SecProbe.io

CORRESP
 1
 filename1.htm

 Faegre Drinker Biddle & Reath LLP

 320 South Canal Street, Suite 3300

 Chicago, IL 60606

 (312) 569-1000 (Phone)

 (312) 569-3000 (Facsimile)

 www.faegredrinker.com

 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 Managed Duration Municipal
Income Fund, Inc. (the "Fund" or the "Registrant") (File Nos. 333-281390; 811-23434); 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 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

CORRESP
1
filename1.htm

Faegre
Drinker Biddle & Reath LLP

320
South Canal Street, Suite 3300

Chicago,
IL 60606

(312)
569-1000 (Phone)

(312)
569-3000 (Facsimile)

www.faegredrinker.com

February
20, 2025

VIA
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Lauren Hamilton and Christopher Bellacicco

Re:	RiverNorth
Managed Duration Municipal Income Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-281390; 811-23434);
Response to Examiner Comments on N-2

Dear
Ms. Hamilton and Mr. Bellacicco:

This
letter responds to the staff’s comments that you provided via telephone on November 5, 2024 and November 19, 2024, in connection
with your review of the Fund’s above-referenced registration statement (“Registration Statement”) on Form N-2.
The changes to the Fund’s disclosure discussed below will be reflected in Pre-Effective Amendment No. 2 to the Registration
Statement (the “Revised Registration Statement”).

For
your convenience, we have repeated each comment below in bold, and our responses follow your comments. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

ACCOUNTING
COMMENTS

 1. Please
                                         ensure that the Fund’s Form N-CSR filing is hyperlinked in all locations.

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

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

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

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

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

DISCLOSURE
COMMENTS

 4. The
last paragraph of Page 2 of the Prospectus includes the price of the Fund’s common shares as of August 31, 2024. Please
provide such pricing as of the most recent practicable date.

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

 5. Please
disclose under the “Market and Net Asset Value Information” section of the Prospectus the information for the quarter
ended September 30, 2024, as required by Item 8.5(b) of Form N-2.

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

 6. Please
add the following undertaking to the Part C of the Registration Statement, or explain why the Fund does not believe such undertaking
should be included: “The Registrant undertakes to only offer rights to purchase common and preferred shares together after
a post-effective amendment to the registration statement relating to such rights has been declared effective.”

The
requested change will be made in the Revised Registration Statement

We
trust that the foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the
undersigned at (312) 569-1107.

    Sincerely,

    /s/
    David L. Williams

    David
    L. Williams

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

October 22, 2024

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lauren Hamilton and Christopher Bellacicco

  Re: RiverNorth Managed Duration Municipal Income Fund, Inc. (the “Fund” or the
                                                                                       “Registrant”) (File Nos. 333-281390; 811-23434); Response to Examiner Comments on N-2

Dear Ms. Hamilton and Mr. Bellacicco:

This letter responds
to the staff’s comments that you provided via telephone on September 10, 2024 and September 12, 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. 1 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. There are multiple instances of information that needs to be updated within the Registration Statement.
Please ensure this information will be updated in a pre-effective amendment.

The Registrant confirms that all open items have been updated
in the Revised Registration Statement.

 2. Please ensure that all filings incorporated by reference are hyperlinked in accordance with the FAST
Act.

The Registrant confirms that all filings incorporated by reference
have been hyperlinked in the Revised Registration Statement.

1

 3. The Fund’s June 30, 2024 N-CSR is incorporated by reference in multiple locations, but at the
time of the filing, the June 30, 2024 N-CSR had not been filed with the Securities and Exchange Commission. Please ensure this information
is on file on EDGAR.

The Fund confirms that the June 30, 2024
N-CSR filed on September 6, 2024 (SEC Accession No. 0001398344-24-017528). The June 30, 2024 N-CSR has been appropriately incorporated
by reference into the Revised Registration Statement with appropriate hyperlinks included per comment 2 above.

 4. The Staff notes that it will need to review the audit consent with the Revised Registration Statement.

The Registrant confirms that the audit
consent has been filed as an exhibit to the Revised Registration Statement.

DISCLOSURE
Comments

 5. Page 15 of the Prospectus discusses MMD Rate Locks. Please provide a more comprehensive discussion
in the Registration Statement regarding how MMD Rate Locks work, the parties involved and the risks.

The Fund has revised the
above-referenced disclosure as follows in the Revised Registration Statement:

“The Fund may also
purchase and sell municipal market data rate locks (“MMD Rate Locks”). An MMD Rate Lock permits the Fund to lock in a specified
municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as
a duration management technique or to protect against any increase in the price of securities to be purchased at a later date. By using
an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing the Fund to select what the manager believes is an
attractive part of the yield curve. The Fund will ordinarily use these transactions as a hedge or for duration or risk management although
it is permitted to enter into them to enhance income or gain or to increase the Fund’s yield, for example, during periods of steep
interest rate yield curves (i.e., wide differences between short term and long term interest rates). An MMD Rate Lock is a contract between
the Fund and an MMD Rate Lock provider pursuant to which the parties agree to make payments to each other on a notional amount, contingent
upon whether the Municipal Market Data AAA General Obligation Scale is above or below a specified level on the expiration date of the
contract. For example, if the Fund buys an MMD Rate Lock and the Municipal Market Data AAA General Obligation Scale is below the specified
level on the expiration date, the counterparty to the contract will make a payment to the Fund equal to the specified level minus the
actual level, multiplied by the notional amount of the contract. If the Municipal Market Data AAA General Obligation Scale is above the
specified level on the expiration date, the Fund will make a payment to the counterparty equal to the actual level minus the specified
level, multiplied by the notional amount of the contract.”

