SecProbe.io

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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

 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 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 on April 3, 2025, 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
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.

 1

 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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 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.

 1

 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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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 Raymond Be

 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 and Mr. Be:

This
letter responds to the staff’s comments that you provided via on December 9, 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 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. 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.

    1

DISCLOSURE
Comments

 2. The
                                         last paragraph of Page ii 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.

 3. 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.

 4. 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

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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

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 Raymond Be

 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 and Mr. Be:

This letter responds
to the staff’s comments that you provided via telephone on September 10, 2024 and September 11, 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. 0001398344-24-017545). 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. On the N-2 cover page, please delete the check from the “when declared effective pursuant to section 8(c) box” since
this is not a post-effective amendment.

The requested change has been made.

 6. The disclosure regarding the outstanding amounts used under credit agreements and through tender option bond transactions appears
to be inconsistent with the disclosure in the Fund’s N-CSR. Please harmonize the disclosure with the N-CSR and supplementally advise
how the Registrant intends to ensure that these disclosures are consistent between the Registration Statement, the N-CSR and any prospectus
supplements or other filings.

The Fund confirms that the disclosure has been updated for consistency
with the Fund’s June 30, 2024 N-CSR. The Fund did not yet have final information available regarding the Fund’s use of leverage
during the fiscal year ended June 30, 2024 at the time of the filing of the Registration Statement. However, the Fund will confirm the
accuracy of such disclosures prior to filing all registration statements, shareholder reports and other filings going forward to ensure
that the disclosures are consistent across all filings.

 7. 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.

    2

 8. 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.

    Sincerely,

    /s/ David L. Williams

    David L. Williams

    3

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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:
Raymond Be and Lauren Hamilton

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

                                                                                (File Nos. 333-266664; 811-23586)

                                                                                Response to Examiner Comments on POS 8C

Dear
Mr. Be and Ms. Hamilton:

This
letter responds to the staff’s comments that you provided via telephone on January 18, 2024 in connection with your review
of Post-Effective Amendment No. 3 under the Securities Act of 1933, as amended, and Amendment No. 11 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. 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. For
                                         footnote (5) to the fee table, please supplementally explain if the year end interest
                                         rate for the leverage was materially different from the weighted average interest rate
                                         throughout the year.

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.

    1

 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.

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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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 Flexible Municipal Income Fund II, Inc. (the “Fund”)
(Registration Nos. 333-266664 and 811-23586)

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 derivative instruments
disclosure on page 30 of the Annual Report indicates that the open futures contracts are in a loss position, which is inconsistent with
the information that is presented in the Schedule of Investments. For example, disclosure shows the effects of derivatives on the Statement
of Assets and Liabilities balance sheet location as a net unrealized depreciation on futures contracts. The associated tickmark on page
30 of the Annual Report indicates that the value presented includes cumulative loss on open futures contracts. Further, the effects of
derivative instruments on the Statement of Operations location indicates a net realized loss on futures contracts, which is inconsistent
with the Statement of Operations, which indicates a realized gain for the period. Please explain these discrepancies to the Staff supplementally.

   Response: The language within the derivative instruments
disclosure on page 30 of the Annual report contains the correct numerical gains/appreciation as referenced in the Statement of Assets
and Liabilities and Statement of Operations but incorrectly indicates “losses” and “depreciation.” The Fund confirms
it will ensure the verbiage reflects the correct gain/loss and appreciation/depreciation 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 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

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February 22, 2021

Via EDGAR Correspondence
Filing

Karen Rossotto

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

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

                                         File Nos. 333-239784, 811-23586

Dear Ms. Rossotto:

We have received your comments provided by
telephone conference on February 17, 2021, regarding the Registration Statement on Form N-2 for the above captioned Fund (the “Registration
Statement”). This letter serves to respond to those comments. Capitalized terms not defined herein shall have the meanings
ascribed to such terms in the Registration Statement.

General

 1. Please file the investment advisory agreements as exhibits to the next pre-effective amendment
to the Registration Statement.

Response:	The Investment Management Agreement
between the Fund and the Adviser and the Sub-Advisory Agreement between the Adviser and the Subadviser are being filed as exhibits
to the pre-effective amendment to the Registration Statement that is being filed contemporaneously with this response letter.

 2. We note that in Item 25.1 of pre-effective amendment No. 2 to the Registration Statement it
states, “Financial Statements indicating that the Registrant has met the net worth requirements of Section 14(a) of the Investment
Company Act of 1940 will be filed…” Please indicate in the next pre-effective amendment that the Financial Statement
are filed therewith.

Response:	The Registrant confirms that,
in the pre-effective amendment being filed contemporaneously with this response, Item 25.1 indicates that the Financial Statements
are filed therewith.

