SecProbe.io

July 29, 2016

  Morrison C. Warren, Esq. Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois  60603  Re: RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund”)
 Registration Statement on Form N-2  File Nos. 333-212400; 811-23166  Dear Mr. Warren:  Pursuant to Securities Act Releas e No. 33-6510 and in reliance upon the repr esentations contained
in your letter dated July 1, 2016, filed concurrently  with the registration statement referenced above,
we performed a limited review of the Fund’s regi stration statement. You are reminded that the
burden of full and fair disclosure rests with the registrant, its counsel, an d others engaged in the
preparation of its registration statement.  Whenever a comment is made in one location, it is considered applicable to  all similar disclosure
appearing elsewhere in the registration statem ent.  Additionally, for convenience, we have
generally organized our comments using headings, defined terms and page numbers found 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’ ove r-allotment option are al so being registered.
Prospectus
Outside Front Cover
Principal Investment Strategies
In the last paragraph, disclose whether ther e is any maximum amount of the Fund’s Managed
Assets that may be invested in  junk/high-yield securitie s.  Also clarify that below investment
grade securities are known as junk and high yield.

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 In footnote (2), specify the dollar amount of the “certain expenses” that the Fund has agreed to
reimburse the underwriters, and briefly identify  each category of such reimbursable expenses.
 Expand footnote (3) to the pricing table to disclo se that payment of organizational and offering
expenses, as well as expenses for which the F und has agreed to reimburse the underwriters,
although payable by the Fund are indire ctly paid by investors in this offering.  Also clarify that
the consequent effect of this will be to im mediately reduce the net asset value of each Common
Share purchased in this offering.  The maximum dollar amounts payable by the Fund, as described under “Additional Underwriter Compensation” section of the prospectus, s hould also be summarized in footnote (3).
 In your response letter, please c onfirm that all of the informa tion that precedes the section
captioned “Table of Contents” will appear on the outsi de front cover of the prospectus in at least
10-point type.  Table of Contents

In the paragraph appearing afte r the Table of Contents, clarif y that any material changes
occurring during the period in wh ich a current prospectus is re quired to be delivered will be
reflected in an amended prospectus that wi ll be delivered to prospective investors.
Prospectus Summary
Principal Investment Strate gies and Policies (page 1)

May the Fund invest in private f unds and/or private investment comp anies?  If so, then disclose
that the Fund will limit its investments in all priv ate funds to no more than  35% of its net assets
(private funds include, but are not limited to, pr ivate REITs, private oil and gas funds, private
commodity pools, private real estate funds as we ll as private investment companies, such as
private equity funds and hedge funds).  Further disclose that the Fund w ill limit its investments
in entities that are excluded from the definiti on of “investment company” under the Investment
Company Act of 1940 (the “ICA”) solely by Sec tion 3(c)(1) or Secti on 3(c)(7) of the ICA
(typically private equity funds a nd hedge funds) to no more than 15%  of its net assets subject to
the overall limit of investing no more than 35% of its net assets in private funds.
 It appears from the description of the Fund’s prin cipal investment strategi es and policies that a
significant portion of the Fund’s Ma naged Assets may be either dire ctly or indirectly invested
within the mortgage sector.  Please disclose the overall estimated pe rcentage of the Fund’s
Managed Assets that are likely to be invested directly or indirec tly within the mortgage sector.
 May the Fund invest in any Underlying Funds th at are affiliated with either the Adviser or
Subadviser?  If so, please expand the disclosure to identify the affiliated Underlying Funds in
which the Fund may invest and highlight any limita tions imposed on the Fund’s ability to invest
in such Underlying Funds.  In the event that the Fund intends to invest in affiliated Underlying

