SecProbe.io

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

 April 7, 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 March 27, 2025, in connection with your review of the Fund's above-referenced
amended registration statement ("Registration Statement") on Form N-2. The changes to the Fund's disclosure discussed
below will be reflected in a 424B3 definitive filing (the "Definitive Filing").

 For your convenience,
we have repeated the comments 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. The staff notes that the Other expenses line item in the fee table includes loan service fees. Please include disclosure in a footnote
regarding the loan service fees that are included in the Other expenses line item in the fee table.

 The Fund confirms that the following footnote will be added to
the Other expenses line item: "Includes $592,466 of loan service fees in connection with the Fund's investments in Alternative
Credit Instruments for the six months ended December 31, 2024. Loan service fees relate to the Fund's investment in Square Loans
and are not related to any leverage expenses. The loan service fees are the cost associated with the originator's ongoing collection
and remittance of payments related to the Alternative Credit Instruments."

 1

 2. Please move the following disclosure currently included in footnote 4 of the fee table to footnote 5: "The table assumes
the use of leverage from borrowings representing 36.35% of Managed Assets, which reflects approximately the percentage of the Fund's
total average Managed Assets attributable to such leverage averaged over the period ended December 31, 2024, at a weighted average annual
expense to the Fund of 4.61%." Please also remove "from borrowings" from the sentence.

 The Registrant confirms that the requested disclosure will be
removed from footnote 4 of the fee table and that footnote 5 of the fee table will state the following: "Dividends on Preferred
Shares represent the estimated dividend expense adjusted to assume 2,400,000 shares of 4.375% Series A Preferred Stock with a liquidation
preference of $60,000,000, 2,400,000 shares of 4.75% Series B Preferred Stock with a liquidation preference of $60,000,000, and 419,206
shares of 6.00%, 3-Year Term, Series C Preferred Stock with a liquidation preference of $4,192,060. Series A Preferred Stock and Series
B Preferred Stock were outstanding for the entire 12 months of operations after December 31, 2024, Series C Preferred Stock were outstanding
from issuance of December 2, 2024 through December 31, 2024. The table assumes the use of leverage representing 36.35% of Managed Assets,
which reflects approximately the percentage of the Fund's total average Managed Assets attributable to such leverage averaged over
the period ended December 31, 2024, at a weighted average annual expense to the Fund of 4.61%."

 3. In reference to footnote 5 of the fee table, please confirm supplementally that the Registrant considered an entire year of dividend
expenses for the Series C Preferred Stock.

 The Fund so confirms.

 4. Please confirm if the following sentence included under the Senior Securities table on page 38 is accurate, as the staff notes
the senior securities outstanding appear to be for the preferred shares: "The Fund's senior securities during this time period
are comprised of outstanding indebtedness, which constitutes a "senior security" as defined in the 1940 Act." Please
also remove the word "Average" from the column heading "Average Amount Outstanding" in the Senior Securities table.

 The Fund will remove the aforementioned disclosure.

 DISCLOSURE COMMENTS

 1. The staff notes that to the extent the Registration Statement is declared effective after March 31, 2025, then please update the
Market and Net Asset Value Information table to include the March 31, 2025 values in the Definitive Filing.

 The Fund so confirms.

 2

 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

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

 March 21, 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 February 26, 2025, February 27, 2025 and March 6, 2025, in connection with your review of
the Fund's above-referenced amended 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. 3 to the Fund's Registration Statement
(the "Revised Registration Statement").

 For your convenience,
we have repeated the comment below in bold, and our response follows your comment. Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

 ACCOUNTING COMMENTS

 1. The staff notes that the financial information included in the Registration Statement has gone stale under the financial reporting
obligations of Rule 3-18 of Regulation S-X. Please update the financial information accordingly.

 The Registrant confirms that the financial information will be
updated accordingly.

 2. The staff notes the additional outstanding preferred stock at December 31, 2024. The staff further notes that the fee table is
based on the Fund's capital structure at June 30, 2024. Please supplementally explain how the additional expenses associated with
the preferred shares have been factored into the fee table or confirm that the information presented in the fee table is not materially
misleading. Please also confirm that once shares are taken off the shelf, the prospectus supplement will include such additional expenses.

 The Fund confirms that the information presented in the fee
table is not materially misleading. The Fund also confirms that once shares are taken off the shelf, the prospectus supplement will include
such additional expenses.

 1

 3. On page 33 under the Use of Leverage section, please remove the following language: "These additional transactions will not
cause the Fund to pay higher advisory or administration fee rates than it would pay in the absence of such transactions."

 The Fund confirms the disclosure will be updated accordingly
in the Revised Registration Statement.

 4. On page 34 under the Effects of Leverage table, please revise such figures through December 31, 2024 or confirm such figures are
not materially different from the June 30, 2024 figures given the additional outstanding preferred shares.

 The Fund confirms that the figures in the Effects of Leverage
table are not materially different given the additional outstanding preferred shares.

 5. The staff notes that KPMG's consent under exhibit n.1 incorporates by reference the June 30, 2024 N-CSR. However, the Fund's
June 30, 2024 N-CSR includes two separate audit reports. Please update the KPMG consent to reference both of those audit reports. Additionally,
please explain where in the registration statement it indicates where the Registrant has incorporated by reference only specific portions
of the June 30, 2024 N-CSR. Further please note Form N-2, Item 24, Instruction 1.a, which states to furnish the financial statements and
schedules required by Reg S-X, Section 210.3-18 and Article 6. Further, Regulation S-X, Article 6.10, Subsection (c)(1) indicates that
a schedule of investments as required by Regulation S-X 210.12-12 should be filed in support of caption 1 of each balance sheet.

 The Fund confirms that an updated KPMG consent will be filed with the Revised Registration Statement.

 DISCLOSURE COMMENTS

 1. Please include the date of the Statement of Additional Information on page ii of the Cover Page in a 424B3 definitive filing after
the Revised Registration Statement has been declared effective.

 The Fund so confirms.

 2

 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

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

CORRESP
1
filename1.htm

Faegre
Drinker Biddle & Reath LLP

320
S. Canal Street, Suite 3300

Chicago,
IL 60606

(312)
569-1000 (Phone)

(312)
569-3000 (Facsimile)

www.faegredrinker.com

January
31, 2025

VIA
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Lauren Hamilton

 Re: RiverNorth/DoubleLine
Strategic Opportunity Fund, Inc. (the “Fund”)

(File
Nos. 333-282688; 811-23166)

Dear
Ms. Hamilton:

The
following responds to the comments of the staff of the Securities and Exchange Commission (“Staff”) that you provided by
telephone on December 6, 2024, and January 28, 2025, relating to the Fund’s June 30, 2024 annual report filed with the
Securities and Exchange Commission on Form N-CSR on September 6, 2024 (the “Annual Report”).

For
your convenience, the Staff’s comments are summarized below and each comment is followed by the Registrant’s response.

 1. Comment:
                                         The “Use of Leverage” section of the Annual Report states the following:
                                         “The Fund also invests in reverse repurchase agreements, total return swaps and
                                         derivatives or other transactions with leverage embedded in them in a limited manner
                                         or subject to a limit on leverage risk calculated based on value-at-risk, as required
                                         by Rule 18f-4 under the 1940 Act. These additional transactions will not cause the
                                         Fund to pay higher advisory or administration fee rates than it would pay in the absence
                                         of such transactions. However, these transactions entail additional expenses (e.g.,
                                         transaction costs) which are borne by the Fund.”

Please
supplementally explain how this statement is not contradictory to the following disclosures: (i) Footnote 2 of the Fee Table which
states: “The management fee is charged as a percentage of the Fund’s average daily Managed Assets, as opposed to net
assets. With leverage, Managed Assets are greater in amount than net assets, because Managed Assets include borrowings for investment
purposes. The market value of the Fund’s derivatives are used for purposes of calculating Managed Assets. The management
fee of 1.00% of the Fund’s Managed Assets represents 1.56% of net assets attributable to Common Shares assuming the use
of leverage in an amount of 35.73% of the Fund’s Managed Assets. The Fund’s Managed Assets for the fiscal year ended
June 30, 2024 (which includes the use of leverage discussed in footnote (4)) were multiplied by the annual advisory fee rate and
then divided by the Fund’s average net assets for the same period to calculate the management fee as a percentage of the
Fund’s net assets attributable to Common Shares. Since the Fund has Preferred Shares outstanding, the management fee and
certain other expenses as a percentage of net assets attributable to Common Shares is higher than if the Fund did not utilize
a leveraged capital structure.” and (ii) the following disclosure under “Effects of Leverage”: “During
the time in which the Fund is using leverage, the amount of the fees paid to the Adviser (and from the Adviser to the Subadviser)
for investment management services (and subadvisory services) is higher than if the Fund did not use leverage because the fees
paid are calculated based on the Fund’s Managed Assets.” In addition, please supplementally confirm that all other entities advised by RiverNorth Capital Management, LLC ("RiverNorth") that contain
similar disclosure in filings will remove such disclosure in applicable filings going forward.

Response: The
Fund will remove the following disclosure in all future Fund filings going forward: “These additional transactions will not
cause the Fund to pay higher advisory or administration fee rates than it would pay in the absence of such transactions.” RiverNorth also confirms that all other RiverNorth-advised entities that contain similar disclosure will remove such disclosure in applicable
filings going forward.

 2. Comment:
                                         The Staff noted that the fund has a distribution policy or practice of maintaining a
                                         specified level of distributions and paid a return of capital during the fiscal year
                                         ended June 30, 2024. Please include a discussion of the extent to which the Fund’s
                                         distribution policy resulted in distributions of capital or impacted strategies or NAVs.

