Seward & Kissel LLP
901 K Street, N.W.
Suite 800
Washington, D.C. 20001
Telephone: (202) 737-8833
Facsimile: (202) 737-5184
www.sewkis.com
September 8, 2016
VIA EDGAR CORRESPONDENCE
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Mr. Sonny Oh
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AB Municipal Income Fund II
Preliminary Proxy Statement on Schedule 14A
File No. 33-60560
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Dear Mr. Oh:
This letter responds to comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "SEC") on the proxy statement filed on
Schedule 14A (the "Proxy Statement") for AB Municipal Income Fund II (the
"Registrant"). The Proxy Statement, which was filed with the SEC on August 26,
2016, relates to the proposed liquidation of AB Michigan Portfolio (the
"Portfolio"), a series of the Registrant.
The Staff's comments were provided to me during our telephone conversation
on September 2, 2016. As the context requires, defined terms used herein are as
defined in the Proxy Statement. Responses to each of the Staff's comments are
set forth below.
Comment 1: Under "Proposal: Liquidation and Termination of the Portfolio -
Summary of the Plan", provide more detail about the notice that
shareholders will receive if they approve the Liquidation.
Response: The Proxy Statement will be revised in response to this comment.
Comment 2: Please confirm that the costs of the Liquidation estimated at
$100,000 include the fees paid to Broadridge to assist in soliciting
proxies. If this is not the case, include this amount in the costs
of the Liquidation disclosed in the Proxy Statement. In addition, if
the costs of Liquidation are expected to impact the Portfolio's net
asset value, disclose this fact in the Proxy Statement.
Response: Under "Proposal: Liquidation and Termination of the Portfolio -
Board Considerations in Approving the Proposed Liquidation", the
disclosure states that the costs of the Liquidation include proxy
solicitation expenses. These costs include fees paid to Broadridge
for its proxy solicitation services. In addition, the costs of
Liquidation are not expected to impact the Portfolio's net asset
value. We note that, under "Proposal: Liquidation and Termination of
the Portfolio - Board Considerations in Approving the Proposed
Liquidation", the disclosure states that the Adviser is expected to
bear all of the costs of the Liquidation due to the expense
limitations applicable to the Portfolio.
Comment 3: Provide the name and address of the Portfolio's distributor. Please
see Item 22(a)(3)(i) of Schedule 14A under the Securities Exchange
Act of 1934.
Response: The Proxy Statement will be revised in response to this comment.
Comment 4: Please move the Table of Contents appearing at the back of the Proxy
Statement to the front of the document.
Response: The Proxy Statement has been formatted for printing. As a result,
the Table of Contents appears at the end of the document as filed;
however, upon printing, it will appear at the front of the document.
Comment 5: To the extent applicable, disclose the tax consequences of the
Portfolio's liquidation for shares held through tax-deferred
accounts.
Response: The Proxy Statement will be revised in response to this comment.
Comment 6: In making Liquidating Distributions to shareholders, the Registrant
is reminded of its obligations under Section 22(e) of the Investment
Company Act of 1940 ("Section 22(e)"), which generally prohibits
open-end funds from postponing the payment of redemption proceeds
for more than seven days after a security is tendered for
redemption.
Response: Registrant is aware of and intends to comply with its obligations
under Section 22(e).
Comment 7: Please provide Tandy representations and a response letter in the
form of Edgar correspondence prior to the filing of the definitive
Proxy Statement.
Response: The Tandy representations are provided herein. Registrant will file
its response letter prior to the filing of the definitive Proxy
Statement.
* * *
We have been authorized on behalf of the Registrant to acknowledge that
(i) the Registrant is responsible for the adequacy and accuracy of the
disclosures in its filing; (ii) Staff comments or changes to disclosure in
response to Staff comments in each filing reviewed by the Staff do not foreclose
the SEC from taking any action with respect to the filing; and (iii) the
Registrant may not assert Staff comments as a defense in any proceedings
initiated by the SEC or any person under the federal securities laws of the
United States.
If you have any additional comments or questions, please contact Paul M.
Miller or the undersigned at (202) 737-8833.
Sincerely,
/s/ Lancelot A. King
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Lancelot A. King
cc: Emilie D. Wrapp, Esq.
Stephen Laffey, Esq.
Paul M. Miller, Esq.