SecProbe.io

CORRESP
 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

 April 14, 2025

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Lauren Hamilton

 Re: RiverNorth Opportunistic Municipal Income Fund, Inc. (the
"Fund" or the "Registrant") (File Nos. 333-281401; 811-23366); Response to Examiner Comments on N-2

 Dear Ms. Hamilton:

 This letter responds
to the staff's comments that you provided on April 3, 2025, in connection with your review of the Fund's above-referenced
registration statement ("Registration Statement") on Form N-2.

 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. Item C.7 on the latest Form N-CEN did not indicate any exemption from Rule 18f-4. If you could please explain in correspondence
why or revise as appropriate. We note that within the registration statement that states, "With respect to the Fund's anticipated
investments in TOB Residuals issued by a tender option bond trust (as further discussed below under "-Tender Option Bonds"),
the Fund will treat such investments as derivatives in compliance with Rule 18f-4 under the 1940 Act."

 The Fund confirms the
box in Item C.7.n.iv of Form N-CEN was inadvertently left unchecked in the Fund's Form N-CEN filing as of June 30, 2024. The Fund
will disclose its reliance on Rule 18f-4 of the 1940 Act, as applicable in future Form N-CEN filings.

 1

 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

CORRESP
 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 28, 2025

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Lauren Hamilton

 Re: RiverNorth Opportunistic Municipal Income Fund, Inc. (the "Fund" or the
 "Registrant") (File Nos. 333-281401; 811-23366); 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, 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. 3 to the Fund's Registration Statement
(the "Revised Registration Statement").

 For your convenience,
we have repeated the comment below in bold, and our response follows 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. On page 12 under the Use of Leverage section, the Staff notes the increase in the line of credit and
that the fee table is incorporated by reference from the June 30, 2024 N-CSR. Please supplementally explain how the additional expenses
associated with the BNP Credit Agreement has been factored into the fee table or confirm that the information presented in the fee table
is not materially misleading. Please also confirm that when shares are taken off the shelf, the prospectus supplement will include such
additional expenses.

 The Fund confirms that the information presented in the fee table
has been updated as of December 31, 2024 in the Revised Registration Statement.

 2. On page 30 under the Effects of Leverage table, please revise such figures through December 31, 2024
or confirm such figures are not materially different from the June 30, 2024 figures given the increase in the line of credit.

 1

 The Fund confirms that the figures in the Effects of Leverage table have been updated as of December 31, 2024 in the Revised Registration
Statement.

 3. The staff notes
 that the financial information included in the Registration Statement has gone stale under
 the financial reporting obligations of Rule 3-18 of Regulation S-X. Please update the financial
 information accordingly.

 The Registrant confirms that the financial information has been updated accordingly 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

 2

CORRESP
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

February
20, 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
Opportunistic Municipal Income Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-281401; 811-23366);
Response to Examiner Comments on N-2

Dear
Ms. Hamilton:

This
letter responds to the comments provided by Ms. Hamilton via telephone on November 19, 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. 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
                                         “Use of Leverage” section of the Prospectus states the following: “With
                                         respect to the Fund’s anticipated investments in TOB Residuals issued by a tender
                                         option bond trust (as further discussed below under “-Tender Option Bonds”),
                                         the Fund will treat such instruments as derivatives in compliance with Rule 18f-4 under
                                         the 1940 Act.” Please explain why the Fund includes asset coverage ratios in the
                                         Financial Highlights consistent with the treatment of TOB residuals as senior securities.

The
Fund confirms that the TOB transactions are treated as derivatives in compliance with Rule 18f-4 under the Investment Company
Act of 1940. The Fund notes that the asset coverage ratios with respect to floating rate obligations in the Fund’s Financial
Highlights were inadvertently included in the Fund’s annual report and will be removed in future shareholder reports.

 2. With
                                         respect to the Fee Table that is incorporated by reference to the Fund’s Form N-CSR,
                                         please supplementally explain why footnote 8 references an expense limitation although
                                         the Fund has no current expense limitation in place.

The
Fund confirms that the above-referenced disclosure will be revised accordingly.

 3. Footnote
                                         8 to the Fee Table that is incorporated by reference to the Fund’s Form N-CSR states
                                         the following: “The example assumes that the estimated “Other expenses”
                                         set forth in the table are accurate and that all dividends and distributions are reinvested
                                         at NAV and that the Fund is engaged in leverage of 36.83% of Managed Assets, assuming
                                         interest and fees on leverage of 4.10%. The interest and fees on leverage is expressed
                                         as an interest rate and represents interest and fees payable on the Credit Agreement.
                                         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.” Please explain why this disclosure does not refer to the TOB transactions
                                         that are disclosed in Footnotes 4 and 5 or revise Footnote 8 to include such transactions.

The
Fund confirms that the disclosure included in Footnote (8) will be revised to reflect the TOB transactions 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

CORRESP
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

October 22, 2024

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 Opportunistic Municipal Income Fund, Inc. (the “Fund” or the
                                                                                          “Registrant”) (File Nos. 333-281401; 811-23366); 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 September 10, 2024 and September 13, 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. There are multiple instances of information that needs to be updated within the Registration Statement.
Please ensure this information will be updated in a pre-effective amendment.

The Registrant confirms that all open items have been updated
in the Revised Registration Statement.

 2. Please ensure that all filings incorporated by reference are hyperlinked in accordance with the FAST
Act.

The Registrant confirms that all filings incorporated by reference
have been hyperlinked in the Revised Registration Statement.

    1

 3. The Fund’s June 30, 2024 N-CSR is incorporated by reference in multiple locations, but at the
time of the filing, the June 30, 2024 N-CSR had not been filed with the Securities and Exchange Commission. Please ensure this information
is on file on EDGAR.

The Fund confirms that the June 30, 2024
N-CSR filed on September 6, 2024 (SEC Accession No. 0001398344-24-017528). The June 30, 2024 N-CSR has been appropriately incorporated
by reference into the Revised Registration Statement with appropriate hyperlinks included per comment 2 above.

 4. The Staff notes that it will need to review the audit consent with the Revised Registration Statement.

The Registrant confirms that the audit
consent has been filed as an exhibit to the Revised Registration Statement.

DISCLOSURE
Comments

 5. Page 7 of the Prospectus discusses MMD Rate Locks. Please provide a more comprehensive discussion
in the Registration Statement regarding how MMD Rate Locks work, the parties involved and the risks.

The Fund has revised the
above-referenced disclosure as follows in the Revised Registration Statement:

“The Fund may also
purchase and sell municipal market data rate locks (“MMD Rate Locks”). An MMD Rate Lock permits the Fund to lock in a specified
municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as
a duration management technique or to protect against any increase in the price of securities to be purchased at a later date. By using
an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing the Fund to select what the manager believes is an
attractive part of the yield curve. The Fund will ordinarily use these transactions as a hedge or for duration or risk management although
it is permitted to enter into them to enhance income or gain or to increase the Fund’s yield, for example, during periods of steep
interest rate yield curves (i.e., wide differences between short term and long term interest rates). An MMD Rate Lock is a contract between
the Fund and an MMD Rate Lock provider pursuant to which the parties agree to make payments to each other on a notional amount, contingent
upon whether the Municipal Market Data AAA General Obligation Scale is above or below a specified level on the expiration date of the
contract. For example, if the Fund buys an MMD Rate Lock and the Municipal Market Data AAA General Obligation Scale is below the specified
level on the expiration date, the counterparty to the contract will make a payment to the Fund equal to the specified level minus the
actual level, multiplied by the notional amount of the contract. If the Municipal Market Data AAA General Obligation Scale is above the
specified level on the expiration date, the Fund will make a payment to the counterparty equal to the actual level minus the specified
level, multiplied by the notional amount of the contract.”

