SecProbe.io

CORRESP
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filename1.htm

    April 24, 2024

Jaea
Hahn

Senior
Counsel

U.S.
Securities and Exchange Commission

Division
of Investment Management

100
F Street, N.E.

Washington,
D.C. 20549

(202)
551-6870

 Re: Catalyst Strategic Income Opportunities Fund, File Nos. 333-276546 and 811-23928

Dear Ms. Hahn:

On January 17, 2024, Catalyst Strategic Income
Opportunities Fund (the "Fund" or the "Registrant"), filed a registration statement (the "Registration Statement")
on Form N-2. A delaying amendment was filed on January 31, 2024, to include the language required by Rule 473 under the 1933 Act. On March
1, 2024, you provided comments to the Registration Statement by E-Mail to JoAnn Strasser and Andrew Davalla.

Set forth below are your comments, as we understand
them, followed by responses to those comments, which the Fund has authorized Thompson Hine LLP to make on its behalf. Where applicable,
revisions indicated in responses to your comments will be reflected in an amendment to the registration statement to be filed subsequently
. All capitalized terms not defined herein have the meaning given to them in the registration statement. A marked copy of the prospectus
or relevant sections of the prospectus is attached to aid in your review.

General

Comment 1. We note that the Registration
Statement is missing information and exhibits (e.g., seed financial statements of the Fund) and contains bracketed disclosures (e.g.,
fee table and expense example, discussion of officers and directors in the SAI). We may have comments on such portions when you complete
them in any pre-effective amendment, on disclosures made in

response to
this letter, on information supplied supplementally, or on exhibits filed in any pre-effective amendment.

Response: The Registrant notes that additional
comments may be provided.

Comment 2. On the outside cover page, please
ensure that the box stating that the registration. statement will become effective “when declared effective pursuant to section
8(c) of the Securities Act” is not checked, as that section relates to post-effective amendments).

Response:  The requested change has been
made.

Comment 3. Where a comment is made regarding
disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the Registration Statement. Please make
all conforming changes.

Response: The Registrant notes the Staff’s
comment and will make such changes, as applicable.

Comment 4. Please advise us if you expect
to submit any exemptive application(s) or no-action request(s) in connection with the Registration Statement.

Response: The Registrant does not intend
to submit any applications for exemptive relief at this time.

Comment 5. Please
tell us if you have presented or will present any “test the waters” materials to potential investors in connection with this
offering. If so, please provide us with copies of such materials.

Response: The Registrant does not intend
to use such materials.

Comment 6. Please
confirm that the Fund does not intend to issue preferred or debt securities within a year from the effective date of the Registration
Statement.

Response: The Registrant so confirms.

Comment 7. Please
confirm the Fund will attach any credit agreements by pre-effective amendment to Part C if the credit facilities will be in place by the
Fund’s launch.

Response: The Registrant will include
any such agreements, if applicable, as exhibits to the Part C.

Cover Page

Comment 8. Investment
Objective - We note that the disclosure states that Fund will be “investing primarily in asset backed fixed income securities,
such as non-agency residential

mortgage-backed
securities and commercial mortgage backed-securities.” The following sentence, however, suggests a focus in non-agency residential
mortgage-backed securities and similar disclosure on page 9 states that the Fund “intends to primarily invest in private, or non-agency,
residential mortgage-backed securities.” Please reconcile the disclosure here and throughout the registration statement to clarify
what the Fund intends to invest in primarily.

Response: The disclosure has been revised
as follows:

Under normal market conditions,
the Fund seeks to achieve its investment objective by investing primarily in asset-backed fixed income securities secured by U.S. assets,
including agency and non-agency residential and commercial mortgage-backed securities; collateralized mortgage obligations; stripped mortgage-backed
securities; and securities backed by automobiles, aircraft, credit card receivables and businesses. The Fund expects that, under normal
market conditions, a significant portion of its assets will be invested in non-agency residential mortgage-backed securities. The Fund
may also invest in money-market funds and other cash equivalents. The markets and securities in which the Fund invests may, at times,
be limited. Under such conditions, the Fund may invest primarily in mortgage real estate investment trusts (“Mortgage REITs”)
corporate bonds and preferred securities.

Comment 9. Securities
Offered - The fourth sentence states the minimum initial investment by a shareholder is $10,000 but the top of the cover page below
the ticker states there will be a $2,000 minimum purchase. Please reconcile.

