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:
| • | Dividend Reinvestment Plan; |
| • | 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; |
| • | 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