    2

The Fund confirms that
disclosure regarding the risks associated with MMD Rate Locks was added to the Fund’s June 30, 2024 annual report and is incorporated
by reference into the Prospectus in the Revised Registration Statement.

 6. Page 13 of the Prospectus discusses the BNP Credit Agreement. Please file such agreement as an exhibit
to the Registration Statement.

The Fund confirms that
it has filed the BNP Credit Agreement as an exhibit to the Revised Registration Statement.

 7. The N-2 is materially incomplete because it does not incorporate by reference to any existing shareholder
report and is therefore missing disclosure about several N-2 items. In the future, please backwards or forward incorporate to an existing
annual report that can be reviewed to confirm A.2 eligibility and compliance with N-2 requirements.

The Fund confirms that, in the future,
it will backwards incorporate to the existing annual report as requested.

 8. For future reference, if any filing will be due after the initial N-2 is filed, but before the N-2
is declared effective, please include a statement that all filings filed by the Registrant pursuant to the Securities Exchange Act of
1934, as amended, after the date of the initial Registration Statement and prior to effectiveness of the Registration Statement shall
be deemed to be incorporated by reference into the prospectus.

The Fund confirms that the requested change
will be made in all future registration statement filings, as applicable.

 9. In the incorporation by reference section, please add the Fund’s website address for a shareholder to find the prospectus
and Statement of Additional Information.

The requested change has been 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

    3

CORRESP
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filename1.htm

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 Opportunistic Municipal Income 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 why securities are tagged as held as collateral or a loan payable, but
there is no loan payable on the balance sheet.

Response: The credit agreement requires a minimal
amount of collateral to be held in order to maintain the account open, regardless if an amount is drawn on such account. Therefore, although
there is no loan payable currently reflected on the balance sheet, the securities are held as collateral in compliance with the agreement.
These securities held as collateral remain in the possession of the Fund’s custodian through a tri-party agreement.

 2. Comment: The Staff noted that the fund has a distribution policy or practice of maintaining
a specified level of distributions and paid a return of capital on a prospective basis. Please include a discussion of the extent to which
the Fund’s distribution policy resulted in distributions of capital or impacted strategies or NAVs.

Response: The Registrant confirms that it will,
going forward, include the requested information when applicable.

* * * * *

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

CORRESP
1
filename1.htm

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
21, 2024

VIA
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Christopher Bellacicco and Lauren Hamilton

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

                                                                                (File Nos. 333-260485; 811-23366)

                                                                                Response to Examiner Comments on POS 8C

Dear
Mr. Bellacicco and Ms. Hamilton:

This
letter responds to the staff’s comments that you provided via telephone on January 8, 2024, January 18, 2024 and January
22, 2024, in connection with your review of Post-Effective Amendment No. 3 under the Securities Act of 1933, as amended, and Amendment
No. 15 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 29, 2023 (the “Comment
Letter”). The changes to the Fund’s disclosure discussed below will be reflected in Post-Effective Amendment No. 4
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
                                         (5) to the Fee Table has changed to indicate that the tender option bond (“TOB”)
                                         amount reflects the percentage of managed assets attributable to such leverage averaged
                                         over the year ended June 30, 2023, and a weighted average interest rate (emphasis added).
                                         Please supplementally explain why the higher amount of TOBs outstanding at June 30, 2023
                                         was not reflected in the Fee Table. Further, please supplementally explain if the year-end
                                         interest rate for the leverage was materially different from the weighted average interest
                                         rate throughout the year.

    1

The
Registrant notes that given the fluctuation in the TOB leverage utilized throughout any given year and the unpredictability of
future market interest rates, including the Securities Industry and Financial Markets Association (“SIFMA”) Municipal
Swap Index rate that is utilized in the calculation of TOB interest rates, the Fund believes it is appropriate to utilize the
actual leverage expenses incurred in the previous year as presented in the Financial Highlights in the Annual Report in the fee
table and note the actual weighted average interest rate on the TOBs in Footnote (5) of the fee table. In addition, the Fund confirms
that the year-end interest rate for the leverage was not materially different from the weighted average interest rate throughout
the year.

 2. Please
                                         confirm that the registrant has considered the impact of the rising interest rate environment
                                         and that the Fee Table is not materially misstated.

In
light of the unpredictability of future market interest rates, the Fund believes that populating the fee table based on actual
interest payments during the most recent fiscal year, as contemplated by Form N-2, is reasonable and is not materially misstated.

DISCLOSURE
COMMENTS

 3. The
                                         Staff notes that the use of “Under normal market conditions” in the second
                                         sentence under the “Municipal Bond Income Strategy” section on page i of
                                         the Prospectus is inconsistent with the Fund’s concentration policy as disclosed
                                         in the Statement of Additional Information. Please remove.

The
requested change has been made in the Revised Registration Statement.

 4. Under
                                         the Market and Net Asset Value Information section, please include the information for
                                         the quarter ended December 31, 2023 in the table.

The
Registrant has revised the disclosure accordingly.

 5. In
                                         reference to response 7.a included in the Comment Letter:

 a. Please
supplementally explain if the “Pooled Investment Vehicles” or shareholders of such vehicles will be affiliates of
the Fund? If so, please explain why this would not raise affiliated transaction concerns.

 b. Please
supplementally explain whether the Fund anticipates high demand for the contemplated in-kind exchange program by “Pooled
Investment Vehicle” shareholders and why a “Pooled Investment Vehicle” would participate in the contemplated
in-kind exchange program.

    2

 c. Please
confirm that the contemplated in-kind exchange program will not be to the detriment of shareholders of the Fund and will not be
primarily for the benefit of the shareholder offering shares of the “Pooled Investment Vehicle” and participating
in the contemplated in-kind exchange program.

 a. The
                                         Fund confirms that such Pooled Investment Vehicles (as defined in the Comment Letter)
                                         or shareholders of such Pooled Investment Vehicles will not be affiliates of the Fund
                                         as defined in the 1940 Act and that any such transactions would comply with Section 17
                                         of the 1940 Act.

 b. Although
                                         it is difficult to forecast the demand for the contemplated in-kind exchange program,
                                         the Fund believes that there could be robust demand given the potential benefits. For
                                         example, the shareholder exchanging shares of a Pooled Investment Vehicle for shares
                                         of the Fund may benefit from the Adviser’s opportunistic, active management of
                                         the Fund. Such shareholders may also receive a more diversified portfolio relative to
                                         the portfolio of the Pooled Investment Vehicle. In addition, many Pooled Investment Vehicles
                                         have relatively low or no liquidity in the secondary market, and a shareholder of a Pooled
                                         Investment Vehicle could potentially avoid additional discount widening or other adverse
                                         market impacts by utilizing the contemplated in-kind exchange program. Shareholders with
                                         unrealized losses in existing Pooled Investment Vehicles may also experience tax benefits
                                         by participating in the contemplated in-kind exchange program.

 c. The
                                         Registrant confirms that the contemplated in-kind exchange program will not be to the
                                         detriment of shareholders of the Fund and will not be primarily for the benefit of the
                                         shareholder offering shares of the “Pooled Investment Vehicle” and participating
                                         in the contemplated in-kind exchange program.

