March 31, 2021 (Unaudited)


Shares/Description  Value 
 461,671   BlackRock California Municipal Income Trust  $6,629,596 
 9,587   BlackRock Muni Intermediate Duration Fund, Inc.   144,188 
 136,615   BlackRock Municipal 2030 Target Term Trust   3,471,387 
 821,817   BlackRock MuniHoldings Fund, Inc.   13,149,073 
 285,520   BlackRock MuniHoldings Investment Quality Fund   4,080,081 
 20,802   BlackRock MuniHoldings Quality Fund II, Inc.   278,747 
 753,594   BlackRock MuniVest Fund, Inc.   7,008,424 
 134,435   BlackRock MuniYield California Fund, Inc.   1,981,572 
 96,564   BlackRock MuniYield California Quality Fund, Inc.   1,422,388 
 93,459   BlackRock MuniYield Fund, Inc.   1,341,137 
 165,110   BlackRock MuniYield Investment Fund   2,301,633 
 63,181   BlackRock MuniYield New Jersey Fund, Inc.   916,756 
 1,500   BlackRock MuniYield Pennsylvania Quality Fund   22,110 
 223,528   BlackRock MuniYield Quality Fund III, Inc.   3,187,509 
 14,300   BlackRock MuniYield Quality Fund, Inc.   227,227 
 115,328   BNY Mellon Municipal Income, Inc.   1,009,120 
 198,669   BNY Mellon Strategic Municipal Bond Fund, Inc.   1,555,578 
 157,512   BNY Mellon Strategic Municipals, Inc.   1,345,152 
 20,420   Delaware Investments Minnesota Municipal Income Fund II, Inc.   269,340 
 27,889   Delaware Investments National Municipal Income Fund   365,904 
 467,877   DWS Municipal Income Trust   5,450,767 
 50,430   DWS Strategic Municipal Income Trust   596,587 
 51,598   Eaton Vance California Municipal Bond Fund   600,601 
 63,193   Eaton Vance California Municipal Income Trust   837,339 
 439,601   Eaton Vance Municipal Bond Fund   5,846,693 
 103,612   Eaton Vance New York Municipal Bond Fund   1,264,066 
 20,035   Eaton Vance New York Municipal Income Trust   289,506 
 41,300   Invesco Advantage Municipal Income Trust II   489,405 
 9,593   Invesco Pennsylvania Value Municipal Income Trust   125,189 
 459,129   Invesco Quality Municipal Income Trust   5,954,903 
 108,000   Invesco Value Municipal Income Trust   1,692,360 
 250,393   MFS High Yield Municipal Trust   1,116,753 
 251,909   MFS Investment Grade Municipal Trust   2,471,227 
 90,384   MFS Municipal Income Trust   616,419 
 32,895   Neuberger Berman California Municipal Fund, Inc.   444,411 
 6,383   Neuberger Berman New York Municipal Fund, Inc.   78,511 
 44,226   Nuveen AMT-Free Municipal Value Fund   728,844 
 1,470,014   Nuveen AMT-Free Quality Municipal Income Fund   21,785,607 
 381,238   Nuveen California AMT-Free Quality Municipal Income Fund   5,890,127 
 198,187   Nuveen California Municipal Value Fund   2,025,471 
 946,488   Nuveen California Quality Municipal Income Fund   14,064,812 
 78,067   Nuveen Dividend Advantage Municipal Fund 3   1,261,563 
 195,954   Nuveen Dividend Advantage Municipal Income Fund   3,311,623 
 231,404   Nuveen Dynamic Municipal Opportunities Fund   3,737,175 
 56,433   Nuveen Georgia Quality Municipal Income Fund   734,193 
 34,418   Nuveen Intermediate Duration Municipal Term Fund   491,489 
 74,824   Nuveen Maryland Quality Municipal Income Fund   1,059,508 
 39,733   Nuveen Municipal High Income Opportunity Fund   573,347 
 185,554   Nuveen New Jersey Quality Municipal Income Fund   2,686,822 
 802,782   Nuveen New York AMT-Free Quality Municipal Income Fund   10,957,974 
 412,896   Nuveen New York Quality Municipal Income Fund   5,883,768 
 66,108   Nuveen Ohio Quality Municipal Income Fund   1,031,285 
 161,615   Nuveen Pennsylvania Quality Municipal Income Fund   2,320,791 
 769,613   Nuveen Quality Municipal Income Fund   11,651,941 



Shares/Description  Value 
 11,487   PIMCO California Municipal Income Fund II  $104,072 
 62,662   Western Asset Intermediate Municipal Fund   582,130 
 365,300   Western Asset Managed Municipals Fund, Inc.   4,745,247 
 29,157   Western Asset Municipal Partners Fund, Inc.   446,685 
(Cost $171,553,702)   174,656,133 


