SecProbe.io

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 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

 December 5, 2025

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Melissa McDonough

 Re: RiverNorth Flexible Municipal Income
Fund, Inc. (the "Fund" or the "Registrant") (File Nos. 333-281404; 811-23481); Response to Examiner Comments on
N-CSR

 Dear Ms. McDonough:

 This letter responds to the staff's
comment that you provided on November 20, 2025, in connection with your review of the Fund's above-referenced shareholder report
("Shareholder Report") on Form N-CSR. For your convenience, we have repeated the comment below in bold, and our response follows
your comment. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Shareholder Report, unless
otherwise indicated.

 1.
 With respect to the significant returns of capital disclosed in the financial statements and in the 19(a) notices linked on the Fund's website, please consider modifying the tabular presentation of distribution information on the website to include monthly estimates of distributions comprising returns of capital to more clearly present the information to shareholders.

 The Registrant will take this comment into
consideration when updating the Fund's website.

 We trust that the foregoing is
responsive to your comment. 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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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 Raymond Be

Re:
RiverNorth Flexible Municipal Income Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-281404;
811-23481); Response to Examiner Comments on N-2

Dear
Ms. Hamilton and Mr. Be:

This
letter responds to the staff’s comments that you provided on December 9, 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 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. 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.

    1

DISCLOSURE
Comments

 2. The
                                         second to last paragraph of Page ii 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.

 3. 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.

 4. 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

2

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1
filename1.htm

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.

    1

 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

    2

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filename1.htm

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

December 28, 2023

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 October 25, 2023 in connection with your review of Post-Effective Amendment
No. 2 under the Securities Act of 1933, as amended, and Amendment No. 11 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. 3 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 indicates that the interest expense is based on interest rates in effect
as of June 30, 2023. The Fund’s June 30, 2023 N-CSR filing (the “Annual Report”) indicates a daily weighted average
interest rate for tender option bonds of 3.14% based on the interest rate in effect as of June 30, 2023. Please confirm that the Fee Table
reflects the interest rate in effect at the period-end. Please also supplementally explain if the “Leverage costs” line item
to the Fee Table includes the interest expense associated with any bank borrowings.

The Fund directs the Staff
to the following disclosure in footnote (5) to the Fee Table:

    1

“Interest and fees
on leverage in the table reflect the cost to the Fund of borrowings and tender option bond transactions, expressed as a percentage of
the Fund’s net assets as of June 30, 2023. The table assumes the use of leverage
from borrowings and the proceeds of tender option bond transactions representing, in the aggregate, 41.00% of Managed Assets, which reflects
approximately the percentage of the Fund's total average Managed Assets attributable to such leverage averaged over the year ended June
30, 2023, at a weighted average annual expense to the Fund of 3.14%.”

The Fund confirms that the
weighted average annual expense to the Fund of 3.14% reflects the daily weighted average rate over the fiscal year ended June 30, 2023
and reflects both the cost of tender option bond transactions as well as any bank borrowings.

 2. The asset coverage ratio for tender option bond transactions is 247% in the “Effects of Leverage”
section of the Prospectus, which differs from the asset coverage of 2,484 in the Financial Highlights section of the Annual Report. Please
supplementally explain the difference between the figures in the Prospectus and the Annual Report.

As noted in response to Comment 3 below, the Fund treats TOB transactions as derivatives in compliance with Rule 18f-4 under the 1940
Act. Accordingly, the above-referenced disclosure has been removed from the Revised Registration Statement.

 3. The Staff notes disclosure in the Registration Statement indicating asset coverage for tender option
bond transactions and further noted that the asset coverage ratio for floating rate obligations was included in the Financial Highlights
section of the Annual Report. The Prospectus also states that, with respect to the Fund’s anticipated investments in tender option
bond residuals issued by a tender option bond trust, the Fund will treat such investments as derivatives in compliance with Rule 18f-4
under the 1940 Act. Please provide a supplemental explanation of how the Fund is treating the tender option bond transactions and ensure
consistent treatment and disclosure.

