SecProbe.io

CORRESP
 1
 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
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.

 1

 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

 3

CORRESP
 1
 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 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 via telephone on March 7, 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. 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.

 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

CORRESP
1
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

February 18, 2025

VIA
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Lauren Hamilton and Lisa Larkin

 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 and Ms. Larkin:

This
letter responds to the staff’s comments that you provided via telephone on November 5, 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. Please
                                         describe the discrepancy between the asset coverage ratio with respect to tender option
                                         bond transactions listed on page 13 of the Prospectus and such ratio listed in the Fund’s
                                         Form N-CSR.

The
Fund respectfully notes that the asset coverage disclosed in the Fund’s Financial Highlights were inadvertently included
in the Fund’s annual report and will be removed in future shareholder reports .

 2. Please
                                         ensure that the Fund’s Form N-CSR filing is hyperlinked in all locations.

The
Fund confirms that the Form N-CSR filing will be hyperlinked in all locations in the Revised Registration Statement.

    1

 3. With
                                         respect to the Fee Table that is incorporated by reference to the Fund’s Form N-CSR,
                                         please revise the first sentence of the disclosure in footnote 5, which appears to be
                                         missing language related to TOBs.

The
Fund will revise the disclosure accordingly in the Revised Registration Statement:

“Interest
and fees on leverage in the table reflect the cost to the Fund of and TOB transactions, expressed as a percentage
of the Fund’s net assets as of June 30, 2024.”

 4. 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 Investment Company
Act of 1940. 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.

DISCLOSURE
Comments

 5. 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

2

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

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 Lisa Larkin

 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 and Ms. Larkin:

This letter responds
to the staff’s comments that you provided via telephone on September 10, 2024 and September 13, 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. 0001398344-24-017533). 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.

 5. The first paragraph of the “Use of Leverage” section beginning on page 12 states the following: “The Fund currently
anticipates that leverage will be obtained through the use of proceeds received from tender option bond transactions.” However,
the third paragraph of the same section states that the Fund “currently anticipates that leverage will be obtained through borrowings
from banks or other financial institutions and the use of proceeds received from tender option bond transactions.” Please consolidate
these statements or explain why they both are appropriate.

The Registrant confirms that the first sentence referenced above
has been removed from the Revised Registration Statement so that the disclosure indicates that the Fund currently anticipates that leverage
will be obtained through borrowings from banks or other financial institutions and the use of proceeds received from tender option bond
transactions.

DISCLOSURE
Comments

 6. Page 7 of the Prospectus discusses MMD Rate Locks. Please provide a more comprehensive discussion in the Registration Statement
regarding how MMD Rate Locks work, the parties involved and the risks.

The Fund has revised the
above-referenced disclosure as follows in the Revised Registration Statement:

“The Fund may also
purchase and sell municipal market data rate locks (“MMD Rate Locks”). An MMD Rate Lock permits the Fund to lock in a specified
municipal interest rate for a portion of its portfolio to preserve a return on a particular investment or a portion of its portfolio as
a duration management technique or to protect against any increase in the price of securities to be purchased at a later date. By using
an MMD Rate Lock, the Fund can create a synthetic long or short position, allowing the Fund to select what the manager believes is an
attractive part of the yield curve. The Fund will ordinarily use these transactions as a hedge or for duration or risk management although
it is permitted to enter into them to enhance income or gain or to increase the Fund’s yield, for example, during periods of steep
interest rate yield curves (i.e., wide differences between short term and long term interest rates). An MMD Rate Lock is a contract between
the Fund and an MMD Rate Lock provider pursuant to which the parties agree to make payments to each other on a notional amount, contingent
upon whether the Municipal Market Data AAA General Obligation Scale is above or below a specified level on the expiration date of the
contract. For example, if the Fund buys an MMD Rate Lock and the Municipal Market Data AAA General Obligation Scale is below the specified
level on the expiration date, the counterparty to the contract will make a payment to the Fund equal to the specified level minus the
actual level, multiplied by the notional amount of the contract. If the Municipal Market Data AAA General Obligation Scale is above the
specified level on the expiration date, the Fund will make a payment to the counterparty equal to the actual level minus the specified
level, multiplied by the notional amount of the contract.”

    2

The Fund confirms that
disclosure regarding the risks associated with MMD Rate Locks was added to the Fund’s June 30, 2024 annual report and is incorporated
by reference into the Prospectus in the Revised Registration Statement.

