UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-23713
RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND II, INC.
(Exact name of registrant as specified in charter)
360 South Rosemary Ave., Suite 1420, West Palm Beach, Florida 33401
(Address of principal executive offices) (Zip code)
Marc L. Collins
360 South Rosemary Ave., Suite 1420, West Palm Beach, Florida 33401
(Name and address of agent for service)
Registrant's telephone number, including area code: (312) 832-1440
Date of fiscal year end: June 30
Date of reporting period: July 1, 2022 - June 30, 2023
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b 1-4 thereunder (17 CFR 270.30b 1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44U.S.C. § 3507.
Item 1 | Proxy Voting Record |
| |
| There were no votes for the period. |
| Investment Company Report |
| FEDERATED FUND | |
| Security | 31423P108 | | | | Meeting Type | Annual |
| Ticker Symbol | FMN | | | | Meeting Date | 09-Sep-2022 |
| ISIN | US31423P1084 | | | | Agenda | 935693805 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1. | DIRECTOR | Management | Split | Split | |
| | 1 | Maureen Lally-Green | | Split | Split | |
| | 2 | Thomas M. O'Neill | | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 49,029 | 0 | 08-Sep-2022 | 08-Sep-2022 |
| PIONEER MUNICIPAL HIGH INCOME ADVANTAGE | |
| Security | 723762100 | | | | Meeting Type | Annual |
| Ticker Symbol | MAV | | | | Meeting Date | 15-Sep-2022 |
| ISIN | US7237621005 | | | | Agenda | 935697916 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1.2 | Election of Director to serve until the third annual meeting: Lisa M. Jones | Management | Split | Split | |
| 1.3 | Election of Director to serve until the third annual meeting: Lorraine H. Monchak | Management | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 23,621 | 0 | 14-Sep-2022 | 14-Sep-2022 |
| DWS FUNDS | |
| Security | 23342Q101 | | | | Meeting Type | Annual |
| Ticker Symbol | KSM | | | | Meeting Date | 23-Sep-2022 |
| ISIN | US23342Q1013 | | | | Agenda | 935702313 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1. �� | DIRECTOR | Management | Split | Split | |
| | 1 | Chad D. Perry | | Split | Split | |
| | 2 | Catherine Schrand | | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 74,587 | 0 | 22-Sep-2022 | 22-Sep-2022 |
| NUVEEN INTER DURATION MUN TERM FD | |
| Security | 670671106 | | | | Meeting Type | Special |
| Ticker Symbol | NID | | | | Meeting Date | 12-Oct-2022 |
| ISIN | US6706711065 | | | | Agenda | 935692396 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1. | To approve an amendment to Nuveen Intermediate Duration Municipal Term Fund's Declaration of Trust that would eliminate the provision requiring the automatic termination of the fund on March 31, 2023. | Management | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 32,018 | 0 | 11-Oct-2022 | 11-Oct-2022 |
| NUVEEN INTER DUR QLTY MUNI TERM FD | |
| Security | 670677103 | | | | Meeting Type | Special |
| Ticker Symbol | NIQ | | | | Meeting Date | 12-Oct-2022 |
| ISIN | US6706771036 | | | | Agenda | 935692409 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1. | To approve an amendment to Nuveen Intermediate Duration Quality Municipal Term Fund's Declaration of Trust that would eliminate the provision requiring the automatic termination of the fund on June 30, 2023. | Management | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 933 | 0 | 11-Oct-2022 | 11-Oct-2022 |
| LEGG MASON | |
| Security | 95766M105 | | | | Meeting Type | Annual |
| Ticker Symbol | MMU | | | | Meeting Date | 21-Oct-2022 |
| ISIN | US95766M1053 | | | | Agenda | 935713215 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1.1 | Election of Class II Director to serve until the 2025 Annual Meeting: Daniel P. Cronin | Management | Split | Split | |
| 1.2 | Election of Class II Director to serve until the 2025 Annual Meeting: Eileen A. Kamerick | Management | Split | Split | |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as the Fund's independent registered public accountants for the fiscal year ending May 31, 2023. | Management | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 280,436 | 0 | 20-Oct-2022 | 20-Oct-2022 |
