying asset declines in value over the ter
of the swap, the Fund would be required to pay the dollar value of that decline plus any
applicable fees to the counterary. The Fund may use its own net asset value or that of
an affliated fud or any other reference asset that the Adviser chooses as the underlyig
asset in a total return swap." Disclose the limits, if any, of the adviser's abilty to select
the amount of underlying or reference assets. If none, disclose the potential risk to the
Fund and its shareholders.
19. Revise the disclosure captioned "Prospectus Sumar - Investment Adviser" to
indicates that the adviser is paid more if the Fund leverages and that ths creates a conflct
of interest.
20. Disclosure captioned "Prospectus Sumar - Dividends and Distrbutions"
indicates that at times, to maintain a stable level of distrbutions, the Fund may payout
less than all of its net investment income or payout retu of capitaL. Disclose the
significance of a distrbution consisting of a retu of capita, including a discussion of
the tax aspects as well as the affect on a shareholder's basis in the Fund.
21. A later sub-caption, "Risk Considerations -Investment-Related Risks," states
that: "ARS are debt securities that are sold though dutch auctions." (Emphasisaäded.)
If the Fund wil acquire auction rate preferred securties, change the underlined ter to
something more appropriate.
22. A subsequent sub-caption discusses distressed securties. If accurate, indicate that
these issuers may be insolvent or banpt.
23. Revise the sub-caption "Exchange-Traded Note Risks" so as to indicate, as
disclosed later, that ETNs typically matue 30 years from the date of issue. In addition,
explain the operation of the underlined term in the following sentence: ''Tere'maybe
restrctions on a fund's right to redeem its investment in an ETN . . ." (Emphasisadded.)
24. Similarly, revise the disclosure sub-captioned "Prospectus Sumar - Risk
Considerations - Investment-Related Risks - Foreign Investing Risks" to indicate the
percentage of assets invested in foreign securties, or, alteratively, to indicate that there
are no limits.
25. Disclosure captioned "REIT Risks" discusses changes in the value of equity
REITs versus mortgage REITs. The same disclosure appears in several places in the
filing. Add disclosure that briefly explains these securties and how the two REITs'differ.
26. Add disclosure to the discussion sub-captioned "Prospectus Sumar - Risk
Considerations - Investment':Related Risks - Underlying Fund Risks" indicating that one
fund may be purchasing a securty that another underlying fud is sellng. Confi that
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the Fund wil not invest more than 25% of its assets in underlyig fuds that concentrate
in an industr.
27. Revise the fee table consistent with the following:
i. revise the following line item as indicated: "Expenses borne by common
shareholders of the Fund,"
ii. move the footnotes appearg after "Anual Expenses" so as to follow the
Example, and
iii. the fee table is substantially blan, as is cerai other financial
information elsewhere in the filing. We may have comments regarding that
information upon its inclusion in an amendment to ths registration statement.
Furher, Footnote 2 states that; "The management fee is charged as a percentage
of the Fund's average daily Managed Assets." Explain in the footnote how the amount of
managed assets is converted to net assets for the fee table. Disclose the assumptions used
to calculate the expenses, including the estimated proceeds of the offerig and the ' ,
assumed amount of leverage in the next 12 months. If you assume no leverage, disclose
unequivocally that the Fund wil not leverage in the next 12 months. If the Fund may
leverage, include the costs ofleveragig in the fee table.
28. Disclosure captioned "Investment Objective, Strategies And Policies - Pricipal
Investment Strategies" discusses specific types of investments in which the Fund may
invest, equity securties, including converible securties, and alternative assets. ,pisclose
each type of equity securty in which the Fund intends to invest. If the Fund may acquire
jun convertible securities, indicate that fact. Lastly, explai the tyes of "alteratiye"assets to be acquired by the Fund. ' ,
29. Disclosure in the thrd paragraph states that: "In selecting closed-end fuds, in
paricular, the Adviser opportstically utilzes a combination of short-term and longer-
term trading strategies to seek to derive value from the discount and nremum spreads
associated with closed-end fuds." Explain ths strategy. Wil the Fund putchase.closed-
end fuds that trade at a premium?
