THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

What is this proposal?

The Fund’s stockholders are being asked to consider whether to convert the Fund from a closed-end fund to an open-end investment company (the “Open-End Proposal”). If the Fund converts to an open-end fund, the Fund’s Common Shares would become redeemable directly by the Fund at NAV and would not trade on any exchange. In order to address the organizational changes necessitated by converting from a closed-end fund to an open-end fund, approval of this proposal would also authorize the Directors to make such amendments to RiverNorth Opportunities Fund’s Charter and such other changes as they may deem necessary or appropriate and may require additional stockholder approval.

Why is this proposal being submitted to stockholders?

The Fund’s Articles of Incorporation require that in the calendar year 2021, the Board call a meeting of stockholders for the purposes of voting to determine whether the Fund should be converted to an open-end fund.

What do the Directors recommend?

The Directors of the Fund, including the Independent Directors, believe the continued operation of the Fund as a closed-end fund is in the best interest of the Fund’s stockholders. ACCORDINGLY, THE DIRECTORS OF THE FUND UNANIMOUSLY RECOMMEND THAT THE FUND’S STOCKHOLDERS VOTE “AGAINST” THIS PROPOSAL.

Why are the Directors recommending a vote against this proposal?

The Board believes that the Fund has been successful in its current closed-end fund structure and that any benefits that stockholders might receive from changing the structure would be significantly outweighed by the negatives of operating as and converting to an open-end fund. At a meeting of the Board held on May 11, 2021, the Directors considered the following factors, among others, in recommending a vote against converting the Fund to an open-end investment company which are summarized below.

Comparison of Open-End Fund and Closed-End Fund Characteristics

Currently, the Fund is a closed-end fund. Accordingly, it does not redeem its outstanding shares. The Fund’s Common Shares are principally traded on the NYSE at prevailing market prices, which may be equal to, less than NAV (known as a “discount to NAV”) or more than NAV (known as a “premium to NAV”). By contrast, open-end funds issue redeemable securities for which there is no secondary trading market. The holders of such redeemable securities have the right to surrender them to the issuing open-end fund and obtain in return their proportionate share of the fund’s NAV per share at the time of redemption (less any redemption fee charged by the fund or contingent deferred sales charge imposed by the fund’s distributor), except during periods when the NYSE is closed or trading thereon is restricted, or when redemptions may otherwise be suspended in an emergency as permitted by the 1940 Act. Additionally, most open-end funds continuously offer new shares to investors at a price based upon the shares’ NAV per share at the time of issuance.

Potential Disadvantages from the Conversion of the Fund to an Open-End Fund

(1) Loss of the Fund’s Current Market Price Premium to its NAV.

Closed-end funds whose shares have historically traded at a large discount to their NAV, a conversion to an open-end fund would allow fund stockholders to redeem their shares at NAV rather than at the prevailing market price. However, for a closed-end fund that historically trades at a premium, conversion to an open-end fund causes its stockholders immediate harm, as future redemptions would be required to be made at NAV and the Fund’s trading premium would be eliminated. Stockholders holding at the time of conversion would thus be faced with a loss equal to the difference between the Fund’s market price and NAV.

As of the close of business on June 1, 2021, the Fund’s Common Shares were trading at a premium greater than 4% to its NAV. In fact, as of that same date, the Fund’s Common Shares have averaged a trading premium to NAV of greater than 2.3% for the 2021 year-to-date period. As shown in the chart below, since the Fund’s inception, the Fund’s Common Shares have traded both at a premium and a discount to NAV. The Fund cannot predict whether the Common Shares will trade in the future at a premium or discount to NAV in the future.

The following table shows, for each fiscal quarter since the quarter ended January 31, 2016: (i) high and low NAVs per share of common stock, (ii) the high and low sale prices per share of common stock, as reported in the consolidated transaction reporting system, and (iii) the percentage by which the common shares traded at a premium over, or discount from, the high and low NAVs per shares of common stock. The Fund’s NAV per Common Shares is determined on a daily basis. Past performance is not indicative of future performance.

