Correspondence 0001398344-25-003137 from RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (OPP)
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
Date: Feb. 20, 2025 · CIK: 0001678130 · Accession: 0001398344-25-003137
AI Filing Summary & Sentiment
File numbers found in text: 333-282688, 811-23166
Show Raw Text
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 Christopher Bellacicco
Re: RiverNorth/DoubleLine
Strategic Opportunity Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-282688; 811-23166); Response
to Examiner Comments on N-2
Dear
Ms. Hamilton and Mr. Bellacicco:
This
letter responds to the staff’s comments that you provided via telephone on November 5, 2024 and 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. Please
explain whether the risk of high portfolio turnover is addressed in the Prospectus.
The
Fund confirms that the risks of high portfolio turnover are disclosed under the “Multi-Manager Risk” factor, which
states the following: “The multi-manager approach could increase the Fund’s portfolio turnover rates, which may result
in higher trading costs and tax consequences associated with portfolio turnover that may adversely affect the Fund’s performance.”
2. Please
supplementally explain the discrepancy between the disclosures under “Net Asset
Value” in the Prospectus and those within Note 3 of the Fund’s N-CSR as it
relates to valuation of alternative credit investments.
1
The
Fund confirms that the additional disclosure was added in response to comments received on the Registration Statement to add additional
disclosure regarding the valuation of alternative credit investments in the Registration Statement and the Fund’s notes
to its financial statements. The Fund confirmed in response to the comment received that the above-referenced disclosure will
also be added to the valuation note to the Fund’s financial statements in its next filed shareholder report.
3. Please
obtain and file an updated consent for KPMG LLP that references the correct reports listed
in the Registration Statement.
The
Fund confirms that it will file an updated auditor’s consent as requested with the Revised Registration Statement.
DISCLOSURE
COMMENTS
4. Please
confirm that should the Fund invest greater than 25% of its Managed Assets in loans originated
by any one platform in the future, it will disclose the name of each platform through
which the Fund invests greater than 25% of its assets a description of the platform and
any unique risks that the platform presents in any applicable prospectus supplement.
The
Fund so confirms.
5. Please
disclose in the “U.S. Federal Income Tax Matters” section of the Prospectus
that due to investing in marketplace lending platforms, the Fund may not qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code of 1986,
as amended.
The
Fund confirms that the requested change will be made in the Revised Registration Statement.
6. The
first paragraph under the section entitled “Alternative Credit” on Page i
of the Prospectus describes different assets that the Fund may invest in under the Alternative
Credit Strategy. Roman numeral (iv) describes investments in private investment funds
that purchase Alternative Credit. Please confirm that if such private funds would be
registered but for Sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940,
as amended, the Fund’s investment in such entities would not exceed 15% of the
Fund’s total assets.
The
Fund so confirms.
7. The
first paragraph of Page i of the Prospectus includes the price of the Fund’s common
shares as of August 31, 2024. Please provide such pricing as of the most recent practicable
date.
2
The
requested change will be made in the Revised Registration Statement.
8. Please
disclose under “Market and Net Asset Value Information” in the Prospectus
the information for the quarter ended September 30, 2024, as required by Item 8.5(b)
of Form N-2.
The
requested change will be made in the Revised Registration Statement.
9. Please
add the following undertaking as Item 34, Undertaking #8 in Part C of the Registration
Statement, or explain why the Fund does not believe such undertaking should be included:
“The Registrant undertakes to only offer rights to purchase common and preferred
shares together after a post-effective amendment to the registration statement relating
to such rights has been declared effective.”
The
requested change will be made in the Revised Registration Statement.
We
trust that the foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the
undersigned at (312) 569-1107.
Sincerely,
/s/
David L. Williams
David
L. Williams
3