 7. Page 12 of the Prospectus discusses the BNP Credit Agreement. Please file such agreement as an exhibit
to the Registration Statement.

The Fund confirms that
it has filed the BNP Credit Agreement as an exhibit to the Revised Registration Statement.

 8. 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 or forward 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.

 9. 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.

    3

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

4

CORRESP
1
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

February
21, 2024

VIA
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Lauren Hamilton and Christopher R. Bellacicco

 Re: RiverNorth Managed Duration Municipal Income Fund II, Inc. (the “Fund” or the “Registrant”) (File Nos. 333-274452; 811-23713); Response to Examiner Comments on N-2

Dear
Ms. Hamilton and Mr. Bellacicco:

This
letter responds to the staff’s comments that you provided via telephone on January 8, 2024, January 18, 2024 and January
22, 2024, in connection with your review of Pre-Effective Amendment No. 1 under the Securities Act of 1933, as amended, and Amendment
No. 5 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. These follow-up comments and responses also relate
to the comment response letter filed by the Fund concurrently with the Registration Statement on December 22, 2023 (the “Comment
Letter”). 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. Footnote
                                         5 has changed to indicate that the tender option bond (“TOB”) amount reflects
                                         the percentage of managed assets attributable to such leverage averaged over the year
                                         ended June 30, 2023, and a weighted average interest rate (emphasis added). Please supplementally
                                         explain why the higher amount of TOBs outstanding at June 30, 2023 was not reflected
                                         in the table. Further, please supplementally explain if the year-end interest rate for
                                         the TOB was materially different from the weighted average interest rate throughout the
                                         year.

    1

The
Registrant notes that given the fluctuation in the TOB leverage utilized throughout any given year and the unpredictability of
future market interest rates, including the Securities Industry and Financial Markets Association (“SIFMA”) Municipal
Swap Index rate that is utilized in the calculation of TOB interest rates, the Fund believes it is appropriate to utilize the
actual leverage expenses incurred in the previous year as presented in the Financial Highlights in the Annual Report in the fee
table and note the actual weighted average interest rate on the TOBs in Footnote (5) of the fee table. In addition, 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.

 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.

DISCLOSURE
COMMENTS

 3. The
Staff notes that the use of “Under normal market conditions” in the second sentence under the “Municipal Bond
Income Strategy” section on page iv of the Prospectus is inconsistent with the Fund’s concentration policy as disclosed
in the Statement of Additional Information. Please remove.

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

 4. Please
remove “(as a percentage of offering price)” under the Annual Expenses table on page 16.

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

 5. Under
the Market and Net Asset Value Information section, please include the information for the quarter ended December 31, 2023 in
the table.

The
Registrant has revised the disclosure accordingly.

 6. In
reference to response 14.a included in the Comment Letter:

 a. Please
supplementally explain if the “Pooled Investment Vehicles” or shareholders of such vehicles will be affiliates of
the Fund? If so, please explain why this would not raise affiliated transaction concerns.

 b. Please
supplementally explain whether the Fund anticipates high demand for the contemplated in-kind exchange program by “Pooled
Investment Vehicle” shareholders and why a “Pooled Investment Vehicle” would participate in the contemplated
in-kind exchange program.

    2

 c. Please
confirm that the contemplated in-kind exchange program will not be to the detriment of shareholders of the Fund and will not be
primarily for the benefit of the shareholder offering shares of the “Pooled Investment Vehicle” and participating
in the contemplated in-kind exchange program.

 a. The
                                         Fund confirms that such Pooled Investment Vehicles (as defined in the Comment Letter)
                                         or shareholders of such Pooled Investment Vehicles will not be affiliates of the Fund
                                         as defined in the 1940 Act and that any such transactions would comply with Section 17
                                         of the 1940 Act.

 b. Although
                                         it is difficult to forecast the demand for the contemplated in-kind exchange program,
                                         the Fund believes that there could be robust demand given the potential benefits. For
                                         example, the shareholder exchanging shares of a Pooled Investment Vehicle for shares
                                         of the Fund may benefit from the Adviser’s opportunistic, active management of
                                         the Fund. Such shareholders may also receive a more diversified portfolio relative to
                                         the portfolio of the Pooled Investment Vehicle. In addition, many Pooled Investment Vehicles
                                         have relatively low or no liquidity in the secondary market, and a shareholder of a Pooled
                                         Investment Vehicle could potentially avoid additional discount widening or other adverse
                                         market impacts by utilizing the contemplated in-kind exchange program. Shareholders with
                                         unrealized losses in existing Pooled Investment Vehicles may also experience tax benefits
                                         by participating in the contemplated in-kind exchange program.

 c. The
                                         Registrant confirms that the contemplated in-kind exchange program will not be to the
                                         detriment of shareholders of the Fund and will not be primarily for the benefit of the
                                         shareholder offering shares of the “Pooled Investment Vehicle” and participating
                                         in the contemplated in-kind exchange program.