(2) Negative Impact on Portfolio Management.

Management of Share Redemptions and Proceeds. While under normal market conditions, the portfolio assets of closed-end funds can be fully invested in accordance with their investment strategies, open-end funds are subject to periodic inflows and outflows of cash that can complicate and negatively affect the management of the Fund’s portfolio. For example, open-end funds may be subject to pressure to sell portfolio securities at disadvantageous times or prices in order to satisfy redemption requests.

Another difference between the management of an open-end fund and a closed-end fund relates to the management of inflows and outflows. While the ability of open-end funds to sell shares at any time (resulting from shares being priced at NAV per share) may produce certain distribution efficiencies, open-end funds are unable to coordinate the timing of asset inflows and outflows. Open-end funds often find that large net purchases of shares occur around market highs and face net redemptions around market lows, which may be inopportune times to invest or liquidate portfolio positions, respectively.

The negative effects that the inability to manage the timing of stockholder investments and redemptions would likely be magnified for the Fund. The Fund’s strategy seeks to derive value from the discount and premium spreads associated with closed-end fund investments and the Sub-Adviser’s research shows that historically, closed-end fund discounts often are greater during market downturns and narrow in strong markets. Thus, in a market downturn that sees closed-end discounts widen, an open-end fund may be required to sell investments at a loss to meet increases in redemption requests, while a similar closed-end fund would be able to take advantage of investment opportunities given its stable base of assets.

In addition, the ability of open-end funds to invest all of a fund’s assets in portfolio securities may be limited because of the need to maintain cash reserves to provide for stockholder redemptions. The level of redemptions may be particularly high immediately following a conversion to open-end status and therefore, initially, the Fund may be forced to sell significant portfolio securities to satisfy redemption requests. In the event cash reserves, temporary investments and borrowings are exhausted, the result may be that more securities in the Fund’s portfolio will be sold, leaving the Fund with less-liquid securities in its portfolio which are not as well-suited to meeting future redemptions. As a closed-end fund, the Fund’s portfolio can be managed with a greater emphasis on long-term considerations as it is not required to liquidate portfolio holdings at inopportune times to meet redemption requests.

Enhanced investment flexibility with respect to illiquid securities and leverage. Because they are required to maintain the ability to honor redemption requests, open-end funds are prohibited by the 1940 Act from investing more than 15% of their assets in illiquid securities. Closed-end funds such as the Fund are not subject to this restriction, although generally the Fund has not utilized this flexibility to a significant extent. Illiquid securities may offer attractive investment returns to investors, such as closed-end funds, that are able to hold these securities long term. Further, closed-end funds have significantly more flexibility compared to open-end funds in how they are to utilize leverage. For example, open-end funds are not able to issue preferred shares. While the Fund has not issued preferred shares since its inception, such issuance could later be beneficial to the Fund and stockholders as market conditions change.

(3) Effect of Redemptions. In addition to the effects on the Fund's investment strategy and portfolio management, redemptions could also result in an increase in the Fund's operating expenses. In particular, a reduction in size of the Fund would result in the fixed expenses of the Fund being spread over a smaller asset base, thereby increasing the per-share effect of those expenses. Redemptions could also increase the Fund's portfolio turnover rate above its normal levels, thereby increasing Fund expenses. If the Fund decreased in size, the expense ratio may increase because certain expenses may remain the same or increase. For example, certain expenses, such as transfer agency expenses, are generally higher for open-end funds than for closed-end funds. Although certain increases in Fund expenses may be waived or reimbursed under the Fund's management fee and expense reimbursement arrangements, certain of these expenses may be borne by the Fund, subject to Board approval. Similarly, any increase in transaction costs would decrease the Fund's yield and total return. It is also possible that, as a result of the increase in expenses and/or decrease in the Fund's assets, the Fund's gross expenses could increase to a level where the Adviser is no longer willing to waive or reimburse expenses.