2

The Fund confirms that
disclosure regarding the risks associated with MMD Rate Locks was added to the Fund’s June 30, 2024 annual report and is incorporated
by reference into the Prospectus in the Revised Registration Statement.

 6. Page 20 of the Prospectus discusses the BNP Credit Agreement. Please file such agreement as an exhibit
to the Registration Statement.

The Fund confirms that
it has filed the BNP Credit Agreement as an exhibit to the Revised Registration Statement.

 7. The last paragraph on page 46 of the Prospectus states the following: “The 2020 Control Share
Statute Relief reflects only the enforcement position of the Staff and is not binding on the SEC or any court, however, the limited judicial
precedent that exists supports CEFs’ ability to utilize control share statutes.” However, some courts have held that these
types of statutes raise issues under Section 18(i) of the Investment Company Act of 1940, as amended, so please confirm or clarify this
disclosure.

The above-referenced disclosure
has been revised as follows in the Revised Registration Statement: “The 2020 Control Share Statute Relief reflects only the enforcement
position of the Staff and is not binding on the SEC or any court, and some uncertainty around the application under the 1940 Act of state
control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition
provisions violate the 1940 Act.”

 8. The N-2 is materially incomplete because it does not incorporate by reference to any existing shareholder
report and is therefore missing disclosure about several N-2 items. In the future, please backwards incorporate to an existing annual
report that can be reviewed to confirm A.2 eligibility and compliance with N-2 requirements.

The Fund confirms that, in the future,
it will backwards incorporate to the existing annual report as requested.

 9. For future reference, if any filing will be due after the initial N-2 is filed, but before the N-2
is declared effective, please include a statement that all filings filed by the Registrant pursuant to the Securities Exchange Act of
1934, as amended, after the date of the initial Registration Statement and prior to effectiveness of the Registration Statement shall
be deemed to be incorporated by reference into the prospectus.

The Fund confirms that the requested change
will be made in all future registration statement filings, as applicable.

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.

3

    Sincerely,

    /s/ David L. Williams

    David L. Williams

4

CORRESP
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:
Christopher Bellacicco and Lauren Hamilton

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

                                                                                (File Nos. 333-260490; 811-23434)

                                                                                Response to Examiner Comments on POS 8C

Dear
Mr. Bellacicco and Ms. Hamilton:

This
letter responds to the staff’s comments that you provided via telephone on January 8, 2024, January 18, 2024 and January
22, 2024, in connection with your review of Post-Effective Amendment No. 3 under the Securities Act of 1933, as amended, and Amendment
No. 10 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. These follow-up comments and responses also relate
to the comment response letter filed by the Fund concurrently with the Registration Statement on December 29, 2023 (the “Comment
Letter”). 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 (emphasis added).
                                         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.

    1

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.

 3. Please
                                         update the applicable hyperlinks to the Registrant’s June 30, 2023 N-CSR filing.

The
Registrant will update the applicable hyperlinks accordingly.

DISCLOSURE
COMMENTS

 4. The
                                         Staff notes that the use of “Under normal market conditions” in the second
                                         sentence under the “Municipal Bond Income Strategy” section on page ii of
                                         the Prospectus is inconsistent with the Fund’s concentration policy as disclosed
                                         in the Statement of Additional Information. Please remove.

The
requested change has been made in the Revised Registration Statement.

 5. Under
                                         the Market and Net Asset Value Information section, please include the information for
                                         the quarter ended December 31, 2023 in the table.

The
Registrant has revised the disclosure accordingly.

 6. In
                                         reference to response 7.a included in the Comment Letter:

 a. Please
                                         supplementally explain if the “Pooled Investment Vehicles” or shareholders
                                         of such vehicles will be affiliates of the Fund? If so, please explain why this would
                                         not raise affiliated transaction concerns.

 b. Please
                                         supplementally explain whether the Fund anticipates high demand for the contemplated
                                         in-kind exchange program by “Pooled Investment Vehicle” shareholders and
                                         why a “Pooled Investment Vehicle” would participate in the contemplated in-kind
                                         exchange program.

    2

 c. Please
                                         confirm that the contemplated in-kind exchange program will not be to the detriment of
                                         shareholders of the Fund and will not be primarily for the benefit of the shareholder
                                         offering shares of the “Pooled Investment Vehicle” and participating in the
                                         contemplated in-kind exchange program.

 a. The
                                         Fund confirms that such Pooled Investment Vehicles (as defined in the Comment Letter)
                                         or shareholders of such Pooled Investment Vehicles will not be affiliates of the Fund
                                         as defined in the 1940 Act and that any such transactions would comply with Section 17
                                         of the 1940 Act.

 b. Although
                                         it is difficult to forecast the demand for the contemplated in-kind exchange program,
                                         the Fund believes that there could be robust demand given the potential benefits. For
                                         example, the shareholder exchanging shares of a Pooled Investment Vehicle for shares
                                         of the Fund may benefit from the Adviser’s opportunistic, active management of
                                         the Fund. Such shareholders may also receive a more diversified portfolio relative to
                                         the portfolio of the Pooled Investment Vehicle. In addition, many Pooled Investment Vehicles
                                         have relatively low or no liquidity in the secondary market, and a shareholder of a Pooled
                                         Investment Vehicle could potentially avoid additional discount widening or other adverse
                                         market impacts by utilizing the contemplated in-kind exchange program. Shareholders with
                                         unrealized losses in existing Pooled Investment Vehicles may also experience tax benefits
                                         by participating in the contemplated in-kind exchange program.

 c. The
                                         Registrant confirms that the contemplated in-kind exchange program will not be to the
                                         detriment of shareholders of the Fund and will not be primarily for the benefit of the
                                         shareholder offering shares of the “Pooled Investment Vehicle” and participating
                                         in the contemplated in-kind exchange program.