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

CORRESP
1
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

December 22, 2023

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission (the “Commission”)

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lauren Hamilton and Christopher R. Bellacicco

Re: RiverNorth Managed Duration Municipal Income Fund II, Inc. (the
“Fund” or the “Registrant”) (File Nos. 333-274452; 811-23713); Response to Examiner Comments on N-2

Dear Ms. Hamilton and Mr. Bellacicco:

This letter responds to the staff’s
comments that you provided via telephone on October 12, 2023 and October 13, 2023, 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

 1. The Staff notes that the Fund’s annual report as of the fiscal year ended June 30, 2022 states:

“RiverNorth (and not the Fund) has
agreed to pay all of the Fund's organizational and offering costs. As a result, organizational expenses and offering costs are not reflected
in the Fund's financial statements. The Fund is not obligated to repay any such organizational expenses or offering costs paid by RiverNorth.”

The Staff also notes that the Fund’s
annual report as of the fiscal year ended June 30, 2023 includes a line item for “Deferred offering costs” on the Statement
of Assets and Liabilities. Please supplementally explain this line item given the statement included in the Fund’s annual report
as of the fiscal year ended June 30, 2022.

    1

The Registrant confirms that the organizational expenses and
offering costs for the Fund’s initial public offering were paid by RiverNorth and notes that the “Deferred offering costs”
included on the Statement of Assets and Liabilities in the annual report as of the fiscal year ended June 30, 2023 represent prepaid offering
costs for the Fund’s current shelf and ATM offering.

 2. The Prospectus states that the Fund treats investments in TOB Residuals issued by a tender option bond trust as derivatives in
compliance with Rule 18f-4 under the 1940 Act. However, the Staff notes that the Fund’s Financial Highlights show the asset coverage
ratios with respect to floating rate obligations. Please supplementally confirm how the Fund is treating the TOB transactions.

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 will be removed in future shareholder reports.

 3. The Staff notes that the Fund’s expense structure appears to be a unitary fee structure whereby the Adviser is obligated
to pay service providers on behalf of the Fund. Please supplementally describe if the Adviser is current with all payments to the Fund’s
service providers. Additionally, please supplementally describe if the agreements filed with the Commission contain provisions whereby
the Fund is contractually obligated to pay such service providers.

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.

 4. The Staff notes that the leverage costs included in the fee table are consistent with the average floating rate obligations throughout
the year ended June 30, 2023 and the daily weighted average interest rate, while the fee table indicates it is based on interest rates
in effect at June 30, 2023. Please update the footnote to align with the information included in the fee table. Please also supplementally
explain how the higher obligations outstanding at June 30, 2023 and the interest rate in effect at June 30, 2023 are incorporated into
the fee table and if a higher amount of leverage cost should be reflected in the fee table. Please revise the fee table as appropriate.

    2

The Registrant confirms the fee table will be updated, as applicable,
in the Revised Registration Statement.

 5. Please update the table under footnote 8 of the fee table, as appropriate, to include the “Other Expenses” line item.

The Fund will update the disclosure accordingly.

 6. The Staff notes that the following sentence is included under the Effects of Leverage section on page 32 of the Prospectus: “Assuming
the Fund’s leverage costs remain as described above (at an assumed annual cost of 3.14% of the principal amount outstanding) the
annual return that the Fund’s portfolio must experience (net of expenses) in order to cover its leverage costs would be 1.25%.”
Please supplementally explain this sentence.

The Registrant notes that the calculation of the 1.25% return
is the assumed cost of leverage multiplied by the leverage ratio (3.14% * 40%). In a similar vein, if the Fund has a return of 1.25% on
Managed Assets and incurs a cost of leverage of 3.14% on 40% of managed assets, then the net return is zero. “Managed Assets”
means the total assets of the Fund, including assets attributable to leverage, minus liabilities (other than debt representing leverage
and any preferred stock that may be outstanding).

DISCLOSURE

 7. Please update the following sentence to a more recent date: “The net asset value of the Fund’s common stock on June
30, 2023 was $17.24 per share, and the last sale price of the Fund’s common stock on the NYSE on such date was $16.04.”