(4) Potential Reduction of Distribution Yield and Total Return. If the Fund converts to an open-end fund, the Adviser and the Sub-Adviser believe that the potential changes to the Fund’s investment strategies, policies and restrictions, and the need to maintain higher cash balances due to regular inflows and outflows, all as described above, could reduce the Fund’s distribution yield and total return.

(5) Additional Costs of Operating an Open-End Fund. The Fund’s expense ratio would likely increase for the reasons mentioned above under “— Effect of Redemptions” and below under “— Distribution and Shareholder Service Costs,” and because transfer agency expenses are generally higher for an open-end fund.

(6) Distribution and Shareholder Service Costs. If the Fund converts to open-end status, it will need to have an effective distribution system to help mitigate the erosion of its asset base through redemptions. The distribution and marketing of open-end funds involve additional costs. These costs may be paid either by new investors (in the case of a front-end sales charge) or by current stockholders (in the case of a plan of distribution adopted under Rule 12b-1 under the 1940 Act (a “12b-1 Plan”). If the Open-End Proposal is approved by stockholders, the Adviser and Sub-Adviser may propose that the Board approve the implementation of a 12b-1 Plan providing for distribution-related payments by the Fund at varying annual rates (to the extent the Fund’s Common Shares are divided into multiple classes following conversion to an open-end fund).

If the Fund converts to open-end status, the Adviser may also propose that the Board approve a shareholder services plan (“Shareholder Services Plan”), pursuant to which the Fund would pay a fee at varying annual rates (to the extent the Fund’s Common Shares are divided into multiple classes following conversion to an open-end fund) to help compensate financial institutions for providing customer service and account maintenance. Such services are intended to compensate financial intermediaries for services provided to stockholders, and generally help open-end funds to retain assets.

(7) Reinvestment of Dividends and Distributions. Like the plans of many other closed-end funds, the Fund’s Dividend Reinvestment Plan (the “Plan”) permits stockholders to reinvest their dividends and distributions on a different basis than would be the case if the Fund converted to an open-end investment company. For example, if the Fund is trading at a discount, the Plan permits a reinvesting stockholder to benefit by purchasing additional shares at that market discount and this buying activity may tend to lessen any discount. The positive result of reinvesting at a price below NAV per share can be significant, particularly given the compounding effect over time. Conversely, when the Fund is at a premium, stockholders are able to reinvest at NAV, providing them with an immediately gain of the difference between NAV and the higher market price.

Providing differing methods of reinvestment of distributions are an advantage that is not offered by open-end investment companies, which reinvest dividends or distributions at NAV per share. Consequently, participants in the Plan would lose the compounding benefit of reinvesting their distributions at a price below NAV per share when Fund shares are trading at a discount or, when the Fund is at a premium, at a price below the then market price per share. In either situation, stockholders lose the opportunity to realize the possible gains from such transaction.

(8) Additional Conversion Costs. The process of converting the Fund to an open-end fund would involve additional printing, securities registration, legal, other professional costs and expenses of establishing a new structure. These costs, many of which would be non-recurring, include costs associated with the preparation of an open-end fund registration statement as required by federal securities laws and other costs. The Fund estimates that these costs, which would be considered extraordinary expenses and be paid by the Fund (subject to approval of the Board), would be approximately $275,000.

(9) De-listing from NYSE. The Fund’s Common Shares are currently listed on the NYSE, however, due to their redemption features, open-end funds are not traded on exchanges. Conversion to an open-end fund would require immediate de-listing of the Fund from the NYSE, and thus any advantage related to being listed on the NYSE would be lost. A listing on a U.S. stock exchange, and in particular the NYSE, may be beneficial.

In addition, because of its NYSE listing, the Fund is currently exempt from state securities regulation. Upon de-listing, the Fund would be required to make state notice filings and pay state fees.