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
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 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 Managed Duration Municipal Income Fund, Inc. (the
“Fund”) (Registration Nos. 333-260490 and 811-23434)

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: The Staff notes that the Fund had $38,000 of
deferred offering costs on the balance sheet. However, the Staff did not note any capital share transactions as proceeds from shares
sold for the last two years. Please provide a supplemental explanation to the Staff. Further, the line item cross references Note 9 to
the financial statements, which is titled “Investment Transactions” but the Staff did not note any corresponding financial
statement disclosure.

   Response: The $38,000 of deferred offering costs relate
to the costs incurred prior to June 30, 2022 related to the Fund’s shelf registration statement. Additionally, the Fund will ensure
the accuracy of the line item cross references on a going forward basis.

 3. Comment: According to the Statement of Changes in Net
Assets, the Fund had a return of capital distribution. Please confirm that there is no reference to yield or dividends when describing
distributions that may contain return of capital distributions in the marketing materials, financial statement disclosures and/or website
disclosures as those terms may be misinterpreted as income.

   Response: The Fund confirms that it will remove any references
to yield or dividends when describing distributions that may contain return of capital distributions from its marketing materials, financial
statement disclosures and/or website disclosures on a going forward basis.

 4. 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.

 5. 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 $1,512,212. Please
                                            supplementally explain the circumstances surrounding the overdraft.

   Response: The Fund had placed a number of trades (purchases
and sales) right before the end of the fiscal year. 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 $19 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 the trades placed. The
negative cash balance was corrected the following day when trades settled, and money market transactions took place.

 6. 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

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

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 Managed Duration Municipal Income Fund, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-260490; 811-23434);

                                                                                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 0.92% and the leverage costs item listed in the fee table is 0.55%.

The leverage expense ratio of 0.55% within
the fee table is calculated by taking the total leverage expense from the fiscal year ended June 30, 2022, of $2,072,010, divided by the
average net assets for the same period. The weighted average interest rate paid on the leverage is 0.92%, 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 [((0.91%*214,563,751) + (1.13%*10,273,973)) / (214,563,751+10,273,973)].

 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 32 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 5,575% and from tender option bond transactions
was 249% and the financial highlights lists 33,406 for asset coverage per $1,000 of line of credit and 2,452 for asset coverage per $1,000
of floating rate obligations payable.

    1

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 3,341% and
from tender option bond transactions was 245%.” 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

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

October 7, 2022

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christopher Bellacicco and Lauren Hamilton

  Re:	RiverNorth Managed Duration Municipal Income Fund, Inc. (the “Fund” or the “Registrant”)
  (File Nos. 333-260490; 811-23434); Response to Examiner Comments on N-2

Dear Mr. Bellacicco and Ms. Hamilton:

This letter responds
to the staff’s comments that you provided via telephone on August 19, 2022 and August 24, 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.

 DISCLOSURE

 3. The second to last sentence on page 5 states, “As of September 30, 2021, the Index had a weighted average effective duration
of 5.19 years.” Please update the sentence to be as of a more recent date.

The requested change has been made in the Revised
Registration Statement.

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

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

 5. Please remove the following sentence in Footnote 7 on page 17: “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 2.54% and Fund Total annual expenses (unlevered) of 1.41%.”

The Fund confirms that the requested sentence has been removed
in the Revised Registration Statement.

 6. Please update the reference on page 14 under the “Risks Considerations” section to the Fund’s most recently filed
annual report for the fiscal year ended June 30, 2022 on Form N-CSR (“Annual Report”).

The Fund confirms that the requested change
has been made in the Revised Registration Statement.

 7. Please update the “Financial Highlights” section on page 17 to incorporate the Annual Report.

The requested change has been made in the Revised
Registration Statement.

 8. Please include a hyperlink to the Annual Report in the first paragraph under the “Senior Securities” section on page
17.

The Registrant has revised the disclosure accordingly.

 9. Please include the information for June 30, 2022 in the table under the “Market and Net Asset Value Information” section
on page 18 as required by Item 8.5 on Form N-2.

    2

The requested information has been added in
the Revised Registration Statement.

 10. Please incorporate the Fund’s Annual Report and most recently filed proxy statement under the “Incorporation by Reference”
section in the prospectus.

The Registrant has revised the disclosure accordingly.

 11. Please incorporate the Fund’s Annual Report and most recently filed proxy statement under the “Incorporation by Reference”
section in the statement of additional information.

The Registrant has revised the disclosure accordingly.

 12. 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.

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

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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: Christopher Bellacicco and Lauren Hamilton

 Re: RiverNorth Managed Duration Municipal Income Fund, Inc. (the
“Fund” or the “Registrant”) (File Nos. 333-260490; 811-23434); Response to Examiner Comments on N-2

Dear Mr. Bellacicco and Ms. Hamilton:

This letter responds
to the staff’s comments that you provided via telephone on November 19, 2021 and November 22, 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.

 ACCOUNTING

 1. With respect to the Fund’s anticipated investments in tender option bond (“TOB”)
residuals, which are issued by a TOB trust, does the Fund intend to segregate or earmark unencumbered liquid assets other than the bonds
deposited into the TOB 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 Investment Company Act of 1940, as amended
(the “1940 Act”)?

The Fund so confirms and has added the following disclosure to the Prospectus in the Revised
Registration statement: “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 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 foregoing requirements
of the 1940 Act.”

    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. 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.

 4. The disclosure included in Footnote 8 to the Fee Table states that the Expense Example assumes that
estimated “Other Expenses” set forth in the table are accurate and that all dividends and distributions are reinvested at
net asset value, and the Fund engaged in leverage of 0.75% of Managed Assets, assuming interest and fees on leverage of 35%. These percentages
appear to be inconsistent with other information in the Fee Table, so please confirm or revise as needed.