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

 8. Please remove “(as a percentage of offering price)” from the fee table.

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

 9. The Staff notes the following sentence included in the fee table: “The expenses shown in the table under “Other Expenses”
and “Total Annual Expenses” are based in part on estimated amounts for the Fund’s 12 months of operations after June
30, 2023, unless otherwise indicated and assumes that the Fund has not issued any additional Common Shares.” Please supplementally
discuss what the estimated amounts were based on.

The Fund confirms that the figures
included in the Fee Table are based on the Fund’s capital structure as of June 30, 2023, and accordingly, the above-referenced
disclosure has been removed from the Revised Registration Statement.

    3

 10. Please confirm if the Fund has taken actions to reduce any discount and briefly describe the effects of the measures taken, as
applicable, under the Market and Net Asset Value Information section as required by Item 8.5 on Form N-2.

The Fund confirms that it has not yet taken actions to reduce
any discount. The Fund will add the following disclosure under the Market and Net Asset Value Information section of the Revised Registration
Statement:

In recognition of the possibility that Common Shares might trade
at a discount to NAV, the Board of Directors may consider one or more actions that might be taken to seek to reduce or eliminate any material
discount from NAV in respect of Common Shares, which may include the repurchase of such shares in the open market or in private transactions,
the making of a tender offer for such shares or the conversion of the Fund to an open-end investment company. The Board of Directors may
decide not to take any of these actions in the future. In addition, there can be no assurance any of these actions, or others, if undertaken,
will reduce market discount. See “Repurchase of Shares,” “Conversion to Open-End Fund” and “Limited Term
and Eligible Tender Offer.”

 11. Under the Market and Net Asset Value Information section:

 a. Please include the information for September 30, 2023 in the table.

 b. Please also update the following sentence as of a more recent date: “The last reported sale price, net asset value per share
and percentage discount to net asset value per share of the common shares as of June 30, 2023 were $16.04, $17.24, and - 6.96%, respectively.
As of that same date, the Fund had 8,455,000 common shares outstanding and net assets of the Fund were $145,746,116.

The Registrant has revised the disclosure accordingly.

 12. Please update the following sentence as of a more recent date: “As of February 28, 2023, RiverNorth managed approximately
$5.106 billion for registered open-end management investment companies, registered closed-end management investment companies and private
investment vehicles.”

The Registrant has revised the disclosure accordingly.

 13. Please confirm and add, as applicable, the following sentence under the “Description of the Fund’s Securities—Common
Stock” section: “The Common Shares issued in the offering are fully paid and non-assessable.”

The Registrant has revised the disclosure accordingly.

    4

 14. The Staff notes the following sentence on page 90 of the Prospectus: “In addition to cash purchases, the Fund may allow Securities
to be purchased by tendering payment in-kind in the form of shares of stock, bonds or other securities, including shares of other investment
companies.

 a. Please supplementally explain the details of such in-kind sales.

 b. Please supplementally explain whether investors may redeem such purchases in-kind and describe this process.

 a. In addition to cash purchases, the Fund intends to offer the opportunity for investors to acquire newly
issued shares of the Fund by exchanging shares of a pre-approved “Pooled Investment Vehicle” for shares of the Fund. The “Pooled
Investment Vehicles” offered for exchange must be consistent with the Fund’s investment strategy and meet certain other parameters
set by the Adviser. Such parameters may include, but are not limited to, (i) a minimum underlying fund asset size, (ii) an acceptable
premium/discount to net asset value level, and (iii) acceptable institutional ownership. In-kind purchases would also be limited by regulatory
constraints on the Fund’s (combined with the Fund’s affiliates) total aggregated ownership. The Adviser reserves the right
to refuse, limit or prorate any request to purchase the Fund’s shares in-kind. Examples of “Pooled Investment Vehicles”
include closed-end funds, business development companies and related securities. The Adviser currently expects that in-kind purchases
for the Fund would be limited to in-kind exchanges for shares of other municipal closed-end funds.

 b. It is not anticipated that the Fund would allow for in-kind redemptions as closed-end funds typically do not have a redemption feature
as shares are either sold on the secondary market or sold back to the fund through a tender offer or share repurchase program. The Fund
confirms that any tender offers or share repurchases would be cash transactions.