Response: The references to minimum initial
investment amount have been revised to $2,500.

Comment 10. Use
of Leverage - Please include a cross-reference to the prospectus discussion regarding the risks associated with a leveraged capital
structure. See Item 1.1.j of Form N-2 and Guidelines to Form N-2, Guide 6.

Response: The following disclosure has
been added:

Please see “Leverage
Risk” in the Risk Factors section of the Prospectus, starting on page 10.

Additionally, the following
disclosure has been added to the Risk Factors section of the Prospectus:

Leverage. The Fund may obtain leverage
in seeking to achieve its investment objective. The Fund may also obtain leverage through investments such as asset-backed securities
that may have embedded leverage. The Fund is not limited in the form or manner in which it may incur leverage.

The Investment Company Act of 1940, as amended (the “1940 Act”),
requires a closed-end fund to maintain asset coverage of not less than 300% of the value of the outstanding amount of senior securities
representing indebtedness (as defined in the 1940 Act). This means that the value of the Fund’s senior securities representing indebtedness
may not exceed one-third of the value of its total assets (including such senior securities), measured at the time the Fund issues the
senior securities. Investments or trading practices that involve contractual obligations to pay in the future are subject to the same
requirements unless the Fund designates liquid assets in an amount the Fund believes to be equal to the Fund’s contractual obligations
(marked-to-market on a daily basis) or appropriately “covers” such obligations with offsetting positions.

Leverage can have the effect of magnifying the Fund’s exposure
to changes in the value of its assets and may also result in increased volatility in the Fund’s NAV. This means the Fund will have
the potential for greater gains, as well as the potential for greater losses, than if the Fund owned its assets on an unleveraged basis.
The value of an investment in the Fund will be more volatile and other risks tend to be compounded if and to the extent that the Fund
is exposed to leverage directly or indirectly.

Comment 11. Please revise the fifth bullet
point to delete the first sentence “If and to the extent ...” since it is unclear how this is relevant for the fund as currently
being registered, particularly given the second bullet point.

Response: The fifth bullet point has
been deleted and the following sentence has been added to second bullet point:

As a result of the foregoing,
an investment in the Fund’s shares is not suitable for investors who cannot tolerate risk of loss or who require liquidity, other
than liquidity provided through the Fund’s repurchase policy.

Comment 12. Please include on the cover
page customary risk disclosures provided by closed-end fund registrants whose shares will not be listed on an exchange, including the
following (as applicable to the Fund):

 · The amount of distributions the Fund may pay,
if any, is uncertain. Please also state that the Fund may pay distributions in significant part from sources that may not be available
in the future and that are unrelated to the Fund's performance, such as from offering proceeds and borrowings.

 · Below-investment-grade instruments (“junk”
bonds), non-agency mortgage-backed securities, securities that are rated in the lower rating categories or are unrated in which the Fund
will invest may be difficult to value and may be illiquid. (Please include a cross reference to sections in the registration statement
discussing applicable risks).

Response: The requested disclosure has
been added.

Comment 13. We note that the second to
last bullet point states that “[s]ubstantially all of the Fund’s investments are loans or receivables that are unsecured or
collateralized.” Please consider whether the disclosure needs to be clarified in light of the Fund’s primary focus on investments
in asset-backed securities? It is currently unclear how this bullet point relates to the fund’s investments. Does the Fund intend
to invest in first loss tranches? Please clarify the disclosure and add appropriate risks, as applicable.

Response: The disclosure in question
has been deleted.

Prospectus Summary

Investment Objective and Policies

Comment 14. Please
clarify whether the Fund will invest only in US securities/securities backed by US assets.

Response: Investment in foreign securities/
securities backed by non-US assets is not a principal investment principal strategy of the Fund. Please see the revised disclosure in
the response to Comment 8.

Comment 15. In the first paragraph, the
disclosure states the Fund will invest in “asset-backed fixed income securities” but in other places, the disclosure refers
to “debt securities.” Please use the same term to refer to the Fund’s principal investments throughout the prospectus.

Response: References to “debt securities”
have been revised to “fixed income securities” as applicable.

Comment 16. Please clarify what is meant
by “non-agency residential mortgage-backed securities” and discuss whether they are subject to different risks than agency-backed
residential mortgage-backed securities.