Principal Amount/Description  Rate   Maturity    Value 
U.S. CORPORATE BONDS (0.45%)             
Consumer Discretionary (0.45%)               
$ 2,000,000    Howard University   4.76%  10/01/51    $2,094,115 
(Cost $2,000,000)             2,094,115 


Principal Amount/Description  Rate   Maturity    Value 
MUNICIPAL BONDS (50.13%)             
California (6.61%)             
$12,330,000   Lake Elsinore Unified School District, General Obligation Unlimited Bonds(a)   4.00%  08/01/49    $13,687,661 
 14,000,000   Los Angeles Department of Airports, Revenue Bonds(a)   5.00%  05/15/51     17,391,990 
Guam (0.63%)               
 2,445,000   Guam Government Waterworks Authority, Revenue Bonds   5.00%  01/01/50     2,945,274 
Illinois (5.44%)               
 2,500,000   Chicago Board of Education, General Obligation Unlimited Bonds   5.00%  12/01/34     3,061,984 
 6,700,000   Chicago Transit Authority Sales Tax Receipts Fund, Revenue Bonds   4.00%  12/01/50     7,458,039 
 10,000,000   Metropolitan Pier & Exposition Authority, Revenue Bonds(b)   0.00%  06/15/44     5,015,703 
 3,000,000   State of Illinois, General Obligation Unlimited Bonds   5.00%  11/01/29     3,505,352 
 5,500,000   State of Illinois, General Obligation Unlimited Bonds   5.00%  03/01/46     6,545,506 
Indiana (3.72%)               
 15,000,000   Indianapolis Local Public Improvement Bond Bank, Revenue Bonds(a)   4.00%  06/01/39     17,487,680 
Michigan (3.63%)               
 15,000,000   Michigan Finance Authority Second Lien Distributable State Aid, Revenue Bonds(a)   4.00%  11/01/55     17,048,402 



Principal Amount/Description  Rate   Maturity   Value 
Missouri (2.48%)            
$10,000,000   Missouri Health and Educational Facilities Authority, Revenue Bonds(a)   4.00%  07/01/46   $11,666,640 
New Jersey (1.44%)              
 5,565,000   New Jersey State Transportation Trust Fund Authority, General Obligation Unlimited Bonds(a)   5.00%  06/15/45    6,760,929 
New York (13.93%)              
 30,000,000   New York City Series F-1, General Obligation Limited Bonds(a)   4.00%  03/01/47    34,393,548 
 13,945,000   New York Dormitory State Personal Income Tax Education Series A, Revenue Bonds(a)   4.00%  03/15/48    15,888,015 
 12,500,000   New York Metropolitan Transport Authority Transportation Series C-1, Revenue Green Bonds(a)   5.25%  11/15/55    15,228,138 
Ohio (0.60%)              
 2,500,000   Buckeye Tobacco Settlement Financing Authority, Revenue Bonds   5.00%  06/01/55    2,818,624 
Pennsylvania (3.87%)                
 14,660,000   Pennsylvania Turnpike Commission Series A, Revenue Bonds(a)   5.00%  12/01/49    18,200,045 
Puerto Rico (1.36%)              
 3,000,000   GDB Debt Recovery Authority of Puerto Rico, Revenue Bonds   7.50%  08/20/40    2,527,500 
 3,500,000   Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue, Revenue Bonds   5.00%  07/01/58    3,862,880 
Virginia (3.44%)              
 14,125,000   Hampton Roads Transportation Accountability Commission, Revenue Bonds(a)   4.00%  07/01/55    16,199,585 
Washington (0.38%)              
 1,535,000   Washington State Convention Center Public Facilities District, Revenue Bonds   5.00%  07/01/34    1,802,170 



Principal Amount/Description  Rate   Maturity   Value 
Washington D.C. (2.60%)              
$ 10,000,000    Metropolitan Washington Airports Authority DC Series, Revenue Bonds(a)   5.00%  10/01/44   $12,220,222 
(Cost $233,843,566)            235,715,887 


Shares/Description   Value 
  198,805,387    BlackRock Liquidity Funds MuniCash (7 Day Yield 0.01%)   $198,845,148 
(Cost $198,845,148)    198,845,148 
TOTAL INVESTMENTS (130.01%)      
(Cost $606,242,416)   $611,311,283 
Floating Rate Note Obligations (-28.24%)(c)    (132,790,000)
Liabilities in Excess of Other Assets (-1.77%)    (8,272,174)
NET ASSETS (100.00%)   $470,249,109 
(a) All or portion of principal amount transferred to a Tender Option Bond ("TOB") Issuer in exchange for TOB Residuals and cash.
(b) Issued with a zero coupon. Income is recognized through the accretion of discount.
(c) Face value of Floating Rate Notes issued in TOB transactions.