The Fund confirms that above-referenced
disclosure has been revised as follows in the Revised Registration Statement:

“The example assumes that the estimated
“Other expenses” set forth in the table are accurate and that all dividends and distributions are reinvested at net asset
value and that the Fund is engaged in leverage of 36% of Managed Assets, assuming interest and fees on leverage of 0.67%.”

    2

 5. 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.

 6. 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.

 DISCLOSURE

 7. The second sentence of the second paragraph on page (ii) of the Prospectus states that if the Fund’s Preferred Shares are
not listed on a securities exchange, there may be no active secondary trading market for such shares and an investment in such shares
may be illiquid. If Preferred Shares will not be listed on a securities exchange, please undertake to include in the Prospectus Supplement
the cover page disclosure that the Staff has required of other funds whose securities are not listed on a securities exchange.

The Fund confirms that if Preferred
Shares are not listed on a securities exchange, it will undertake to include the requested disclosure in the applicable Prospectus Supplement.

 8. The “Use of Leverage” section on page 8 of the Prospectus discloses the principal balance outstanding under the Pershing
Facility as of June 30, 2021. Please provide as of a more recent date.

    3

The Fund confirms that the principal balance outstanding under the Pershing Facility
has been updated as of a more recent date in the Revised Registration Statement.

 9. The second paragraph of the “Market and Net Asset Value Information” section states that shares of closed-end investment
companies frequently trade at a discount from net asset value. Please disclose any steps the Fund has taken to reduce any discount and
briefly describe the effects of these measures.

The following disclosure has been
added to the “Market and Net Asset Value Information” section of the Prospectus in the Revised Registration Statement:

“The Fund may (but is not obligated to) take action to repurchase shares in the open market or make tender offers for its shares
at or near NAV. During the pendency of any tender offer, the Fund will publish how common shareholders may readily ascertain the NAV.
Repurchase of the common shares may have the effect of reducing any market discount to NAV. There is no assurance that, if action is undertaken
to repurchase or tender for shares, such action will result in the shares trading at a price which approximates their NAV. Please see
“Repurchase of Shares” for more information.”

 10. The last paragraph of “The Offering” section of the Prospectus states that offerings of Common Shares will be subject
to the provisions of the 1940 Act. Please consider revising this language, as currently written, it could be read to suggest that offerings
of Preferred Shares will not be subject to the provisions of the 1940 Act.

The disclosure has been revised as
follows in the Revised Registration Statement:

“Offerings of Shares will be subject
to the provisions of the 1940 Act, which generally require that the public offering price of common shares of a closed-end investment company (exclusive of distribution
commissions and discounts) must equal or exceed the net asset value per share of the company's common stock (calculated within 48 hours
of pricing), absent shareholder approval or under certain other circumstances.”

 11. Page 29 of the Statement of Additional Information shows the amounts paid by the Fund to the Adviser. Please also disclose the
advisory fees and rate paid to the Sub-Adviser.

The requested change has been made in the Revised
Registration Statement.

 12. Please provide new powers of attorney that are specific to this registration statement per Rule 483(b) under the Securities Act
of 1933, as amended.

The Fund confirms that new powers of attorney have been filed
with 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

    4

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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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July 22, 2019

Via EDGAR

Securities and Exchange Commission

Division of Investment Management, Office of Disclosure
Review and Accounting

100 F Street, NE

Washington, DC 20549-4561

Attn:	Jay Williamson

 Re: RiverNorth Managed Duration Municipal Income Fund,
Inc.

Registration Statement on Form N-2

File Nos. 333-230421 and 811-23434

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Securities Act”), the undersigned, UBS Securities LLC, as the representative of the
several underwriters of the offering pursuant to the above-referenced Registration Statement on Form N-2, as amended (the “Registration
Statement”), hereby join in the request of RiverNorth Managed Duration Municipal Income Fund, Inc. that the effective
date of the Registration Statement be accelerated so that the Registration Statement becomes effective at 2:00 p.m., Eastern Time,
on Thursday, July 25, 2019, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we, as representatives
of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as
appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representative of the
several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters and
dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very truly yours,

    UBS SECURITIES LLC

    As representative of the several underwriters

    UBS SECURITIES LLC

    By:
    /s/ Brad Hearsh

    Name:
     Brad Hearsh

    Title:
    Senior Advisor

    By:
    /s/ Federico Gonzalez

    Name:
    Federico Gonzalez

    Title:
    Director

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RiverNorth Managed Duration Municipal Income
Fund, Inc.

325 North LaSalle Street, Suite 645

Chicago, Illinois 60654

July 22, 2019

Jay Williamson, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: RiverNorth Managed Duration Municipal Income Fund, Inc.

(Registration Nos. 333-230421 and 811-23434)

Dear Mr. Williamson:

The undersigned, RiverNorth Managed Duration
Municipal Income Fund, Inc., Registrant, pursuant to the provisions of Rule 461 of the General Rules and Conditions of the Securities
and Exchange Commission under the Securities Act of 1933, hereby respectfully requests that the Commission consent to the filing
of the amendment of the Registration Statement and grant acceleration of the effectiveness of said Registration Statement, as amended,
so that the same may become effective at 2:00 p.m., Eastern Daylight Time, on July 25, 2019, or as soon thereafter as practicable.

    Very truly yours,

    RiverNorth Managed Duration Municipal Income Fund, Inc.