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 will be removed in future shareholder reports.

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

    2

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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

August 31, 2023

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

Attn: Ms. Lauren Hamilton

 Re: RiverNorth Flexible Municipal Income Fund, Inc. (the “Fund”)
(Registration Nos. 333-260484 and 811-23481)

Dear Ms. Hamilton:

This letter is in response to the comments of the
staff of the Securities and Exchange Commission (“SEC Staff”) that you provided via telephone on August 4, 2023 relating to
the Fund’s June 30, 2022 annual report (the “Annual Report”), which was filed with the Securities and Exchange Commission
on Form N-CSR on September 8, 2022 (and as amended on September 9, 2022). For your convenience, the SEC Staff’s comments are summarized
below and each comment is followed by the Fund’s response.

 1. Comment: Please explain why the notes to the financial
statements do not include all required related-party disclosures, such as the terms of settlement. Please see ASC 850-10-50-1.

   Response: The Fund confirms that the notes to the
financial statements will include all required related-party disclosures in compliance with ASC 850-10-50-1 on a going forward basis.

 2. Comment: It appears that the N-CSR for the period
ended June 30, 2022 refers to a “quarter covered by the report” per the disclosure within Item 11(b). Please utilize the
language provided by Item 11(b) in Form N-CSR on a going forward basis, which refers to the period covered by the report. Please confirm
in correspondence that there have been no such changes to the Fund’s internal control over financial reporting that occurred during
the period covered by the Annual Report.

   Response: The Fund confirms that it will comply with
the disclosure required by Item 11(b) to Form N-CSR on a going forward basis. The Fund further confirms that there have been no such
changes to the Fund’s internal control over financial reporting that occurred during the period covered by the Annual Report.

 3. Comment: Please explain supplementally how the Fund meets
the diversification requirements under the Investment Company Act of 1940, as amended, considering individual investments representing
more than 5% of total assets are greater than 25% of total assets.

   Response: The Fund confirms that it meets the diversification
requirements under the Investment Company Act of 1940, as amended. The total assets of the Fund per the Statement of Assets and Liabilities
was $200,835,426 as of June 30, 2022, and 5% of those assets is equal to $10,041,771. Per the Schedule of Investments, the only investment
within the portfolio that exceeded 5% of total assets was the Nuveen AMT-Free Quality Municipal Income Fund, which amounted to 5.49%
of the Fund’s total assets.

 4. Comment: The Staff noted that on the Fund’s
Statement of Assets and Liabilities, there is a line item for “Payable due to custodian due to overdraft” amounting to $654,097.
Please supplementally explain the circumstances surrounding the overdraft.

   Response: The “Payable due to custodian due
to overdraft” was the negative cash balance that the custodian confirmed to the auditor at June 30, 2022. The Fund also had approximately
$6 million invested in a money market fund as of June 30, 2022. The negative cash balance was a timing difference in the cash sweep vehicle
and daily cash activity on June 30, 2022. The negative cash balance was corrected the following day when money market transactions took
place.

 5. Comment: The Fund filed an amendment to the Annual
Report on Form N-CSR on September 9, 2022 but did not include an explanatory note. Please supplementally provide the reason for the amended
filing and ensure all future amendments include an explanatory note going forward.

   Response: The Fund confirms that the filing was amended
on September 9, 2022 to tag the financial statements using Inline eXtensible Business Reporting Language (iXBRL) tagging. The Fund further
confirms that it will include the requested explanatory note for any future amendments.

We trust that the foregoing is responsive to your
comments. Please contact me at (312) 569-1107 if you have any questions regarding the Fund’s responses.