 3. Please confirm the number of shares being offered.

Response:	The pre-effective amendment being
filed contemporaneously with this response will contain the number of shares being registered in this offering, which may be updated
pursuant to Rule 462(b) prior to the final offering. The final amount of shares being offered in this offering will be contained
in a filing made pursuant to Rule 424(b).

 4. Please include a signed Auditor’s Consent with the next pre-effective amendment to the
Registration Statement.

Response:	The Registrant confirms that the
pre-effective amendment being filed contemporaneously with this response contains an executed Consent of the Independent Accounting
Firm.

*	*	*	*	*	*	*	*

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-

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RiverNorth Flexible Municipal Income Fund II, Inc.

325 North LaSalle Street, Suite 645

Chicago, Illinois 60654

February 19, 2021

Karen Rossotto

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: RiverNorth Flexible Municipal Income Fund II, Inc.

(Registration Nos. 333-239784 and 811-23586)

Dear Ms. Rossotto:

The undersigned, RiverNorth Flexible Municipal
Income Fund II, 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 February 23, 2021, or as soon thereafter as practicable.

    Very truly yours,

    RiverNorth Flexible Municipal Income Fund II, Inc.

    By:
    /s/ Marcus L. Collins

    Marcus L. Collins

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February 19, 2021

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: Karen Rossotto

 Re: RiverNorth Flexible Municipal Income Fund II, Inc.

Registration Statement on Form N-2

File Nos. 333-239784 and 811-23586

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 Flexible Municipal Income Fund II, 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
Tuesday, February 23, 2021, 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/ Saawan Pathange

    Name: Saawan Pathange

    Title: Managing Director

    By:
    /s/ Federico Gonzalez

    Name: Federico Gonzalez

    Title: Director

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January 14, 2021

Via EDGAR Correspondence
Filing

Karen Rossotto

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

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

File Nos. 333-239784, 811-23586

Dear Ms. Rossotto:

We have received your comments presented in
your letter dated October 2, 2020 regarding the Registration Statement on Form N-2 for the above captioned Fund as filed with the
Securities and Exchange Commission on July 10, 2020 (the “Registration Statement”). 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. This letter serves to respond
to those comments. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Registration Statement.

General

 1. We note that portions of the registration statement 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
supplied supplementally, or on exhibits added in any amendments.

Response:	The Fund acknowledges this comment.

Prospectus—Prospectus Cover

 2. On the first page, in the fourth paragraph describing the Tactical Municipal Closed End Fund
Strategy, the disclosure states “This strategy will seek to (i) generate returns through investments in closed-end funds,
exchange-traded funds and other investment companies [emphasis added].” Please specify the types of investments “other
investment companies” refers to.

Response:	The above-referenced disclosure
has been updated to specify that the investment companies in which the Fund plans to invest on a principal basis under the Tactical
Municipal Closed-End Fund Strategy are closed-end funds and exchange-traded funds.

    - 1 -

 3. On page ii., immediately following the disclosure in No Prior History at the bottom of
the page, please disclose that although the Common Shares are listed on the NYSE, there may be no or limited trading volume in
the Fund’s shares. Accordingly, investors may not be able to sell all or part of their Common Shares in a particular timeframe.

Response:	The Prospectus has been revised
as requested.

 4. On page iii, in footnote 2 to the table, the disclosure indicates that “the Adviser (and
not the Fund)” has agreed to pay for certain services and expenses. Can the Adviser recoup any of these payments from the
Fund? If so, disclose so and disclose the terms of any recoupment. Also, with respect to the underwriting compensation, prior to
the registration statement becoming effective, the staff will need to confirm that the underwriting compensation arrangement has
been approved. Please ask a FINRA representative to contact the staff in this regard.

Response:	The Fund confirms that the services
and expense referred to in footnote 2 of the table are not subject to recoupment. Additionally, the Fund confirms that, prior to
effectiveness of the Registration Statement, FINRA will have reviewed the proposed underwriting terms and arrangements described
in the Registration Statement and have issued a statement expressing no objections thereto.

 5. On page iii, in the second paragraph, the disclosure states that Managed Assets include “the
portion of assets in tender option bond trusts of which the Fund owns TOB Residuals…that has been effectively financed by
the trust’s issuance of TOB Floaters.” Please explain the meaning of this disclosure to us supplementally, including
by means of numeric examples. Also, please disclose whether the Adviser, or any of its affiliates, receives fees or other payments
from TOB Trusts it structures.