Response: The Fund confirms that it will include a discussion of the extent to which the Fund's distribution policy resulted in distributions of
capital or impacted strategies or NAVs going forward.

 3. Comment: Footnote (n) to the Summary Schedule of Investments states “Pay-in-kind securities.
                                         Rate paid in-kind is shown in parenthesis.” Please confirm that the rate indicated
                                         on the Summary Schedule of Investments is the rate that is paid in-kind and clarify the
                                         disclosure going forward as there are no parenthesis associated with these securities.

Response: The Fund so confirms and will clarify the disclosure going forward.

 4. Comment: Please supplementally explain what the line item on the balance sheet relates to
                                         that is entitled “Dividend payable – redeemable preferred stock.” The
                                         Staff notes that there is no other mention of redeemable preferred stock within the Annual
                                         Report.

Response: The reference in Balance Sheet is incorrectly labeled, it is a non-use fee for the credit agreement with BNP Paribas.
The Fund confirms that this will be correctly labeled going forward.

 5. Comment: If applicable, please add a footnote to the Financial Highlights stating that sales
                                         loads are not reflected in total return.

Response: The Fund confirms that it will, going forward, include the requested information when applicable.

 6: Comment: The Fund reported high portfolio turnover for the year ended June 30, 2024. Please
                                         supplementally explain if active and frequent trading is part of the Fund’s principal
                                         investment strategy, and if so, how the risks related to portfolio turnover are addressed
                                         in the prospectus.

Response: The Fund confirms that active and frequent trading is not part of the Fund’s principal investment strategy, however,
the Fund will include the requested disclosure going forward.

 7. Comment: Note 4 to the Financial Statements states, “The Fund also paid the Adviser
                                         $39,945 in chief compliance officer ("CCO") fees, of which $10,853 remained
                                         payable at June 30, 2024.” Please clarify this disclosure going forward.

Response: The Fund confirms that it will clarify the disclosure going forward.

*
*    *    *    *

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

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

October 17, 2024

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 September 10, 2024 and September 12, 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. 1 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. There are multiple instances of information that needs to be updated within the Registration Statement. Please ensure this information
will be updated in a pre-effective amendment.

The Registrant confirms that all open items have been updated
in the Revised Registration Statement.

 2. Please ensure that all filings incorporated by reference are hyperlinked in accordance with the FAST Act.

The Registrant confirms that all filings incorporated by reference
have been hyperlinked in the Revised Registration Statement.

    1

 3. The Fund’s June 30, 2024 N-CSR is incorporated by reference in multiple locations, but at the time of the filing, the June
30, 2024 N-CSR had not been filed with the Securities and Exchange Commission. Please ensure this information is on file on EDGAR.

The Fund confirms that the June 30, 2024 N-CSR
filed on September 6, 2024 (SEC Accession No. 0001398344-24-017539). The June 30, 2024 N-CSR has been appropriately incorporated by reference
into the Revised Registration Statement with appropriate hyperlinks included per comment 2 above.

 4. The Staff notes that it will need to review the audit consent with the Revised Registration Statement.

The Registrant confirms that the audit consent
was filed as an exhibit to the Revised Registration Statement.

DISCLOSURE
Comments

 Prospectus

 5. The second paragraph on page 8 of the Prospectus states the following: “At any given time, the Fund’s portfolio may
be substantially illiquid and subject to increased credit and default risk.” Please add disclosure clarifying that a secondary market
for the loans does not currently exist and that no market for the loans may develop in the future.

The above-referenced paragraph has been revised
as follows in the Revised Registration Statement: “The Alternative Credit in which the Fund typically invests are newly issued and/or
current as to interest and principal payments at the time of investment. Unless the context suggests otherwise, all references to loans
generally refer to Alternative Credit. Alternative Credit Instruments are generally not rated by the nationally recognized statistical
rating organizations (“NRSROs”). The Alternative Credit Instruments in which the Fund may invest may have varying degrees
of credit risk. There can be no assurance that payments due on underlying Alternative Credit investments will be made. At any given time,
the Fund’s portfolio may be substantially illiquid and subject to increased credit and default risk. If a borrower is unable to
make its payments on a loan, the Fund may be greatly limited in its ability to recover any outstanding principal and interest under such
loan. A secondary market for the loans does not currently exist, and no market for the loans may develop in the future.”

 6. Please disclose in an appropriate location the Fund’s dependence on the platforms to collect, verify, and provide information
to the Fund about each loan and borrower and to sell the Fund loans that meet the Fund’s criteria.

The Fund confirms that the following disclosure regarding the
Fund’s dependence on the platforms is included in the Fund’s June 30, 2024 annual report, which is incorporated by reference
into the Prospectus in the Revised Registration Statement:

    2

“Platform Reliance Risk. The Fund is dependent on
the continued success of the platforms that originate the Fund’s Alternative Credit Instruments and the Fund materially depends
on such platforms for loan data and the origination, sourcing and servicing of Alternative Credit investments. If such platforms were
unable or impaired in their ability to operate their lending business, the Adviser may be required to seek alternative sources of investments
(e.g., Alternative Credit originated by other platforms), which could adversely affect the Fund’s performance and/or prevent the
Fund from pursuing its investment objective and strategies. In order to sustain its business, platforms and their affiliated entities
may be dependent in large part on their ability to raise additional capital to fund their operations. If a platform and its affiliated
entities are unable to raise additional funding, they may be unable to continue their operations. The Fund may have limited knowledge
about the underlying Alternative Credit in which it invests and will be dependent upon the platform originating such loans for information
on the loans. Some investors of Alternative Credit Instruments, including the Fund, may not review the particular characteristics of the
loans in which they invest at the time of investment, but rather negotiate in advance with platforms the general criteria of the investments.
As a result, the Fund is dependent on the platforms’ ability to collect, verify and provide information to the Fund about each Alternative
Credit investment and borrower. Each of the platforms from which the Fund will purchase Alternative Credit Instruments retains an independent
auditor to conduct audits on a routine basis.”

 7. Please disclose in an appropriate location what the Fund intends to do if a platform were to cease to exist or become unable to
perform its servicing functions.

Please see comment 6 above for the Platform Reliance Risk disclosure
that is included in the Fund’s June 30, 2024 annual report and incorporated by reference into the Prospectus in the Revised Registration
Statement, which addresses the risks associated with the possibility of a platform ceasing to exist or becoming unable to perform its
servicing functions.

 8. Please disclose the name of each platform through which the Fund invests greater than 25% of its assets, provide a description
of the platform and disclose any unique risks that the platform presents.

The Fund confirms that it does not hold greater than 25% of its
Managed Assets in loans originated by any one platform, and accordingly, no changes have been made in the Revised Registration Statement.

 9. Please confirm in correspondence that the Fund’s financial statements will classify the loans as level 3 in the fair value
hierarchy based on the valuation methodology.

The Fund so confirms.

    3

 10. Please confirm in correspondence that the Fund understands that the platform is an issuer and that if the Fund invests 45% or more
of its assets in loans issued by a single platform, then the platform is considered a co-issuer of the Fund under Rule 140 of the Securities
Act of 1933, as amended (the “1933 Act”). Please also confirm that if the Fund were to be regarded as engaged in a distribution
of the securities of a platform, or if a platform were considered a co-issuer with the Fund, the Registration Statement would need to
contain all required disclosure regarding that platform and that platform would need to execute the Registration Statement as an issuer
and would have issuer liability under the 1933 Act for the disclosure in the Registration Statement.

The Fund confirms that no more than 45% of the Fund’s Managed
Assets will be invested in loans originated from any single platform (or group of related platforms). Accordingly, no changes have been
made in the Revised Registration Statement.

 11. Please disclose that the purchase of whole loans through an alternative lending platform involves the purchase of “securities”
under the 1933 Act issued by the originating platforms and that the purchase of whole loans by the Fund involves the purchase of securities.

The following disclosure has been added to
the Prospectus in the Revised Registration Statement: “The purchase of whole loans through an Alternative Credit platform involves
the purchase of “securities” under the Securities Act issued by the originating platforms, and accordingly, the purchase of
whole loans by the Fund involves the purchase of securities.”

 12. Page 15 of the Prospectus discusses the BNP Credit Agreement. Please file such agreement as an exhibit
to the Registration Statement.

The Fund confirms that
it has filed the BNP Credit Agreement as an exhibit to the Revised Registration Statement.

 13. Please disclose in the Fund’s Registration Statement and in the valuation policy note to the Fund’s financial statements
that the Fund has adopted a valuation policy, which states that (1) the unit of account is at the individual loan level; (2) fair valuation
will be performed using inputs which incorporate borrower-level data; and (3) the borrower level data is updated as often as net asset
value is calculated.

The Fund confirms that the following disclosure
has been added to the “Net Asset Value” section of the Revised Registration Statement:

“Pursuant to the Fund’s valuation
policies and procedures as adopted by the Board of Directors, the Fund’s holdings in Alternative Credit Instruments are fair valued
in accordance with such policies and procedures based on evaluated prices provided by the Adviser. The Fund accounts for whole and fractional
loans at the individual loan level for valuation purposes, and whole loans and fractional loans are fair valued using inputs that take
into account borrower-level data that is updated as often as the NAV of Common Shares is calculated to reflect new information regarding
the borrower or loan. Such borrower-level data will include the borrower’s payment history, including the payment, principal and
interest amounts of each loan and the current status of each loan, which allows the Adviser to determine, among other things, the historical
prepayment rate, charge-off rate, delinquency and performance with respect to such borrower/loan. In addition, borrower-level data may
include the following to the extent applicable and available: updated FICO scores of the borrower of a consumer loan or the guarantor
of the borrower of an SME loan, the borrower’s debt-to-income ratio and employment status (in the case of consumer loans) and financial
statements, tax returns and sales data (in the case of SME loans).

