AGENCY AGREEMENTAgency Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc. • Delaware
THIS AGREEMENT made the 13th day of September, 2018, by and between RIVERNORTH OPPORTUNISTIC MUNICIPAL INCOME FUND, INC., a corporation existing under the laws of the State of Maryland, having its principal place of business at 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654 (the "Fund") and any other investment products set forth on Schedule I, attached hereto, as amended from time to time (each such investment program hereinafter jointly and severally referred to as "Fund"), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 ("DST"):
MANAGEMENT AGREEMENTManagement Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, 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 Managed Duration Municipal Income Fund, Inc. (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement dated [ ], 2019, by and among the Fund, the Company and the Underwriters named therein (the “Underwriting Agreement”).
Subscription AgreementSubscription Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc. • Maryland
This Subscription Agreement made as of June 17, 2019 by and between RiverNorth Managed Duration Municipal Income Fund, Inc., a Maryland corporation (the “Fund”), and RiverNorth Capital Management, LLC (the “Subscriber”).
CLOSED-END FUND DISTRIBUTION SERVICES AGREEMENTClosed-End Fund Distribution Services Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc. • New York
THIS CLOSED-END FUND DISTRIBUTION SERVICES AGREEMENT (this “Agreement”) is made, as of June 18, 2019 (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 referred to as RiverNorth Managed Duration Municipal Income Fund (the “Fund”).
SUBADVISORY AGREEMENTSubadvisory Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc. • New York
THIS SUBADVISORY AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of June, 2019, 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 Managed Duration Municipal Income Fund, Inc., a Maryland corporation (the “Fund” or “Company”). The effective date of this Agreement (the “Effective Date”) shall be the inception date of the Fund.
SALES INCENTIVE FEE AGREEMENTSales Incentive Fee Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [•], 2018 (the “Underwriting Agreement”), by and among RiverNorth Opportunistic Municipal Income Fund, 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.
ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENTAdministration, Bookkeeping And • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc. • Colorado
THIS AGREEMENT is made as of [ ], 2019, between RiverNorth Managed Duration Municipal Income Fund, 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”). RiverNorth is a party to this Agreement with respect to Section 2 (and any referenced Appendices) of the Agreement only.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among RiverNorth Managed Duration Municipal Income Fund, 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.
LETTER AGREEMENT RELATED TO ADOPTION AGREEMENT TO AGENCY AGREEMENTLetter Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc.
This Letter Agreement to the Adoption Agreement, dated as of June 18, 2019, is by and among DST SYSTEMS, INC. ("DST"), a Delaware corporation, and RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC, a Maryland Corporation (the "Fund") and RIVERNORTH CAPITAL MANAGEMENT, LLC (“RiverNorth”).
June __, 2019 State Street Bank and Trust Company 801Pennsylvania Avenue Kansas City, Missouri 64105 Attention: Vice President - Mutual FundsMaster Custodian Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc.
In accordance with Section 20.5, the Additional Funds and Portfolios provision, of the Master Custodian Agreement dated as of March 3, 2014, as amended, modified, or supplemented from time to time (the "Agreement”), by and among each registered investment company party thereto, and State Street Bank and Trust Company ("State Street"), the undersigned Fund hereby requests that State Street act as Custodian for the Fund(s) under the terms of the Agreement. In connection with such request, the undersigned Fund hereby confirms, as of the date hereof, its representations and warranties set forth in Section 20.6 of the Agreement.
FUND SUPPORT SERVICES AGREEMENT: RMMFund Support Services Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc. • New York
This Fund Support Services Agreement (this “Agreement”) is made by and between Centric Fund Services, LLC (“CFS”) and RiverNorth Managed Duration Municipal Income Fund, Inc. (the “Fund”), relating to certain services to be provided by CFS to the Fund This Agreement shall be effective as of July 16, 2019 (the “Effective Date”).
LETTER OF INSTRUCTION AND AGREEMENT AS TO THE PAYMENT OF FEESLetter of Instruction and Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc.
In accordance with Section 20.5, the Additional Funds and Portfolios provision, of the Master Custodian Agreement dated as of March 3, 2014, as amended, modified, or supplemented from time to time (the "Agreement”), by and among each registered investment company party thereto, and State Street Bank and Trust Company ("State Street"), RiverNorth Managed Duration Municipal Income Fund, Inc. (the “Fund”) has appointed State Street and State Street has agreed to act as Custodian for the Fund.
ADOPTION AGREEMENT TO AGENCY AGREEMENTAdoption Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc.
This Adoption Agreement, dated as of June 18, 2019 (this "Joinder"), is by and among DST SYSTEMS, INC. ("DST"), a Delaware corporation, RIVERNORTH MUNICIPAL INCOME FUND, INC., a Maryland corporation ("ROMIF"), and RIVERNORTH MANAGED DURATION MUNICIPAL INCOME FUND, INC, a Maryland Corporation (the "Additional Fund").
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among RiverNorth Managed Duration Municipal Income Fund, 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • July 24th, 2019 • RiverNorth Managed Duration Municipal Income Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated [ ], 2019 (the “Underwriting Agreement”), by and among RiverNorth Managed Duration Municipal Income Fund, 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.