Response:	As described in detail under the
Registration Statement section “Use of Leverage – Tender Option Bonds”, the Fund may leverage its assets through
the use of proceeds received from tender option bond transactions. In a tender option bond transaction, an unaffiliated tender
option bond trust (a “TOB Issuer”) is typically established by forming a special purpose trust into which the Fund,
or an agent on behalf of the Fund, transfers municipal bonds or other municipal securities. A TOB Issuer typically issues two classes
of beneficial interests: short-term floating rate notes (“TOB Floaters”), which are sold to third party investors (e.g.,
money market fund), and residual interest municipal tender option bonds (“TOB Residuals”), which are generally issued
to the Fund. In addition, the TOB Issuer typically engages a liquidity provider (“Liquidity Provider”), which is a
commercial bank that provides the holders of TOB Floaters with a right to tender the TOB Floaters back to the Liquidity Provider
at par under certain circumstances.

By way of a simplified
example, the Fund deposits $10 million of its municipal bond portfolio into a trust (TOB Issuer). The TOB Issuer issues two kinds
of securities: $7.5 million in TOB Floaters to unaffiliated money market funds and $2.5 million in TOB Residuals. The Fund will
typically hold the $2.5 million TOB Residuals, receiving income from the deposited bonds, minus the fees associated with operating
the TOB trust and interest payable on the TOB Floaters. The Fund will also receive $7.5 million in cash from the sale of the TOB
Floaters to money market funds (or other purchaser of the TOB Floaters). This cash will then be invested in additional municipal
securities. In such example, not accounting for fees, the Fund would include $17.5 million in its calculation of Managed Assets
(which amount includes the Fund’s exposure to the bonds deposited into the TOB Issuer as well as the cash received from the
sale of TOB Floaters as may be used to purchase additional securities).

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RiverNorth can confirm
that none of the tender offer bond program fees are received by the Adviser or any affiliate of the Adviser.

 6. On page iii, in Limited Term and Eligible Tender Offer, the disclosure states that the
Fund “may extend the Termination Date: (i) once for up to one year…and (ii) once for up to an additional six months…
in each case upon the affirmative vote of a majority of the Board of Directors and without the approval of the holders of the Common
Shares… .” Will the Common Shareholders receive notice of any such extensions? Please disclose.

Response:	The Fund confirms that Common
Shareholders will receive notice of any extensions of the Termination Date and the Prospectus has been revised to include this
disclosure.

 7. Please bold the disclosure on page iv in Dividends and Distributions stating “There
is no assurance the Fund will make regular monthly distributions or that it will do so at a particular rate.” Please also
bold the entire next paragraph, beginning “From time to time… .”

Response:	The Prospectus has been revised
as requested.

Prospectus—Prospectus Summary

 8. At the top of page 5, the disclosure states “The Fund may at times establish hedging positions,
which may include short sales… .” Please confirm that fees associated with short sales are presented in the fee table.
Please also inform us where in the fee table these fees are shown.

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

 9. On page 6, in Investment Philosophy and Process, please explain what “discount
and premium spreads” are and what “mean reversion investing” is.

Response:	The Prospectus has been revised
to add disclosure explaining “discount and premium spreads.” The Fund respectfully believes that the disclosure under
“Statistical Analysis (Mean Reversion)” adequately explains the concept of “mean reversion investing.”

 10. In the Prospectus Summary, please include a brief, but prominent, statement that the Fund has
elected to be subject to the Maryland Control Share Acquisition Act.

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Response:	The Fund has not elected to be
subject to the Maryland Control Share Acquisition Act.

Prospectus—Summary
of Fund Expenses

 11. On page 16, in footnote 4 to the fee table, the disclosure states “the Fund (and not the
Adviser) will be responsible for certain additional fees and expenses, which are reflected in the table above, that are not covered
by the unified management fee.” It is unclear where these expenses are presented in the fee table. Please include an “Other
Expenses” caption in the table to reflect these costs.

Response:	The above-referenced expenses
(i.e., those not covered by the unified management fee) are represented in the Fee Table under “Leverage costs”
and “Acquired fund fees and expenses.”

 12. Footnote 8 shows Fund expenses if it does not utilize leverage. The disclosure in the footnote
states “[f]or purposes of the assumption [that the Fund will use leverage], all leverage used is in the form of proceeds
from tender option bond transactions and bank borrowings.” In the first paragraph on page 2, in Principal Investment Strategies
and Policies, the disclosure states “the Fund will seek to invest at least 50% of its total assets either directly (and
indirectly through tender option bond transactions)… [emphasis added].” Because the Fund intends to use tender
option bonds as a principal investment strategy, and therefore incur leverage, please delete this footnote and the accompanying
table.

Response:	The Fund respectfully believes
that the disclosure in Footnote 8 is relevant disclosure for the fee table. While the Fund intends to utilize tender offer bond
transactions as a principal source of leverage, there can be no assurance that this strategy will be available to the Fund at all
times and at any particular percentage.