    4

The Fund, in accordance with the investment
limitations approved by the Fund’s Board of Directors, will limit its investments in Alternative Credit to loans originated by platforms
that will provide the Fund with a written commitment to deliver or cause to be delivered individual loan-level data on an ongoing basis
throughout the life of each individual loan that is updated periodically as often as the NAV of Common Shares is calculated to reflect
new information regarding the borrower or loan.

The Fund will not invest in loans originated
by platforms for which the Adviser cannot evaluate to its satisfaction the completeness and accuracy of the individual Alternative Credit
data provided by such platforms relevant to determining the existence and valuation of such Alternative Credit and utilized in the accounting
of the loans.

The processes and procedures described herein
are part of the Fund’s compliance policies and procedures. Records will be made contemporaneously with all determinations described
in this section and these records will be maintained with other records that the Fund is required to maintain under the 1940 Act.”

The Fund confirms that the requested disclosure
will also be added to the valuation note to the Fund’s financial statements in its next filed shareholder report.

 14. The last paragraph on page 44 of the Prospectus states the following: “The 2020 Control Share
Statute Relief reflects only the enforcement position of the Staff and is not binding on the SEC or any court, however, the limited judicial
precedent that exists supports CEFs’ ability to utilize control share statutes.” However, some courts have held that these
types of statutes raise issues under Section 18(i) of the Investment Company Act of 1940, as amended, so please confirm or clarify this
disclosure.

The above-referenced disclosure
has been revised as follows in the Revised Registration Statement: “The 2020 Control Share Statute Relief reflects only the enforcement
position of the Staff and is not binding on the SEC or any court, and some uncertainty around the application under the 1940 Act of state
control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition
provisions violate the 1940 Act.”

    5

 15. 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 (“RIC”) under Subchapter M of the Internal Revenue
Code of 1986, as amended, and disclose the consequences if the Fund does not qualify as a RIC.

The requested changes have been made.

 16. With respect to the “Plan of Distribution” section of the Prospectus, please confirm that the contemplated in-kind
exchange program will not be to the detriment of shareholders of the Fund and will not be primarily for the benefit of the shareholder
offering shares of the “pooled investment vehicle” and participating in the contemplated in-kind exchange program.

The Registrant confirms that the contemplated
in-kind exchange program will not be to the detriment of shareholders of the Fund and will not be primarily for the benefit of the shareholder
offering shares of the “Pooled Investment Vehicle” and participating in the contemplated in-kind exchange program.

 17. Page 53 of the Prospectus discusses State Street as the Fund’s custodian. Please disclose that the Fund’s qualified
custodian will receive evidence that the Fund owns the loans and will have the ability to enforce the loan. This should include disclosure
on what the custodian receives as evidence for each of the different types of loans that it will purchase. For example, the Fund’s
custodian, should receive an executed loan package which could consist of either a note or a loan agreement and a note along with an instrument
of assignment executed by the platform. The custodian should also receive personally identifying information about the borrower to enable
the custodian to enforce the loan directly against the borrower.

The following disclosure has been added to the Prospectus in
the Revised Registration Statement: “For whole loans purchased by the Fund (which would not include, for example, underlying loans
in a securitized product held by the Fund), it is expected that Millennium Trust, as the Fund’s qualified custodian for the loans,
will typically receive or be provided with access to an executed loan package. While the executed packages may differ for certain investments,
it is typically comprised of evidence in the form of a promissory note or similar document, an executed copy of the underlying loan agreement
or security instrument, and an executed cop

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

August 26, 2022

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

Attn: Ms. Megan Miller

 Re: RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the
“Fund”)

(Registration Nos. 333-260203 and 811-23166)

Dear Ms. Miller:

This letter is in response to the comments of the
staff of the Securities and Exchange Commission (“SEC Staff”) that you provided via telephone on August 1, 2022 relating to
the Fund’s June 30, 2021 annual report (the “Annual Report”), which was filed with the Securities and Exchange Commission
(“SEC”) on Form N-CSR on September 7, 2021. For your convenience, the SEC Staff’s comments are summarized below and
each comment is followed by the Fund’s response.

1.
  Comment: On a going forward basis, please include a response to Item 11(b) of Form N-CSR that addresses the full period covered
by the report. Please also confirm in correspondence, that the Registrant’s response to Item 11(b) of Form N-CSR for the period
ended June 30, 2021 is still accurate if revised to address the full period covered by the Annual Report.

Response: The Fund confirms that, going forward,
a response to Item 11(b) of Form N-CSR that addresses the full period covered by the report will be included. The Fund further confirms
that the Registrant’s response to Item 11(b) of Form N-CSR for the period ended June 30, 2021 is still accurate if revised to address
the full period covered by the Annual Report.

2.   Comment:
On a going forward basis, please include a discussion about the extent to which the Registrant’s distribution policy effects the
Fund’s investment strategies and per share net asset value during the last fiscal year. Also discuss the extent to which the Registrant’s
distribution policy resulted in distributions of capital.

Response: The Fund confirms that, going forward,
the applicable discussion will be disclosed.

3.   Comment:
The Statement of Assets and Liabilities includes a line item for deferred offering costs and then references Note 9 of the Notes to Financial
Statements. Going forward, please disclose in Note 9 what the deferred offering costs relate to or otherwise update the Financial Statements
if no longer applicable.

Response: The Fund confirms that, going forward,
the applicable disclosure will be included.

We trust that the foregoing is responsive to your
comments. Please contact me at (312) 569-1107 if you have any questions regarding the Fund’s responses.

    Very truly yours,

    /s/ David L. Williams

    David L. Williams

CORRESP
1
filename1.htm

Faegre Drinker Biddle & Reath LLP

191 N. Wacker Drive, Suite 3700

Chicago, IL 60606-1698

(312) 569-1000 (Phone)

(312) 569-3000 (Facsimile)

www.faegredrinker.com

November 8, 2021

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Daniel Greenspan and Lauren Hamilton

Re:
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-260203;
811-23166); Response to Examiner Comments on N-2

Dear Mr. Greenspan and Ms. Hamilton:

This letter responds
to the staff’s comments that you provided via telephone on November 4, 2021, 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 Registration Statement under the Securities Act of 1933, as
amended (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

 1. Portions of the senior securities table indicate that they are unaudited. Per Form N-2, Item 4.3, the
senior securities table must be audited.

The Fund confirms that the senior
securities table included in the Revised Registration 	Statement has been audited.

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

    1

CORRESP
1
filename1.htm

Faegre Drinker Biddle & Reath LLP

191 N. Wacker Drive, Suite 3700

Chicago, IL 60606-1698

(312) 569-1000 (Phone)

(312) 569-3000 (Facsimile)

www.faegredrinker.com

November 3, 2021

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Daniel Greenspan and Lauren Hamilton

	Re:	RiverNorth/DoubleLine
Strategic Opportunity Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-260203; 811-23166); Response
to Examiner Comments on N-2

Dear Mr. Greenspan and Ms. Hamilton:

This letter responds
to the staff’s comments that you provided via telephone on October 28, 2021, 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. 1 to the Registration Statement under the Securities Act of 1933, as amended (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

 1. Please explain why the lead-in to the fee table does not agree with the disclosure included in the
Fund’s June 30, 2021 N-CSR. In the section of the N-CSR entitled “Summary of Updated Information Regarding the Fund –
Use of Leverage,” the disclosure indicates that the principal amount of borrowings under the USB Facility was $21 million, representing
approximately 8.54% of the Fund’s Managed Assets. The lead-in paragraph to the fee table indicates that this amount represents 6.55%
of the Fund’s Managed Assets as of June 30, 2021. Please provide an explanation and ensure consistency going forward. Please further
confirm that this does not change any of the assumptions or figures presented in the fee table, or to the extent the assumptions do change,
please provide updated figures in correspondence.

    1

As noted in the
Fund’s N-CSR, the Fund’s issuance of preferred shares is not treated as leverage for financial reporting purposes and was not included in the calculation of Managed Assets for the leverage disclosure presented in the Fund's June 30, 2021 N-CSR.
Adjustments were made during the Fund’s June 30, 2021 audit, which adjusted net assets from the June 30, 2021 net asset value.
The Fund confirms that the Revised Registration Statement has been updated to reflect that the USB Facility represents approximately
6.87% of Managed Assets and that the change has no impact on the fee table.

 2. Please explain why the preferred shares outstanding are not included in the senior securities
                                                                       table in accordance with Form N-2, Item 4.3. Please revise the table and provide the updated table in correspondence. Please further confirm how the calculations for asset coverage are performed in accordance with Section 18(h) of the Investment Company
Act of 1940, as amended, and revise such calculations as appropriate. Additionally, as it relates to the preferred stock, please revise
the table to follow Form N-2, Item 4.3, Instructions 2 and 4.

The Fund confirms that the Revised Registration
Statement will include the updated senior 	securities table included below. The Fund further confirms that the asset coverage calculations in the updated table below have been performed in accordance with Section
18(h) and has revised the table to follow Form N-2, Item 4.3, Instructions 2 and 4.