30. Disclosure in the four paragraph states that: "Unlike a fud that allocatesits
assets among mutual funds based on the perceived abilty of the advisers tothoseniutual
funds, the Adviser actively manages the Fund's portfolio among the Underlying FÙnds
based on the Adviser's research and analysis of the market and the investment ment of
the Underlying Funds themselves." What does ths mean? For example, sincethê
portfolios of most underlying fuds wil be dynamically changing, how does the Fund
analyze the merits without considering the investment acumen of the underlying fud
adviser?
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12161010-:08:07 PM

31. The sixth paragraph briefly discusses securties lending and notes that the Flld
wil engage in this activity to increase the retu on the Fund's portfolio. Ifby"retu"
you mean "income," please indicate that in the disclosure. Add disclosure regarding the
regulatory limitations applicable to securties lending, including a statement that the Fund
wil limit its lending to no more than a thrd of its assets. Lastly, indicate that securties
lending involves costs and risks and whether the Fund will invest the collateral tendered
by the pary borrowing the securty.
32. Disclosure in the seventh paragraph discusses total retu swaps and states that:
"Using the Fund's own net asset value as the underlying asset in the total retu swap
serves to reduce cash drag (the impact of cash on the Fund's overall retu) by replacing
it with the impact of market exposure based upon the Fund's own investment holdings."
(Emphasis added.) Explain how ths tye of swap works. Disclose the risk to the Fund
of using the Fund's net asset value as the underlying asset.
33. Disclosure captioned "Use of Leverage" notes that the Fund may borrow to pay
dividends and settle transactions, as well as for investment puroses. Using borrowings
to pay dividends should be consistently disclosed in other discussions in the filing of the
use of leverage.
34. Delete the following sentence from the fift paragraph: "The followigtabfëis
furnished pursuant to SEC requirements." .,',
35. The caption "Risks - Leverage Risks" discloses that: "The use ofleverage
generally wil require the Fund to segregate assets to cover its obligations (or, if the Fund
borrows money or issues preferred shares, to maintain asset coverage in 'conformtY with
the requirements of the 1940 Act). Whle the segregated assets maybe invested in liquid
securities, they may not be used for other operational puroses." Revise the disclosure to
state that the segregated assets wil be liquid. Delete the indicated word from the quoteddisclosure. ., '
36. Revise the sub-caption "Risks - Intial Public Offergs Risks" bydisclosing.
whether the Fund may invest in IPOs of underlying fuds. If it may, there is a sigrficant
risk that the underlying fuds wil trade at a price below the IPO price.
37. Disclosure under the sub-caption "Risks - Options and Futues Risks" states that:
"A fund may purchase and sell call and put options with respect to specific securties, and
may write and sell covered or uncovered call and put options." (Emphasis added.) With
respect to this sentence clarfy the following: i) if the second clause of the sentence, the
underlined clause, relates to options on instrents other than securities, clarfy that
point, and ii) explain whether the Fund wil treat uncovered options as senior secuÎties
subject to §18 of the 1940 Act.
Lo: CompllcrlRvanolRPRPBFhI0282010RPRP
12161010-:08:07 PM

38. Revise the discussion of "REIT Risks" so as to disclose the duplication of fees
and that such fees at the REIT level are not included in the fee table line item reK.~d~gAFFE. '. '
39. Revise the discussion of "Securties Lending Risks" so as to note that such
activity is limited to one thrd of assets and that the Fund must be able to recall loaned
securities to enable it to vote on matters submitted to securty holders.
40. Delete the following sentence from the first paragraph of the disclosure captioned
"Management of the Fund - Portfolio Management:" "Mr. Galley has been