    By:

    /s/ Marcus L. Collins

    Marcus L. Collins

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    fp0043327

June 14, 2019

Via EDGAR Correspondence
Filing

Jay Williamson, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

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

                                         File Nos. 333-230421, 811-23434

Dear Mr. Williamson:

We received your comments provided by telephone
conference on June 12, 2019 regarding the registration statement for the above captioned Fund (the “Registration Statement”).
This letter serves to respond to those comments. For your convenience, we have attached a marked copy of the changed pages in the
Prospectus forming part of the Registration Statement to show you the revisions being made in response to your comments, as will
be reflected in a forthcoming pre-effective amendment to the Registration Statement.

Cover Page

 1. Footnote 2 to the Pricing Table states that “the Fund has agreed to reimburse the underwriters
for certain expenses in connection with this offering.” However, other disclosure throughout the Prospectus states that investors
will not be charged a sales load, which appears to be inconsistent with the prior disclosure. Please explain or revise.

 Response: The Prospectus has been revised to remove the above-referenced statement regarding reimbursement of underwriters by the Fund.

 2 We note that you have added disclosure to the Cover Page that the Adviser and its employees
have indicated interest in purchasing shares in the offering. We note there is identical disclosure repeated in the Prospectus
Summary. In order to reduce the length of the Prospectus, please consider whether including the duplicative disclosure on the Cover
Page is appropriate.

Response:	The above-referenced disclosure
has been removed from the Cover Page.

Prospectus Summary

 3. We note your response to Comment 6 from our letter dated April 18, 2019. We reiterate that the
risk disclosure, particularly the risk disclosure in the Prospectus Summary, is long, complex and repetitive and may impede an
investor from understanding the essential information in the Prospectus. Please review and revise as appropriate.

 Response: The Prospectus Summary has been revised as requested.

 4. Please revise the “Managed Duration Strategy” sections of the Prospectus to discuss
how the Adviser will manage the Fund’s duration relative to the Index (e.g., on what basis will the Adviser seek a
duration that is different than the Index) and to clarify what strategies and investment types the Adviser intends to use in managing
the duration of the Fund in such manner.

 Response: The Prospectus has been revised as requested.

Summary of
Fund Expenses

 5. The hypothetical expense example appears to reflect a 2.0% sales load but no sales load has
been disclosed in the Prospectus. Please explain or revise.

Response:	There is no sales load payable
by the Fund. However, the example had inadvertently included a higher expense assumption and has been revised in the Prospectus.

*  	*  	*	  *	  *	  *  	*	  *

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 -

April 18, 2019
    Patrick W. Galley President RiverNorth Opportunistic Municipal Income Fund II 325 North LaSalle Street, Suite 645 Chicago, IL 60654
Re: RiverNorth Opportunistic Municipal Income Fund II
Form N-2 Filed March 20, 2019
  File Nos. 333-230421; 811-23434

Dear Mr. Galley:

We have reviewed the Fund’s registration statement and have the following comments.
In some of our comments, we may ask the Fund to provide us with information so we may better understand the Trust’s disclosure.
 Please respond to this letter by amending the registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to the registration statement and the information the
Trust provides in response to these comments, we may have additional comments.    General

1. Prior to effectiveness, please have a FINRA representative contact us to confirm its review
and approval of the underwriting terms.

2. We note your investment strategy include s allocating between 25% and 50% of your
managed assets to closed end funds.  With a view to disclosure later in your prospectus,
please explain how you will comply with Section 12(d) of the Investment Company Act with respect to these investments.

Patrick W. Galley RiverNorth Opportunistic Municipal Income Fund II  April 18, 2019
 Page 2

Prospectus Cover Page

3. In Release No. 33-10506 the Commission adopted  new rule 30e-3 (Enabling Optional
Internet Availability of Shareholder Reports) and amended certain form requirements.  Please review the Release and Item 1.1.l to Form N-2 and revise, if appropriate.

4. Items 1 and 2 of Form N-2 set out the disclo sure requirements for pros pectus cover pages
and permit you to “include other information if it does not, by its nature, quantity, or manner of presentation impede understanding of the required information.”  You have five pages of ‘cover pages’ that includes detailed informati on – such as “Limite d Term and Eligible
Tender Offer” that is repeated in the Summary a nd is not traditionally considered cover page
material.  Please revise as appropriate.

5. Please name the underwriters in a pre-effecti ve amendment as early in the process as
practicable.
 Prospectus Summary

6. The General Instructions to Form N-2 state that  the purpose of the prospectus is to provide
essential information in a way that helps invest ors make informed decisions.  The General
Instructions further require the prospectus to be clear, concise, and understandable.  In her
October 25, 2018 address at the ICI Securities Law Developments Conference, Division of Investment Management Director Dalia Blass shared several observations designed to assist issuers in writing clear and concise disclosure that is useful to investors.  With respect to risk disclosures, she observed that issuers are in the best position to identify which risks are most important to investors, and cautioned against documents “in which length trumps clarity and the story is buried.”  Director Blass identified  generic risk disclosures as another area for
improvement.  The Summary’s “Ris k Considerations” starts on page 13 and end on page 38.
Similar information is then presented under “Risks” between pages 52 and 76.  The length and complexity of your risk disc losures may distract investors  from essential information,
including information related to fees, investment strategies and types, and risks.  Please review your disclosure and revise as appropr iate, consistent with the sound disclosure
principles set forth in the General Instructions.

7. On page five you indicate th at you may use your own Net As set Value as the underlying
asset in a total return swap.  Please explain to  us how the swap will be structured and how
your use of this instrument is consistent  with your obligations under the 1940 Act.  In
particular, please explain how you will comply with Section 18 of the 1940 Act.
 Summary of Fund Expenses, page 40

8. It is our understanding that you are selling your shares in an underwritten offering.  Please
remove the sentence “[i]f the Fund issues fewer Common Shares …” or explain why it is
appropriate, given the nature of your offering.