Senior Securities Representing Indebtedness

    Period/Fiscal Year Ended

    ​

    Senior Securities

    ​

    Average Amount Outstanding

    ​

    Asset Coverage

    ​

    Involuntary Liquidating
    Preference per Unit

    ​

    Average Market
    Value Per Unit (4)

    June 30, 2021

    Credit Facility

    $21,000,000(1)

    $14,563(2)

    $--

    $--

    Series A Cumulative Preferred Stock

    $60,000,000

    $119(3)(5)

    $25.00

    $24.44(5)

    June 30, 2020

    ​
    Credit Facility

    $65,500,000(1)

    $4,046(2)

    $--

    $--

    June 30, 2019

    ​
    Credit Facility
    ​
    $73,500,000(1)
    ​
    $3,711(2)
    ​
    $--

    $--

    June 30, 2018

    ​
    Credit Facility
    ​
    $73,500,000(1)
    ​
    $3,811(2)
    ​
    $--

    $--

    June 30, 2017 (6)

    ​
    Credit Facility
    ​
    $71,500,000(1)
    ​
    $4,090(2)
    ​
    $--

    $--

 (1) Average amount outstanding represents the principal amount owed
by the Fund to lenders under credit facility arrangements in place at the time. Average amount outstanding represents the principal amount
owed by the Fund to lenders under credit facility arrangements in place at the time.

 (2) The asset coverage ratio for the Credit Facility is calculated by subtracting the Fund's total liabilities
and indebtedness not represented by senior securities from the Fund's total assets, dividing the result by the aggregate amount of the
Fund's senior securities representing indebtedness then outstanding, and then multiplying by $1,000.

 (3) The asset coverage ratio for a class of senior securities representing stock is calculated as the Fund's
total assets, less all liabilities and indebtedness not represented by the Fund's senior securities, divided by secured senior securities
representing indebtedness plus the aggregate of the involuntary liquidation preference of secured senior securities which are stock. With
respect to the Preferred Stock, the asset coverage per unit figure is expressed in terms of dollar amounts per share of outstanding Preferred
Stock (based on a liquidation preference of $25).

 (4) Represents the average of the daily closing market price per
share as reported on the NYSE during the respective period.

 (5) Unaudited.

 (6) For the period September 28, 2016, commencement of operations, to June 30, 2017.

    2

REGISTRATION STATEMENT

 3. Pursuant to Rule 483 under the Securities Act of 1933, as amended, the Fund’s powers of attorney
need to be more current and specific to the registration statement.

The Fund confirms that
updated powers of attorney will be filed as exhibits to the Revised Registration Statement.

 4. With respect to the LIBOR risk disclosure, please address how the transition may have an impact, if
at all, on the market value of the Fund’s investments. Please tailor any principal risk disclosure to describe how the expected
discontinuation of LIBOR could affect the Fund’s investments, including how the transition to any successor rate could impact the
value of instruments that reference LIBOR.

The Fund confirms that
the LIBOR risk disclosure will be updated in the Revised Registration Statement to include the following additional disclosure:

“The transition
process might lead to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR. It could also
lead to a reduction in the value of some LIBOR-based investments. Since the usefulness of LIBOR as a benchmark could deteriorate during
the transition period, these effects could occur prior to the completion of the transition. All of the aforementioned may adversely affect
the Fund’s performance or NAV.”

 5. Please provide additional disclosure about how the Fund is making decisions to invest in special purpose
acquisition companies (“SPACs”). How does the Fund intend to obtain exposure to SPACs and what type of SPACs will the Fund
invest in? Additionally, please explain what is contemplated by the Fund following a “de-SPAC” or business combination?

The Fund confirms that the following disclosure
will be added to the Fund’s principal 	investment strategy in the Revised Registration Statement:

“The Fund anticipates
that its SPAC investments will be primarily composed of: (i) units issued by SPACs comprised of common stock and warrants to purchase
common stock; (ii) common stock issued by SPACs, including “founder” shares; and (iii) warrants to purchase common stock,
including “founder” warrants. In addition, the Fund’s SPAC investments could also consist of debt instruments issued
by SPACs; securities of other investment companies that primarily invest in SPACs; and securities of SPACs that have completed a business
combination transaction with an operating company within the last two calendar years.

The Fund’s SPAC
investments may be obtained (among other means) through initial public offerings (“IPOs”) of SPACs; secondary market transactions;
private placements, including private investment in public equity (“PIPE”) transactions and investments in vehicles formed
by SPAC sponsors to hold founder shares and founder warrants; and/or forward purchase agreements pursuant to which investors commit to
purchasing a SPAC’s securities to the extent the SPAC requires additional funding at the time of a business combination. Through
its investments in SPACs, the Fund will seek to (i) obtain attractive risk-adjusted investment returns, and (ii) derive value from buying
and selling SPAC securities to take advantage of pricing discrepancies in the SPAC market (e.g., the difference between the price of a
SPAC security and the pro rata value of the SPAC’s trust account).

    3

The SPACs in which the
Adviser may invest may focus on a broad range of industries and sectors and may generally pursue initial business combinations in any
business, industry or geographic location, including outside of the United States. Certain SPACs may seek acquisitions only in limited
industries or regions, which may increase the volatility of their securities’ prices.”

Additionally, the Fund
confirms that it does not intend to own SPACs following a “de-SPAC.”

 6. With respect to the SPAC risk disclosure, to the extent a reclassification of warrants is necessary,
please explain any related broader impacts on the Fund’s financial statements and consider whether there should be related risk
disclosure regarding the impact of a reclassification of warrants as liabilities on the Fund’s financial statements.

The Fund confirms that
it does not consider the impact of a reclassification of warrants on the Fund’s financial statements to be a significant risk of
the Fund, particularly since the Fund does not intend to hold SPACs following a “de-SPAC,” and accordingly, no change has
been made in the Revised Registration Statement.

 7. If applicable, please include risk disclose associated with any potential conflicts of interest related
to sponsors, directors and officers with respect to SPACs.

The Fund confirms that
the following additional risk disclosure related to SPACs will be included in the Revised Registration Statement:

“The officers and
directors of a SPAC may operate multiple SPACs and could have conflicts of interest in determining to which SPAC a particular business
opportunity should be presented. In such circumstances, there can be no assurance that a given business opportunity would be presented
to the SPAC in which the Fund holds an investment.”

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.

    4

    Sincerely,

    /s/ David L. Williams

    David L. Williams

    5

CORRESP
1
filename1.htm

Faegre Drinker Biddle & Reath
LLP

191 N. Wacker Drive, Suite 3700

Chicago, IL 60606-1698

(312) 569-1000 (Phone)

(312) 569-3000 (Facsimile)

www.faegredrinker.com

December 3, 2020

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christopher Bellacicco

Re:	RiverNorth/DoubleLine
Strategic Opportunity Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-230320; 811-23166); Response
to Examiner Comments on POS 8C

Dear Mr. Bellacicco:

This letter
responds to the staff’s comments that you provided via telephone on December 1, 2020, in connection with your review of Post-Effective
Amendment No. 5 under the Securities Act of 1933, as amended (the “1933 Act”) and Amendment No. 13 under the Investment
Company Act of 1940, as amended (the “1940 Act”), to 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 Post-Effective Amendment
No. 6 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.

 1. Please include the undertaking required by Item 34.1 of Form N-2.

The requested change
has been 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

    1

CORRESP
1
filename1.htm

Faegre Drinker Biddle & Reath
LLP

191 N. Wacker Drive, Suite 3700

Chicago, IL 60606-1698

(312) 569-1000 (Phone)

(312) 569-3000 (Facsimile)

www.faegredrinker.com

November 23, 2020

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christopher Bellacicco

 Re: RiverNorth/DoubleLine Strategic Opportunity Fund,
Inc. (the “Fund” or the “Registrant”) (File Nos. 333-230320; 811-23166); Response to Examiner Comments
on POS 8C

Dear Mr. Bellacicco:

This letter
responds to the staff’s comments that you provided via telephone on October 22, 2020, in connection with your review of Post-Effective
Amendment No. 3 under the Securities Act of 1933, as amended (the “1933 Act”) and Amendment No. 11 under the Investment
Company Act of 1940, as amended (the “1940 Act”) to 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 Post-Effective Amendment
No. 5 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.

 1. The Staff notes that the Fund is relying on General Instruction A.2 of Form N-2. In order to
rely on General Instruction A.2, a registrant must have timely filed all reports under Section 30 of the Investment Company Act
of 1940, as amended (the “1940 Act”). Because the Fund’s annual report to shareholders for the fiscal year ended
June 30, 2020 was not timely filed on Form N-CSR, the Fund is not able to rely on General Instruction A.2. Please re-file the Registration
Statement including all required disclosures of Form N-2, as applicable.

The Registrant
notes the Staff’s comment and confirms that the Revised Registration Statement has been amended accordingly to include all
required disclosures of Form N-2, as applicable.

    1

 2. Page 5 of the Prospectus states that the Fund has not issued any shares of preferred stock.
The Staff notes that since this filing, the Fund has filed a supplement offering preferred shares. Please revise as appropriate
and include disclosure setting forth the consequence to common shareholders of issuing preferred shares, including, for example,
diminished voting rights and income preference and increased expenses.

The Revised Registration
Statement has been updated accordingly, including the addition of disclosure setting forth the consequences to common shareholders,
to reflect that the Fund has now issued preferred stock.

 3. In comparing the “Principal Investment Strategies and Policies” section beginning
on page 6 of the Prospectus with the Fund’s previous N-2 filing, language has been removed regarding hedging and swaps, which
still appears later in the Prospectus. Please explain why this disclosure was removed since it still appears to be a part of the
Fund’s strategy.

The Registrant
confirms that the “Principal Investment Strategies and Policies” section has been updated in the Revised Registration
Statement to include the above referenced language related to hedging and swaps, which was included in the Fund’s previous
N-2 filings.

 4. Please include pricing information for the quarter ended September 30, 2020 in the table under
the section entitled “Market and Net Asset Value Information” in the Prospectus.

The Registrant
confirms that the pricing information has been updated as of September 30, 2020 in the Revised Registration Statement.

 5. The section entitled “Use of Proceeds” on page 17 of the Prospectus states that
the Fund would expect to use proceeds within 3 months of receipt. Please confirm that this is still the case given the market volatility
related to the COVID pandemic.

