Correspondence 0001398344-25-006239 from RiverNorth Flexible Municipal Income Fund II, Inc. (RFMZ)
RiverNorth Flexible Municipal Income Fund II, Inc.
Date: March 28, 2025 · CIK: 0001817159 · Accession: 0001398344-25-006239
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-281396, 811-23586
Letter
VIA EDGAR TRANSMISSION 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamilton Re: RiverNorth Flexible Municipal Income Fund II, Inc. (the "Fund" or the "Registrant") (File Nos. 333-281396; 811-23586); Response to Examiner Comments on N-2
Dear Ms. Hamilton:
This letter responds to the staff's comments that you provided via telephone on February 27, 2025, in connection with your review of the Fund's above-referenced amended 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. 3 to the Fund's Registration Statement (the "Revised Registration Statement").
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 Registration Statement, unless otherwise indicated.
ACCOUNTING COMMENTS
1. On page 10 under the Use of Leverage section, the Staff notes the increase in the line of credit and that the fee table is incorporated by reference from the June 30, 2024 N-CSR. Please supplementally explain how the additional expenses associated with the BNP Credit Agreement has been factored into the fee table or confirm that the information presented in the fee table is not materially misleading. Please also confirm that when shares are taken off the shelf, the prospectus supplement will include such additional expenses.
The Fund confirms that the information presented in the fee table has been updated as of December 31, 2024 in the Revised Registration Statement.
2. On page 12 the staff notes it states: "The use of proceeds from tender option bond transactions represented approximately 38.63% of Managed Assets as of June 30, 2024. Asset coverage from tender option bond transactions was 259%." Please revise such figures through December 31, 2024 or confirm such figures are not materially different from the June 30, 2024 figures.
The requested changes have been made in the Revised Registration Statement.
3. On page 21 under the Effects of Leverage table, please revise such figures through December 31, 2024 or confirm such figures are not materially different from the June 30, 2024 figures given the increase in the line of credit.
The Fund confirms that the figures in the Effects of Leverage table have been updated as of December 31, 2024 in the Revised Registration Statement.
4. The staff notes that the financial information included in the Registration Statement has gone stale under the financial reporting obligations of Rule 3-18 of Regulation S-X. Please update the financial information accordingly.
The Registrant confirms that the financial information has been updated accordingly 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
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CORRESP
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filename1.htm
Faegre Drinker Biddle & Reath LLP
320 South Canal Street, Suite 3300
Chicago, IL 60606
(312) 569-1000 (Phone)
(312) 569-3000 (Facsimile)
www.faegredrinker.com
March 28, 2025
VIA EDGAR TRANSMISSION
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Lauren Hamilton
Re: RiverNorth Flexible Municipal Income Fund II, Inc. (the "Fund"
or the "Registrant") (File Nos. 333-281396; 811-23586); Response to Examiner Comments on N-2
Dear Ms. Hamilton:
This letter
responds to the staff's comments that you provided via telephone on February 27, 2025, in connection with your review of the
Fund's above-referenced amended 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. 3 to the Fund's Registration Statement (the
"Revised Registration Statement").
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 Registration Statement, unless otherwise indicated.
ACCOUNTING COMMENTS
1. On page 10 under the Use of Leverage section, the Staff notes the increase in the line of credit and that the fee table is incorporated
by reference from the June 30, 2024 N-CSR. Please supplementally explain how the additional expenses associated with the BNP Credit Agreement
has been factored into the fee table or confirm that the information presented in the fee table is not materially misleading. Please also
confirm that when shares are taken off the shelf, the prospectus supplement will include such additional expenses.
The Fund confirms that the information presented in the fee table
has been updated as of December 31, 2024 in the Revised Registration Statement.
2. On page 12 the staff notes it states: "The use of proceeds from tender option bond transactions represented approximately
38.63% of Managed Assets as of June 30, 2024. Asset coverage from tender option bond transactions was 259%." Please revise such
figures through December 31, 2024 or confirm such figures are not materially different from the June 30, 2024 figures.
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The requested changes have been made in the Revised Registration Statement.
3. On page 21 under the Effects of Leverage table, please revise such figures through December 31, 2024 or confirm such figures are
not materially different from the June 30, 2024 figures given the increase in the line of credit.
The Fund confirms that the figures in the Effects of Leverage table have been updated as of December 31, 2024 in the Revised Registration
Statement.
4. The staff notes
that the financial information included in the Registration Statement has gone stale under
the financial reporting obligations of Rule 3-18 of Regulation S-X. Please update the financial
information accordingly.
The Registrant confirms that the financial information has been updated accordingly 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
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