Patrick W. Galley RiverNorth Opportunistic Municipal Income Fund II  April 18, 2019
 Page 3

9. The prospectus states that you may engage in short sales.  Please confirm whether you
intend to engage in short sales and, if so, pleas e include an estimate of dividends and interest
expense on short sales in the fee table.
 Use of Leverage, page 49

10. We note the disclosure on page 50 that “the liquidity provider or holders of the TOB
Floaters would bear the losses … and there would be no recourse to the Fund’s assets
(unless the Fund held a recourse TOB residual.)”   You further state that if you invest in a
recourse TOB residual you would typically be re quired to pay the liquidity provider the
difference between the purchase price of any TOB Floaters put to the liquidity provider and
any proceeds realized from remarketing the TOB Floaters or the sale of the TOB Issuer’s assets.  Please tell us how you structure and manage recourse TOB residual investments to ensure compliance with Section 18 of the Investment Company Act.

11. On page 51 you indicate the Fund hires service providers to assist with establishing,
structuring and sponsoring a TOB issuer.  Please  tell us whether the adviser or any of its
affiliates receives any direct or indirect compensation related to establishing, structuring, sponsoring, or providing on-going services to th e TOB issuer.  Based on your responses, we
may have additional questions.
 Investment Advisory and Subadvisory Agreements, page 79

12. If accurate, please revise the description of the f ees paid to the subadviser to clarify that the
subadviser’s fees are based on th e Managed Assets allocated to it.
 Description of the Common Shares, page 83

13. Please remove the reference to Maryland General Corporation Law from the first paragraph
under Description of the Common Shares on page 83.
 Certain Provisions of the Fund’s Charter and Bylaws and of Maryland Law, page 84

14. We note your statement that the summary discussion in this section “does not purport to be
complete and is subject to and qualified in it s entirety by reference to the Maryland General
Corporation Law …”  Please revise this disclosure to avoid the implication that your disclosure is incomplete and confirm you have discussed all relevant legal provisions material to shareholders.

15. We note the disclosure that your Charter an d Bylaws indemnify your officers and directors
against certain liabilities.  The disclosure indicates the Bylaws do so to the fullest extent permitted by Maryland law and the 1940 Act.  Similar disclosure for the Charter only refers to the fullest extent permitted by Maryland law.  Please explain or revise.

Patrick W. Galley RiverNorth Opportunistic Municipal Income Fund II  April 18, 2019
 Page 4

 Additional Information, page 102

16. We note the disclosure on page 102 that “[a]ny statements contained herein concerning the
provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document [filed] as an exhibit to the Registration Statement or otherwise filed with the SEC.  Each such st atement is qualified in its entirety by such
reference.”  (emphasis added)  Please remove the underlin ed statement or explain why you
believe the statement is consistent with General Instruction F to Form N-2 relating to
incorporation by reference.
Statement of Additional Information
 Investment Restrictions, page 1

17. Immediately following your investment re strictions you present several paragraphs
explaining how the restrictions w ill be applied.  The first para graph indicates that it relates to
fundamental restriction (1), but the paragraph ap pears to focus on your concentration-related
policies.  Please review and revise as necessary.

18. We note the fund’s name refers to “municipal income” and that you provide an 80% policy
to invest, directly or indir ectly, in municipal bonds the interest on which is generally
excludable from gross income for regular U.S. fe deral income tax purposes.  This policy is
not listed among your other fundame ntal restrictions.  We believe Rule 35d-1(a)(4) applies
and that your 80% policy should be listed as fundamental.  Please re vise or advise as
appropriate.
 Compensation of Portfolio Managers, page 20

19. Item 21.2 to Form N-2 requires you to descri be the structure of, and methods used to
determine, the compensation of each portfolio manager with specificity.  We do not believe
your disclosure is sufficiently specific.  Please review the item requirements and revise as appropriate.
  Part C – Other Information

20. We note that you have not filed several required exhibits.  Please note that we review, and
frequently comment upon, these exhibits.  Please plan accordingly.

Patrick W. Galley RiverNorth Opportunistic Municipal Income Fund II  April 18, 2019
 Page 5

Signatures

21. We note your registration statement was not signed by a majority of your board of directors
as required by Section 6(a) of the Securities Act.  Please ensure that all subsequent amendments are appropriately signed.
 Closing

We note that portions of the filing are incomplete.  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 information provided supplementally, or on exhibits added in any pre-effective amendment.
We remind you that the Fund and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding an y review, comments action or absence of action by
the staff.
                                      *  *  *  *  *  If you have any questions on accounting or financial statement related matters, please
contact Ken Ellington at (202) 551-6909.  If you have any other questions prior to filing a pre-
effective amendment, please call me at (202) 551-3393.
Sincerely,

/s/

Jay Williamson Senior Counsel
          cc: Chapman and Cutler LLP   Walter L. Draney   E. Roy Kim

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June 10, 2019

Via EDGAR Correspondence
Filing

Jay Williamson, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

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

                                                                                File Nos. 333-230421, 811-23434

Dear Mr. Williamson:

We have received your comments presented in
your letter dated April 18, 2019 regarding the registration statement for the above captioned Fund (to be renamed RiverNorth Managed
Duration Municipal Income Fund, Inc.) as filed with the Securities and Exchange Commission on March 20, 2019 (the “Registration
Statement”).  This letter serves to respond to your 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. Prior to effectiveness, please have a FINRA representative contact us to confirm its review
and approval of the underwriting terms.

Response:	The Fund confirms that,
prior to effectiveness of the Registration Statement, it will request a FINRA representative to contact you regarding its review
and approval of the underwriting terms.

 2. We note your investment strategy includes allocating between 25% and 50% of your managed assets
to closed end funds. With a view to disclosure later in your prospectus, please explain how you will comply with Section 12(d)
of the Investment Company Act with respect to these investments.