(10) Expectations of Stockholders. The Fund was organized under a closed-end structure and has operated as such since its inception in 2015. Since inception, the Fund has been able to successfully execute its strategy and meet its investment objective of total return consisting of capital appreciation and current income in its current structure. The Board of Directors, along with the Adviser and Sub-Adviser, believe that given the consistently strong performance of the Fund within the closed-end structure, the stockholder base of the Fund has chosen to invest in the Fund on the basis of this structure, and that the significant changes to the Fund that would be necessitated by the conversion to open-end status, and the potential consequences of these changes, as discussed above, would not be consistent with the expectations of many stockholders.

Potential Open-End Fund Advantages

(1) Redeemability of Shares. Except in certain circumstances as authorized by the 1940 Act, stockholders of an open-end fund have the right to redeem their shares at any time at the NAV per share of such shares (less any applicable redemption or contingent deferred sales charges). The ability to obtain NAV per share for their shares could constitute a potential immediate benefit to stockholders of the Fund, but only to the extent that shares are trading at a discount to NAV. As noted above, however, the Fund has recently traded at a premium to its NAV. Further, the Board and the Adviser and Sub-Adviser believe that the effect of portfolio selling to meet significant post-conversion redemptions on the Fund’s NAV may significantly offset this benefit.

In addition, while stockholders in a closed-end fund generally pay a brokerage commission when they buy or sell the closed-end fund shares on a stock exchange, stockholders in open-end funds may or may not incur a brokerage commission when they purchase or redeem their shares (depending on the broker used and the open-end fund invested in), although redemption fees and/or contingent deferred sales charges may apply. Contingent deferred sales charges, if any, would only be applicable to new shares sold by the Fund after conversion to open-end status.

(2) Shareholder Services. Open-end funds generally provide more services to stockholders than closed-end funds. One service that is frequently offered by open-end funds is an exchange privilege which enables stockholders to transfer their investment from one fund into another fund which is part of a family of open-end funds, at little or no cost to stockholders. This permits the exchange of shares at relative NAV per share when the holder’s investment objectives change. Other services that could be offered include use of the Fund by retirement plans and permitting purchases and sales of shares in convenient amounts. There are, of course, additional costs for these services, some of which may be borne by the Fund or stockholders, which must be weighed against the anticipated benefit of the particular service. There can be no assurance that any such services would be made available to Fund stockholders if the Open-End Proposal were approved.

(3) Raising Capital. Because the 1940 Act restricts the ability of a registered fund to sell its shares at a price below NAV, a closed-end fund trading at a discount may not be able to raise capital through share sales (other than through a rights offering) when it believes further investment would be advantageous. Even if a closed-end fund is trading at a premium, the sale of new shares to the public typically involves the cost and delay of a registration statement filing and public offering. By contrast, open-end funds are priced at NAV and can sell additional shares at any time. This ability to raise new money can potentially achieve greater economies of scale if a strong share distribution network is in place and cash inflows occur at opportune times. However, open-end funds do not have the ability to plan for cash inflows.

(4) Modest Cost Savings Related to the Elimination of Required Annual Stockholder Meetings. As a closed-end fund listed on the NYSE, the Fund is subject to NYSE rules requiring annual meetings of stockholders. Unlike the Fund, unlisted open-end funds are not required to hold annual stockholder meetings, except in special circumstances where stockholder approval of certain matters is required under the 1940 Act. This would result in modest cost savings to the Fund; however, the Board believes such savings would not outweigh the benefits that annual meetings provide, allowing stockholders to have their voice heard on important Fund matters.

Measures Possibly Adopted or Considered if the Fund becomes an Open-End Fund

If the stockholders vote to convert the Fund to an open-end fund, the Board of Directors may take the following actions, which may require another stockholder vote. As of the date of this Proxy Statement, the Board has not made any determination with respect to any of the items discussed below except to recommend that stockholders vote “AGAINST” the Open-End Proposal.

