Correspondence 0000919574-24-006900 from AB MUNICIPAL INCOME FUND II (CIK 0000899774)
AB MUNICIPAL INCOME FUND II (CIK 0000899774)
Date: Nov. 26, 2024 · CIK: 0000899774 · Accession: 0000919574-24-006900
AI Filing Summary & Sentiment
Letter
VIA EDGAR CORRESPONDENCE Division of Investment Management Securities and Exchange Commission Washington, D.C. 20549 Re: AB Municipal Income Fund II Preliminary Proxy Statement on Schedule 14A File No. 33-60560
Dear Mr. Zapata:
This letter responds to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on the preliminary proxy statement filed on Schedule 14A (the “Proxy Statement”) for AB Municipal Income Fund II (“Registrant”). The Proxy Statement, which was filed with the SEC on November 12, 2024, relates to the proposed liquidations of AB Arizona Portfolio, AB Minnesota Portfolio, AB New Jersey Portfolio, AB Ohio Portfolio, and AB Pennsylvania Portfolio (the “Portfolios”), each a series of Registrant. You provided the Staff’s comments to me over Microsoft Teams on November 20, 2024.
The Staff’s comments and our responses thereto on behalf of Registrant and the Portfolios are set forth below. As the context requires, defined terms used herein are as defined in the Proxy Statement.
Comment 1: Please confirm if these five Portfolios are all of Registrant’s series. If so, please confirm that Registrant will deregister after the liquidations.
Response: The Portfolios do not comprise all of Registrant’s existing series. Accordingly, Registrant will not deregister after the liquidations of the Portfolios.
Comment 2: Please confirm that the Portfolios will use reasonable efforts to locate all shareholders.
Response: Registrant expects to use reasonable efforts to locate all shareholders of the Portfolios.
Comment 3: Please confirm that the Portfolios will stay current with all filing obligations until liquidation occurs and after, as applicable.
Response: Registrant expects to remain current with all applicable filing obligations of the Portfolios.
Comment 4: With respect to liquidating distributions, please confirm that the Portfolios will meet the requirements of Section 22 of the Investment Company Act of 1940 (the “1940 Act”) and deliver liquidation proceeds within 7 days.
Response: Registrant expects to deliver liquidation proceeds of the Portfolios in accordance with the requirements of the 1940 Act.
* * *
If you have any additional comments or questions, please contact Paul M. Miller, Lancelot A. King or the undersigned at (202) 737-8833.
Sincerely,
/s/ Lauren A. Clise
Show Raw Text
CORRESP
1
filename1.htm
Seward & Kissel LLP
901 K Street, N.W.
Suite 800
Washington, D.C. 20001
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
November 26, 2024
VIA EDGAR CORRESPONDENCE
Alberto Zapata
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
AB Municipal Income Fund II
Preliminary Proxy Statement on Schedule 14A
File No. 33-60560
Dear Mr. Zapata:
This letter responds to comments
of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on the preliminary proxy statement
filed on Schedule 14A (the “Proxy Statement”) for AB Municipal Income Fund II (“Registrant”). The Proxy Statement,
which was filed with the SEC on November 12, 2024, relates to the proposed liquidations of AB Arizona Portfolio, AB Minnesota Portfolio,
AB New Jersey Portfolio, AB Ohio Portfolio, and AB Pennsylvania Portfolio (the “Portfolios”), each a series of Registrant.
You provided the Staff’s comments to me over Microsoft Teams on November 20, 2024.
The Staff’s comments and
our responses thereto on behalf of Registrant and the Portfolios are set forth below. As the context requires, defined terms used herein
are as defined in the Proxy Statement.
Comment 1:
Please confirm if these five Portfolios are all of Registrant’s series. If so, please confirm that Registrant will deregister after the liquidations.
Response:
The Portfolios do not comprise all of Registrant’s existing series. Accordingly, Registrant will not deregister after the liquidations of the Portfolios.
Comment 2:
Please confirm that the Portfolios will use reasonable efforts to locate all shareholders.
Response:
Registrant expects to use reasonable efforts to locate all shareholders of the Portfolios.
Comment 3:
Please confirm that the Portfolios will stay current with all filing obligations until liquidation occurs and after, as applicable.
Response:
Registrant expects to remain current with all applicable filing obligations of the Portfolios.
Comment 4:
With respect to liquidating distributions, please confirm that the Portfolios will meet the requirements of Section 22 of the Investment Company Act of 1940 (the “1940 Act”) and deliver liquidation proceeds within 7 days.
Response:
Registrant expects to deliver liquidation proceeds of the Portfolios in accordance with the requirements of the 1940 Act.
* * *
If you have any additional comments
or questions, please contact Paul M. Miller, Lancelot A. King or the undersigned at (202) 737-8833.
Sincerely,
/s/ Lauren A. Clise
Lauren A. Clise
cc:
Linda Kim, Esq.
Paul M. Miller, Esq.
Lancelot A. King, Esq.
2