The Registrant
so confirms.

 6. Please include a hyperlink when incorporating by reference as required by the FAST Act. Please
note that this comment applies throughout the Prospectus and Statement of Additional Information.

The Registrant
confirms that hyperlinks have been added throughout the Prospectus and Statement of Additional Information as required by the FAST
Act.

 7. The Staff notes that the statements under the “Shareholder Activism” section on
page 18 of the Prospectus are inconsistent. Please explain why there is disclosure about the Adviser’s assessment of activism
opportunities if the Fund will not take activist positions.

    2

The above-referenced
section has been revised in the Revised Registration Statement so that the section reads as follows:

In assessing the
attractiveness of an investment in a closed-end fund, the Adviser assesses a closed-end fund's susceptibility to dissident or activist
activity and analyzes the composition of the fund's shareholder register. The Fund, in seeking to achieve its investment objective,
will not take activist positions in the Underlying Funds.

 8. The Staff notes that this Registration Statement does not make any changes to the Fund’s
strategy but that several risks, such as those relating to bank loans, have been removed. Please explain the reasons for doing
so.

The Registrant
confirms that any risks that have been removed from the Prospectus, including those relating to bank loans, were removed because
they are no longer considered to be principal risks of the Fund.

 9. The Staff notes that the risk disclosure that is incorporated by reference in the Prospectus
is much shorter than the risk disclosure that was included in the Fund’s previous N-2 filing. Please explain to the Staff
why the Fund believes that this shorter risk disclosure is appropriate.

The Registrant
confirms that the risk disclosures were updated and shortened to reflect more accurately the Fund’s principal risks in a
more shareholder-friendly manner. Because Item 8.3 of Form N-2 specifically requires the principal risk factors of a Fund to be
described concisely, and the current risk disclosure accurately describes the principal risks associated with an investment
in the Fund, the Registrant believes that the risk disclosure satisfies the requirements of Item 8.3 of Form N-2.

 10. Please confirm that cross references to section titles in the Fund’s proxy statement are
correct.

As noted above
in response to comment 1, the Revised Registration Statement has been updated to reflect that the Fund may not rely on General
Instruction A.2 to Form N-2. As such, the cross references to the Fund’s proxy statement are no longer included 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

CORRESP
1
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RiverNorth/DoubleLine Strategic Opportunity
Fund, Inc.

325 North LaSalle Street, Suite 645

Chicago, Illinois 60654

October 15, 2019

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.

(Registration Nos. 333-230320 and 811-23166)

Ladies and Gentlemen:

The undersigned, RiverNorth/DoubleLine Strategic
Opportunity Fund, Inc., Registrant, pursuant to the provisions of Rule 461 of the General Rules and Conditions of the Securities
and Exchange Commission under the Securities Act of 1933, as amended, hereby respectfully requests that the Commission grant acceleration
of the effectiveness of Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on Form N-2, filed on October
11, 2019, so that the same may become effective at 2:00 p.m., Eastern Time on October 17, 2019, or as soon thereafter as practicable.

    Very truly yours,

    RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.

    By:
    /s/ Marcus L. Collins, Esq.

    Marcus L. Collins. Esq.

CORRESP
1
filename1.htm

October 11, 2019

Via EDGAR Correspondence
Filing

Jay Williamson, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund”)

    File Nos. 333-230320, 811-23166

Dear Mr. Williamson:

We received the following comment provided
by telephone conference on October 9, 2019 regarding the Registration Statement on Form N-2 for the above captioned Fund. This
letter serves to respond to that comment.

 Prospectus—Risks

 1. We note your response to Comment No. 9 in the Fund’s filed correspondence dated September
23, 2019. We reissue that comment and further note the Staff’s recent Accounting and Disclosure Information (ADI) issuance
regarding “Improving Principal Risks Disclosure.” Please review the risk disclosures in the Prospectus in light of
the ADI and revise as appropriate.

Response:	The Prospectus has been revised
in response to the above-referenced ADI. The Fund believes that, as revised, the risk disclosures in the Prospectus represent the
principal risks associated with an investment in the Fund.

*	*	*	*	*	*	*	*

We appreciate your prompt
attention to this Registration Statement. If you have any questions or comments or would like to discuss our responses to your
questions, please feel free to contact E. Roy Kim at (312) 845-3850 or the undersigned at (312) 845-3273

    Very truly yours,

    Chapman and Cutler LLP

    By
    /s/ Walter Draney

    Walter Draney

cc: Marcus L. Collins, Esq.; RiverNorth Capital
Management, LLC.

CORRESP
1
filename1.htm

September 23, 2019

Via EDGAR Correspondence
Filing

Jay Williamson, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.
(the “Fund”)

File
Nos. 333-230320, 811-23166

Dear Mr. Williamson:

We received comments provided by telephone
conference on April 16, 2019 regarding the Registration Statement on Form N-2 for the above captioned Fund. This letter serves
to respond to those comments.

General

 1. We note you are registering securities to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933 and appear to be relying on the Nuveen Virginia Premium Income Municipal Fund No-Action
Letter (October 6, 2006). In that letter, the subject fund represented that it files with the Securities and Exchange Commission
(the “Commission”) all information required of it under the Securities Exchange Act of 1934 and the Investment Company
Act of 1940 (the “1940 Act”) and had filed all such reports on a timely basis over the last twelve calendar months.
Please make that representation to us in your letter. If you are unable to make that representation, please tell us why relying
on the letter would be appropriate.

Response:	The Fund represents that
it files with the Commission all information required of it under the Securities Exchange Act of 1934 and the Investment Company
Act of 1940 and has filed all such reports on a timely basis over the last twelve calendar months.

 2. The disclosure indicates that the Fund’s charter provides for a shareholder vote in 2021
to convert the Fund to an open-end fund within twelve months of such approval. Your shelf registration statement registers preferred
stock and subscription rights to purchase preferred stock. These securities would be inconsistent with Section 18 of the 1940 Act
if and when the Fund converted to an open-end fund. Briefly explain to us your plan with respect to preferred stock and rights
to purchase preferred stock in connection with such “Contingent Conversion Feature.”

Response:	The Fund will not issue
shares of preferred stock or subscription rights to purchase preferred stock having terms that would be inconsistent with Section
18 of the 1940 Act. If the Fund seeks to issue shares of preferred stock prior to the potential conversion date, the terms would
provide, for example, that such shares shall be redeemable on or prior to such date. In addition, the Fund notes that shareholders
may not vote in favor of the conversion and, in such case, the Fund could seek to issue preferred stock following such vote without
the need for such terms.

Prospectus Cover Page

 3. Items 1 and 2 of Form N-2 set out the disclosure requirements for prospectus cover pages and
permit you to “include other information if it does not, by its nature, quantity, or manner of presentation impede understanding
of the required information.” You have three pages of ‘cover pages’ that includes detailed information –
such as “Contingent Conversion Feature” that is repeated in the Summary and is not traditionally considered cover page
material. Please revise as appropriate.

Response:	The Fund does not believe
the additional disclosures included on the cover page (including the disclosure relating to the Contingent Conversion Feature)
impede understanding of the information required by Items 1 and 2 of Form N-2. Nonetheless, certain disclosures on the cover page
that are repeated elsewhere in the Prospectus have been removed and replaced with a cross-reference to such other sections of the
Prospectus.

 4. In Release No. 33-10506, the Commission adopted new Rule 30e-3 (Enabling Optional Internet Availability
of Shareholder Reports) and amended certain form requirements. Please review the Release and Item 1.1.l to Form N-2 and revise,
if appropriate.

Response:	The Cover Page of the Prospectus
has been revised to include the disclosure under Item 1.1.l of Form N-2.

Prospectus Summary

 5. The General Instructions to Form N-2 state that the purpose of the prospectus is to provide
essential information in a way that helps investors make informed decisions. The General Instructions further require the prospectus
to be clear, concise, and understandable. The Summary’s “Risk Considerations” starts on page 13 and end on page
45. Similar information is then presented under “Risks” between pages 59 and 93. The length and complexity of your
risk disclosure may distract potential investors from essential information, including information related to fees, investment
strategies and types, and risks. Please review your disclosure and revise as appropriate, consistent with the sound disclosure
principles set forth in the General Instructions.

Response:	The Prospectus has been
revised to address this comment.

    -2-

Prospectus—Financial
Highlights

 6. Briefly explain to us the primary drivers behind net realized and unrealized losses for the
periods ended December 31, 2018 and June 30, 2018.

Response:	The primary drivers behind
the net realized and unrealized losses were the price declines in the closed-end fund portfolio (i.e., under the “Tactical
Closed-End Fund Income Strategy”), notably funds with exposure to below investment grade corporate credit, and the Fund’s
exposure to non-agency residential mortgage backed securities. Most of the unrealized loss occurred during the fourth quarter of
2018 due to a period of weakness in the risk capital markets.

 7. We notice you provide an asset coverage metric in the financial highlights. Item 4.3 of Form
N-2 requires the presentation of a Senior Securities table which in some instances require information beyond what you presented
in the financial highlights. Please consider adding a separately captioned Senior Securities table or confirm intentions to revisit
the Item 4.3 disclosure requirement when contemplating an offering of securities.

Response:	The additional information
required by Item 4.3 is not applicable to the Fund, as the Fund’s only senior security relates to the credit facility with
U.S. Bank. To the extent the Fund issues additional senior securities and such information becomes applicable, the Fund confirms
its intentions to revisit the Item 4.3. disclosures.

