Rivernorth Managed Duration Municipal Income Fund (RMM) CORRESPCorrespondence with SEC

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

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

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.”

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.

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.

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%.”

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.

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

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.

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.

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.”

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.”

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

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.