Response:	The Fund has added disclosure
to the Prospectus to explain that it will invest between 25% and 50% of its Managed Assets in Underlying Funds in accordance with
Section 12(d)(1)(F) of the 1940 Act (and therefore, together with its affiliated persons, will not acquire more than 3% of
the total outstanding stock of an Underlying Fund).

Prospectus Cover Page

 3. In Release No. 33-10506 the Commission adopted new rule 30e-3 (Enabling Optional Internet Availability
of Shareholder Reports) and amended certain form requirements. Please review the Release and Item 1.1.l to Form N-2 and revise,
if appropriate.

 Response: The Prospectus has been revised to include the disclosure under Item 1.1.l of Form N-2.

 4. Items 1 and 2 of Form N-2 set out the disclosure requirements for prospectus cover pages and
permit you to “include other information if it does not, by its nature, quantity, or manner of presentation impede understanding
of the required information.” You have five pages of ‘cover pages’ that includes detailed information –
such as “Limited Term and Eligible Tender Offer” that is repeated in the Summary and is not traditionally considered
cover page material. Please revise as appropriate.

Response:	The Fund does not believe
the additional disclosures included on the cover page (including the disclosure relating to the Limited Term and Eligible Tender
Offer) impede understanding of the information required by Items 1 and 2 of Form N-2.

 5. Please name the underwriters in a pre-effective amendment as early in the process as practicable.

Response:	The Fund will name the
underwriters in a pre-effective amendment to the Registration Statement in accordance with standard practice for offerings of closed-end
funds.

Prospectus Summary

 6. The General Instructions to Form N-2 state that the purpose of the prospectus is to provide
essential information in a way that helps investors make informed decisions. The General Instructions further require the prospectus
to be clear, concise, and understandable. In her October 25, 2018 address at the ICI Securities Law Developments Conference, Division
of Investment Management Director Dalia Blass shared several observations designed to assist issuers in writing clear and concise
disclosure that is useful to investors. With respect to risk disclosures, she observed that issuers are in the best position to
identify which risks are most important to investors, and cautioned against documents “in which length trumps clarity and
the story is buried.” Director Blass identified generic risk disclosures as another area for improvement. The Summary’s
“Risk Considerations” starts on page 13 and end on page 38. Similar information is then presented under “Risks”
between pages 52 and 76. The length and complexity of your risk disclosures may distract investors from essential information,
including information related to fees, investment strategies and types, and risks. Please review your disclosure and revise as
appropriate, consistent with the sound disclosure principles set forth in the General Instructions.

Response:	The Fund notes that it
is being structured very similarly to RiverNorth Opportunistic Municipal Income Fund, Inc. (“RMI”), which recently
completed its initial public offering of common stock at the end of October 2018 pursuant to its registration statement on Form
N-2 (File Nos. 333-226273 and 811-23366), and, as such, has relied on the RMI registration statement as precedent in drafting its
Registration Statement. The Fund understands that RMI, together with the underwriters that had participated in RMI’s initial
public offering (many of which are anticipated to be underwriters for the Fund’s proposed offering pursuant to the Registration
Statement), had identified the risks disclosed in the RMI registration statement as the principal risks of RMI that an investor
would deem important in making an investment decision in RMI. The Fund notes that, given the similarity between it and RMI, such
risks also similarly apply to the Fund. The Fund does not believe the risks disclosed in the RMI registration statement have been
reduced or no longer apply since RMI’s initial public offering such that the disclosure should be reduced or otherwise modified
for the Fund’s Registration Statement, nor does it believe that the inclusion of these risks as currently disclosed distracts
the investor from other relevant information. The Fund notes that the “Risk Considerations” in the Prospectus Summary
already present a condensed version of the risks appearing under “Risks” later in the Prospectus. The Fund further
notes, with respect to the other information you highlight as examples of other essential information, that the disclosures for
such information precede in the respective sections of the Prospectus the risk disclosures (such as in the case of the discussion
on investment strategies and types) or are set forth in their own separate section (such as under “Summary of Fund Expenses”
in the case of information related to fees).

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 7. On page five you indicate that you may use your own Net Asset Value as the underlying asset
in a total return swap. Please explain to us how the swap will be structured and how your use of this instrument is consistent
with your obligations under the 1940 Act. In particular, please explain how you will comply with Section 18 of the 1940 Act.

Response: The Fund’s use of its own
net asset value as the underlying asset in a total return swap would be intended to reduce “cash drag” (the impact
of uninvested cash on the Fund’s overall return) by replacing it with the total return of the Fund’s own investment
holdings. As noted in the Prospectus, the Fund will limit the notional value of all total return swaps in the aggregate to 15%
of the Fund’s Managed Assets. The Fund confirms it will segregate assets with respect to its total return swaps in a manner
it determines to be appropriate in light of Securities Trading Practices of Registered Investment Companies, Investment Company
Act Release No. 10666 (April 18, 1979), the Staff’s related no-action letters and other published Staff interpretative materials
to the extent necessary to comply with Section 18 of the 1940 Act.

Summary of Fund Expenses, page 40

 8. It is our understanding that you are selling your shares in an underwritten offering. Please
remove the sentence “[i]f the Fund issues fewer Common Shares …” or explain why it is appropriate, given the
nature of your offering.

Response:	The pre-effective amendment
to the Registration Statement that will be used as part of the typical marketing process for a closed-end fund offering will assume
a reasonably anticipated size of the offering in order to provide a concrete example of the fees and expenses an investor could
expect to experience when investing in the Fund. Accordingly, the Fund believes it is appropriate to note to potential investors
that, if the Fund issues fewer shares than that assumed, the expenses could increase as a percentage of net assets attributable
to the Fund’s Common Shares. This disclosure and the Summary of Fund Expenses table will be updated for the final version
of the Prospectus filed pursuant to Rule 497 under the Securities Act of 1933 to reflect the actual size of the offering.