    Very truly yours,

    /s/ David L. Williams

    David L. Williams

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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

November 3, 2022

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lauren Hamilton

	Re:	RiverNorth Flexible
Municipal Income Fund, Inc. (the “Fund” or the“Registrant”) (File Nos. 333-260484; 811-23481); Response to
Examiner Comments on N-2

Dear Ms. Hamilton:

This letter responds
to the staff’s comments that you provided via telephone on October 25, 2022, in connection with your review of the Fund’s
above-referenced registration statement (“Registration Statement”) on Form N-2.

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

 1. In the fee table, please supplementally explain how the weighted average annual expense to the Fund
is 0.78% and the leverage costs item listed in the fee table is 0.41%.

The leverage expense ratio of 0.41% within
the fee table is calculated by taking the total leverage expense from the fiscal year ended June 30, 2022, of $555,938, divided by the
average net assets for the same period. The weighted average interest rate paid on the leverage is 0.78%, calculated by taking the average
interest rate of the tender option bonds (“TOBs”) multiplied by the average TOB balance, plus the average interest rate on
the line of credit (“LOC”) multiplied by the average LOC balance, all divided by the sum of the average TOB balance plus the
average LOC balance for the year ended June 30, 2022 [((0.72%*59,499,164) + (1.13%*10,841,096)) / (59,499,164+10,841,096)].

    1

 2. Please supplementally explain why the asset coverage with respect to borrowings under the Pershing
Facility and from tender option bond transactions in the Effects of Leverage paragraph on page 25 differs from the asset coverage ratios
for the line of credit and floating rate obligations payable in the June 30, 2022 financial highlights. For example, the Effects of Leverage
paragraph notes that asset coverage with respect to borrowings under the Pershing Facility was 1,532% and from tender option bond transactions
was 265% and the financial highlights lists 9,537 for asset coverage per $1,000 of line of credit and 2,479 for asset coverage per $1,000
of floating rate obligations payable.

The Registrant confirms
that the rates in the Effects of Leverage paragraph should state “Asset coverage with respect to borrowings under the Pershing Facility
was 954% and from tender option bond transactions was 248%.” and will be updated in the appropriate supplement filing.

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

    2

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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

October 7, 2022

VIA
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ray Be and Lauren Hamilton

Re:	RiverNorth
Flexible Municipal Income Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-260484; 811-23481);
Response to Examiner Comments on N-2

Dear
Mr. Be and Ms. Hamilton:

This
letter responds to the staff’s comments that you provided via telephone on August 19, 2022 and September 12, 2022, 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 under the Securities Act of 1933, as amended (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

 1. Given
                                         the compliance date of Rule 18f-4 effective August 19, 2022, and the related recission
                                         of Release 10666, also effective August 19, 2022, please provide an explanation of how
                                         the Fund will comply with Rule 18f-4 after the August 19, 2022 compliance date with respect
                                         to the Fund’s TOB transactions.

The
Fund confirms that its TOB transactions will be treated as derivatives under Rule 18f-4.

 2. The
                                         lead-in paragraph to the Fee Table in the “Summary of Fund Expenses” section
                                         of the prospectus only reflects the leverage outstanding under the Pershing Facility
                                         and does not include the effective leverage of the Fund’s TOB transactions. Please
                                         update as needed and please also ensure the leverage noted in the lead-in paragraph is
                                         consistent with the Fee Table and corresponding footnotes.

    1

The
Fund confirms that the lead-in paragraph and the Fee Table have been updated to include the leverage effects of the Fund’s
TOB transactions.

 3. The
                                         “Financial Highlights” section of the prospectus notes that the Fund’s
                                         annual report was filed on September 9, 2021. The report was filed on September 7, 2021,
                                         so please update accordingly.

The
Fund confirms that the disclosure has been revised to reflect the filing date of the Fund's most recent annual report.

DISCLOSURE

 1. Please
                                         file an updated legal opinion of Faegre Drinker Biddle & Reath LLP removing the following
                                         sentence: “The opinion set forth above is expressed solely for the benefit of the
                                         addressee hereof in connection with the matters contemplated hereby and may not be relied
                                         upon by, or filed with, any other person or entity or for any other purpose without our
                                         prior written consent.” Please refer to Staff Legal Bulletin No. 19.

