RiverNorth Flexible Municipal Income Fund II (RFMZ) CORRESP Correspondence with SEC

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