 15. In reference to the use of “stabilizing bids” on page 92 of the Prospectus:

 a. Please disclose whether such stabilizing bids will occur within 60 days of the offering and what would
trigger an underwriter to place such stabilizing bid.

 b. Please also supplementally explain how this activity will comply with the anti-manipulation provisions of Rule 102 and Rule 104
of Regulation M or explain why such activity is permitted under Regulation M.

 a. The Registrant has included the following language in the Revised Registration Statement to disclose the type of transactions in which
an underwriter may engage in accordance with Regulation M under the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”) and the timing of such transactions:

    5

Any underwriter may engage in overallotment, stabilizing transactions,
short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

 · Overallotment involves sales in excess of the offering size, which create a short position.

 · Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified
maximum price. Stabilizing transactions may occur when the demand for the shares of an offering is less than expected.

 · Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the overallotment
option or in the open market after the distribution is completed, to cover short positions.

 · Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer
are purchased in a stabilizing or covering transaction to cover short positions.

Any underwriters that are qualified market makers on the NYSE may
engage in passive market making transactions in our shares on NYSE in accordance with Regulation M under the Exchange Act, during the
business day prior to the pricing of the offering, before the commencement of offers or sales of our shares. Passive market makers must
comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker
must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below
the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits
are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail
in the open market and, if commenced, may be discontinued at any time.

 b. The Registrant confirms that any stabilizing activity utilized by an underwriter will be in accordance with Regulation M under the
Exchange Act. In addition, the Registrant confirms that tailored disclosure specific to the underwriter used in any offering requiring
a supplement will be included within the applicable Prospectus Supplement.

 16. Please include the disclosure required under Rule 481(e) of the Securities Act of 1933, as amended, or explain why such disclosure
is not necessary.

    6

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

 17. Please update the following sentence on the cover page of the Statement of Additional Information to include references to subscription
rights to purchase preferred shares and common and preferred shares: “This Statement of Additional Information (“SAI”)
relates to the Fund’s (i) shares of common stock, $0.0001 par value per share (the “Common Shares” and holders of such
Common Shares, “Common Shareholders”), (ii) shares of preferred stock (the “Preferred Shares”) and (iii) subscription
rights to purchase Common Shares (“Rights” and, together with the Common Shares and Preferred Shares, “Securities”)”

The Registrant has revised the disclosure accordingly.

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

    7

CORRESP
1
filename1.htm

December 27, 2021

Via EDGAR Correspondence Filing

Christopher R. Bellacicco

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

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

    File Nos. 333-257627, 811-23713

Dear Mr. Bellacicco:

We have received your comments presented in your letter
dated August 2, 2021 regarding the registration statement on Form N-2 for the above captioned Fund as filed with the Securities and Exchange
Commission on July 2, 2021 (the “Registration Statement”). This letter serves to respond to your comments. 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. Capitalized
terms not defined herein shall have the meanings ascribed to such terms in the Registration Statement.

Prospectus – Cover Page

 1. The paragraph on page iii following the footnotes to the offering table states that the Fund, or the
Underlying Funds in which the Fund invests, may invest in below investment grade securities. Please disclose the rating for which the
Fund considers a security to be below investment grade.

Response:
The Prospectus has been revised as requested.

Prospectus – Prospectus Summary

 2. Investment Philosophy and Process (page 9). The third paragraph on this page notes that the
Subadviser “may give consideration to certain environmental, social and governance criteria.” The final paragraph on page
21 includes similar disclosure. The staff notes that the second full paragraph on page 27 identifies such criteria. Please consider consolidating
this disclosure or including with the disclosure on pages 9 and 21 a cross reference to the ESG criteria discussed on page 27.

Response:	 The Prospectus has been revised as suggested.

Prospectus – Risks

 3. Legislation and Regulatory Risks (page 48). The second paragraph of this section states that
“[o]nce implemented, Rule 18f-4 will . . . potentially require the Fund to establish and maintain a comprehensive derivatives risk
management program and appoint a derivatives risk manager.” In light of the risk disclosure described elsewhere in the prospectus,
please consider removing the word “potentially,” as a derivatives risk management program and appointment of a derivatives
risk manager are requirements of new Rule 18f-4 for funds unable to rely on the limited derivatives users exception.

Response:	The Prospectus has been revised as requested.

Statement of Additional Information – Board
Members and Officers

 4. The staff notes that page 33 includes footnote (4), which discusses a second interested director. However,
there is no corresponding superscript in the table of directors on the preceding page. Please include a superscript as appropriate or
remove this footnote.

Response:	A superscript has been added to the table
of directors.

