CORRESP 1 filename1.htm
 
1095 Avenue of the Americas
 New York, NY  10036-6797
+1  212  698  3500  Main
+1  212  698  3599  Fax
www.dechert.com
 
 
ALLISON M. FUMAI
 
allison.fumai@dechert.com
+1 212 698 3526  Direct
+1 212 698 3599  Fax

October 5, 2017
 
Mr. Dominic Minore
Division of Investment Management
Securities and Exchange Commission
Washington, D.C. 20549
 
Re:
RiverNorth Opportunities Fund, Inc.
File Nos. 333-220156; 811-22472
 
Dear Mr. Minore:
 
We are writing in response to telephonic comments provided on October 4, 2017 with respect to a registration statement (the “Registration Statement”) filed on Form N-2 under the Securities Act of 1933, as amended (“Securities Act”), and the Investment Company Act of 1940, as amended (“1940 Act”), on October 2, 2017 on behalf of RiverNorth Opportunities Fund, Inc. (the “Fund”), a closed-end investment company. The Fund has considered your comments and has authorized us to make the responses and changes discussed below to the registration statement on its behalf.  Changes to the Registration Statement noted below will be reflected in a filing pursuant to Rule 497(c) of the Securities Act.
 
On behalf of the Fund, set forth below are the SEC staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.
 
Comment 1. The cover page of the prospectus indicates that 1,280,000 shares are being offered.  Please confirm whether this figure should be 1,251,768, based on the number of shares outstanding as of September 27, 2017 indicated elsewhere in the prospectus.
 
Response 1. The disclosure has been revised accordingly.
 
Comment 2. Please disclose the subscription price for shares offered through the secondary over-subscription offer.
 
Response 2. The disclosure has been revised accordingly.
 
Mr. Dominic Minore
October 5, 2017
Page 2
 
Comment 3. In the fee table assuming no leverage, footnote 8 appears to apply to both “Other Expenses” and “Dividend and Interest Expense on Short Sales.”  Please revise the disclosure to include this footnote for both of these line items.
 
Response 3. The disclosure has been revised accordingly.
 
Comment 4. On page 39, in the section titled “Structural Risks – Dilution,” please include parallel disclosure regarding the impact of the full secondary over-subscription offer.
 
Response 4. The disclosure has been revised accordingly.
 
* * *
 
If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at 212-698-3526.  Thank you.
 
Sincerely,
 
/s/Allison M. Fumai
  
Allison M. Fumai