The
Registrant confirms that an updated legal opinion of Faegre Drinker Biddle & Reath LLP will be filed with the Revised Registration
Statement.

 2. Please
                                         review and revise the applicable disclosure relating to Rule 18f-4 as needed.

The
Fund confirms that the applicable disclosure has been updated as needed.

 3. Please
                                         remove the following sentence in Footnote 7 on page 18: “Deducting the “Acquired
                                         fund fees and expenses” from the Annual Expenses table (because these expenses
                                         are not paid by the Fund directly) results in Fund Total annual expenses (levered) of
                                         2.39% and Fund Total annual expenses (unlevered) of 1.42%.”

The
Fund confirms that the requested sentence has been deleted 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

2

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

August 9, 2022

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ray Be and Lauren Hamilton

 Re: RiverNorth Flexible Municipal Income Fund, Inc. (the “Fund”
or the “Registrant”) (File Nos. 333-260484; 811-23481); Response to Examiner Comments on N-2

Dear Mr. Be and Ms. Hamilton:

This letter responds
to the staff’s comments that you provided via telephone on November 19, 2021 and November 30, 2021, 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. 1 to the Registration Statement under the Securities Act of
1933, as amended (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.

 1. The “Principal Investment Strategies and Policies” section on Page 2 of the Prospectus
indicates that, in order to qualify to pay exempt-interest dividends, which are items of interest excludable from gross income for federal
income tax purposes, the Fund seeks to invest at least 50% of its Managed Assets either directly (and indirectly through tender option
bond (“TOB”) transactions) in such Municipal Bonds or in other funds that are taxed as regulated investment companies. Please
confirm why this disclosure is not included in the strategy section on the front cover page of the Prospectus.

The Fund confirms that
the above referenced disclosure has been added to the front cover page of the Prospectus in the Revised Registration Statement.

    1

 2. Please explain why the lead-in to the Fee Table does not include the leverage effects of the Fund’s
TOB transactions. The Staff notes that there was disclosure included in the June 30, 2021 N-CSR (the “N-CSR”) regarding the
effects of leverage, which discusses both the amount of borrowings under the Pershing Facility and TOBs.

The Fund confirms that
the lead-in paragraph and the Fee Table have been updated to include the leverage effects of the Fund’s TOB transactions.

 3. Please confirm whether the line item for “Offering Expenses Borne by the Fund” in the Fee
Table should be marked with Footnote 2, which discusses the Fund’s management fee.

The Fund confirms that Footnotes 1 and 2 have
been removed from the “Offering Expenses Borne by the Fund” line item in the Fee Table.

 4. The Asterisk Footnote to the Fee Table references a “sales loan.” Please update to “sales
load.”

The Fund confirms that the Footnote has been
updated accordingly in the Revised Registration Statement.

 5. Per Footnote 2 to the Fee Table, it appears that the Fund’s expense structure is arranged as
a unitary fee structure whereby the Adviser is obligated to pay service providers on behalf of the Fund. Please supplementally describe
if the Adviser is current with all payments to Fund service providers. Additionally, please describe if the agreements filed with the
Securities and Exchange Commission contain provisions whereby the Fund is contractually obligated to pay such service providers.

The Fund confirms that the Adviser is current
on all payments to the Fund’s service providers.

The Fund further confirms that with respect
to its agreements with its service providers, such as the Administration Agreement, Custodian Agreement and Transfer Agency Agreement,
the Fund is contractually responsible to pay for such services. It is possible that the Fund could be held liable for these expenses if
the Adviser were to default. However, the Adviser is contractually obligated to pay these expenses of the Fund, and this contractual obligation
may not be terminated so long as the Advisory Agreement is in effect without the approval of shareholders.

