SecProbe.io

CORRESP
1
filename1.htm

February 18, 2020

Via EDGAR Correspondence
Filing

Ryan Sutcliffe

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: RiverNorth Flexible
                                         Municipal Income Fund, Inc. (the “Fund”)

                                         File Nos. 333-234122, 811-23481

Dear Mr. Sutcliffe:

We received your comments provided by telephone
conference on February 11, 2020, and comments from Ms. Lauren Hamilton provided by telephone conference on February 12, 2020, regarding
the Registration Statement on Form N-2 for the above captioned Fund (the “Registration Statement”). This letter serves
to respond to those comments. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Registration
Statement.

General

 1. Please note that, before it can consider any request to accelerate the effectiveness of the
Registration Statement, the Staff will need confirmation that FINRA has reviewed the proposed underwriting terms and arrangements
for the transactions described in the Registration Statement, including the amount of compensation to be allowed or paid to the
underwriters and any other arrangements among the Fund, the underwriters, and other broker dealers participating in the distribution,
and that FINRA has issued a statement expressing no objections to the compensation and other arrangements.

Response:	The Fund will not request that
the Staff accelerate the effectiveness of the Registration Statement until the Staff has received confirmation that FINRA has reviewed
the proposed underwriting terms and arrangements described in the Registration Statement and has no objectives thereto.

 2. Please include the audited financial statements of the Fund and the auditor’s consent
in a pre-effective amendment to the Registration Statement.

Response:	The Fund will include the requested
items in a subsequent pre-effective amendment to the Registration Statement.

Prospectus Cover Page

 3. The disclosure contained in the paragraph “Tactical Municipal Closed-End Fund Strategy,”
at (ii), appears to disclose an arbitrage strategy or strategies, but lacks clarity. Please revise the disclosure to enable investors
to better understand how the Fund will implement this strategy.

Response:	The Fund has revised the Cover
Page of the Prospectus as requested.

Prospectus Summary

 4. Please add disclosure to the Prospectus Summary that, with respect to the Fund’s anticipated
investments in TOB Residuals issued by a tender option bond trust, the Fund will segregate (or earmark) unencumbered liquid assets
(other than the bonds deposited into the tender option bond trust) with a value at least equal to the amount of the TOB Floaters
issued by such trust plus accrued interest, if any, to the extent necessary for the Fund to comply with the asset coverage requirements
of Section 18.

 Response: The Fund has revised the Prospectus as requested.

Summary of
Fund Expenses

 5. Please explain how the “Leverage costs” of 0.82% shown in the Fee Table has been
computed to reflect the estimated costs associated with both the anticipated bank borrowings and the anticipated use of tender
option bond transactions, as noted under footnotes 5 and 6 of the Fee Table.

Response:	The Fund has revised footnotes
5 and 6 to the Fee Table to clarify that “Leverage costs” assumes the use of leverage representing 35% of Managed Assets
at a weighted average annual expense rate of 1.53% based on the anticipated proportionate use of bank borrowings and tender option
bond transactions for the Fund’s leverage with the associated expenses accruing at rates of 2.45% and 1.44%, respectively.

 6. Do any of the Underlying Funds reflected in the calculation of “Acquired fund fees and
expenses” shown in the Fee Table charge an Incentive Allocation? If so, please provide the disclosure required by General
Instruction 10.g. under Item 3 of Form N-2.

Response:	The Underlying Funds reflected
in the “Acquired fund fees and expenses” calculation do not charge an Incentive Allocation.

 7. Footnote 8 to the Fee Table indicates that the Fee Table assumes all leverage used is in the
form of proceeds from tender option bond transactions. If applicable, please update this footnote to indicate that the assumed
use of leverage also reflects the Fund’s bank borrowings.

    - 2 -

 Response: The footnote has been revised as requested.

Exhibits

 8. Please include as an exhibit in the next pre-effective amendment to the Registration Statement
the investment management agreement with the Adviser.

Response:	The Fund has included the requested
agreement as an exhibit to the pre-effective amendment to the Registration Statement being filed concurrently with this letter.

*	*	*	*	*	*	*	*

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.

    - 3 -