Prospectus—Use of Leverage

 8. We note the statement in this section that provides that “[t]he Fund may be subject to
certain restrictions on investments imposed by lenders or by one or more rating agencies that may issue ratings for any senior
securities issued by the Fund. Borrowing covenants or rating agency guidelines may impose asset coverage or Fund composition requirements
that are more stringent than those imposed on the Fund by the 1940 Act.” We also note that you currently have a $75 million
credit facility with U.S. Bank. Please revise, using definitive language, the disclosure in this section to address the terms of
the credit facility relating to any such restrictions or requirements that materially affect the Fund, including covenants that
materially restrict your investment activities or materially prohibit future borrowings or accelerate repayment of existing borrowings.

Response:	The Fund does not believe
it’s investment activities are materially restricted under its current borrowing arrangement. However, as such arrangements
are typically short-term in nature and the Fund could enter into different borrowing arrangements from time to time, the Fund believes
it is appropriate to retain the above-referenced disclosure. That said, the Prospectus has been revised to describe a covenant
under the current borrowing arrangement that could, depending on the circumstances, impose a borrowing restriction on the Fund
that is stricter than that permitted under the 1940 Act.

    -3-

 Risks

 9. In her October 25, 2018 address at the ICI Securities Law Developments Conference, Division
of Investment Management Director Dalia Blass shared several observations designed to assist issuers in writing clear and concise
disclosure that is useful to investors. With respect to risk disclosures, she observed that issuers are in the best position to
identify which risks are most important to investors, and that alphabetized risk disclosure can contribute to documents “in
which length trumps clarity and the story is buried.” Director Blass identified generic risk disclosures as another area
for improvement. Currently it appears as if your risk disclosure is alphabetized, generic, and contains an excessive level of detail
that makes it difficult for investors to determine what is important. Please substantially revise your risk disclosures, consistent
with Form N-2 requirements to provide clear, concise and understandable disclosure for investors.

Response:	The Prospectus has been
revised to address the length of the risk disclosures and to eliminate duplicative risk disclosures.

Accounting
Comments

 10. Please file the auditor’s consent with a subsequent pre-effective amendment to the registration
statement.

Response:	The Fund will include a
consent from its auditor as requested.

 11. We note that the “Financial Highlights” section in the Prospectus states that both
the Annual Report for the year ended June 30, 2018 and the Semi-Annual Report for the period ended December 31, 2018 are being
incorporated by reference into the Fund’s SAI whereas the “Financial Statements” section in the Statement of
Additional Information refers only to the Annual Report for the year ended June 30, 2018 as being incorporated by reference.
Please resolve the inconsistent statements.

Response:	The Fund has revised the
registration statement as requested.

*	*	*	*	*	*	*	*

We appreciate your
prompt attention to this Registration Statement. If you have any questions or comments or would like to discuss our responses to
your questions, please feel free to contact E. Roy Kim at (312) 845-3850 or the undersigned at (312) 845-3273

    Very truly yours,

    Chapman and Cutler LLP

    By
    /s/ Walter Draney

    Walter Draney

cc: Marcus L. Collins, Esq.; RiverNorth
Capital Management, LLC.

    -4-

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From: Walter Draney <walter_draney@chapman.com>

Subject: Fwd: RIverNorth/DoubleLine Strategic Opportunity Fund, Inc. (File Nos. 333-212400; 811-23166)

Date: September 27, 2016 at 10:41:27 AM CDT

To: "Minore, Dominic" <MinoreD@SEC.GOV>

Cc: Esmond Kim <roykim@chapman.com>

Dominic - pursuant to our conversation, the Fund will disclose any additional underwriter compensation in the form of structuring fees, sales incentive fees, or any other type of fees, if any, in the "Underwriters-Additional Underwriter Compensation” section of the final prospectus to be filed under Rule 497.

Please contact me with any questions or concerns that you may have.

Regards,

Walter L. Draney | Partner Chapman and Cutler LLP 111 West Monroe Street |

Chicago, IL 60603 Direct: 312.845.3273 Fax: 312.516.3273

walter_draney@chapman.com

Begin forwarded message:

From: Walter Draney <walter_draney@chapman.com>

Subject: RIverNorth/DoubleLine Strategic Opportunity Fund, Inc. (File Nos. 333-212400; 811-23166)

Date: September 26, 2016 at 8:20:50 PM CDT

To: "Minore, Dominic" <MinoreD@SEC.GOV>, ellingtonk@sec.gov, sandovalj@sec.gov

Cc: Roy Kim <roykim@chapman.com>

Gentlemen:

In connection with the pre-effective amendment to the registration statement No. 5 filed on Form N-2 for the above-captioned registrant, enclosed please find as filed versions of the prospectus and statement of additional information, each marked to show changes made to the documents filed in pre-effective amendment No. 4.

As you are aware, the Fund has filed an acceleration request for the registration statement to made effective Tuesday, September 26, 2016 at 12PM ET.

We greatly appreciate the Staff’s efforts in reviewing this registration statement.

Please contact me directly should you have any questions or concerns.

Kindest Regards,

Walter L. Draney | Partner Chapman and Cutler LLP 111 West Monroe Street |

Chicago, IL 60603 Direct: 312.845.3273 Fax: 312.516.3273

walter_draney@chapman.com

CORRESP
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September 23, 2016

Via EDGAR Correspondence Filing

Dominic Minore, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund”)

File Nos. 333-212400, 811-23166

Dear Mr. Minore:

In advance of filing Pre-effective Amendment No. 5 to the Registration Statement on Form N-2 for the Fund, which is anticipated for September 26, 2016, the Fund submits for your review the following exhibits to be included in such filing:

•
By-Laws of the Fund;

•
Dividend Reinvestment Plan;

•
Management Agreement;

•
Form of Subadvisory Agreement;

•
Form of Underwriting Agreement;

•
Form of Master Selected Dealers Agreement;

•
Form of Master Agreement Among Underwriters;

•
Form of Structuring Fee Agreement with various banks;

•
Form of Sales Incentive Fee Agreement;

•
Amended Distribution Agreement with TSC Distributors, LLC;

•
Form of License Agreement;

•
Subscription Agreement;

•
Form of Custody Agreement;

•
Form of Master Services Agreement;

•
Draft Opinion of Fund counsel;

•
Draft Opinion of Maryland counsel;

•
Joint RiverNorth Capital Management, LLC and Fund Code of Ethics; and

•
DoubleLine Capital LP Code of Ethics;

If you have any questions or comments or would like to discuss the items submitted for your review, please feel free to contact Walt Draney at (312) 845-3273 or the undersigned at (312) 845-3850

Very truly yours,

Chapman and Cutler LLP

By

/s/ E. Roy Kim

E. Roy Kim, Esq.

cc:
Morrison Warren, Esq., Chapman and Cutler LLP;

Walter L. Draney, Esq., Chapman and Cutler LLP

Marcus L. Collins, Esq., RiverNorth Capital Management, LLC

CORRESP
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Wells Fargo Securities, LLC

375 Park Avenue

New York, New York 10152

VIA EDGAR

September 23, 2016

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Dominic Minore

RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. Registration Statement on Form N-2

(File Nos. 333-212400 and 811-23166)

Dear Mr. Minore:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we, on behalf of the several underwriters, wish to advise you that distribution of the Registration Statement on Form N-2 as filed on August 30, 2016 and the Preliminary Prospectus dated August 30, 2016, began on August 30, 2016 and is expected to conclude at approximately 4:00 p.m., Eastern Time, on September 27, 2016, with anticipated distribution results as follows: a limited number of Registration Statements have or will be sent to underwriters and approximately 115,000 copies of the Preliminary Prospectus have or will be sent to underwriters, dealers and institutions.

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of the underwriters of the offering of shares of common stock of RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund”), hereby joins in the request of the Fund for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 12:00 p.m., Eastern Time, on Tuesday, September 27, 2016 or as soon thereafter as practicable.

Page 2

Sincerely,

WELLS FARGO SECURITIES, LLC

As Representative

By:

WELLS FARGO SECURITIES, LLC

By:

/s/ Amit Jain

Name: Amit Jain

Title:  Director

CORRESP
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RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.

325 North LaSalle Street, Suite 645

 Chicago, Illinois 60654

September 23, 2016

Dominic Minore, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.

(Registration Nos. 333-212400 and 811-23166)

Dear Mr. Minore:

The undersigned, RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., Registrant, pursuant to the provisions of Rule 461 of the General Rules and Conditions of the Securities and Exchange Commission under the Securities Act of 1933, hereby respectfully requests that the Commission consent to the filing of the amendment of the Registration Statement and grant acceleration of the effectiveness of said Registration Statement, as amended, so that the same may become effective at 12:00 p.m., Eastern Daylight Time, on September 27, 2016, or as soon thereafter as practicable.

Very truly yours,

RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.

By:

/s/ Marcus L. Collins

Marcus L. Collins

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.

2
 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

3
 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

4
 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.

5

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.

6
 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.

7

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

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August 25, 2016

Via EDGAR Correspondence Filing

Dominic Minore, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:
RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund”)

File Nos. 333-212400, 811-23166

Dear Mr. Minore:

We have received your comments regarding the Registration Statement for the above captioned Fund via telephone on August 23, 2016. This letter serves to respond to your comments. For your convenience, we have structured our response to address each of your comments in the order in which they were presented on our call.

Accounting

Please confirm the accuracy of amounts disclosed in the Example of the Summary of Fund Expenses Table. These amounts do not appear to include the sales load and the expenses borne by Common Shareholders.

Response:     The Fund has revised the Summary of Expense Table and related disclosure. The Fund confirms that the Example presentation includes the sales load and the expenses borne by Common Shareholders.

The Fund discloses on page 3 of the Prospectus that it may use short position for hedging purposes. Please confirm whether the Fund intends to use short positions and, if so, include an estimate of dividends paid on Fund short sales in the Annual Expenses section.