RiverNorth Flexible Municipal Income Fund II, Inc.


Notes to Quarterly Schedule of Investments March 31, 2021 (Unaudited)





RiverNorth Flexible Municipal Income Fund II, Inc. (the “Fund”) was organized as a Maryland corporation on June 10, 2020, pursuant to an Articles of Incorporation, which was amended and restated on January 13, 2021 (“Articles of Incorporation”). The Fund had no operations until February 24, 2021 (commencement of operations), other than those related to organizational matters and the registration of its shares under applicable securities laws.


The Fund is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Articles of Incorporation permit the Board of Directors (the “Board” or “Directors”) to authorize and issue fifty million shares of common stock with $0.0001 par value per share. The Fund is considered an investment company and therefore follows the Investment Company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards codification Topic 946 Financial Services – Investment Companies.


The Fund will terminate on or before February 26, 2036; provided, that if the Board of Directors believes that under then-current market conditions it is in the best interests of the Fund to do so, the Fund may extend the Termination Date once for up to one year, and once for an additional six months. The Fund may be converted to an open-end investment company at any time if approved by the Board of Directors and the shareholders.


The Fund’s investment adviser is RiverNorth Capital Management, LLC (the “Adviser”) and the Fund’s sub-adviser is MacKay Shields, LLC (the “Sub-adviser”). The Fund’s investment objective is to seek current income exempt from regular U.S. federal income taxes (but which may be includable in taxable income for purposes of the Federal alternative minimum tax). The Fund’s secondary investment objective is total return.





The following is a summary of significant accounting policies followed by the Fund. These policies are in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements during the reporting period. Management believes the estimates and security valuations are appropriate; however, actual results may differ from those estimates, and the security valuations reflected in the financial statements may differ from the value the Fund ultimately realizes upon sale of the securities. The financial statements have been prepared as of the close of the New York Stock Exchange (“NYSE”) on March 31, 2021.


The Fund invests in closed end funds, each of which has its own investment risks. Those risks can affect the value of the Fund's investments and therefore the value of the Fund's shares. To the extent that the Fund invests more of its assets in one closed end fund than in another, the Fund will have greater exposure to the risks of that closed end fund.


Security Valuation:  The Fund’s investments are generally valued at their fair value using market quotations. If a market value quotation is unavailable a security may be valued at its estimated fair value as described in Note 3.


Security Transactions and Investment Income:  The Fund follows industry practice and records securities transactions on the trade date basis. The specific identification method is used for determining gains or losses for financial statements and income tax purposes. Dividend income is recorded on the ex-dividend date, and interest income and expenses are recorded on an accrual basis. Discounts and premiums on securities purchased are amortized or accreted using the effective interest method over the life of the respective securities.





Fair value is defined as the price that the Fund might reasonably expect to receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. U.S. GAAP establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.


Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including using such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. 



RiverNorth Flexible Municipal Income Fund II, Inc.


Notes to Quarterly Schedule of Investments March 31, 2021 (Unaudited)


Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.


  Level 1 – Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;


  Level 2 – Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and


  Level 3 – Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.


The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.


Equity securities, including closed-end funds, are generally valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Adviser or the Sub-Adviser believes such prices more accurately reflect the fair market value of such securities. Securities that are traded on any stock exchange are generally valued by the pricing service at the last quoted sale price. Lacking a last sale price, an exchange-traded security is generally valued by the pricing service at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued by the pricing service at the NASDAQ Official Closing Price. When using the market quotations or close prices provided by the pricing service and when the market is considered active, the security will be classified as a Level 1 security. Sometimes, an equity security owned by the Fund will be valued by the pricing service with factors other than market quotations or when the market is considered inactive. When this happens, the security will be classified as a Level 2 security. When market quotations are not readily available, when the Adviser or the Sub-Adviser determines that the market quotation or the price provided by the pricing service does not accurately reflect the current fair value, or when restricted or illiquid securities are being valued, such securities are valued as determined in good faith by the Adviser, Sub-Adviser, or valuation committee in conformity with guidelines adopted by and subject to review by the Board. These securities will be categorized as Level 3 securities.


Investments in mutual funds, including short term investments, are generally priced at the ending NAV provided by the service agent of the funds. These securities will be classified as Level 1 securities.