(1) Effect on the Fund’s Charter. If the Open-End Proposal is approved by stockholders, the Board of Directors would advise and approve the amendment and restatement of the Charter to reflect the change in the Fund’s sub-classification under the 1940 Act from a closed-end investment company to an open-end investment company and adopt by-laws reflecting the Fund’s change to an open-end structure. Amendments to the Fund’s by-laws would also be approved, to the extent necessary to reflect the amendments to the Fund’s Charter.

(2) Matters Related to Fund Fees and Expenses. As discussed above, if the Open-End Proposal is approved by stockholders and the Fund decreases in size, the expense ratio may increase because certain expenses may remain the same or increase.

(3) Multiple Share Classes. If the Open-End Proposal is approved by stockholders, the Fund may offer multiple classes of shares.

(4) Underwriting and Distribution. If the stockholders vote to convert the Fund to an open-end fund, the Board of Directors would consider whether to select a distributor of the Fund’s shares. Fund shares could be offered and sold directly by the Fund itself, by a distributor and by any other broker-dealers who enter into selling agreements with the distributor. There can be no assurance that satisfactory arrangements with a distributor would be achieved.

(5) 12b-1 Plan and Shareholder Services Plan. If the Open-End Proposal is approved by stockholders, the Board may consider the implementation of a 12b-1 Plan that would allow the Fund to pay distribution fees for the sale and distribution of its shares and allows the Fund to pay for distribution-related activities and/or stockholder services provided to stockholders.

If the Open-End Proposal is approved by stockholders, the Board may also consider adopting a Shareholder Services Plan, pursuant to which the Fund pays the Distributor a service fee. Under a Service Plan, the Fund or the Distributor may enter into agreements with qualified financial institutions to provide these stockholder services, and the Distributor would be responsible for payment to the financial institutions. Services provided may include customer service and account maintenance, and may vary based on the services offered by a stockholder’s financial institution and the class of shares in which a stockholder invests.

(6) Timing. If the Open-End Proposal is approved by stockholders, a number of steps would be required to implement the conversion, including the preparation, filing and effectiveness of an open-end fund registration statement under the Securities Act of 1933 covering the offering of Fund shares (the “Open-End Registration Statement”), the establishment of distribution arrangements, and the negotiation and execution of a new or amended agreement with the Fund’s service providers.

(7) Stockholder Approval of Certain Items. If the Open-End Proposal passes, certain aspects of the operation of the Fund subsequent to its conversion may need to be approved by the Fund’s stockholders before the effectiveness of the conversion. These matters may include, among other things, making any changes in the Fund’s fundamental investment policies or investment management agreement and associated fee and expense arrangements considered appropriate, and considering the adoption of a Rule 12b-1 Plan. The manner in which these items would be proposed to stockholders would be determined by the Board of Directors in consultation with counsel.

Accordingly, in consideration of the factors discussed above, the Board recommends that stockholders vote against the proposal to open-end the Fund.

What is the voting requirement for Proposal 2?

Approval of Proposal 2 requires a “yes” vote from a majority of the Fund’s outstanding Common Shares.

If approved, the conversion would become effective following compliance with all necessary regulatory requirements under federal and state law. The Fund would seek to complete this process within 12 months of such approval. Until the conversion, the Fund’s Common Shares would continue to be listed and traded on the New York Stock Exchange.

If Proposal 2 is not approved, would the Fund continue as a closed-end fund?

Yes, in the event the Fund’s stockholders do not approve the conversion of the Fund to an open-end fund, the Fund would continue to operate as a closed-end fund.

Broker Non-Votes and Abstentions; Voting Results

For the purpose of voting on Proposal 2, withheld votes, abstentions or broker non-votes will not be counted as votes cast. Withheld votes, abstentions or broker non-votes, however, will be considered to be present at the Meeting for purposes of determining the existence of the Fund’s quorum and will have the same effect as votes cast against Proposal 2.

THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “AGAINST” CONVERTING THE FUND TO AN OPEN-END INVESTMENT COMPANY.

The Directors of the Fund do not intend to present any other business at the Meeting, nor are they aware that any stockholder intends to do so. If, however, any other matters, including adjournments, are properly brought before a Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.