Response;     The Fund confirms it intends to utilize short positions for hedging purpose and, pursuant to your request, has provided in a separate line item under “Annual Expenses” an estimate of dividends and interest payments relating to short positions of the Fund.

Prospectus

In your response letter, please confirm that all of the information that precedes the section captioned “Table of Contents” will appear on the outside front cover of the prospectus in at least 10-point type.

Response:     The Fund confirms that all of the required information that precedes the section captioned “Table of Contents” will appear on the outside front cover of the prospectus in at least 10-point type.

The Fund discloses throughout the Prospectus that it may directly, or indirectly through Underlying Funds, invest in below investment grade securities. Please state, if true, that the Fund may invest directly, or indirectly through Underlying Funds, in below investment grade securities of any rating, including the lowest rating, and provide a description of what this means.

Response:     Pursuant to your request, the Fund has revised the Prospectus, as appropriate, to describe that the Fund may invest directly, or indirectly through Underlying Funds, in below investment grade securities of any level, including the lowest levels. The Fund has included additional description as to the meanings to such levels.

The Fund discloses in its description of the Opportunistic Income Strategy that it does not currently expect to invest more than 15% in certain securities rated “Caa” or below by Moody’s and “CCC” or below by S&P (or unrated securities determined by the Subadviser to be of comparable quality). Please clarify, if true, that such investments may be in securities of any rating below “Caa” by Moody’s or “CCC” by S&P (or if unrated as determined by the Subadviser to be of comparable quality).

Response:     Pursuant to your request, the Fund has revised the Prospectus, as appropriate, to describe that the Fund may invest in the Opportunistic Income Strategy in below investment grade securities of any level, including the lowest level.

We note that the Fund discloses potential investments in stripped mortgage securities (generally interest-only and principal-only securities). Please add appropriate risk disclosure relating to these types of investments.

Response:     Pursuant to your request, the Fund has revised the Prospectus to include a separate risk factor relating to interest-only and principal-only securities.

We note that the Fund discloses in list of other types of securities that the Fund may invest in under the Opportunistic Income Strategy, including U.S. Government securities; debt securities issued by domestic or foreign corporations; obligations of foreign sovereigns or their agencies or instrumentalities; equity, mortgage, or hybrid real estate investment trust securities; bank and municipal securities. To the extent these are principal investments of the Fund, please confirm that the Fund has provided appropriate disclosure of these investments and the associated risks.

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Response:     Pursuant to your request, the Fund confirms that each of the above securities and related risk have been included in the descriptions of the Prospectus, as revised.

We note that the Tactical Closed-End Fund Income Strategy utilizes a “Statistical Analysis - Mean Reversion” in its Investment Philosophy and Process. Please clarify, in plain English, the meaning of “mean reversion.”

Response:     The Fund has included additional language in the Investment Philosophy and Process section of the Prospectus to clarify the meaning of “mean reversion”.

Please consider placing the “Risk Considerations – Investment Risk” in front of the “Risk Considerations – Structural Risks”.

Response:     The Fund has revised the order of the risk factors disclosed in the Prospectus, in order of importance.

We note that the Fund has disclosed its ability to invest in subprime mortgages. Please provide a separate risk factor relating to investments in subprime mortgages.

Response:     Pursuant to your request, the Fund has provided a separate risk factor to disclose the risks of investments in subprime mortgages.

Please use bold font for each sub-caption of the Risk Considerations section.

Response:     Each sub-caption of the Risk Considerations section has been put in bold font.

Under “Mortgage-Backed Securities Risks – Residual and Equity Tranches” in the penultimate sentence, please insert the word “whatever” prior to the word “money.”

Response:     Pursuant to your request, the Fund has inserted the word “whatever” in the above referenced section.

In the “Reverse Repurchase Agreements Risk” disclosure, please clarify that the use of reverse repurchase agreements is a form of borrowing by the Fund.

Response:     Pursuant to your request, the Fund has included additional language to clarify that the use of reverse repurchase agreements is considered a form of borrowing by the Fund.

In the Fund’s derivatives risk disclosure (e.g. short sale risk, swap risk, etc.) please clarify that the use of such instruments will be for hedging and not speculative purposes.

Response:     Pursuant to your request, the Fund has revised the Prospectus risk disclosure, where appropriate, to clarify where the Fund’s intended use of the derivatives are for hedging purposes.

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In the Summary of Fund Expenses section, please that all fees and expenses are calculated as a percentage of net assets attributable to common stockholders.

Response:     The above requested disclosure in the footnote 7 of the Summary of Fund Expenses section has been added to the Prospectus.

Please consider expanding the risk factor relating to the Fund’s antitakeover provisions to reflect the Fund’s staggered board and supermajority voting provisions pursuant to its articles of incorporation.

Response:     The Fund has revised the Risks Considerations section of the Prospectus to expand the disclosure as requested above.

We note that the Fund has disclosed a limit of 20% allocated to the Opportunistic Income Strategy that the Fund may invest in non-agency tranches. Please disclose whether the Fund has any limits with respect to which the Fund’s Managed Assets may be invested in Underlying Fund’s investing in non-agency residual or equity tranches of RMBS, CMOs and other real estate investments.

Response: The Fund has confirmed in the Prospectus that it does not have a separate limit of investments that Underlying Funds may make in non-agency residual or equity tranches. The Fund has provided additional risk disclosure to this effect.

Please disclose that when the Fund acts as seller of a credit default swap agreement, the Fund will be required to segregate assets equal to the full notional amount of the reference obligation.

Response:     The Fund has provided additional disclosure to describe that when the Fund acts as seller of a credit default swap agreement, the Fund will be required to segregate assets equal to the full notional amount of the reference obligation. Please note that the Fund does not expect the use of credit default swap agreements to be a principal part of its investment strategy and, as such, the above requested language has been added to the SAI.

Please disclose whether the Fund is exempt from registering as a Commodity Pool under CFTC Rule 4.5.

Response:     As requested, the Fund will disclose in the prospectus that the Adviser has claimed an exclusion from registration as a commodity pool operator with respect to the Fund pursuant to CFTC Rule 4.5.

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Statement of Additional Information

In fundamental investment restriction (4), delete the phrase “except to the extent that Underlying Funds in which the Fund invests concentrate their investments in a particular industry or group of industries.” Instead, add narrative disclosure under a “Fundamental Investment Restriction (4)” heading stating that, although the Fund’s investments in Underlying Funds are not deemed to be investments in a particular industry or group 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 fundamental investment restriction (4).

Response:     Pursuant to your request, the Fund has revised fundamental investment restriction (4).

Please clarify the meaning of the Fund’s potential to invest in pay-in-kind (“PIK”) securities on a “non-principal basis.”

Response:     Pursuant to your request, the Fund has revised its potential investment to PIK securities to state that such investments will be made as a “non-principal portfolio emphasis”.

Please expand the Fund’s disclosure relating to potential investments in private investment funds to make clear that its investments in such funds may not exceed, in the aggregate, 5% of the Fund’s net assets.

Response:     Please note that the SAI has been revised to remove references to the Fund’s potential investments in private funds.

Under “Management of the Fund – Investment Advisory Agreement and Subadvisory agreement, please clarify the description in the final paragraph of this section to appropriately describe the approval required under the 1940 Act.

Response:     The Fund confirms that it will revise the first sentence of the final paragraph on of this section of the Statement of Additional Information, as follows:

“The Investment Advisory Agreement and the Subadvisory Agreement will remain in effect for an initial term ending two years from the date the registration statement of the Fund has been declared effective by the SEC (unless soon terminated), and shall remain in effect from year to year thereafter if approved annually (i) by a majority of the outstanding voting securities of the Fund or by a vote of the Fund’s Board of Directors, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Board of Directors who are not parties to the Investment Advisory Agreement or Subadvisory Agreement, as applicable, or “interested persons” of any party to the Investment Advisory Agreement or Subadvisory Agreement, as applicable, cast in person at a meeting called for the purse of voting on such approval.”

* * * * * * * *

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Tandy Acknowledgment

In connection with the Fund’s Registration Statement, the Fund acknowledges that:

•
it is responsible for the adequacy and accuracy of the disclosure in the filing;

•
staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing;

•
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•
the Fund may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * * * * *

We appreciate your prompt attention to this Registration Statement. If you have any questions or comments or would like to discuss our responses to your questions, please feel free to contact Morrison Warren at (312) 845-3484 or the undersigned at (312) 845-3273

Very truly yours,

CHAPMAN AND CUTLER LLP

By

/s/ Walter Draney

Walter Draney

cc: Marcus L. Collins, Esq.; RiverNorth Capital Management, LLC.

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CORRESP
1
filename1.htm

August 15, 2016

Via EDGAR Correspondence Filing

Dominic Minore, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (the “Fund”)

File Nos. 333-212400, 811-23166

Dear Mr. Minore:

We have received your comments regarding the Registration Statement for the above captioned Fund in your letter of July 29, 2016. This letter serves to respond to your comments. For your convenience, we have structured our response to address each of your comments in the order in which they were presented in your letter.

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’ over-allotment option are also being registered.

Response: The above referenced footnote has been added as requested to disclose that Common Shares issued pursuant to the exercise of the underwriters’ over-allotment option are also being registered.

Prospectus

Outside Front Cover

Principal Investment Strategies

In the last paragraph, disclose whether there is any maximum amount of the Fund’s Managed Assets that may be invested in junk/high-yield securities. Also clarify that below investment grade securities are known as junk and high yield.

Response: The prospectus has been revised to clarify that below investment grade securities are known as “junk” and “high yield” securities. The Fund has included on the outside front cover page that, under normal market circumstances, the Fund may invest up to 60% of the Fund’s Managed Assets allocated to the Tactical Closed-End Fund Income Strategy in below investment grade and senior loan Underlying Funds and may invest up to 50% of the Fund’s Managed Assets allocated to the Opportunistic Income Strategy in below investment grade securities.