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 Funds then, in your response lette r, please address how the Fund w ill comply with the applicable
provisions of sections 12 and 17 of the ICA.  Because there is no specific information regarding where along the “below investment grade” rating spectrum the Fund’s investments would fall , please delete referen ces to specific letter
grades, such as references to “rated below ‘BBB-‘” or “below ‘Baa3’.”  The disclosure on page 3 states that, under norma l market conditions, no more than 30% of the
Fund’s Managed Assets allocated to the Tactic al Closed-End Fund Income Strategy will be in
Hedged Positions.  Please expand the disclosure  to identify how the Fund intends to value
derivatives for purposes of determ ining compliance with the 30% cap.
 The disclosure further states that the Adviser may also use Hedging Positions “to seek to
enhance the Fund’s return.”  Pleas e clarify, here and elsewhere in the prospectus, the extent to
which the Adviser (as well as the Subadvise r) may use the Fund’s Managed Assets for
speculative purposes.   Opportunistic Income Strategy (page 3)
 The disclosure states that the Fund will invest no more than 20% of its Managed Assets that are
allocated to the Opportunistic Income Strategy in non-U.S. investments.  Please expand the
disclosure to state the maximum percentage of the Fund’s Manage d Assets may be invested in
the securities of emerging market issuers within this 20% li mitation.  Additionally, disclose the
overall maximum percentage of the Fund’s Mana ged Assets that may be invested in the
securities of non-U.S. issuers, and any overall limit on investing the Fund’s Managed Assets in
the securities of emergi ng market issuers should also be disclosed.

Use of Leverage (page 6)
 The disclosure states that the Fund may obtain leverage by issui ng Preferred Shares or entering
into reverse repurchase agreements.  Disclose wh ether or not the Fund exp ects to issue Preferred
Shares within 12 months from the date of the pr ospectus.  If the Fund e xpects to issue Preferred
Shares during this 12-month period then, under a se parately captioned section of the prospectus
summary, briefly highlight the char acteristics of the Preferred Shares likely to be issued by the
Fund and the related material risks to holders of  its Common Shares.  Additionally, provide an
estimate of the costs of issuing and servicing Pref erred Shares in a line item presentation to the
Fund’s fee table.    Add a separately captioned section of the prosp ectus summary to highli ght the characteristics
and risks presented by reverse repurchase agreements.  Disclose that drops in asset valu es may magnify losses or totally eliminate the Fund’s equity in a
leveraged investment.
Dividends and Distributions  (page 7)
Expand the first paragraph to disc lose that there can be no assura nces that the Fund will achieve

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 any level of distributions to its Common Shareholders.
 Dividend Reinvestment Plan (page 8)
 In the penultimate sentence, clarify how a Co mmon Shareholder can "opt out" of the Plan.
Further disclose that Common Shareholders who r eceive distributions in the form of additional
Common Shares will nonetheless be  required to pay applicable fe deral, state and local taxes on
the reinvested dividends but w ill not receive a corresponding cash distribution with which to pay
any applicable tax.    Risk Considerations (page 8)
 Please add a risk factor to highlight each materi al potential conflict of interest that a prudent
investor should be made aware of in connection with his or her decision whether to invest in
shares of the Fund.  Also, add a section to th e prospectus that expa nds upon the actual and
potential conflicts of interest that may arise and highlight the policies and procedures that the
Fund has adopted to identify, address and resolve conflicts of interest.
 Investment-Related Risks (page 10)
 Please add a separately captioned risk factor to highlight the ri sks associated with the current
interest rate environment . For example, highli ght the unique risks associated with the current
historically low interest rate environment, incl uding how changes to interest rates might impact
the Fund’s future borrowings, its net investme nt income and distributions to its Common
Shareholders, the trading prices of its Common Shares and its net asset value, Fund portfolio
companies’ ability to service interest paymen t obligations and principal loan repayments.

Derivatives Risk (page 12)
 Specify in the derivatives risk disclosure whet her the Fund may utilize de rivative instruments for
speculative purposes and, if applicab le, also disclose the related special risks to which the Fund
may be exposed.  In your response letter, c onfirm that the prospectus disclosure  describes the type s of derivatives
that the Fund is expected to use, the manner in  which they are expected to be employed by the
Fund, and the maximum percentage of Fund assets  that are expected to be allocated to
derivatives.  See generally  Letter from Barry D. Miller, Associate Director, Division of
Investment Management, SEC to Karrie McMi llan, General Counsel, ICI (July 30, 2010).
 Foreign Investing Risks (page 16)
 Expand the risk factor disclosure highlighting the pr incipal risks of enforcing security interests in
collateral underlying loans, as well as liquidating collateral, located in the non-U.S. jurisdictions
in which the Fund may principally invest. Also highlight any material risks pertaining to the
liquidation of the underlying collateral , as well as any heightened risk of the insufficiency of the
underlying collateral to fully discharge a non- U.S. borrower’s obligations to a lender.

