SecProbe.io

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November 6, 2019
 Via Email

Morrison C. Warren, Esq.
Walter L. Draney, Esq.
E. Roy Kim, Esq. Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603
Re:  RiverNorth Flexible Mu nicipal Income Fund, Inc.
Registration Statement on Form N-2
File Nos. 333-234122, 811-23481
 Dear Messrs. Kim, Draney, and Warren:
On October 7, 2019, the RiverNorth Flexible Municipal Income Fund, Inc. (the “Fund”),
filed a registration statement on Form N-2 under the Securities Act of 1933 (“Securities Act”)
and the Investment Company Act of 1940 (“1940 Ac t”).  We have reviewed the registration
statement and have provided our comments below.  Where a comment is made in one location, it
is applicable to all similar disclosure appeari ng elsewhere in the registration statement.  All
capitalized terms not otherwise defined herein have  the meaning given to them in the registration
statement.
LEGAL COMMENTS

1. Please tell us if you have presen ted any test the waters materi als to potential investors in
connection with this offering. If  so, please provide us with copies of such materials.

2. Please confirm in your response letter th at FINRA has reviewed the proposed
underwriting terms and arrangements for the transactions described in the registration
statement, including the amount of compen sation to be allowed or paid to the
underwriters and any other arrangements among the Fund, the underwriters, and other broker dealers participating in the distribu tion, and that FINRA has issued a statement
expressing no objections to the compensation and other arrangements, or state how the
Fund is exempt from such review.

Cover Page

3. The Staff's position is that the Cover Page s ection is generally limited to two pages unless
additional disclosure is require d by law.  Revise the Cover Page section to include only
information required by Form N-2 or by law.   By way of example, the last two

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 paragraphs of iii provide additional detail s not required by the cover page as do the
second and third paragraphs under “Limited Term  and Eligible Tender Offer” on page iv.

Page i – Principal Investment Strategies

4. The disclosure contained in the paragr aph “Tactical Munici pal Closed-End Fund
Strategy,” at (ii), appears to di sclose an arbitrage strategy or strategies , but lacks clarity.
Please revise the disclosure to enable inve stors to better underst and how the Fund will
implement this strategy.

Page iii – Principal Investment Strategies

5. The Fund states, “The Fund, or the Underlyi ng Funds in which the Fund invests, may
invest in securities of any cr edit quality, including, without limit, securities that are rated
below investment grade, except that, under nor mal market conditions, at least 50% of the
Fund’s Managed Assets will be directly or indirectly invested in investment grade
Municipal Bonds.”  Please clarify the disclo sure by providing the ra nge of credit ratings
for investment grade securities.

Page iv – Limited Term and Eligible Tender Offer

6. What would be the size of the tender offer?  How would it be determined?

Page v – Dividends and Distributions

7. Given that Fund distributions may include a return  of capital, please state that fact in this
paragraph, and summarize the consequences to  shareholders of a return of capital.

Prospectus
 Page 5 – Prospectus Summary – Principa l investment Strategies and Policies

8. The disclosure indicates the Fund may have hi gh portfolio turnover.  Accordingly, please
summarize in this section the consequen ces of high turnover to shareholders.

Page 11 – Tender Option Bonds (“TOBs”)

9. The staff's position is that a TO B financing involves the issuan ce of a senior security by a
fund unless the fund segregates unencumber ed liquid assets (other than the bonds
deposited into the TOB trust) with a value at least equal to the amount of the floaters plus
accrued interest, if any.  It is unclear from  this disclosure what practice the Fund will
follow.  Accordingly, please advise whet her the Fund segregates unencumbered liquid
assets for a TOB financing.  Depending on your response, we may have additional
comments.

Page 12 – Dividends and Distributions

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10. The Fund notes that its dividends and distri butions, from time to time, may include a
return of capital.  Acco rdingly, please disclose here the c onsequences to shareholders of a
return of capital.

Page 13 – Risk Considerations

11. The Fund’s investment strategy and philosophy are discussed at length on pages 2-7, yet
risk disclosure in this section is limited to one paragraph of generali ties at the bottom of
page 13.  Please summarize all mate rial risks in this section.

Page 16 – Summary of Fund Expenses

12. Although the Fund is "not oblig ated to repay any such organizational expenses or
offering costs paid by the Adviser," please di sclose any potential plans for the Fund to
repay organizational expenses or offering costs paid by the Ad viser voluntarily.

Page 21 – General Obligation Bonds

13. Provide a plain English definition of "ad va lorem" contemporaneous ly with its use.

Page 27 – Effects of Leverage

14. The language of the first column of the It em 8.3b table does not match the language in
Item 8.3b.  Please confirm that there will be no deviation in the meaning or calculations
required by Item 8.3b.

Page 27 – Risks

15. Please consider whether the expected disconti nuation of LIBOR is a principal risk for the
Fund. If you believe it is not, pl ease explain to us why. Othe rwise, please describe how
the expected discontinuation of LIBOR could af fect the Fund's investments, including (1)
if the Fund will invest in instruments that pay interest at floating rates based on LIBOR
that do not include a fall back provision that addresses how interest rates will be determined if LIBOR stops being published, how  it will affect the liquidity of these
investments; and (2) how the transition to a ny successor rate could impact the value of
investments that reference LIBOR.