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 9. The prospectus states that you may engage in short sales. Please confirm whether you intend
to engage in short sales and, if so, please include an estimate of dividends and interest expense on short sales in the fee table.

Response:	The Fund anticipates using
short positions primarily on U.S. Treasury futures contracts which will not incur any dividend and interest expense for the Fund.

Use of
Leverage

 10. We note the disclosure on page 50 that “the liquidity provider or holders of the TOB Floaters
would bear the losses … and there would be no recourse to the Fund’s assets (unless the Fund held a recourse TOB residual.)”
You further state that if you invest in a recourse TOB residual you would typically be required to pay the liquidity provider the
difference between the purchase price of any TOB Floaters put to the liquidity provider and any proceeds realized from remarketing
the TOB Floaters or the sale of the TOB Issuer’s assets. Please tell us how you structure and manage recourse TOB residual
investments to ensure compliance with Section 18 of the Investment Company Act.

Response:	Consistent with the guidance
provided by the Staff of the Division of Investment Management,1
for its investments in TOB Residuals, 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 plus accrued interest, if any,
to the extent necessary for the Fund to comply with the asset coverage requirements of Section 18.

 11. On page 51 you indicate the Fund hires service providers to assist with establishing, structuring
and sponsoring a TOB issuer. Please tell us whether the adviser or any of its affiliates receives any direct or indirect compensation
related to establishing, structuring, sponsoring, or providing on-going services to the TOB issuer. Based on your responses, we
may have additional questions.

Response:	The Adviser does not receive
any direct or indirect compensation related to establishing, structuring, sponsoring or providing ongoing services to the TOB Issuer.

Investment
Advisory and Subadvisory Agreements, page 79

 12. If accurate, please revise the description of the fees paid to the subadviser to clarify that
the subadviser’s fees are based on the Managed Assets allocated to it.

Response:	The subadvisory fee is
accurately described as currently reflected in the Prospectus—i.e., based on the Fund’s average daily Managed
Assets (as defined in the Prospectus).

 1 See https://www.sec.gov/divisions/investment/issues-of-interest.shtml#tobfinancing.

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Description of the Common Shares,
page 83

 13. Please remove the reference to Maryland General Corporation Law from the first paragraph under
Description of the Common Shares on page 83.

 Response: The disclosure has been revised as requested.

Certain
Provisions of the Fund’s Charter and Bylaws and of Maryland Law, page 84

 14. We note your statement that the summary discussion in this section “does not purport to
be complete and is subject to and qualified in its entirety by reference to the Maryland General Corporation Law …”
Please revise this disclosure to avoid the implication that your disclosure is incomplete and confirm you have discussed all relevant
legal provisions material to shareholders.

 Response: The disclosure has been revised as requested.

 15. We note the disclosure that your Charter and Bylaws indemnify your officers and directors against
certain liabilities. The disclosure indicates the Bylaws do so to the fullest extent permitted by Maryland law and the 1940 Act.
Similar disclosure for the Charter only refers to the fullest extent permitted by Maryland law. Please explain or revise.

 Response: The disclosure has been revised as requested.

Additional
Information, page 102

 16. We note the disclosure on page 102 that “[a]ny statements contained herein concerning
the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document
[filed] as an exhibit to the Registration Statement or otherwise filed with the SEC. Each such statement is qualified in
its entirety by such reference.” (emphasis added) Please remove the underlined statement or explain why you believe the statement
is consistent with General Instruction F to Form N-2 relating to incorporation by reference.

 Response: The disclosure has been revised as requested.

Statement
of Additional Information

Investment
Restrictions, page 1

 17. Immediately following your investment restrictions you present several paragraphs explaining
how the restrictions will be applied. The first paragraph indicates that it relates to fundamental restriction (1), but the paragraph
appears to focus on your concentration-related policies. Please review and revise as necessary.

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Response:	The above referenced first
paragraph following the enumerated fundamental investment restrictions appropriately relates to restriction (1) regarding the Fund’s
diversification.

 18. We note the fund’s name refers to “municipal income” and that you provide
an 80% policy to invest, directly or indirectly, in municipal bonds the interest on which is generally excludable from gross income
for regular U.S. federal income tax purposes. This policy is not listed among your other fundamental restrictions. We believe Rule
35d-1(a)(4) applies and that your 80% policy should be listed as fundamental. Please revise or advise as appropriate.

 Response: The disclosure has been revised as requested.

Compensation
of Portfolio Managers, page 20

 19. Item 21.2 to Form N-2 requires you to describe the structure of, and methods used to determine,
the compensation of each portfolio manager with specificity. We do not believe your disclosure is sufficiently specific. Please
review the item requirements and revise as appropriate.

Response: The disclosure
has been updated to include additional information on portfolio manager compensation.

Part C
– Other Information

 20. We note that you have not filed several required exhibits. Please note that we review, and frequently
comment upon, these exhibits. Please plan accordingly.

 Response: The Fund will file in pre-effective amendments to the Registration Statement the remaining applicable exhibits as they become available.

Signatures

 21. We note your registration statement was not signed by a majority of your board of directors
as required by Section 6(a) of the Securities Act. Please ensure that all subsequent amendments are appropriately signed.

Response:	The requisite signatures
will be provided in a pre-effective amendment to the Registration Statement and, thereafter, all subsequent pre-effective amendments
to the Registration Statement.

*        *        *        *        *        *        *        *

We appreciate your
prompt attention to this Registration Statement. If you have any questions