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Add separate risk disclosure pertaining to any no n-U.S. country where the Fund expects to invest
a material amount of its assets or any non-U.S.  market where a material amount of the Fund’s
investments will be principally traded.  Mortgage-Backed Secur ities Risks (page 18)

The Fund’s principal investment strategy disclosu re states that the F und may invest in RMBS,
CMOs and other real estate credit investments. U nder a separately captioned risk factor disclose
whether the Fund may invest in the residual or equity tranches of the RMBS, CMOs and other
real estate credit investments.  If so, then also disclose whether there is any limit on the amount
that the Fund may invest in these tranches.  Th e risk disclosure should highlight the heightened
level of risk presented by such investments; for example, that they typically would be required to
absorb all of the losses and expe nses of the investment before th e more senior tranches would be
required to do so.  Rating Agency Risk (page 23)
 Expand the disclosure to highlight th e potential conflict of interest th at arises from the fact that a
ratings agency is paid by the very issu er of the security requesting its rating.
 Underlying Funds Risk (page 27)

Disclose, if true, that many of the Underlying Funds in which the Fund may invest typically
charge asset-based management fees of 2% in addition to charging capital gains and/or income
incentive fees of 20%.  Further disclose that ther e are other fees and expenses paid directly and
indirectly by the Fund when it i nvests in Underlying Fund investments that are described in the
“Summary of Fund Expenses” se ction of the prospectus.
Will any of the funds in which the Fund invests be subject to “carried intere sts?”  If so, please
provide additional relevant disclosu re regarding “carried interests.”
Summary of Fund Expenses (page 30)

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 pres entation as soon as they are
available.

In footnote (4) briefly explain how derivatives will be valued for purposes of determining
“Managed Assets” in the calcu lation of management fees.

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 Risks (page 38)

Expand the first paragraph to state that this sectio n describes the principal risk factors associated
with investment in the Fund specifically, as well  as those factors generally associated with
investment in a company with investment objectiv es, investment policies,  capital structure or
trading markets similar to the Fund’s. See Item 8.3.a. of Form N-2.  In this regard, add any
additional risk factors as appropriate  Net Asset Value (page 67 )
 In your response letter, please inform the staff wh ether 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 Di rectors will regularly review the historical accuracy of its fair
value methodologies.  See Release No. IC-26299; “Compliance Programs of Investment
Companies and Investment A dvisers,” (December 17, 2003).
 Dividend Reinvestment Plan (page 68)
 Disclose that reinvested di vidends increase the Fund's tota l Managed Assets on which a
management fee is payable to Fund's Adviser.  Approval of Extraordinary Co rporate Actions (page 72)

On page 73, the disclosure states that the Fund’s Charter requires th e favorable vote of two-thirds
of the entire Board of Directors to advise, approve, adopt or au thorize entering into, terminating
or amending an investment advisory agreement.   Please reconcile this supermajority vote
requirement with the disclosure appearing under the heading “Investment Advisory Agreement,“
on page 22 of the SAI, which summarizes the voting requirements under section 15 of the ICA
applicable to investment advisory agreements.  Underwriters  (page 84)
 Please confirm to the staff whether FINRA has approved the underwriting terms of the Fund’s
offering.  Additional Underwriter Compensation (page 85)

Please file the contracts described in this section as exhibits to the Fund's registration statement.
 In the third paragraph, clarify wh ether all of the fees and expenses payable by the Fund that are
described in this section are one-time fees and expenses or whether any are payable annually.

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Statement of Additional Information
Investment Restrictions  (page 1)
In fundamental investment restriction (4), delete the phrase “except to the extent that Underlying
Funds in which the Fund invests concentrate thei r investments in a particular industry or group
of industries.” Instead, add narr ative disclosure under a “Fundame ntal Investment Restriction
(4)” heading stating that, alt hough the Fund’s investme nts in Underlying F unds are not deemed
to be investments in a particular industry or gr oup of industries, 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 funda mental investment restriction (4).
 Credit Default Swap Agreements (page 10)
 The last sentence of the second paragraph highlight s the risk to the Fund when it acts as seller of
a credit default swap agr eement.  For example, were an event of default to occu r, the Fund would
be required to pay the buyer the full notional va lue of the reference ob ligation.  Accordingly,
please disclose that when the Fund acts as seller of a credit default swap agreement, the Fund
will be required to segregate asse ts equal to the full notional amount  of the reference obligation.
 Segregation and Cover Requirements (page 11)
 In