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

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
Managed Duration Municipal Income Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-281390; 811-23434);
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 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
                                         ensure that the Fund’s Form N-CSR filing is hyperlinked in all locations.

The
Fund confirms that the Form N-CSR filing will be hyperlinked in all locations in the Revised Registration Statement.

 2. With
                                         respect to the Fund’s Fee Table that is incorporated by reference to the Fund’s
                                         Form N-CSR filing, please supplementally explain why footnote (8) indicates that the
                                         example assumes that the estimated “Other expenses” set forth in the table
                                         are accurate and that all dividends and distributions are reinvested at net asset value
                                         (“NAV”) and that the Fund is engaged in leverage of 38.35% of Managed Assets,
                                         assuming interest and fees on leverage of 2.71%; however, footnote (5) indicates that
                                         the weighted average annual expenses to the Fund on leverage are 4.16%.

The
Fund acknowledges the staff’s comment and confirms that the weighted average annual interest rate is 4.16%. In contrast,
the 2.71% figure represents the cost to investors for such leverage, as disclosed in the expense table. In future filings, the
Fund will revise Footnote 8 to reference the weighted average interest rate applied to leverage.

 3. The
                                         “Use of Leverage” section of the Prospectus states the following: “With
                                         respect to the Fund’s anticipated investments in TOB Residuals issued by a tender
                                         option bond trust (as further discussed below under “-Tender Option Bonds”),
                                         the Fund will treat such instruments as derivatives in compliance with Rule 18f-4 under
                                         the 1940 Act.” Please explain why the Fund includes asset coverage ratios in the
                                         Financial Highlights consistent with the treatment of TOB residuals as senior securities.

The
Fund confirms that the TOB transactions are treated as derivatives in compliance with Rule 18f-4 under the 1940 Act. The Fund
notes that the asset coverage ratios with respect to floating rate obligations in the Fund’s Financial Highlights were inadvertently
included in the Fund’s annual report and will be removed in future shareholder reports.

DISCLOSURE
COMMENTS

 4. The
last paragraph of Page 2 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.

The
requested change will be made in the Revised Registration Statement.

 5. Please
disclose under the “Market and Net Asset Value Information” section of 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.

 6. Please
add the following undertaking to the 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