 6. The lead-in paragraph to the Senior Securities Table indicates that the table sets forth certain unaudited
information relating to the Fund’s senior securities. The Senior Securities Table must be audited per Form N-2, Item 4.3, Instruction
1.

The Fund confirms that it has incorporated the audited senior securities information by reference to its audited financial statements
consistent with the “Dear Chief Financial Officer” letter from the Chief Accountant of the Division of Investment Management
Annual Industry Comment Letter dated February 14, 2001 (the “CFO Letter”). To meet the audit requirement of the senior securities
table per Item 4.3 of Form N-2, the Dear CFO Letter states that the independent accountant must express an opinion on the senior securities
table itself or on a financial statement or financial highlights that include the senior securities table, and registrants must include,
or incorporate by reference, this opinion in the registration statement. The Dear CFO Letter notes that one way to meet the senior securities
audit requirement is for the registrants to include the senior securities table information with the per share and ratio information in
the financial highlights. Since the financial highlights are specifically covered by the audit opinion, the senior securities table information
also would be covered. Since the Fund has incorporated the audited senior securities information by reference to its audited financial
statements on Form N-CSR, which includes the financial highlights containing the audited senior securities information and the opinion
of its independent registered public accounting firm thereon, the Fund believes that it has satisfied the requirement to include senior
securities information.

    2

 7. With respect to the Senior Securities Table, the Staff notes that the Fund included the use of TOBs
in its Financial Highlights with an associated asset coverage ratio in the N-CSR; however, the TOBs do not appear within the Senior Securities
Table. Please explain the discrepancy in correspondence.

Section 18(a)(1) under
the 1940 Act prohibits a closed-end investment company from issuing any class of senior security or selling any senior security of which
it is the issuer, that represents indebtedness, unless immediately after such issuance or sale the investment company will have asset
coverage of at least 300%. The Securities and Exchange Commission and its staff have indicated, however, that they will not object to
investment companies’ engaging in such transactions without complying with the asset coverage and other requirements of Section
18(a)(1) provided that the investment company segregates or otherwise covers its obligations under the instruments. With respect to the
Fund’s investments in TOB Residuals issued by a tender option bond trust, the Fund segregates (or earmarks) 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 foregoing requirements of
the 1940 Act. Therefore, no changes have been made in the Revised Registration Statement.

 8. Please update the reference to the June 30, 2020 N-CSR in the “Incorporation by Reference Section”
to incorporate the 2021 N-CSR.

The Fund confirms that
the requested change has been 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

    3

CORRESP
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Faegre Drinker Biddle & Reath LLP

191 N. Wacker Drive, Ste. 3700

Chicago, IL 60606

Telephone: (312) 569-1000

Fax: (312) 569-3000

www.faegredrinker.com

July 12, 2021

VIA EDGAR TRANSMISSION

Mr. Daniel Greenspan

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:	Preliminary Proxy Statement
of RiverNorth/DoubleLine Strategic Opportunity Fund, Inc. (File Nos. 333-230320 and 811-23166), RiverNorth Specialty Finance Corporation
(File Nos. 333-204886 and 811-23067), RiverNorth Opportunistic Municipal Income Fund, Inc. (File Nos. 333-226273 and 811-23366), RiverNorth
Managed Duration Municipal Income Fund, Inc. (File Nos. 333-230421 and 811-23434) and RiverNorth Flexible Municipal Income Fund, Inc.
(File Nos. 333-234122 and 811-23481) (each a “Fund” and together, the “Funds”)

Dear Mr. Greenspan:

The following responds to the
Staff’s comments that you provided by telephone on July 7, 2021 regarding the review of the preliminary proxy statement filed by
the RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., RiverNorth Specialty Finance Corporation, RiverNorth
Opportunistic Municipal Income Fund, Inc., RiverNorth Managed Duration Municipal Income Fund, Inc. and RiverNorth Flexible Municipal Income
Fund, Inc. (each a “Fund” and together, the “Funds”) on Schedule 14A on June 24, 2021 (the “Proxy”).