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

CORRESP
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

November 3, 2022

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ryan Sutcliffe and Lauren Hamilton

  Re: RiverNorth Opportunistic Municipal Income Fund, Inc. (the "Fund" or the
                                                                                       "Registrant") (File Nos. 333-260485; 811-23366); Response to Examiner Comments on N-2

Dear Mr. Sutcliffe and Ms. Hamilton:

This letter responds
to the staff's comments that you provided via telephone on October 24, 2022 and October 25, 2022, in connection with your review of the
Fund's above-referenced registration statement ("Registration Statement") on Form N-2.

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. In the fee table, please supplementally explain how the weighted average annual expense to the Fund
is 0.76% and the leverage costs item listed in the fee table is 0.40%.

The leverage expense ratio of 0.40% within
the fee table is calculated by taking the total leverage expense from the fiscal year ended June 30, 2022, of $553,530, divided by the
average net assets for the same period. The weighted average interest rate paid on the leverage is 0.76%, calculated by taking the average
interest rate of the tender option bonds ("TOBs") multiplied by the average TOB balance, plus the average interest rate on the
line of credit ("LOC") multiplied by the average LOC balance, all divided by the sum of the average TOB balance plus the average
LOC balance for the year ended June 30, 2022 [((0.69%*61,513,877) + (1.13%*10,849,315)) / (61,513,877+10,849,315)].

    1

 2. Please supplementally explain why the asset coverage with respect to borrowings under the Pershing
Facility and from tender option bond transactions in the Effects of Leverage paragraph on page 25 differs from the asset coverage ratios
for the line of credit and floating rate obligations payable in the June 30, 2022 financial highlights. For example, the Effects of Leverage
paragraph notes that asset coverage with respect to borrowings under the Pershing Facility was 1,566% and from tender option bond transactions
was 263% and the financial highlights lists 9,711 for asset coverage per $1,000 of line of credit and 2,465 for asset coverage per $1,000
of floating rate obligations payable.

The Registrant confirms that the rates in
the Effects of Leverage paragraph should state "Asset coverage with respect to borrowings under the Pershing Facility was 971% and
from tender option bond transactions was 246%." and will be updated in the appropriate supplement filing.

 DISCLOSURE

 1. Please confirm that the following sentence will be updated on a post-effective basis: "The Fund
may borrow money bond and/or issue preferred stock, notes or debt securities for investment purposes."

The Registrant confirms that the above-referenced
sentence will be updated to state the following on a post-effective basis: "The Fund may borrow money and/or issue preferred stock,
notes or debt securities for investment purposes."

 2. Please undertake to include the following bulleted information on the Cover Page if the preferred shares issued in the applicable
supplement will not be listed on a securities exchange: The Fund's shares are not listed on a securities exchange, and no market for the
Fund's shares is expected to develop.

Please undertake to include the following bulleted information
on the Cover Page if the preferred shares issued in an applicable supplement will be listed on a securities exchange: (i) that such shares
may be thinly traded, and shareholders may experience losses if sold on the secondary market; (ii) that shares purchased at a premium
to the liquidation preference may result in losses; and (iii) a discussion of the risks of borrowing funds and the risks of the resulting
leverage.

The Registrant confirms that the above-referenced disclosure
will be included as applicable in the appropriate supplement filing.

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.

    2

    Sincerely,

    /s/ David L. Williams

    David L. Williams

    3

CORRESP
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

October 7, 2022

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ryan Sutcliffe and Lauren Hamilton

Re:   RiverNorth Opportunistic Municipal
Income Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-260485; 811-23366); Response to Examiner Comments
on N-2

Dear Mr. Sutcliffe and Ms. Hamilton:

This letter responds
to the staff’s comments that you provided via telephone on August 19, 2022 and September 6, 2022, 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. 2 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. Given the compliance date of Rule 18f-4 effective August 19, 2022, and the related recission of Release
10666, also effective August 19, 2022, please provide an explanation of how the Fund will comply with Rule 18f-4 after the August 19,
2022 compliance date with respect to the Fund’s TOB transactions.

The Fund confirms
that its TOB transactions will be treated as derivatives under Rule 18f-4.

 2. The “Use of Leverage” section beginning on page 12 of the prospectus states the following: “The average principal
balance and interest rate for the period during which the credit facility was utilized for the year ended June 22, 2022 was approximately
$13,000,000 and 2.37%, respectively.” Please update as of June 30, 2022 and also reference the principal outstanding as of the more
recent date.

      1

The Fund confirms that the requested change
has been made in the Revised Registration Statement.

 3. The Fee Table reflects $10 million of leverage outstanding pursuant to Pershing facility, but the “Use
of Leverage” section beginning on page 12 of the prospectus notes that the principal balance outstanding as of June 22, 2022 was
$13 million. Please confirm that these updated leverage figures do not result in a material change to the Fee Table. If the updated figures
constitute a material change, please update the Fee Table as appropriate.

The Fund confirms
that the Fee Table has been updated with the most recent leverage figures.

 4. Please delete Footnotes (1) and (2) from the “Offering Expenses Borne by the Fund” line
item to the Fee Table, as they do not apply to that line item.

The Fund confirms
that Footnotes (1) and (2) have been removed from the “Offering Expenses Borne by the Fund” line item in the Fee Table.

 DISCLOSURE

 5. Please file an updated legal opinion of Faegre Drinker Biddle & Reath LLP removing the following
sentence: “The opinion set forth above is expressed solely for the benefit of the addressee hereof in connection with the matters
contemplated hereby and may not be relied upon by, or filed with, any other person or entity or for any other purpose without our prior
written consent.” Please refer to Staff Legal Bulletin No. 19.

The Registrant confirms that an updated
legal opinion of Faegre Drinker Biddle & Reath LLP will be filed with the Revised Registration Statement.

 1. Please review and revise the applicable disclosure relating to Rule 18f-4 as needed.

The Registrant confirms that the applicable disclosure has
been updated as needed.

 6. Please remove the following sentence in Footnote 7 on page 20: “Deducting the ‘Acquired
fund fees and expenses’ from the Annual Expenses table (because these expenses are not paid by the Fund directly) results in Fund
Total annual expenses (levered) of 2.28% and Fund Total annual expenses (unlevered) of 1.50%.”

The Fund confirms that the requested
sentence has been deleted in the Revised Registration Statement.

      2

 7. Please update the information in the following sentence to the latest practicable date throughout the
registration statement: “The net asset value of the Fund’s common stock on June 22, 2022 was $17.43 per share, and the last
sale price of the Fund’s common stock on the NYSE on such date was $16.33.”