Response: The following disclosure has
been added to the Investment Objective and Policies section:

Non-agency residential mortgage-backed
securities are issued by private entities such as commercial banks savings associations and mortgage bankers.

The following risk disclosure
has been added to the Summary of Risks and Risk Factors sections:

Non-agency mortgage-backed
securities generally are a greater credit risk than mortgage-backed securities issued by the U.S. government, and the market for non-agency

mortgage-backed
securities is smaller and less liquid than the market for government-issued mortgage-backed securities.

Comment 17. In the first paragraph, please
clarify whether commercial mortgage-backed securities and those securities enumerated in the third sentence (asset-backed fixed income
securities backed by automobile, aircraft and credit card receivables, collateralized mortgage obligations and stripped mortgage-backed
securities) will be principal investments of the Fund. We note that only stripped mortgage-backed securities risk is identified as a principal
risk of investing in the Fund. If these other securities are principal investments, please revise the sentence to state: “Other
asset-backed fixed income securities that the Fund will invest ...” and add corresponding risk disclosure.

Response: The following risk disclosures
have been added to the Asset-Backed Securities Risk:

Consumer loans may be backed
by collateral (as in automobile and aircraft loans) or they may be unsecured as in the case of credit card receivables. Moreover,
Congress, regulators such as the Consumer Financial Protection Bureau and the individual states may further regulate the consumer
credit industry in ways that make it more difficult for servicers of such loans to collect payments on such loans, resulting in reduced
collections. Changes to federal or state bankruptcy or debtor relief laws may also impede collection efforts or alter timing and
amount of collections.

The following disclosures
have been added as Commercial Mortgage-Backed Securities Risk:

Commercial mortgage-backed
securities are less susceptible to prepayment risk because underlying loans may have prepayment penalties or prepayment lock out periods.

Commercial mortgage-backed
securities are subject to credit risk because underlying loan borrowers may default. Commercial mortgage-backed securities default rates
tend to be sensitive to overall economic conditions and to localized commercial property vacancy rates and prices.

Investment strategy

Comment 18. In
the second paragraph, you refer to home prices and other macro factors that impact the Sub-Adviser’s evaluation of a potential investment.
Please clarify the factors that are considered by the Adviser or Sub-Adviser, as applicable, when investing in other types of investments
contemplated by the Fund’s principal strategy, as applicable (e.g., other types of asset-backed securities.

Response: The disclosure has been revised
as follows to more broadly cover the Fund’s investments:

The Sub-Adviser considers
third-party data and its own custom market analytics in identifying potential investments. In making investment decisions, the Sub-Adviser
evaluate a security’s collateral characteristics (e.g., delinquency/default rates, severities, prepayment speeds, loan size/age)
and then determine how macro factors such as interest rates might impact the cash flows over various time horizons.

Leverage

Comment 19. We note that in the risk
summary below, the disclosure states that the Fund may also obtain leverage through borrowing. Please reconcile.

Response: The following risk disclosure
has been added in the Principal Risks section:

Leverage Risk.
The Fund may borrow money to make investments in securities and may obtain leverage through asset-backed securities that afford the
Fund economic leverage. Leverage magnifies the Fund’s exposure to declines in the value of one or more underlying reference assets
or creates investment risk with respect to a larger pool of assets than the Fund would otherwise have and may be considered a speculative
technique. The value of an investment in the Fund will be more volatile and other risks tend to be compounded if and to the extent the
Fund borrows or uses investments that have embedded leverage.

Mortgage-Backed Securities

Comment 20. Please clarify whether this
discussion applies to both residential and commercial mortgage-backed securities. Please revise as appropriate to the extent the Fund’s
primary focus will be on one particular type of mortgage-backed securities.

Response: The disclosure revised as follows
on page 2 (italics added for emphasis):

Mortgage-Backed Securities.
Residential and commercial mortgage-backed securities represent direct or indirect participations in, or are secured by and payable
from, mortgage loans secured by real property.

The following sentence has
been added:

Residential mortgage-backed
securities default rates tend to be sensitive to unemployment rates, overall economic conditions and home prices.

Also, please note additional
disclosure for commercial mortgage-backed securities provided for in response to Comment 17.

Comment 21. If
the Fund may invest in non-investment grade mortgage-backed securities, please briefly describe any risks specifically related to investment
in these lower tranches (e.g., is there a possibility credit enhancem