For your convenience, the Staff’s
comments are summarized below and each comment is followed by the response.

 1. Comment: In the first sentence under the header “Voting”, please include an explanation
of the term “plurality” and how the term differs from a majority.

Response: The following
disclosure has been added after the aforementioned sentence:

“A “plurality of votes cast”
means that the specified nominees receiving the highest numbers of affirmative votes cast, whether or not such votes constitute a majority,
will be elected at the Annual Meeting.”

 2. Comment: Please supplementally confirm that the following statement is consistent with the applicable state law and the Funds’
organizational documents: “Any meeting of stockholders may, by action of the chairman of the meeting, be adjourned (sine die or
from time to time) to a date not more than 120 days after the original record date to permit further solicitation of proxies without further
notice with respect to one or more matters to be considered at such meeting to a designated time and place, if a quorum is not present
with respect to such matter.”

Mr. Greenspan

July 12, 2021

Page 2

Response: The Funds
confirm that the aforementioned sentence is consistent with the applicable state law and the Funds’ organizational documents.

 3. Comment: Under the bullet point “Significant Conversion Costs,” please include an estimate of the conversion costs
and the approximate percentage of the costs based on the Fund’s average net assets. In addition, please confirm supplementally whether
the Fund’s Articles of Incorporation state that the costs of conversion are borne by the Fund.

Response: The requested disclosure has been added to the
Proxy. In addition, the Fund’s Articles of Incorporation do not explicitly state who bears the costs of conversion.

 4. Comment: Please ensure that the proxy cards are filed with the definitive proxy
                                                          statement.

Response: The proxy cards will be filed with the definitive
proxy 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

2

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March 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 comment provided by telephone
conference on March 16, 2020 regarding the Registration Statement on Form N-2 for the above captioned Fund (the “Registration
Statement”). This letter serves to respond to your comment.

Prospectus—Risks

 1. Please update the risk disclosure in the Prospectus to address the risks associated with the
current pandemic.

Response:   The Fund notes that
risks associated with various uncertainties and events that may occur around the world, such as the ongoing pandemic, are covered
under “Risks—Market Disruption, Geopolitical and Climate Change Risks.” The Fund will, in a final pre-effective
amendment to the Registration Statement, incorporate the following revisions to the first paragraph of such disclosure to make
the requested clarification:

The Fund and Underlying Funds (as
well as their service providers) may be adversely affected by uncertainties and events around the world, such as epidemics
and pandemics, including the spread of infectious illness or other public health issues, natural disasters, terrorism and
other conflicts, social unrest, political developments, and changes in government policies, taxation, restrictions on foreign
investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of the countries
in which they are invested. The Fund cannot predict the effects or likelihood of such events in
the future on the U.S. and world economies, the value of the Common Shares or the NAV of the Fund. Assets
of The issuers of securities, including those held in the Fund’s or an Underlying Fund’s
portfolio, could be direct targets, or indirect casualties, of an act of terrorismmaterially
impacted by such events which may, in turn, negatively affect the value of such securities or such issuers’ ability to make
interest payments or distributions to the Fund.

*         *         *         *         *         *         *         *

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-

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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 -

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February 3, 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 have received your comments presented in
your letter dated November 6, 2019 regarding the Registration Statement on Form N-2 for the above captioned Fund as filed with
the Securities and Exchange Commission on October 7, 2019 (the “Registration Statement”). This letter serves to respond
to those comments. For your convenience, we have structured our response to address each of your comments in the order in which
they were presented in your letter. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the
Registration Statement.

General

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

Response:	The Fund has not presented any
“test the waters” materials (in reliance on Rule 163B under the Securities Act of 1933) to potential investors in connection
with this offering.

 2. Please confirm in your response letter 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,
or state how the Fund is exempt from such review.

Response:	The Fund confirms that, prior
to effectiveness of the Registration Statement, FINRA will have reviewed the proposed underwriting terms and arrangements described
in the Registration Statement and have issued a statement expressing no objections thereto.

