Correspondence 0001398344-25-007070 from RiverNorth Managed Duration Municipal Income Fund II, Inc. (RMMZ)
RiverNorth Managed Duration Municipal Income Fund II, Inc.
Date: April 14, 2025 · CIK: 0001870833 · Accession: 0001398344-25-007070
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-281400, 811-23713
Letter
VIA EDGAR TRANSMISSION Washington, D.C. 20549 Attention: Lauren Hamilton Re: RiverNorth Managed Duration Municipal Income Fund II, Inc. (the "Fund" or the "Registrant") (File Nos. 333-281400; 811-23713); Response to Examiner Comments on N-2
Dear Ms. Hamilton:
This letter responds to the staff's comments that you provided on April 3, 2025, 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 a 424B3 definitive filing (the "Definitive Filing").
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. Item C.7 on the latest Form N-CEN did not indicate any exemption from Rule 18f-4. If you could please explain in correspondence why or revise as appropriate. We note that within the registration statement that states, "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 investments as derivatives in compliance with Rule 18f-4 under the 1940 Act."
The Fund confirms the box in Item C.7.n.iv of Form N-CEN was inadvertently left unchecked in the Fund's Form N-CEN filing as of June 30, 2024. The Fund will disclose its reliance on Rule 18f-4 of the 1940 Act, as applicable in future Form N-CEN filings.
2. Fee table footnote 5 states "The table assumes the use of leverage from borrowings and the proceeds of TOB transactions representing, in the aggregate, 39.93% of Managed Assets at a weighted average annual expense to the Fund of 3.85%." Please remove "from borrowings" from the definitive filing.
The requested change will be made in the Definitive 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
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CORRESP
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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
April 14, 2025
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 II, Inc. (the "Fund" or the "Registrant") (File Nos. 333-281400; 811-23713);
Response to
Examiner Comments on N-2
Dear Ms. Hamilton:
This letter responds
to the staff's comments that you provided on April 3, 2025, 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 a 424B3 definitive filing (the "Definitive Filing").
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. Item C.7 on the latest Form N-CEN did not indicate any exemption from Rule 18f-4. If you could please explain in correspondence
why or revise as appropriate. We note that within the registration statement that states, "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 investments as derivatives in compliance with Rule 18f-4 under the 1940 Act."
The Fund confirms the
box in Item C.7.n.iv of Form N-CEN was inadvertently left unchecked in the Fund's Form N-CEN filing as of June 30, 2024. The Fund
will disclose its reliance on Rule 18f-4 of the 1940 Act, as applicable in future Form N-CEN filings.
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2. Fee table footnote 5 states "The table assumes the use of leverage from borrowings and the proceeds of TOB transactions representing,
in the aggregate, 39.93% of Managed Assets at a weighted average annual expense to the Fund of 3.85%." Please remove "from
borrowings" from the definitive filing.
The requested change will
be made in the Definitive Filing.
2
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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