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.

Response: The above referenced footnote has been revised as requested to specify that “the Fund has agreed to reimburse the underwriters for the reasonable fees and disbursements of counsel to the underwriters in connection with the review by FINRA of the terms of the sale of the Common Shares in an amount not to exceed $25,000 in the aggregate.”

Expand footnote (3) to the pricing table to disclose that payment of organizational and offering expenses, as well as expenses for which the Fund has agreed to reimburse the underwriters, although payable by the Fund are indirectly paid by investors in this offering. Also clarify that the consequent effect of this will be to immediately reduce the net asset value of each Common Share purchased in this offering.

Response The above referenced footnote has been revised as requested.

The maximum dollar amounts payable by the Fund, as described under “Additional Underwriter Compensation” section of the prospectus, should also be summarized in footnote (3).

Response: The above referenced footnote has been revised as requested to provide the maximum dollar amount (as a percentage of the total public offering price of the Common Shares sold in the offering) payable by the Fund to underwriters.

In your response letter, please confirm that all of the information that precedes the section captioned “Table of Contents” will appear on the outside front cover of the prospectus in at least 10-point type.

Response: The Fund confirms that all of the required information that precedes the section captioned “Table of Contents” will appear on the outside front cover of the prospectus in at least 10-point type.

Table of Contents

In the paragraph appearing after the Table of Contents, clarify that any material changes occurring during the period in which a current prospectus is required to be delivered will be reflected in an amended prospectus that will be delivered to prospective investors.

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Response: The paragraph appearing after the Table of Contents has been revised as requested.

Prospectus Summary

Principal Investment Strategies and Policies (page 1)

May the Fund invest in private funds and/or private investment companies? If so, then disclose that the Fund will limit its investments in all private funds to no more than 35% of its net assets (private funds include, but are not limited to, private REITs, private oil and gas funds, private commodity pools, private real estate funds as well as private investment companies, such as private equity funds and hedge funds). Further disclose that the Fund will limit its investments in entities that are excluded from the definition of “investment company” under the Investment Company Act of 1940 (the “ICA”) solely by Section 3(c)(1) or Section 3(c)(7) of the ICA (typically private equity funds and 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.

Response: The Fund does not intend to initially invest and will not materially invest (e.g. greater than 5% of the Fund’s Managed Assets) in private funds and/or private investment companies. The Fund has updated the SAI to provide disclosure with respect to such investments.

It appears from the description of the Fund’s principal investment strategies and policies that a significant portion of the Fund’s Managed Assets may be either directly or indirectly invested within the mortgage sector. Please disclose the overall estimated percentage of the Fund’s Managed Assets that are likely to be invested directly or indirectly within the mortgage sector.

Response: Pursuant to the Staff’s request, the Fund has revised the prospectus to disclose that at least 50% of the Managed Assets allocated to the Opportunistic Income Strategy will be invested in mortgage-backed securities.

May the Fund invest in any Underlying Funds that 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 limitations imposed on the Fund’s ability to invest in such Underlying Funds. In the event that the Fund intends to invest in affiliated Underlying Funds then, in your response letter, please address how the Fund will comply with the applicable provisions of sections 12 and 17 of the ICA.

Response: Please refer the Prospectus Summary under “Principal Investment Strategies and Policies—Tactical Closed-End Fund Income Strategy” which states that “[t]he Underlying Funds in which the Fund invests will not include those that are advised or subadvised by the Adviser, the Subadviser or their affiliates.

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Because there is no specific information regarding where along the “below investment grade” rating spectrum the Fund’s investments would fall, please delete references to specific letter grades, such as references to “rated below ‘BBB-’ ” or “below ‘Baa3’.”

Response: The Fund has removed specific references to letter grades except when defining the “below investment grade” and where the Fund has a specific limitation along the “below investment grade” rating spectrum. In this regard, the please note the following additional language with respect to the Fund’s Opportunistic Income Strategy:

“Under this strategy, the Fund may invest in securities of any credit quality, including securities that are rated below investment grade, except that the Fund will invest at least 20% of the Managed Assets allocated to this strategy in securities rated investment grade (or unrated securities judged by the Subadviser to be of comparable quality). In addition, the Subadviser does not currently expect that the Fund will invest more than 15% of the Managed Assets allocated to this strategy in corporate debt securities (excluding mortgage-backed securities) or sovereign debt instruments rated “Caa” or below by Moody’s and “CCC” or below by S&P (or unrated securities determined by the Subadviser to be of comparable quality).”

The disclosure on page 3 states that, under normal market conditions, no more than 30% of the Fund’s Managed Assets allocated to the Tactical 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 determining compliance with the 30% cap.

Response: Pursuant to your request, the prospectus has been revised to clarify that, for purposes of the above referenced 30% cap, the Fund will use the market value (and not the notional value) of its derivatives.

The disclosure further states that the Adviser may also use Hedging Positions “to seek to enhance the Fund’s return.” Please clarify, here and elsewhere in the prospectus, the extent to which the Adviser (as well as the Subadviser) may use the Fund’s Managed Assets for speculative purposes.

Response: The Fund has revised the prospectus remove the reference of the use of Hedging Positions “to seek to enhance Fund’s return,” as the Fund does not anticipate the use of the referenced Hedging Positions for speculative purposes as a principal investment strategy (e.g. greater that 5%). The Fund has clarified that, under the Tactical Closed-End Fund Income Strategy, the Fund may also attempt to enhance the return on the cash portion of its portfolio by investing in total return swaps, in the aggregate of up to 15% of the Fund’s Managed Assets.

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 Managed Assets may be invested in the securities of emerging market issuers within this 20% limitation. Additionally, disclose the overall maximum percentage of the Fund’s Managed 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 emerging market issuers should also be disclosed.

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Response: The Fund has revised the disclosure to state that up to 20% of the Fund’s Managed Assets allocated to the Opportunistic Income Strategy may be invested in securities of non-U.S. issuers, including emerging market issuers. Please note that the Fund has additionally disclosed that, under the Fund’s Tactical Closed-End Fund Income Strategy, no more than 25% of the Fund’s Managed Assets allocated to the strategy will be invested in “emerging market issuers” Underlying Funds. Given the above limitations, Fund does not maintain an investment limitation with respect to the overall Fund’s Managed Assets that may be invested in the securities of non-U.S. issuers, or limit the overall Fund’s Managed Assets in the securities of emerging market issuers.

Use of Leverage (page 6)

The disclosure states that the Fund may obtain leverage by issuing Preferred Shares or entering into reverse repurchase agreements. Disclose whether or not the Fund expects to issue Preferred Shares within 12 months from the date of the prospectus. If the Fund expects to issue Preferred Shares during this 12-month period then, under a separately captioned section of the prospectus summary, briefly highlight the characteristics 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 Preferred Shares in a line item presentation to the Fund’s fee table.

Response: The Fund has revised the Prospectus to reflect that it does not expect to issue Preferred Shares within 12 months of the date of the Prospectus.

Add a separately captioned section of the prospectus summary to highlight the characteristics and risks presented by reverse repurchase agreements.

Response: Pursuant to your request, the prospectus has been revised to highlight the characteristics and risks presented by reverse repurchase agreements.

Disclose that drops in asset values may magnify losses or totally eliminate the Fund’s equity in a leveraged investment.

Response: The Fund has added disclosure relating to the effects of leverage as follows:

“The use of leverage by the Fund can magnify the effect of any losses. If the income and gains earned on the securities and investments purchased with leverage proceeds are greater than the cost of the leverage, returns will be greater than if leverage had not been used. Conversely, if the income and gains from the securities and investments purchased with such proceeds do not cover the cost of leverage, returns will be less than if leverage had not been used.”

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Dividends and Distributions (page 7)

Expand the first paragraph to disclose that there can be no assurances that the Fund will achieve any level of distributions to its Common Shareholders.

Response: The following disclosure has been added to “Dividends and Distributions”

“There is no assurance the Fund will make this initial monthly distribution or continue to pay regular monthly distributions or that it will do so at a particular rate.”

Dividend Reinvestment Plan (page 8)

In the penultimate sentence, clarify how a Common Shareholder can “opt out” of the Plan. Further disclose that Common Shareholders who receive distributions in the form of additional Common Shares will nonetheless be required to pay applicable federal, state and local taxes on the reinvested dividends but will not receive a corresponding cash distribution with which to pay any applicable tax.

Response: The “Dividend Reinvestment Plan” in the Prospectus Summary has been revised as follows:

“The automatic reinvestment of dividends and distributions in Common Shares will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends and distributions, even though such participants have not received any cash with which to pay the resulting tax. . . . All correspondence or questions concerning the Plan, including how a Common Shareholder may opt out of the Plan, should be directed to the Plan Administrator at [ , ]. Beneficial owners of Common Shares who hold their Common Shares in the name of a broker or nominee should contact the broker or nominee to determine whether and how they may participate in, or opt out of, the Plan.”

Risk Considerations (page 8)

Please add a risk factor to highlight each material 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 the prospectus that expands 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.

Response: The prospectus has been revised to include a risk factor for “Potential Conflicts of Interest Risk,” which also cross-references the disclosure in the SAI under “Management of the Fund—Conflicts of Interest.” This risk factor describes the potential conflicts of interest that may arise. In addition, this risk factor highlights that the Fund, Adviser and/or the Subadviser (as applicable) have adopted policies and procedures that address the potential conflicts described in this section, including policies and procedures to address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all accounts of the Adviser and Subadviser are treated equitably.

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Investment-Related Risks (page 10)

Please add a separately captioned ri