SecProbe.io

CORRESP
1
filename1.htm

    fp0043327

June 14, 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 Managed
                                         Duration Municipal Income Fund, Inc. (the “Fund”)

                                         File Nos. 333-230421, 811-23434

Dear Mr. Williamson:

We received your comments provided by telephone
conference on June 12, 2019 regarding the registration statement for the above captioned Fund (the “Registration Statement”).
This letter serves to respond to those comments. For your convenience, we have attached a marked copy of the changed pages in the
Prospectus forming part of the Registration Statement to show you the revisions being made in response to your comments, as will
be reflected in a forthcoming pre-effective amendment to the Registration Statement.

Cover Page

 1. Footnote 2 to the Pricing Table states that “the Fund has agreed to reimburse the underwriters
for certain expenses in connection with this offering.” However, other disclosure throughout the Prospectus states that investors
will not be charged a sales load, which appears to be inconsistent with the prior disclosure. Please explain or revise.

 Response: The Prospectus has been revised to remove the above-referenced statement regarding reimbursement of underwriters by the Fund.

 2 We note that you have added disclosure to the Cover Page that the Adviser and its employees
have indicated interest in purchasing shares in the offering. We note there is identical disclosure repeated in the Prospectus
Summary. In order to reduce the length of the Prospectus, please consider whether including the duplicative disclosure on the Cover
Page is appropriate.

Response:	The above-referenced disclosure
has been removed from the Cover Page.

Prospectus Summary

 3. We note your response to Comment 6 from our letter dated April 18, 2019. We reiterate that the
risk disclosure, particularly the risk disclosure in the Prospectus Summary, is long, complex and repetitive and may impede an
investor from understanding the essential information in the Prospectus. Please review and revise as appropriate.

 Response: The Prospectus Summary has been revised as requested.

 4. Please revise the “Managed Duration Strategy” sections of the Prospectus to discuss
how the Adviser will manage the Fund’s duration relative to the Index (e.g., on what basis will the Adviser seek a
duration that is different than the Index) and to clarify what strategies and investment types the Adviser intends to use in managing
the duration of the Fund in such manner.

 Response: The Prospectus has been revised as requested.

Summary of
Fund Expenses

 5. The hypothetical expense example appears to reflect a 2.0% sales load but no sales load has
been disclosed in the Prospectus. Please explain or revise.

Response:	There is no sales load payable
by the Fund. However, the example had inadvertently included a higher expense assumption and has been revised in the Prospectus.

*  	*  	*	  *	  *	  *  	*	  *

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.

- 2 -