The Registrant has updated the disclosure
accordingly.

 8. Please update the date referenced in the following sentence on page 12 to June 30, 2022: “The
average principal balance and interest rate for the period during which the credit facility was utilized for the year ended June 22, 2022
was approximately $13,000,000 and 2.37%, respectively.”

The requested information has been updated
in the Revised Registration Statement.

 9. Please update the references, as applicable, to the Fund’s most recently filed annual report
for the fiscal year ended June 30, 2022 on Form N-CSR.

The requested information has been updated
in the Revised Registration Statement.

 10. Please update the Rule 18f-4 language on page 16 of the Statement of Additional Information (“SAI”)
to align with similar disclosure on page 9 of the SAI.

The requested change has been 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

      3

CORRESP
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

August 9, 2022

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ryan Sutcliffe and Lauren Hamilton

 Re: RiverNorth Opportunistic Municipal Income Fund, Inc. (the
“Fund” or the “Registrant”) (File Nos. 333-260485; 811-23366); Response to Examiner Comments on N-2

Dear Mr. Sutcliffe and Ms. Hamilton:

This letter responds
to the staff’s comments that you provided via telephone on November 19, 2021 and November 29, 2021, 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. Please explain why the lead-in to the Fee Table does not
include the leverage effects of the Fund’s tender option bond (“TOB”) transactions. The Staff notes that there was
disclosure included in the June 30, 2021 N-CSR (the “N-CSR”) regarding the effects of leverage, which discusses both the
amount of borrowings under the Pershing Facility and TOBs.

The Fund confirms
that the lead-in paragraph and the Fee Table have been updated to include the leverage effects of the Fund’s TOB transactions. Please
see the revised Fee Table attached hereto as Exhibit A.

 2. With respect to the Expense Example, the lead-in paragraph
indicates that the total annual expenses were 3.71%, but the Fee Table indicates total annual expenses of 3.17%. Please update as needed.

    1

The Fund confirms that the Expense Example
has been updated to reflect the total annual expenses noted in the Fee Table in the Revised Registration Statement. Please see the revised
Fee Table and Expense Example attached hereto as Exhibit A.

 3. The lead-in paragraph to the Senior Securities Table indicates
that the table sets forth certain unaudited information relating to the Fund’s senior securities. The Senior Securities Table must
be audited per Form N-2, Item 4.3, Instruction 1.

The Fund confirms that it has incorporated the audited senior securities information by reference to its audited financial statements
consistent with the “Dear Chief Financial Officer” letter from the Chief Accountant of the Division of Investment Management
Annual Industry Comment Letter dated February 14, 2001 (the “CFO Letter”). To meet the audit requirement of the senior securities
table per Item 4.3 of Form N-2, the Dear CFO Letter states that the independent accountant must express an opinion on the senior securities
table itself or on a financial statement or financial highlights that include the senior securities table, and registrants must include,
or incorporate by reference, this opinion in the registration statement. The Dear CFO Letter notes that one way to meet the senior securities
audit requirement is for the registrants to include the senior securities table information with the per share and ratio information in
the financial highlights. Since the financial highlights are specifically covered by the audit opinion, the senior securities table information
also would be covered. Since the Fund has incorporated the audited senior securities information by reference to its audited financial
statements on Form N-CSR, which includes the financial highlights containing the audited senior securities information and the opinion
of its independent registered public accounting firm thereon, the Fund believes that it has satisfied the requirement to include senior
securities information.

 4. With respect to the Senior Securities Table, the Staff notes
that the Fund included the use of TOBs in its Financial Highlights with an associated asset coverage ratio in the N-CSR; however, the
TOBs do not appear within the Senior Securities Table. Please explain the discrepancy in correspondence.

Section 18(a)(1)
under the 1940 Act prohibits a closed-end investment company from issuing any class of senior security or selling any senior security
of which it is the issuer, that represents indebtedness, unless immediately after such issuance or sale the investment company will have
asset coverage of at least 300%. The Securities and Exchange Commission and its staff have indicated, however, that they will not object
to investment companies’ engaging in such transactions without complying with the asset coverage and other requirements of Section
18(a)(1) provided that the investment company segregates or otherwise covers its obligations under the instruments. With respect to the
Fund’s investments in TOB Residuals issued by a tender option bond trust, the Fund segregates (or earmarks) unencumbered liquid
assets (other than the bonds deposited into the tender option bond trust) with a value at least equal to the amount of the TOB Floaters
issued by such trust plus accrued interest, if any, to the extent necessary for the Fund to comply with the foregoing requirements of
the 1940 Act. Therefore, no changes have been made in the Revised Registration Statement.

 DISCLOSURE

 5. Please respond to these comments in writing via EDGAR and
please give the Staff sufficient time to review. Where a comment asks for revised disclosure or revisions, or are contemplated by your
response, please provide us with the revised disclosure with your letter.

The Fund confirms
that the response letter will be submitted with sufficient time for the Staff’s review and that the letter will include revised
disclosures, as applicable.

 6. The Staff notes that the Fund filed a previous shelf registration
statement on Form N-2 on April 27, 2020. The Staff requests that this previous filing be withdrawn.

    2

The Fund confirms that the previous shelf registration statement
has been withdrawn.

 7. Please note that the auditor’s consent will need to
be updated as of a date within 5 days of the new pre-effective amendment.

The Fund confirms that a new auditor’s
consent will be filed with the Revised Registration Statement.

 8. When a take down from the Fund’s shelf registration
statement occurs, the Fund must file updated legality opinions as an exhibit. Accordingly, please include an undertaking that the Fund
will file an unqualified opinion with each takedown of shares.

The Fund confirms that updated legality opinions
will be filed with each takedown of shares, as required.

 9. Please confirm in your response letter that FINRA has reviewed
the proposed underwriting terms and arrangements for the transactions described in the registration statement and that FINRA has issued
a statement expressing no objections to the compensation and other arrangements.

The Fund confirms that FINRA will review any
proposed underwriting terms and arrangements, if required, in connection with any takedown of shares.

 10. Please consider moving the first paragraph on page (iii)
of the Prospectus to either the beginning or end of the cover page section.

The Fund confirms that the above-referenced
disclosure has been moved to the end of the cover page section in the Revised Registration Statement.

 11. Please consider removing the fifth paragraph on page (iii)
of the Prospectus since it is duplicative of disclosure included previously on the cover page.

The Fund confirms that the above-referenced
disclosure has been deleted from the cover page in the Revised Registration Statement.

 12. Please add a cross reference to the Prospectus discussion
regarding risks associated with a leveraged capital structure pursuant to Item 1.1.j of Form N-2 to the “Leverage” section
on page (iv) of the Prospectus.

The Fund confirms that the requested cross
reference has been added in the Revised Registration Statement.

 13. The “Leverage” section on page (iv) of the Prospectus
states that the Fund will seek to limit its overall effective leverage to 45% of Managed Assets. Please supplementally explain how this
complies with the borrowing and leverage limitations of the Investment Company Act of 1940, as amended (the “1940 Act”).