| NUVEEN CALIFORNIA QUALITY MUNI INC FD | |
| Security | 67066Y105 | | | | Meeting Type | Annual |
| Ticker Symbol | NAC | | | | Meeting Date | 18-Nov-2022 |
| ISIN | US67066Y1055 | | | | Agenda | 935721363 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1a. | DIRECTOR | Management | Split | Split | |
| | 1 | Judith M. Stockdale | | Split | Split | |
| | 2 | Carole E. Stone | | Split | Split | |
| | 3 | Margaret L. Wolff | | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 211,072 | 0 | 17-Nov-2022 | 17-Nov-2022 |
| NUVEEN OHIO QUALITY MUNICIPAL INCOME FD | |
| Security | 670980101 | | | | Meeting Type | Annual |
| Ticker Symbol | NUO | | | | Meeting Date | 18-Nov-2022 |
| ISIN | US6709801012 | | | | Agenda | 935721363 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1a. | DIRECTOR | Management | Split | Split | |
| | 1 | Judith M. Stockdale | | Split | Split | |
| | 2 | Carole E. Stone | | Split | Split | |
| | 3 | Margaret L. Wolff | | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 40,515 | 0 | 17-Nov-2022 | 17-Nov-2022 |
| NUVEEN CALIFORNIA MUNICIPAL VALUE FD INC | |
| Security | 67062C107 | | | | Meeting Type | Annual |
| Ticker Symbol | NCA | | | | Meeting Date | 18-Nov-2022 |
| ISIN | US67062C1071 | | | | Agenda | 935721387 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1b. | DIRECTOR | Management | | | |
| | 1 | William C. Hunter | | For | For | |
| | 2 | Judith M. Stockdale | | For | For | |
| | 3 | Carole E. Stone | | For | For | |
| | 4 | Margaret L. Wolff | | For | For | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 72,898 | 0 | 31-Oct-2022 | 31-Oct-2022 |
| PIMCO CALIFORNIA MUNICIPAL INCOME FD III | |
| Security | 72201C109 | | | | Meeting Type | Annual |
| Ticker Symbol | PZC | | | | Meeting Date | 16-Dec-2022 |
| ISIN | US72201C1099 | | | | Agenda | 935734485 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1.1 | Election of Trustee: Alan Rappaport | Management | Split | Split | |
| 1.2 | Election of Trustee: Kathleen McCartney | Management | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 61,532 | 0 | 15-Dec-2022 | 15-Dec-2022 |
| PIMCO NY MUNICIPAL INCOME FD II | |
| Security | 72200Y102 | | | | Meeting Type | Annual |
| Ticker Symbol | PNI | | | | Meeting Date | 16-Dec-2022 |
| ISIN | US72200Y1029 | | | | Agenda | 935734500 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1.1 | Election of Trustee: Deborah DeCotis | Management | Split | Split | |
| 1.2 | Election of Trustee: Kathleen McCartney | Management | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 100,759 | 0 | 15-Dec-2022 | 15-Dec-2022 |
| PIMCO NY MUNICIPAL INCOME FUND | |
| Security | 72200T103 | | | | Meeting Type | Annual |
| Ticker Symbol | PNF | | | | Meeting Date | 16-Dec-2022 |
| ISIN | US72200T1034 | | | | Agenda | 935734500 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1.1 | Election of Trustee: Deborah DeCotis | Management | Split | Split | |
| 1.2 | Election of Trustee: Kathleen McCartney | Management | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 13,580 | 0 | 15-Dec-2022 | 15-Dec-2022 |
| NUVEEN OHIO QUALITY MUNICIPAL INCOME FD | |
| Security | 670980101 | | | | Meeting Type | Special |
| Ticker Symbol | NUO | | | | Meeting Date | 08-Feb-2023 |
| ISIN | US6709801012 | | | | Agenda | 935754223 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1. | To approve an Agreement and Plan of Merger pursuant to which Nuveen Ohio Quality Municipal Income Fund (the "Target Fund") would be merged with and into NMCIF Merger Sub, LLC, a Massachusetts limited liability company and wholly-owned subsidiary of Nuveen Municipal Credit Income Fund (the "Acquiring Fund"), with the issued and outstanding common and preferred shares of the Target Fund being converted into newly issued common and preferred shares of the Acquiring Fund. | Management | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 40,515 | 0 | 07-Feb-2023 | 07-Feb-2023 |
| DTF TAX-FREE INCOME FUND INC. | |
| Security | 23334J107 | | | | Meeting Type | Annual |
| Ticker Symbol | DTF | | | | Meeting Date | 06-Mar-2023 |
| ISIN | US23334J1079 | | | | Agenda | 935758170 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1e. | DIRECTOR | Management | Split | Split | |
