Correspondence 0001398344-24-003410 from RiverNorth Flexible Municipal Income Fund, Inc. (RFM) (CIK 0001790177) (RFM)
RiverNorth Flexible Municipal Income Fund, Inc. (RFM) (CIK 0001790177)
Date: Feb. 21, 2024 · CIK: 0001790177 · Accession: 0001398344-24-003410
AI Filing Summary & Sentiment
File numbers found in text: 333-260484, 811-23481
Letter
VIA EDGAR TRANSMISSION Attention: Raymond Be and Lauren Hamilton Re: RiverNorth Flexible Municipal Income Fund, Inc. (the “Fund”) (File Nos. 333-260484; 811-23481) Response to Examiner Comments on POS 8C
Dear Mr. Be and Ms. Hamilton:
This letter responds to the staff’s comments that you provided via telephone on January 18, 2024 in connection with your review of Post-Effective Amendment No. 3 under the Securities Act of 1933, as amended, and Amendment No. 12 under the Investment Company Act of 1940, as amended (the “1940 Act”), to 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 Post-Effective Amendment No. 4 to the Fund’s 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. Footnote (5) to the Fee Table has changed to indicate that the tender option bond (“TOB”) amount reflects the percentage of managed assets attributable to such leverage averaged over the year ended June 30, 2023, and a weighted average interest rate. Please supplementally explain why the higher amount of TOBs outstanding at June 30, 2023 was not reflected in the Fee Table. Further, please supplementally explain if the year end interest rate for the TOB was materially different from the weighted average interest rate throughout the year.
The Registrant notes that given the fluctuation in the TOB leverage utilized throughout any given year and the unpredictability of future market interest rates, including the Securities Industry and Financial Markets Association (“SIFMA”) Municipal Swap Index rate that is utilized in the calculation of TOB interest rates, the Fund believes it is appropriate to utilize the actual leverage expenses incurred in the previous year as presented in the Financial Highlights in the Annual Report in the fee table and note the actual weighted average interest rate on the TOBs in Footnote (5) of the fee table. In addition, the Fund confirms that the year-end interest rate for the leverage was not materially different from the weighted average interest rate throughout the year.
2. Please confirm that the Registrant has considered the impact of the rising interest rate environment and that the Fee Table is not materially misstated.
In light of the unpredictability of future market interest rates, the Fund believes that populating the fee table based on actual interest payments during the most recent fiscal year, as contemplated by Form N-2, is reasonable and is not materially misstated.
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
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CORRESP
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Faegre Drinker Biddle & Reath LLP
320 S. Canal Street, Suite 3300
Chicago, IL 60606
(312) 569-1000 (Phone)
(312) 569-3000 (Facsimile)
www.faegredrinker.com
February 21, 2024
VIA EDGAR TRANSMISSION
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Raymond Be and Lauren Hamilton
Re: RiverNorth Flexible Municipal Income Fund, Inc. (the “Fund”)
(File Nos. 333-260484; 811-23481)
Response to Examiner Comments on POS 8C
Dear Mr. Be and Ms. Hamilton:
This letter responds
to the staff’s comments that you provided via telephone on January 18, 2024 in connection with your review of Post-Effective Amendment
No. 3 under the Securities Act of 1933, as amended, and Amendment No. 12 under the Investment Company Act of 1940, as amended (the “1940
Act”), to 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 Post-Effective Amendment No. 4 to the Fund’s 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. Footnote (5) to the Fee Table has changed to indicate that the tender option bond (“TOB”) amount reflects the percentage
of managed assets attributable to such leverage averaged over the year ended June 30, 2023, and a weighted average interest rate. Please
supplementally explain why the higher amount of TOBs outstanding at June 30, 2023 was not reflected in the Fee Table. Further, please
supplementally explain if the year end interest rate for the TOB was materially different from the weighted average interest rate throughout
the year.
The Registrant notes that given the fluctuation in the TOB leverage
utilized throughout any given year and the unpredictability of future market interest rates, including the Securities Industry and Financial
Markets Association (“SIFMA”) Municipal Swap Index rate that is utilized in the calculation of TOB interest rates, the Fund
believes it is appropriate to utilize the actual leverage expenses incurred in the previous year as presented in the Financial Highlights
in the Annual Report in the fee table and note the actual weighted average interest rate on the TOBs in Footnote (5) of the fee table.
In addition, the Fund confirms that the year-end interest rate for the leverage was not materially different from the weighted average
interest rate throughout the year.
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2. Please confirm that the Registrant has considered the impact of the rising interest rate environment and that the Fee Table is
not materially misstated.
In light of the unpredictability of future market interest rates,
the Fund believes that populating the fee table based on actual interest payments during the most recent fiscal year, as contemplated
by Form N-2, is reasonable and is not materially misstated.
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
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