The Staff issued a no-action letter stating that it would not recommend enforcement action to the Commission under Section 15(a) of the Investment Company Act of 1940 (the “1940 Act”) against a fund, its investment adviser or a sub-adviser if a sub-advisory agreement was amended without shareholder approval to change the method for calculating the portion of the advisory fees allocated to the sub-adviser, provided that the change did not increase the total advisory fees paid by the fund and its shareholders and did not change the nature and level of services provided to the fund. Under an advisory arrangement, RiverNorth Capital Management, LLC (“RNCM”) serves as investment adviser to RiverNorth/DoubleLine Strategic Income Fund (the “Fund”), and DoubleLine Capital, LP (“DoubleLine”) serves as the Fund’s sub-adviser with respect to a portion of the Fund’s assets. Under the existing sub-advisory agreement, DoubleLine receives a portion of the total advisory fees from RNCM based on the percentage of the Fund’s net assets managed by DoubleLine. The proposed amendment to the sub-advisory agreement would instead allocate advisory fees based on DoubleLine’s gross assets under management, which would result in an increase in the advisory fees paid to DoubleLine and a corresponding decrease in the advisory fees paid to RNCM. In issuing no-action relief, the Staff focused on representations that the proposed amendment would not increase the overall advisory fees paid by the Fund and its shareholders or reduce or modify the nature and level of services that DoubleLine and RNCM provide with respect to the Fund.