| | 1 | Mareilé B. Cusack | | Split | Split | |
| | 2 | David J. Vitale | | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 221,894 | 0 | 03-Mar-2023 | 03-Mar-2023 |
| NUVEEN GEORGIA QUALITY MUNICIPAL INC FD | |
| Security | 67072B107 | | | | Meeting Type | Annual |
| Ticker Symbol | NKG | | | | Meeting Date | 10-Mar-2023 |
| ISIN | US67072B1070 | | | | Agenda | 935753613 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1. | To approve an Agreement and Plan of Merger pursuant to which Nuveen Georgia Quality Municipal Income Fund (the "Target Fund") would be merged with and into NMCIF Merger Sub, LLC, a Massachusetts limited liability company and wholly-owned subsidiary of Nuveen Municipal Credit Income Fund (the "Acquiring Fund"), with the issued and outstanding common and preferred shares of the Target Fund being converted into newly issued common and preferred shares of the Acquiring Fund. | Management | Split | Split | |
| 2. | DIRECTOR | Management | Split | Split | |
| | 1 | Robert L. Young* | | Split | Split | |
| | 2 | Amy B. R. Lancellotta# | | Split | Split | |
| | 3 | John K. Nelson# | | Split | Split | |
| | 4 | Terence J. Toth# | | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 11,246 | 0 | 07-Feb-2023 | 09-Mar-2023 |
| ALLIANCEBERNSTEIN NAT MUNI INCOME FD INC | |
| Security | 01864U106 | | | | Meeting Type | Annual |
| Ticker Symbol | AFB | | | | Meeting Date | 29-Mar-2023 |
| ISIN | US01864U1060 | | | | Agenda | 935771281 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1.1 | Election of Class Two Director: Onur Erzan | Management | Split | Split | |
| 2. �� | To ratify the appointment of Ernst & Young LLP as the Fund's independent registered public accounting firm for the fiscal year ending October 31, 2023. | Management | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 163,241 | 0 | 28-Mar-2023 | 28-Mar-2023 |
| WESTERN ASSET INTERMEDIATE MUNI FUND | |
| Security | 958435109 | | | | Meeting Type | Annual |
| Ticker Symbol | SBI | | | | Meeting Date | 14-Apr-2023 |
| ISIN | US9584351095 | | | | Agenda | 935780850 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1.1 | Election of Class III Director to serve until the 2026 Annual: Daniel P. Cronin | Management | Split | Split | |
| 1.2 | Election of Class III Director to serve until the 2026 Annual: Nisha Kumar | Management | Split | Split | |
| 2. | To ratify the selection of PricewaterhouseCoopers LLP as the Fund's independent registered public accountants for the fiscal year ending November 30, 2023. | Management | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 48,526 | 0 | 13-Apr-2023 | 13-Apr-2023 |
| NUVEEN INTER DUR QLTY MUNI TERM FD | |
| Security | 670677103 | | | | Meeting Type | Annual |
| Ticker Symbol | NIQ | | | | Meeting Date | 08-May-2023 |
| ISIN | US6706771036 | | | | Agenda | 935816693 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1c. | DIRECTOR | Management | Split | Split | |
| | 1 | Robert L. Young* | | Split | Split | |
| | 2 | Amy B.R. Lancellotta** | | Split | Split | |
| | 3 | John K. Nelson** | | Split | Split | |
| | 4 | Terence J. Toth** | | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 62,457 | 0 | 05-May-2023 | 05-May-2023 |
| BNY MELLON STRATEGIC MUNICIPAL BD FD INC | |
| Security | 09662E109 | | | | Meeting Type | Annual |
| Ticker Symbol | DSM | | | | Meeting Date | 14-Jun-2023 |
| ISIN | US09662E1091 | | | | Agenda | 935860797 - Management |
| | | | | | | | | |
| Item | Proposal | | Proposed by | Vote | For/Against Management | |
| 1. | DIRECTOR | Management | Split | Split | |
| | 1 | Joan L. Gulley* | | Split | Split | |
| | 2 | Burton N. Wallack* | | Split | Split | |
| | | | | | | | | |
| Account Number | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| 997RV1U | RN MGD DUR MUNI INCOME FUND II | 997RV1U | STATE STREET BANK & TRUST CO | 14,147 | 0 | 13-Jun-2023 | 13-Jun-2023 |
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RiverNorth Managed Duration Municipal Income Fund II, Inc. |
| |
| /s/ Patrick W. Galley |
| By: | Patrick W. Galley |
| Title: | President and Chairman of the Board |
| | |
| Date: | August 18, 2023 |