    3

As noted in the Prospectus, the provisions of the 1940 Act
provide that the Fund may borrow or issue notes or debt securities in an amount up to 33 1/3% of its total assets or may issue Preferred
Shares in an amount up to 50% of the Fund’s total assets (including the proceeds from leverage). The Fund’s use of derivatives
and other transactions are not subject to such limitations if the Fund earmarks or segregates liquid assets (or enters into offsetting
positions) in accordance with applicable Securities and Exchange Commission regulations and interpretations to cover its obligations under
those transactions and instruments. With respect to the Fund’s investments in TOB Residuals issued by a tender option bond trust,
the Fund segregates (or earmarks) unencumbered liquid assets (other than the bonds deposited into the tender option bond trust) with a
value at least equal to the amount of the TOB Floaters issued by such trust plus accrued interest, if any, to the extent necessary for
the Fund to comply with the foregoing requirements of the 1940 Act. Accordingly, the Fund confirms that it complies with the borrowing
and leverage limitations of the 1940 Act.

 14. The cover page is generally limited to two pages unless additional
information does not, by its nature, quantity or manner of presentation impede understanding of the required information. Please remove
non-required information in order to decrease the length of the cover page.

The Fund has reviewed the information included
on the cover page and respectfully believes that it does not impede the understanding of the information required by Items 1 and 2 of
Form N-2.

 15. Page 1 of the Prospectus Summary discusses escrow arrangements.
Under Item 3.2 please describe escrow arrangements, if any.

The Fund confirms that there are no applicable
escrow arrangements to disclose in the Prospectus.

 16. The second paragraph on page 4 of the Prospectus discusses
Section 12 of the 1940 Act. Please supplementally discuss the Fund’s plans for compliance with new Rule 12d1-4.

The Fund confirms that it is currently in compliance
with new Rule 12d1-4. As a part of the Fund’s compliance with new Rule 12d1-4, prior to the Fund acquiring securities of another
fund (the “acquiring fund”) that exceeds the limits of Section 12(d)(1), the acquiring fund will enter into a fund of funds
agreement with the acquired fund pursuant to the requirements outlined in Rule 12d1-4 and in accordance with the responsibilities of the
Fund’s Board of Directors related to “fund of funds” arrangements.

 17. Given that the Fund may use short sales, please include an
estimate of dividends and interest expense on short sales in the fee table.

    4

Other than through the use of futures, the
Fund confirms that it does not currently intend to use short sales for hedging, and thus no changes have been made in the Revised Registration
Statement.

 18. Please include a footnote to the fee table disclosing the
cost of investing in swaps. The footnote should include an estimate of such costs as a percentage of Fund assets for the most recent
fiscal year.

The Fund confirms that it did not invest in
total return swaps during the fiscal year but will undertake to include the requested disclosure in the future, if applicable.

 19. The second paragraph on page 10 of the Prospectus discusses
the wind-down period. Please supplementally explain how long the wind down period generally will be. Please consider any Rule 35d-1 implications
or disclosures in light of the length of the wind down period.

The Fund anticipates that, absent unusual market
conditions or unforeseen circumstances at the time of wind-down, it would not take in excess of sixty days. The adopting release for Rule
35d-1 provides that the rule requires investment companies to comply with an 80% investment requirement “under normal circumstances.”
Accordingly, the standard permits investment companies “to depart from the 80% investment requirement in other limited, appropriate
circumstances, particularly in the case of unusually large cash inflows or redemptions.” See Final Rule: Investment Company
Names, Rel. No. IC-24828 (Mar. 31, 2001).

Therefore, the adopting release contemplates
a departure from an 80% investment policy in unusual circumstances, such as during the Fund’s wind down phase. Because any departures
from its policy to invest at least 80% of its Managed Assets in Municipal Bonds during the wind-down phase would be for a temporary period
of time under unusual circumstances, the Fund confirms that it would be in compliance with Rule 35d-1 under the 1940 Act.

 20. With respect to the “Limited Term Fund Structure and
Eligible Tender Offer” section beginning on page 10 of the Prospectus, please supplementally confirm that the Fund would carry
on as a perpetual fund only if an Eligible Tender Offer occurs. If this is not true, please clarify in disclosure.

The Fund confirms that it will carry on as
a perpetual fund only if an Eligible Tender Offer occurs.

 21. The second and third sentences in the first paragraph of
the “Use of Leverage” section beginning on page 12 of the Prospectus are the same. Please delete the duplicative sentence.

The Fund confirms that the duplicative sentence
has been removed in the Revised Registration Statement.

    5

 22. Please consider whether an incorporation by reference to
the Fund’s annual report is necessary for the “Risk Considerations” section on page 16 of the Prospectus.

The Fund confirms that it has incorporated
its annual report by reference in the Risk Considerations section in the Revised Registration Statement.

 23. With respect to Footnote 8 to the Fee Table, please represent
that the Fund will include any sales load and offering costs in the prospectus supplement for any future offering.

The Fund confirms that the applicable prospectus
supplement will disclose the sales load and offering costs for any future offerings.

 24. With respect to Footnote 8 to the Fee Table, please confirm
whether the 0.72% disclosed is a percentage of Managed Assets or if it is the assumed interest rate. If it is the latter, please explain
why it is lower than the 0.98% noted on page 12 of the Prospectus.

The Fund confirms that the 0.72% disclosed
in Footnote 8 is the assumed interest rate, which is lower than the interest rate disclosed on page 12 because it is a blended rate of
interest of the financing from the TOB transactions and the Pershing Facility.

 25. With respect to the “Market and Net Asset Value Information”
section on page 21, if the Fund’s shares have historically traded at a discount, please disclose any steps taken to reduce the
discount and briefly describe the effects of these measures.

The following disclosure has been added to
the “Market and Net Asset Value Information” section of the Prospectus in the Revised Registration Statement:

“The Fund may (but is not obligated to) take action to repurchase shares in the open market or make tender offers for its shares
at or near NAV. During the pendency of any tender offer, the Fund will publish how common shareholders may readily ascertain the NAV.
Repurchase of the common shares may have the effect of reducing any market discount to NAV. There is no assurance that, if action is undertaken
to repurchase or tender for shares, such action will result in the shares trading at a price which approximates their NAV. Please see
“R

CORRESP
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filename1.htm

RiverNorth Opportunistic Municipal Income Fund,
Inc.

325 North LaSalle Street, Suite 645

Chicago, Illinois 60654

October 22, 2018

Dominic Minore, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: RiverNorth Opportunistic Municipal Income Fund, Inc.

(Registration Nos. 333-226273 and 811-23366)

Dear Mr. Minore:

The undersigned, RiverNorth Opportunistic Municipal
Income Fund, Inc., Registrant, pursuant to the provisions of Rule 461 of the General Rules and Conditions of the Securities and
Exchange Commission under the Securities Act of 1933, hereby respectfully requests that the Commission consent to the filing of
the amendment of the Registration Statement and grant acceleration of the effectiveness of said Registration Statement, as amended,
so that the same may become effective at 2:00 p.m., Eastern Daylight Time, on October 25, 2018, or as soon thereafter as practicable.

    Very truly yours,

    RiverNorth Opportunistic Municipal Income Fund, Inc.

