UBS SECURITIES LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS ) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of December 2, 2020, is by and between UBS Securities LLC (“we”) and the party named on the signature page hereto (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU with respect to such Offerin
SUB-PLACEMENT AGENT AGREEMENT ALPS Distributors, Inc.Sub-Placement Agent Agreement • August 25th, 2023 • RiverNorth Flexible Municipal Income Fund II, Inc.
From time to time ALPS Distributors, Inc. (the "Distributor", "we" or "us") will act as manager of registered at-the-market offerings by RiverNorth Flexible Municipal Income Fund II, Inc., a Maryland corporation (the "Fund"), of up to 4,000,000 shares (the "Shares") of common stock, $0.0001 par value, of the Fund (the "Common Shares"). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through the Distributor, as sales agent, the Shares (the "Distribution Agreement").
DISTRIBUTION AGREEMENTDistribution Agreement • August 25th, 2023 • RiverNorth Flexible Municipal Income Fund II, Inc. • New York
This DISTRIBUTION AGREEMENT (this "Agreement") made as of August 24, 2023 by and between the RiverNorth Flexible Municipal Income Fund II, Inc., a Maryland corporation (the "Fund"), and ALPS Distributors, Inc., a Colorado corporation (the "Distributor").
RiverNorth Flexible Municipal Income Fund II, Inc. [●] Shares of Common Stock Par Value $0.0001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • New York
MANAGEMENT AGREEMENTManagement Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • Maryland
You have been selected to act as the sole investment manager of the series of the Company set forth on the Exhibit to this Agreement (the “Fund”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment manager and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Company agrees with you as follows effective upon the date of the execution of this Agreement.
UBS SECURITIES LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 4, 2019, is by and between UBS Securities LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • New York
This agreement (the “Agreement”) is between RiverNorth Capital Management, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the RiverNorth Flexible Municipal Income Fund II, Inc. (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated [●], 2021, by and among the Fund, the Company and the Underwriters named therein (the “Underwriting Agreement”).
RiverNorth Flexible Municipal Income Fund II, Inc. Subscription AgreementSubscription Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • Maryland
This Subscription Agreement made as of January 15, 2021 by and between RiverNorth Flexible Municipal Income Fund II, Inc., a Maryland corporation (the “Fund”), and RiverNorth Capital Management, LLC (the “Subscriber”).
SUBADVISORY AGREEMENTSubadvisory Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • New York
THIS SUBADVISORY AGREEMENT (this “Agreement”) is made and entered into as of this 25th day of February, 2021 by and between RiverNorth Capital Management, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) located at 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654, and MacKay Shields LLC (the “Subadviser”), a Delaware limited liability company registered under the Advisers Act, located at 1345 Avenue of the Americas, 43rd Floor, New York, New York 10105, with respect to the RiverNorth Flexible Municipal Income Fund II, Inc., a Maryland corporation (the “Fund” or “Company”). The effective date of this Agreement (the “Effective Date”) shall be the first date of trading of the Fund’s shares on the New York Stock Exchange.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • New York
Reference is made to the Underwriting Agreement dated [●], 2021 (the “Underwriting Agreement”), by and among RiverNorth Flexible Municipal Income Fund II, Inc. (the “Fund”), RiverNorth Capital Management, LLC (the “Adviser”), MacKay Shields LLC (the “Sub-Adviser) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock, $0.0001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
Nuveen Closed-End Funds RULE 12d1-4 INVESTMENT AGREEMENTInvestment Agreement • August 8th, 2022 • RiverNorth Flexible Municipal Income Fund II, Inc. • Illinois
THIS RULE 12d1-4 INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered investment company (each, a “Registrant”), on behalf of each series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • New York
Reference is made to the Underwriting Agreement dated [●], 2021 (the “Underwriting Agreement”), by and among RiverNorth Flexible Municipal Income Fund II, Inc. (the “Fund”), RiverNorth Capital Management, LLC (the “Adviser”), MacKay Shields LLC (the “Sub-Adviser”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and the several other Underwriters named therein, severally, with respect to the issue and sale of the Fund’s shares of common stock, $0.0001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
BLACKROCK CLOSED-END RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFunds Investment Agreement • August 8th, 2022 • RiverNorth Flexible Municipal Income Fund II, Inc. • Delaware
THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered investment company listed on Schedule A hereto, on behalf of its portfolio series, as applicable (each, an “Acquiring Fund”) and each BlackRock closed-end registered investment company listed on Schedule B hereto (each, an “Acquired Fund”), each severally and not jointly.
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • New York
Reference is made to the Underwriting Agreement dated [●], 2021 (the “Underwriting Agreement”), by and among RiverNorth Flexible Municipal Income Fund II, Inc. (the “Fund”), RiverNorth Capital Management, LLC (the “Adviser”), MacKay Shields LLC (the “Sub-Adviser”), and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock, $0.0001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • August 8th, 2022 • RiverNorth Flexible Municipal Income Fund II, Inc. • Illinois
This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022, is between each fund listed on Exhibit A (each an “Acquiring Fund”), and each fund listed on Exhibit B (each an “Acquired Fund” and, together with the Acquiring Funds, the “Funds”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • New York
Reference is made to the Underwriting Agreement dated [●], 2021 (the “Underwriting Agreement”), by and among RiverNorth Flexible Municipal Income Fund II, Inc. (the “Fund”), RiverNorth Capital Management, LLC (the “Adviser”), MacKay Shields LLC (the “Sub-Adviser”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of common stock, $0.0001 par value per share (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • August 8th, 2022 • RiverNorth Flexible Municipal Income Fund II, Inc. • Delaware
THIS AGREEMENT, dated as of January 20, 2022, is among each entity listed on Schedule A (as amended from time to time), severally and not jointly, an “Acquiring Fund”), and each Acquired Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the AcquiringFunds, the “Funds”). This Agreement shall be effective as of January 20, 2022.
CLOSED-END FUND DISTRIBUTION SERVICES AGREEMENTClosed-End Fund Distribution Services Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • New York
THIS CLOSED-END FUND DISTRIBUTION SERVICES AGREEMENT (this “Agreement”) is made, as of January 11, 2021 (the “Effective Date”), by and between Vision 4 Fund Distributors, LLC (“Vision”) and RiverNorth Capital Management, LLC (the “Adviser”), relating to certain services to be provided by Vision to the Adviser with respect to a proposed closed-end investment company, currently named RiverNorth Flexible Municipal Income Fund II, Inc. (the “Fund”).
PRICING SERVICES AGREEMENTPricing Services Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc. • Colorado
THIS AGREEMENT is made as of February 25, 2021, between RiverNorth Flexible Municipal Income Fund II, Inc., organized as a Maryland corporation (the "Fund"), RiverNorth Capital Management, LLC, a Delaware limited liability company ("RiverNorth"), and ALPS Fund Services, Inc., a Colorado corporation ("ALPS").
ADOPTION AGREEMENTAdoption Agreement • February 22nd, 2021 • RiverNorth Flexible Municipal Income Fund II, Inc.
This Adoption Agreement, dated as of February 25, 2021 (this “Adoption Agreement”), by and among DST SYSTEMS, INC. a Delaware corporation with principal place of business at 333 W 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”) , and RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC., a Maryland corporation (“RMI”), RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC., a Maryland corporation (“RMM”), RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., a Maryland company (“OPP”), RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND II, INC., a Maryland corporation (“RFM”),and RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC., a Maryland corporation (“RFMZ”) all with their principal place of business at 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654 (excluding RMI, RMM, OPP and RFM, the “Additional Product”).