Fixed income securities, including municipal and corporate bonds, are normally valued at the mean between the closing bid and asked prices provided by independent pricing services. Prices obtained from independent pricing services typically use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. These securities will be classified as Level 2 securities.


Futures contracts are normally valued at the settlement price or official closing price provided by independent pricing services.


In accordance with the Fund’s good faith pricing guidelines, the Adviser, Sub-Adviser, or valuation committee is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. No single standard exists for determining fair value, because fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities being valued by the Adviser, Sub-Adviser, or valuation committee would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) discounted cash flow models; (iii) weighted average cost or weighted average price; (iv) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (v) yield to maturity with respect to debt issues, or a combination of these and other methods. Good faith pricing is permitted if, in the Adviser’s, a Sub-Adviser’s, or the valuation committee’s opinion, the validity of market quotations appears to be questionable based on factors such as evidence of a thin market in the security based on a small number of quotations, a significant event occurs after the close of a market but before a Fund’s NAV calculation that may affect a security’s value, or the Adviser or a Sub-Adviser is aware of any other data that calls into question the reliability of market quotations.



RiverNorth Flexible Municipal Income Fund II, Inc.


Notes to Quarterly Schedule of Investments March 31, 2021 (Unaudited)


Good faith pricing may also be used in instances when the bonds in which the Fund invests default or otherwise cease to have market quotations readily available.


The following is a summary of the inputs used at March 31, 2021 in valuing the Fund’s assets and liabilities:


Investments in Securities at Value*  Level 1 -
Quoted Prices
   Level 2 -
Other Significant
   Level 3 -
Closed-End Funds  $174,656,133   $   $   $174,656,133 
U.S. Corporate Bonds       2,094,115        2,094,115 
Municipal Bonds       235,715,887        235,715,887 
Short-Term Investments   198,845,148            198,845,148 
Total  $373,501,281   $237,810,002   $   $611,311,283 


* Refer to the Fund's Schedule of Investments for a listing of securities by type.


The Fund did not have any securities that used significant unobservable inputs (Level 3) in determining fair value, and there were no transfers into or out of Level 3 during the year.


4. Derivative Financial Instruments



The following discloses the Fund’s use of derivative instruments. The Fund’s investment objective not only permits the Fund to purchase investment securities, but also allow the fund to enter into various types of derivative contracts such as futures. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity or debt securities; they require little or no initial cash investment, they can focus exposure on only selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objective more quickly and efficiently than if it were to make direct purchases or sales of securities capable of affecting a similar response to market factors.


Market Risk Factors: In pursuit of its investment objectives, the Fund may seek to use derivatives to increase or decrease its exposure to the following market risk factors:


Equity Risk: Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.


Interest Rate Risk: Interest rate risk relates to the risk that the municipal securities in the Fund’s portfolio will decline in value because of increases in market interest rates.


Risk of Investing in Derivatives 

The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.


Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objective, but are the additional risks from investing in derivatives.


Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund.



The Fund may invest in futures contracts in accordance with its investment objectives. The Fund does so for a variety of reasons including for cash management, hedging or non-hedging purposes in an attempt to achieve the Fund’s investment objective. A futures contract provides for the future sale by one party and purchase by another party of a specified quantity of the security or other financial instrument at a specified price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Futures transactions may result in losses in excess of the amount invested in the futures contract. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the portfolio securities being hedged. An incorrect correlation could result in a loss on both the hedged securities in a fund and the hedging vehicle so that the portfolio return might have been greater had hedging not been attempted. There can be no assurance that a liquid market will exist at a time when a fund seeks to close out a futures contract or a futures option position. Lack of a liquid market for any reason may prevent a fund from liquidating an unfavorable position, and the fund would remain obligated to meet margin requirements until the position is closed. In addition, a fund could be exposed to risk if the counterparties to the contracts are unable to meet the terms of their contracts. With exchange traded futures, there is minimal counterparty credit risk to the Fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. The Fund is party to certain enforceable master netting arrangements, which provide for the right of offset under certain circumstances, such as the event of default.



RiverNorth Flexible Municipal Income Fund II, Inc.


Notes to Quarterly Schedule of Investments March 31, 2021 (Unaudited)


When a purchase or sale of a futures contract is made by a fund, the fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of liquid assets (“initial margin”). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract that is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. These amounts are included in Deposit with broker for futures contracts on the Statement of Assets and Liabilities. Each day the Fund may pay or receive cash, called “variation margin,” equal to the daily change in value of the futures contract. Such payments or receipts are recorded for financial statement purposes as unrealized gains or losses by the Fund. Variation margin does not represent a borrowing or loan by the fund but instead is a settlement between a Fund and the broker of the amount one would owe the other if the futures contract expired. When the contract is closed, the fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.