Statement of Additional Information – Proxy
Voting Guidelines

 5. Please disclose how the Fund (or the Adviser) will approach any relevant ESG proxy voting issues. Alternatively,
please explain in correspondence why the Fund and/or Adviser believes that such disclosure is not required.

Response:	The Fund does not believe disclosure
relating to ESG proxy voting issues is applicable to the Fund’s investment strategy. The ESG-related considerations apply only to
the Fund’s Municipal Bond Income Strategy (and not the Fund’s Tactical Municipal Closed-End Fund Strategy). Under such strategy,
the Subadviser does not expect any of the Fund’s investments (namely, municipal bonds) will contain voting rights for their investors
that are subject to such proxy voting considerations.

*   	*	   *	   *	   *	   *	   *	   *

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 -

August 2, 2021

VIA E-mail

Morrison C. Warren, Esq.
Chapman and Cutler LLP 111 West Monroe Street Chicago, IL 60603   Re: RiverNorth Managed Duration Municipal Income Fund II, Inc.   File Nos. 333-257627, 811-23713  Dear Mr. Warren:   On July 2, 2021, you filed an initial regist ration statement on Form N-2 on behalf of the
RiverNorth Managed Duration Municipal Income Fund II, Inc. (the “Fund” ), under the Securities
Act of 1933 (the “1933 Act”) and the Investment  Company Act of 1940 (the “1940 Act”).  We
have reviewed the registration statement and pr ovided our comments below.  Where a comment
is made with regard to disclosure in one loca tion, it is applicable to all similar disclosure
appearing elsewhere in the registration statement.   All capitalized terms not otherwise defined
herein have the meaning given to them in the registration statement.

PROSPECTUS

Cover Page

1. The paragraph on page iii following the footnot es to the offering table states that the
Fund, or the Underlying Funds in which th e Fund invests, may invest in below-
investment grade securities.  Please disclose  the rating for which the Fund considers a
security to be below investment grade.

Prospectus Summary

2. Investment Philosophy and Process (page 9).  The third paragraph on this page notes
that the Subadviser “may give considerati on to certain environmental, social and
governance criteria.”  The final paragraph on page 21 includes similar disclosure.  The
staff notes that the second full paragraph on page 27 identifies such criteria.  Please
consider consolidating this disclosure or including with the disclosure on pages 9 and
21 a cross reference to the ESG criteria discussed on page 27.

Mr. Warren, Esq.
August 2, 2021
Page 2

Risks

3. Legislation and Regulatory Risks (page 48).  The second paragraph of this section
states that “[o]nce implemented, Rule 18f-4  will . . . potentially require the Fund to
establish and maintain a comprehensive de rivatives risk management program and
appoint a derivatives risk manager.”  In light  of the risk disclosure described elsewhere
in the prospectus, please consider removing th e word “potentially,” as  a derivatives risk
management program and appointment of a derivatives risk manager are requirements
of new Rule 18f-4 for funds unable to rely  on the limited derivatives users exception.

STATEMENT OF ADDITIONAL INFORMATION

Board Members and Officers

4. The staff notes that page 33 includes footnote (4), which di scusses a second interested
director.  However, there is no corresponding su perscript in the tabl e of directors on the
preceding page.  Please include a superscript as appropriate or remove this footnote.

Proxy Voting Guidelines

5. Please disclose how the Fund (or the Advi ser) will approach any relevant ESG proxy
voting issues.  Alternatively, please expl ain in correspondence why the Fund and/or
Adviser believes that such disclosure is not required.

*  *  *

We note that portions of the filing are incomp lete.  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 info rmation supplied in your response letter, or on exhibits added in
any pre-effective amendments.                A response to this letter should be  in the form of a pre-eff ective amendment filed pursuant
to Rule 472 under the 1933 Act.  The pre-effective amendment filing should be accompanied by a supplemental letter that include s your responses to each of these comments.  Where no change
will be made in the filing in response to a comment, please indicate this fact in your
supplemental letter and briefly st ate the basis for your position.
            We remind you that the company a nd its management are responsible for the accuracy
and adequacy of their disclosures, notwithstandi ng any review, comments, action, or absence of
action by the staff.

Mr. Warren, Esq.
August 2, 2021
Page 3

Should you have any questions regarding this  letter, please contact me at (202) 551-
4716.         S i n c e r e l y ,          / s /  C h r i s t o p h e r  R .  B e l l a c i c c o          Christopher R. Bellacicco
Attorney-Adviser
 cc:  John C. Lee, Branch Chief   Christian T. Sandoe, Assistant Director