Prospectus Cover Page

 3. The Staff's position is that the Cover Page section is generally limited to two pages unless
additional disclosure is required 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 paragraphs of iii provide additional details not required by the cover page as do the second
and third paragraphs under “Limited Term and Eligible Tender Offer” on page iv.

Response:	Pursuant to the Staff’s
request, the Fund has shortened the length of the Prospectus Cover Page. The Fund does not believe the remaining disclosures included
on the Cover Page impede understanding of the information required by Items 1 and 2 of Form N-2.

 4. 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:	Please refer to “Investment
Philosophy and Process—Tactical Municipal Closed-End Fund Strategy” for further information on how the Adviser will
seek to implement the Tactical Municipal Closed-End Fund Strategy.

 5. The Fund states, “The Fund, or the Underlying Funds in which the Fund invests, may invest
in securities of any credit quality, including, without limit, securities that are rated below investment grade, except that, under
normal 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 disclosure by providing the range of credit ratings for investment grade securities.

Response:	In response to Comment #3 above,
the above-referenced disclosure on the Cover Page has been replaced in part with a cross-reference to “Investment Objectives,
Strategies and Policies,” which also contains this disclosure. Please note that, in this section, the paragraph that contains
such disclosure also specifies the range of credit ratings for below investment grade securities—i.e., “. .
. securities rated below BBB- by S&P or Fitch or below Baa3 by Moody’s.”

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

Response:	As disclosed under “Limited
Term and Eligible Tender Offer” in the Prospectus, an Eligible Tender Offer would be made to all Common Shareholders
to purchase all of the outstanding Common Shares of the Fund, except that, if, as a result of the Eligible Tender Offer,
the Fund would not have at least $100 million of net assets immediately following the repurchase of Common Shares pursuant to the
Eligible Tender Offer, the Eligible Tender Offer would be terminated and no Common Shares would be repurchased pursuant to the
Eligible Tender Offer and, instead, the Fund would proceed with its termination in accordance with its limited term structure.

    - 2 -

 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.

Response:	The Fund has revised the “Dividends
and Distributions” paragraph on the Cover Page of the Prospectus as requested.

Prospectus Summary

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

Response:	The Fund has revised the above-referenced
disclosure as requested.

 9. The staff's position is that a TOB financing involves the issuance of a senior security by a
fund unless the fund segregates unencumbered 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 whether the Fund segregates unencumbered liquid assets for a TOB financing. Depending on
your response, we may have additional comments.

Response:	With respect to the Fund’s
anticipated investments in TOB Residuals issued by a tender option bond trust, the Fund confirms it 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.

 10. The Fund notes that its dividends and distributions, from time to time, may include a return
of capital. Accordingly, please disclose here the consequences to shareholders of a return of capital.

Response:	The Fund has revised the “Dividends
and Distributions” section of the Prospectus Summary as requested.

 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 generalities at the bottom of page 13. Please summarize all material
risks in this section.

Response:	The Fund understands that, following
Dalia Blass’ October 25, 2018 address at the ICI Securities Law Developments Conference, the Staff of the Division of Investment
Management has been focused in its reviews of registration statements on seeking to ensure that the length of risk disclosures
not distract investors from essential information, among other things. The Fund is aware that one approach the Staff has recently
found acceptable in this regard for other, similar closed-end management investment companies is to remove the duplicative risk
disclosure from the Prospectus Summary and, instead, replace such risk disclosure with the type of condensed disclosure currently
set forth in the above-referenced paragraph along with a cross-reference to the main section of the Prospectus containing the more
fulsome risk disclosures of the Fund (including the disclosures that would otherwise have traditionally been repeated in the Prospectus
Summary). For example, the Fund refers the Staff to (i) its comments provided by letter on April 18, 2019 and by telephone on June
12, 2019 to the registration statement of RiverNorth Managed Duration Municipal Income Fund, Inc. filed on Form N-2 (File Nos.
333-230421, 811-23434) and the changes made to the Prospectus forming part of such registration statement in response to those
comments as reflected in the Prospectus dated July 25, 2019 as filed pursuant to Rule 497 of the Securities Act of 1933 on July
26, 2019, and (ii) its comments provided by telephone on April 16, 2019 to the registration statement of RiverNorth/DoubleLine
Strategic Opportunity Fund, Inc. filed on Form N-2 (File Nos. 333-230320, 811-23166) and the changes made to the Prospectus forming
part of such registration statement in response to those comments as reflected in the final Base Prospectus dated October 17, 2019
as filed pursuant to Rule 497 of the Securities Act of 1933 on November 8, 2019.