    By:
    /s/ Marcus L. Collins

    Marcus L. Collins

CORRESP
1
filename1.htm

October 22, 2018

Via EDGAR

Securities and Exchange Commission

Division of Investment Management, Office of Disclosure
Review and Accounting

100 F Street, NE

Washington, DC 20549-4561

 Attn: Dominic Minore

 Re: RiverNorth Opportunistic Municipal Income Fund, Inc.

Registration Statement on Form N-2

File Nos. 333-226273 and 811-23366

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Securities Act”), the undersigned, UBS Securities LLC, as the representative of the
several underwriters of the offering pursuant to the above-referenced Registration Statement on Form N-2, as amended (the “Registration
Statement”), hereby join in the request of RiverNorth Opportunistic Municipal Income Fund, Inc. that the effective date
of the Registration Statement be accelerated so that the Registration Statement becomes effective at 2:00 p.m., Eastern Time, on
Thursday, October 25, 2018, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we, as representatives
of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as
appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representative of the
several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters and
dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very truly yours,

    UBS SECURITIES LLC

    As representative of the several underwriters

    UBS SECURITIES LLC

    By:
    /s/ Saawan Pathange

    Name: Saawan Pathange

    Title: Managing Director

    UBS SECURITIES LLC

    By:
    /s/ Federico Gonzalez

    Name: Federico Gonzalez

    Title: Associate Director

August 17, 2018

Morrison C. Warren, Esq.
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois  60603

Re: RiverNorth  Opportunistic Municipal Income Fund, Inc. (the “Fund”)
 Registration Statement on Form N -2
 File Nos. 333- 226273; 811- 23366

Dear Mr. Warren:

We have reviewed the registration statement referenced above that was filed on July 20, 2018
and have the following comments.  Whenever a comment is made in one  location, it is
considered applicable to all similar disclosure appearing elsewhere in the registration statement.
Additionally, for convenience, we have generally organized our comments using headings,
defined terms and page numbers found in the registr ation statement.
Registration Statement
Calculation of Registration Fee Under the Securities Act of 1933  (cover page)
In a footnote to the “Amount Being Registered” column, disclose that Common Shares issued
pursuant to the exercise of the underwriters’ ov er-allotment option are also being registered.
Prospectus
Outside Front Cover
The Fund
Please add a brief statement that makes clear the reason for including at this juncture the cross -
reference to the “Contingent Conversion Feature .”
Principal Investment Strategies
Expand the disclosure to include a brief definition of the phrase “exempt -interest dividends” that
appears in this section.

2
 Tactical Municipal Closed -End Fund Strategy
The disclosure states that t he Tactical Municipal Closed -End Fund Strategy will seek to “ (ii)
derive value from the discount and premium spreads associated with closed -end funds.”  Please
amplify the disclosure to identify the categories of “closed -end funds” to which the statement
refers.

Municipal Income Bond Strategy

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

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

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

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

Contingent Conversion Feature  (page iii)

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

Dividends and Distributions  (page iv)

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

Leverage (page iv)

The disclosure states that the Fund may enter into other transactions that have the effect of
leverage, and that such other transactions “ may” include tender option bond transactions.
Additionally, page 7 discloses that the Fund currently anticipates that leverage will initially be
obtained through the use of proceeds received from tender option bond transactions. We also

3
 note from the disclosure appearing on page 56 and elsewhere in the prospectus, that the Fund
may invest in TOB Floaters and TOB Residuals, and that the Fund intends to utilize TOBs as a
form of leverage.  In your response letter, describe how the Fund will treat TOB Floaters, T OB
Residuals, both recourse and non-  recourse, when determining its exposure to leverage, for
purposes of segregating liquid assets and the asset coverage test under section 18(a)(1) under the
Investment Company Act of 1940 (the “ICA”).

Prospectus Summar y
Principal Investment Strategies and Policies  (page 1)

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

State Sp ecific and Industry Risk (page 15)

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

Summary of Fund Expenses  (page 36)

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

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

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

4

Net Asset Value (page 73 )

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

Dividend Reinvestment Plan (page 76)

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

Approval of Extraordinary Corporate Actions  (page 80)

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

Underwriters  (page 91)

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

Additional Underwriter Compensation (page 91)

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

Statement of Additional Information
Investment Restrictions (page 1)
The second paragraph states that any of the Fund’s fundamental investment restrictions that
involve a maximum percentage of securities or assets shall not be considered to be violated
unless an excess over the percentage occur s immediately after and is caused by an acquisition or
encumbrance of securities or assets of,  or borrowings by, the Fund.  Please note that , under the
ICA, the asset coverage requirement applicable to borrowings must be maintained on an ongoing
basis.   Accordingly, please revise the discl osure  to reflect this requirement.

In the fourth enumerated fundamental policy, please insert the phrase “or group of industries”
after the phrase “single industry.”

5

The narrative disclosure supplementing the Fund’s presentation of its fundamental investment
restriction  (4) states that the limitation on industry concentration will apply to municipal
securities if the payment of principal and interest for such securities is derived “solely from” a
specific project .  In that situation , the Fund will consider such municipal securities to be in an
industry.  Please expand the disclosure to state  that the industry of a non-governmental user or of
a project being funded will be counted for concentration purposes where s uch securities are
backed principally by non- governmental assets and revenues.   In this regard, where a
governmental entity commits to providing support only in case the assets and revenues of the
non-governmental user are insufficient to satisfy the oblig ations under the debt, the debt is
considered being backed “principally” by the revenues and assets of the nongovernmental user
and, therefore, will be counted towards the industry of the user for concentration purposes.

Board Members and Officers  (page 3 1)

Please disclose all of the other information required by Item 18 of Form N -2 in the next
submission of the prospectus.  In this regard, the section captioned “Director Qualifications”
should present information for each director that briefly identifies the specific  experience,
qualifications, attributes, or skills that led to the conclusion that the person should serve as a
director for the Fund at the time that the disclosure is made, in light of the Fund’s business and
structure. See  Item 18.17 of Form N -2.
Signatures
Prior to effectiveness of the registration statement, the Fund must have a board of directors
whose composition complies with the applicable provisions of the ICA.  Also, please note the
signature requirements of Sectio n 6(a) of the Securities Act, which requires that the registration
statement be signed by a majority of the Fund’s Board of Directors.
Closing

We note that portions of the filing are incomplete.  We may have additional comments on such
portions when you complete them, on disclosures made in response to this letter, on information
supplied supplementally, or on exhibits added.

Response to this letter should be in the form of a revised submission and should be accompanied
by a supplemental letter that i ncludes your responses to each of these comments. Where no
change will be made in the filing in response to a comment, please indicate this fact in your
supplemental letter and briefly state the basis for your position.

Please advise us if you have subm itted or expect to submit an exemptive application or no- action
request in connection with the registration statement.

You should review and comply with all applicable requirements of the federal securities laws in
connection with the preparation and dist ribution of a preliminary prospectus.

6
 In closing, we remind you that the Trust and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Should you have any questions regarding this letter, please contact me at (202) 551- 6964.

      Sincerely,

       /s/ Dominic Minore

      Dominic Minore
      Senior Counsel

CORRESP
1
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September
21, 2018

Via EDGAR Correspondence
Filing

Dominic Minore, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

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

File Nos. 333-226273, 811-23366

Dear Mr. Minore:

This letter responds to your comments,
provided by telephone on September 20, 2018, regarding the registration statement on Form N-2 for the above captioned Fund (the
“Registration Statement”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the
Registration Statement.

