Form N-CEN - Annual Report for Registered Investment Companies
September 11 2024 - 3:33PM
Edgar (US Regulatory)
![](https://www.sec.gov/Archives/edgar/data/1870833/000175272424202721/fp0090064-1_01.jpg)
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
of RiverNorth Managed Duration Municipal Income Fund II, Inc.
In planning
and performing our audit of the financial statements of RiverNorth Managed Duration Municipal Income Fund II, Inc. (the
“Fund”) as of and for the year ended June 30, 2024, in accordance with the standards of the Public Company Accounting
Oversight Board (United States) (PCAOB), we considered the Fund’s internal control over financial reporting, including
controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N- CEN, but not for the purpose of expressing an opinion on the
effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
The management
of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required to assess the expected benefits and related costs of controls. A fund’s internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP).
A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,
and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and directors of the
fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
a fund’s assets that could have a material effect on the financial statements.
Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
A deficiency in
internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in
the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is
a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Fund’s annual or interim financial statements will not be prevented or detected on a timely
basis.
Our consideration
of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the PCAOB.
However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls
over safeguarding securities, that we consider to be a material weakness as defined above as of June 30, 2024.
This report is
intended solely for the information and use of management and the Board of Directors of the Fund and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone other than these specified parties.
![](https://www.sec.gov/Archives/edgar/data/1870833/000175272424202721/fp0090064-1_02.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
August 28, 2024
![](https://www.sec.gov/Archives/edgar/data/1870833/000175272424202721/fp0090064-1_03.jpg)
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