Page 28 – Management Risks

16. The Fund states, “The Fund is the closed-end fund to be managed by the Adviser and the
closed-end fund to be managed by the Subadvise r.”  This sentence is confusing.  Revise
this sentence to clarify that there is only one closed-end fund different aspects of which
are managed by the Advise r and the Subadviser.

Page 32 – Credit and Below Investment Grad e Securities Risks/Interest Rate Risk

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17. Disclosure regarding credit and below investment  grade securities risks and interest rate
risk, found on page 32, and interest rate ri sk and credit risk, on page 30, contain
substantial overlap.  Please revise to re move redundant disclosure while preserving
disclosure of material risks.

Page 33 – Interest Rate Risk

18. Does the Fund have a duration strategy?  If so, please disclose that strategy.

Page 36 – Underlying Fund Risks

19. The Fund may invest in inde x-based and actively manage d ETFs, yet the risks of
investing in ETFs are not fully disclosed.  Accordingly, we ask that you please disclose
the following:
a. An ETF’s market price may deviate fr om the value of the ETF’s underlying
portfolio holdings, particularly in times of market stress, with the result that
investors may pay significantly more or  receive significantly less than the
underlying value of the ETF shares bought or  sold. For clarity, consider disclosing
that this can be reflected as a spread between the bid and as k prices for the ETF
quoted during the day or a premium or di scount in the closing price from the
ETF’s NAV.
b. An active trading market for shares of th e ETF may not develop or be maintained.
Please also note that in times of market  stress, market makers or authorized
participants may step away from their respective roles in making a market in
shares of the ETF and in executing purcha se or redemption orders, and that this
could in turn lead to variances between the market price of the ETF’s shares and
the underlying value of those shares.

c. If securities underlying an ETF are traded outside of a collateralized settlement
system, that there are a limited number of  financial institutions that may act as
authorized participants that  post collateral for certain trades on an agency basis
(i.e., on behalf of other market participan ts). Please also disclose that, to the
extent that those authorized  participants exit the busine ss or are unable to process
creation and/or redemption orders and no ot her authorized participant is able to
step forward to do so, there may be a si gnificantly diminished trading market for
the ETF’s shares. In addition, please note that this could in  turn lead to differences
between the market price of the ETF’s shares and the underlying value of those
shares.

d. In stressed market conditions, the market  for an ETF’s shares may become less
liquid in response to dete riorating liquidity in th e markets for the ETF’s
underlying portfolio holdings. Please also not e that this adverse effect on liquidity

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 for the ETF’s shares in turn could lead to  differences between the market price of
the ETF’s shares and the underl ying value of those shares.

e. Purchases and redemptions of creation un its primarily with cash, rather than
through in-kind delivery of por tfolio securities, may cause  an ETF to incur certain
costs. Please also disclose that thes e costs could include brokerage costs or
taxable gains or losses that it might not  have incurred if it had made redemption
in-kind. In addition, please disclose that these costs could be imposed on the ETF,
and thus decrease the ETF’s net asset value,  to the extent that the costs are not
offset by a transaction fee payable by an authorized participant.

Page 66 – Conversion to Open-End Fund

20. Guide 4 to Form N-2 states, "If conversion to an open-end company is disclosed as a
possible course of action in the prospectus, th e prospectus should di scuss the factors that
the Registrant's board of directors will c onsider in determinin g whether to propose a
conversion."  Since the prospectus does di scuss the possibility of open-ending the Fund,
please discuss the factors that the Boar d would consider in  such a situation.

Page 67 – Limited Term and Eligible Tender Offer

21. What percentage of shares would the Fund offer to purchase in the event of a tender
offer?  Depending on your answer, we  may have additional questions.

Page 75 – Underwriters

22. The disclosure relating to over-allotment and stabilizing transacti ons is too vague to
enable a reader to understand exactly what limitations, if any, have been placed on the
Underwriters' activities.  Please provide addi tional details, such as amount and timing of
any such purchases and sales, and explain to us how these activities would be compliant
with Federal Securities law.

Statement of Additional Information
 Cover Page

23. Disclosure in the second paragraph of text references a July 25, 2019 prospectus.  If this
is incorrect, please provide  the correct date.

Page A-1 – Investment Restrictions

24. Pagination in the SAI table of contents does not  appear to match that  of the SAI itself;
please revise in proper form.

Page A-34 – Board Leadership Structure

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 25. Disclose whether there will be a lead independe nt director.  If there will be, describe his
or her role in the leadership  of the Fund under Item 18.5(a).

ACCOUNTING COMMENTS

There are no accounting comments at this time.

Closing

We note that portions of the filing are incomp lete.  We may have additional comments on
such portions when you complete them in a pre- effective amendment, on disclosures made in
response to this letter, on info rmation supplied in your response letter, or on exhibits added in
any pre-effective amendments.                 A response to this letter should be  in the form of a pre-eff ective amendment filed pursuant
to Rule 472 under the Securities Act.  The pre-effective amendment filing should be
accompanied by a supplemental letter that includes your responses to each of these comments.
Where no change will be made in the filing in res ponse to a comment, please indicate this fact in
your supplemental letter and briefly st ate the basis for your position.
            We remind you that the company a nd its management are responsible for the accuracy
and adequacy of their disclosures, notwithstandi ng any review, comments, action, or absence of
action by the staff.      Should you have any questions regarding this letter, please contact  me at (202) 551-6197.

Sincerely, /s/ Ryan Sutcliffe  Staff Attorney
cc: Vincent Di Stefano, Branch Chief  Christian Sandoe, Assistant Director