Prospectus

Cover

 1. On the Cover and throughout the Prospectus, following the references to the Fund’s (or
an Underlying Fund’s) ability to invest in Municipal Bonds rated below investment grade, please clarify the lowest rating
(e.g., “D”) that a Municipal Bond in which the Fund may invest may be rated.

Response:	The Prospectus has been
revised as requested.

Limited
Term and Eligible Tender Offer

 2. Please further detail in your response that the “Eligible Tender Offer” for the
Fund is designed in a materially similar fashion to the “Eligible Tender Offer” described in the registration statement
on Form N-2 for XAI Octagon Floating Rate & Alternative Income Term Trust (File Nos. 333-217196; 811-23247).

Response:	The Fund confirms that
the “Eligible Tender Offer” and the description thereof is materially similar to that of the XAI Octagon Floating Rate
& Alternative Income Term Trust transaction, in that each fund’s “Eligible Tender Offer” has the following
attributes:

 • Within 12 months prior to the fund’s stated termination date, the fund’s Board may
cause the fund to conduct a tender offer to purchase outstanding shares from all shareholders at net asset value per share of the
fund;

 • The terms of each Eligible Tender Offer include a provision pursuant to which, in the event the
number of shares properly tendered would result in net assets remaining in the fund to be below the “Termination Threshold”,
the Eligible Tender Offer will be terminated and no shares will be repurchased pursuant to the Eligible Tender Offer. The “Termination
Threshold” for RiverNorth Opportunistic Municipal Income Fund is $100,000,000 and the “Termination Threshold”
for the XAI Octagon Floating Rate & Alternative Income Term Trust is a to be determined percentage of the fund’s assets;
and

 • If the number of tendered shares in each of the Eligible Tender Offers would result in net assets
remaining in the fund to be equal to or above the Termination Threshold, then all properly tendered shares will be purchased by
the fund.

Certain
Provisions of the Fund’s Charter and Bylaws and of Maryland Law

 3. Please clarify in the subsection “Approval of Extraordinary Corporate Actions” that
shareholder rights to approve and terminate the Fund’s advisory contracts under the 1940 Act will not be affected.

Response:	Per
your request, the following sentence has been added to the above referenced section: “[i]n no event will the foregoing provisions
affect shareholder rights under the 1940 Act to approve or terminate an advisory contract of the Fund (without the approval of
any Continuing Director or other member of the Board of Directors).”

* * * * *

We appreciate your prompt attention
to this Registration Statement. If you have any questions or comments or would like to discuss our responses to your questions,
please feel free to contact Morrison Warren at (312) 845-3484 or the undersigned at (312) 845-3273.

    Very truly yours,

    Chapman and Cutler LLP

    By
    /s/ Walter L. Draney

    Walter L. Draney, Esq.

cc: Marcus L. Collins, Esq.; RiverNorth
Capital Management, LLC.

2

CORRESP
1
filename1.htm

September
19, 2018

Via EDGAR Correspondence
Filing

Dominic Minore, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

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

File Nos. 333-226273, 811-23366

Dear Mr. Minore:

This letter responds to your comments, provided
by telephone on September 13, 2018, regarding the registration statement on Form N-2 for the above captioned Fund (the “Registration
Statement”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Registration Statement.

Prospectus

Cover

 1.

 Please add disclosure in the discussion regarding the Fund’s ability to invest in securities
rated “below investment grade” (both on the cover and in other applicable sections of the Prospectus) to clarify the
lowest rated securities in which the Fund may invest.

Response:
Per your request, additional disclosure has been added to the appropriate sections of the Prospectus.

 2. Please add appropriate paragraph breaks to the section titled “Limited Term and Eligible
Tender Offer.”

Response:	The disclosure has been revised
as requested.

 3. Please confirm in your response that the “Eligible Tender Offer” for the Fund is
designed in a materially similar fashion to the “Eligible Tender Offer” described in the registration statement on
Form N-2 for XAI Octagon Floating Rate & Alternative Income Term Trust (File Nos. 333-217196; 811-23247).

Response:	The Fund confirms that the description
of its “Eligible Tender Offer” in the Fund’s Registration Statement is materially similar to the description
of the “Eligible Tender Offer” described in the above referenced registration statement for XAI Octagon Floating Rate
& Alternative Income Term Trust.

 4. Please make bold the following disclosure: “The Fund is not a so called ‘target
date’ or ‘life cycle’ fund whose asset allocation becomes more conservative over time as its target date, often
associated with retirement, approaches. In addition, the Fund is not a ‘target term’ fund whose investment objective
is to return its original NAV on the termination date. The Fund’s investment objectives and policies are not designed to
seek to return to investors that purchase Common Shares in this offering their initial investment of $20.00 per Common Share on
the Termination Date or in an Eligible Tender Offer, and such investors and investors that purchase Common Shares after the completion
of this offering may receive more or less than their original investment upon termination or in an Eligible Tender Offer. See ‘Risks—Structural
Risks—Limited Term and Eligible Tender Offer Risk.’”

Response:
The above referenced disclosure has been presented in bold face.

 5. Please add disclosure to “Limited Term and Eligible Tender Offer” to confirm that
the Fund would continue to be subject to its obligations with respect to any of its outstanding preferred stock or debt securities
when conducting an Eligible Tender Offer.

Response:
The disclosure has been revised as requested.

 6. Please reinsert the disclosure under “Dividends and Distributions” that “[t]here
is no assurance the Fund will make regular monthly distributions or that it will do so at a particular rate.” In addition,
please disclose when the first distribution is anticipated to occur.

Response:
The disclosure has been revised as requested.

Prospectus Summary

 7. For the sentence beginning “[s]ubject to the ranges noted below …” under
the section “Investment Adviser and Subadviser, please clarify where such ranges are noted.

Response:	The disclosure has been revised
as requested.

 8. Under “Principal Investment Strategies and Policies—Municipal Bond Income Strategy,”
please remove the disclosure that “[i]t is possible that the Fund could invest up to 100% of the Managed Assets allocated
to the Municipal Bond Income Strategy in investment grade quality bonds” or otherwise clarify the likelihood that the Fund
would do so, while noting that there is no assurance that such will be the case.

    2

Response:
The above referenced disclosure has been removed.

 9. Please add disclosure under “Limited Term Fund Structure and Eligible Tender Offer”
that (i) an Eligible Tender Offer could result in tax consequences for shareholders, (ii) if the Fund conducts an Eligible Tender
Offer and converts to a perpetual structure, remaining shareholders may not receive another opportunity to exchange their Common
Shares for net asset value, and (iii) an Eligible Tender Offer could result in the Common Shares being thinly traded.

Response:	The disclosure has been revised
as requested. In addition, the Fund notes that the above referenced section includes a cross-reference to “Risks—Structural
Risks—Limited Term and Eligible Tender Offer Risk,” which highlights these and other associated risks.

 10. Please disclose any limitations on the amount of Puerto Rico bonds the Fund may invest or otherwise
disclose that there are no limitations.

