Please wait

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