    - 3 -

Prospectus—Summary
of Fund Expenses

 12. Although the Fund is "not obligated to repay any such organizational expenses or offering
costs paid by the Adviser," please disclose any potential plans for the Fund to repay organizational expenses or offering
costs paid by the Adviser voluntarily.

Response:	The Fund has no plans to repay
the organizational expenses or offering costs paid by the Adviser.

Prospectus—Investment
Objectives, Strategies and Policies

 13. Provide a plain English definition of "ad valorem" contemporaneously with its use.

Response:	The disclosure has been revised
as requested.

Prospectus—Use of Leverage

 14. The language of the first column of the Item 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.

Response:	The Fund confirms there will be
no deviation in the meaning or calculations required by Item 8.3b of Form N-2.

    - 4 -

 Risks

 15. Please consider whether the expected discontinuation of LIBOR is a principal risk for the Fund.
If you believe it is not, please explain to us why. Otherwise, please describe how the expected discontinuation of LIBOR could
affect 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 any successor rate could impact the value
of investments that reference LIBOR.

Response:	The Fund does not believe the expected discontinuation of LIBOR is a principal risk of the Fund, as its principal
investments (e.g., municipal bonds and closed-end funds) typically do not pay interest at floating rates based on LIBOR.

 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 Subadviser.” 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 Adviser and the Subadviser.

Response:	The above-referenced sentence
in the initial filing of the registration statement was intended to have blanks as follows (which will be completed in a pre-effective
amendment to the registration statement to indicate the number of closed-end funds advised by Adviser and the Subadviser): “The
Fund is the ______ closed-end fund to be managed by the Adviser and the _____ closed-end fund to be managed by the Subadviser.”

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

Response:	The Prospectus has been revised
as requested.

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

Response:	The Adviser and the Subadviser
may consider the impact that investments will have on the duration profile of the Fund, but the Fund does not currently intend
to employ a duration strategy with specific targets.

 19. The Fund may invest in index-based and actively managed
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 from 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 ask prices for the ETF quoted during the day or a premium or discount in the closing price from the
ETF’s NAV.

    - 5 -

 b. An active trading market for shares of the 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 purchase 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 participants). Please also disclose that, to the extent that those authorized
participants exit the business or are unable to process creation and/or redemption orders and no other authorized participant is
able to step forward to do so, there may be a significantly 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 deteriorating liquidity in the markets for the ETF’s underlying portfolio holdings. Please also note that this
adverse effect on liquidity for the ETF’s shares in turn could lead to differences between the market price of the ETF’s
shares and the underlying value of those shares.

 e. Purchases and redemptions of creation units primarily with cash, rather than through in-kind
delivery of portfolio securities, may cause an ETF to incur certain costs. Please also disclose that these 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.

 Response: The Prospectus has been revised as requested.

Prospectus—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, the prospectus should discuss the factors that the Registrant's board of directors will consider
in determining whether to propose a conversion." Since the prospectus does discuss the possibility of open-ending the Fund,
please discuss the factors that the Board would consider in such a situation.

    - 6 -

 Response: The Prospectus has been revised as requested.

Prospectus—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 you

1

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

2
 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

3

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

4

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

5
 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

6
 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