Response:	The Prospectus has been revised
to note that “[t]he Fund may invest directly, without limit, in Puerto Rico Municipal Bonds, subject to the industry, issuer
and below investment grade investment restrictions under the Municipal Bond Income Strategy, as applicable.”

 11. As noted in the Fund’s letter dated September 11, 2018 responding to the Staff’s
comments, please include in the Prospectus that the “Underlying Funds in which [the Fund] invests pursuant to the Tactical
Municipal Closed-End Fund Strategy may themselves invest in municipal bonds that pay interest that may be includable in taxable
income for purposes of the Federal alternative minimum tax.”

Response:	Please refer to the “Dividends
and Distributions” sections of the Prospectus for this disclosure.

 12. As noted in the Fund’s above mentioned letter dated September 11, 2018, please clarify
why the Fund does not believe investments in TOB Floaters implicates Section 18 under the 1940 Act.

Response:	TOB Floaters, typically purchased
by money market funds, are essentially short-term debt instruments that pay interest based on municipal rates that reset periodically.
They are not a “senior security” issued by the Fund as defined under Section 18 of the 1940 Act, nor do they have
the characteristics of the types of instruments and transactions that have been subject to the protocol first set forth in SEC
Release IC-10666—e.g., they do not provide direct or indirect leverage to the Fund.

Investment
Objectives, Strategies and Policies

 13. “Managed Assets” is defined to include assets attributable to leverage,
                                                                  including “the portion of assets in tender option bond trusts of which the Fund owns TOB Residuals . . . that has been
                                                                  effectively financed by the trust’s issuance of TOB Floaters.” Please  confirm that  such assets will not be
                                                                  double                                                                   counted in  the Fund’s Managed Assets.

    3

Response:	The Fund confirms that it
will not double count assets when calculating its Managed Assets. The Fund’s inclusion in its Managed Assets of
Municipal Bonds deposited in tender option bond trusts of which it owns TOB Residuals is analogous to the customary inclusion
by closed-end funds in their managed assets of securities purchased through bank borrowings.

Investment Philosophy and Process

 14. The sentence beginning with “[t]he term ‘tactical’ is used to indicate …”
appears to be missing language. Please revise as necessary.

Response:
The sentence has been fixed.

 Risks

 15. The disclosure states that the Fund’s overall exposure to a single industry or a single
state of origin may be greater after factoring in the investments of the Underlying Funds, in which case the Fund may be more susceptible
to adverse economic, political or regulatory occurrences affecting that particular state or industry. Please expand the prospectus
disclosure to take into account the SAI disclosure that is requested under Comment No. 20 below.

Response:
The disclosure has been revised as requested.

Certain
Provisions of the Fund’s Charter and Bylaws and of Maryland Law

 16. Please revise the disclosure relating to the shareholder approval items identified under the
subsection “Approval of Extraordinary Corporate Actions” to make clear that the voting requirements would not conflict
with the voting requirements under the 1940 Act.

Response:
The disclosure has been revised as requested.

 17. Please confirm that the Fund will revise its Charter to reflect the revisions in the Fund’s
registration statement as to the terms set forth in the Charter.

Response:	The Fund will amend and restate
its Charter to align with the descriptions in the Fund’s registration statement.

Limited
Term and Eligible Tender Offer

 18. The last sentence of the last paragraph of this section refers to “as described below.”
Please include a direct cross reference to the appropriate section.

    4

Response:
The disclosure has been revised as requested.

 Underwriters

 19. Please insert a subsection titled “Additional Underwriter Compensation” prior to
the disclosure relating to such and add cross references to this subsection as appropriate throughout the Prospectus.

Response:
The disclosure has been revised as requested.

Statement of Additional Information

 20. Please confirm that, for purposes of the Fund’s fundamental policy (1) in the Statement
of Additional Information relating to its status as a diversified company, the Fund will look through to the underlying Municipal
Bonds deposited in tender option bond trusts, as opposed to the TOB Issuer itself.

Response:
The Fund confirms this statement.

 21. Please reinsert the disclosure following the fundamental policies of the Fund further describing
the Fund’s fundamental policy (4) that “[a]lthough the Fund’s investments in Underlying Funds are not deemed
to be investments in a particular industry, to the extent that the Fund is aware of the investments held by the Underlying Funds,
the Fund will consider such information when determining compliance with fundamental investment restriction (4).”

Response:	The requested disclosure has been
added.

 22. Under “Management of the Fund—Investment Advisory Agreement and Subadvisory Agreement,”
please remove the following statement consistent with the other revisions made in the Fund’s registration statement: “[i]n
addition, the Fund’s Charter requires the favorable vote of two-thirds of the entire Board of Directors to advise, approve,
adopt or authorize entering into, terminating or amending the Investment Advisory Agreement and the Subadvisory Agreement, which
supermajority voting requirement is greater than the minimum voting requirement under the 1940 Act.” In the following sentences,
please include references to the Subadvisory Agreement as such disclosure regarding the Investment Advisory Agreement similarly
applies to the Subadvisory Agreement.

Response:	The disclosure has been revised
as requested.

* * * * *

    5

We appreciate your prompt attention to this
Registration Statement. If you have any questions or comments or would like to discuss our responses to your questions, please
feel free to contact Morrison Warren at (312) 845-3484 or the undersigned at (312) 845-3273.

    Very truly yours,

    Chapman and Cutler LLP

    By
    /s/ Walter L. Draney

    Walter L. Draney, Esq.

cc: Marcus L. Collins, Esq.; RiverNorth Capital
Management, LLC.

    6

CORRESP
1
filename1.htm

September
11, 2018

Via EDGAR Correspondence
Filing

Dominic Minore, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

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

 File Nos. 333-226273, 811-23366

Dear Mr. Minore:

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

Registration Statement

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

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

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

Prospectus

Outside Front Cover

The Fund

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

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

Principal Investment Strategies

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

Response: The disclosure
has been revised as follows:

“In order to qualify to pay
exempt-interest dividends, which are items of interest excludable from gross income for federal income tax purposes, the Fund will
seek to invest at least 50% of its Managed Assets directly in such Municipal Bonds.”

Tactical Municipal Closed-End Fund Strategy

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

Response: The disclosure
has been revised as follows:

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

Municipal Income Bond Strategy

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

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

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

    2

Response: The disclosure
has been revised accordingly.

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

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

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

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

Contingent Conversion Feature (page
iii)

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

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

Dividends and Distributions (page
iv)

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

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

Leverage (page iv)

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

    3

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

Prospectus Summary

Principal Investment Strategies (page
1)

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

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

State Specific and Industry Risk
(page 15)

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

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

    4

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

Summary of Fund Expenses (page 36)

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

Response: The fee table
and Example have been completed.

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

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

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

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

Net Asset Value (page 73)

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

    5

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

Dividend Reinvestment Plan (page
76)

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

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

Approval of Extraordinary Corporate Actions
(page 80)

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

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

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

 • the election and removal of officers;

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

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

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

Underwriters (page 91)

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

    6

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

Additional Underwriter Compensation
(page 91)

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

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

Statement of Additional Information

Investment Restrictions (page 1)

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

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

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