Prospectus—Investment
Philosophy and Process

 13. On page 41, in Municipal Bond Income Strategy, you provide a brief description of the
types of analyses the Subadviser performs when making allocations to particular municipal bonds. Given the disruptions caused by
COVID-19 and responses to it, as well as instances of social unrest in various areas throughout the country, and with a view to
enhanced strategy and risk disclosure, please tell us more about your investment analysis. For example:

 · Have recent events caused the Adviser to rethink the data and models it historically relied
on when making investment decisions?

 · Does the Adviser believe historical investment trends and data relationships will continue,
and if not, how is the Adviser repositioning its analyses in response?

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 · Have recent events changed the Adviser’s overall comfort level with certain allocation
types?

These are examples only. Our comment
seeks to understand how recent events affect your investment operations and process as this may affect the Fund’s investments
in a way that should be reflected in your disclosure. Please explain and revise as necessary.

Response:	In regard to the impact
of COVID-19 and other recent events on its management of the Municipal Bond Income Strategy, the Subadviser provides the following:

The municipal market by its nature
is very dynamic and fragmented into many segments. The disruptions caused by COVID-19 have been felt across all the municipal sectors.
We believe our current data and models are still relevant, and in fact have proven beneficial in reviewing our obligors that we
own and that we evaluate to purchase. Our current analysis of understanding policy at the federal level and at the state level
and incorporating that into our investment process helped our portfolios greatly during the last 10 months. In addition, our focus
on liquidity across all of our obligors has proven to be extremely valuable. While our analysis overall has not changed, we would
say that policy and liquidity have an increased emphasis.

Prospectus—Risks

 14. Please consider the need to include additional risk disclosure addressing the impacts pandemics,
climate change, and/or social unrest may have on state and municipal tax bases, budgets, and ability to service debt.

Response:	The Prospectus has been revised
to add additional risk disclosure as requested.

Prospectus—Dividends and Distributions

 15. On page 58, in the second paragraph, the disclosure states “At times, to maintain a stable
level of distributions, the Fund may pay out less than all of its net investment income or pay out accumulated undistributed income,
or return capital, in addition to current net investment income.” To the extent the Fund anticipates that it will not distribute
90% of its net investment income in a taxable year, please explain in this section the tax consequences of such event.

Response:	 The Fund anticipates that it
will distribute 90% of its net investment income in each taxable year.

Statement
of Additional Information

 16. On page 2, in Investment Restrictions, the disclosure in restriction #4 concerning concentration
states “this limitation shall not apply to municipal securities other than those municipal securities backed principally
by the assets and revenues of nongovernmental users.” Please explain to us supplementally the types of municipal securities
this language is referring to.

    - 5 -

Response:	For purposes of industry concentration,
obligations issued or guaranteed by the U.S. Government or its agencies and instrumentalities; tax-exempt obligations of state
or municipal governments and their political subdivisions; and tax-exempt securities issued by states, municipalities and their
political subdivisions are not considered to be part of any industry unless their payments of interest and/or principal are dependent
upon revenues derived from projects, rather than the general obligations of the municipal issuer. Examples include private activity
and revenue bonds or municipal securities backed principally from the assets or revenues of non-governmental users. Municipal securities
that are backed principally by the assets and revenues of nongovernmental users fall into some of the following sectors: Hospitals;
Toll Roads; Tobacco; Dedicated Tax; Higher Education; Water/Sewer; Charter Schools; Public Power; Airports; Incremental Tax; Student
Loans; Nursing Homes; Ports; Resource Recovery; Single-Family; Multi-Family; Life Care; Industrial Development Revenue; and Appropriation.

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Pursuant
to our conversations with the Staff, the Fund would also like to call your attention to certain changes to the Fund as reflected
in Pre-Effective Amendment No. 1 to the Registration Statement filed concurrently with this letter regarding the Fund’s
intentions to implement an open-market common share repurchase plan (hereinafter, the “Repurchase Plan”). As
set forth in Pre-Effective Amendment No. 1 to the Registration Statement, during a defined period beginning on the fifth business
day following the date on which the Fund’s 45 day overallotment period terminates, the Repurchase Plan will provide for
the Fund to repurchase shares of its common stock in the open market on any trading day when such shares are trading at a discount
of [ ]% or more from the shares’ closing net asset value on the prior trading day. The Fund believes that timing for the
commencement of the Repurchase Plan is consistent with written guidance from the Staff.1
Furthermore, the Fund notes that the Staff has approved recent closed-end funds organized
as business development companies that have initiated repurchase plans without regard to a specific number of days following the
termination of its applicable overallotment period.2 As set forth in
Pre-Effective Amendment No. 1 to the Registration Statement, the Repurchase Plan is subject to the applicable
conditions under Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and Regulation M, on an ongoing basis.

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 1 See Question 11 under Division of Trading and Markets: Answers to Frequently Aske