0001398344-24-006977 Sample Contracts

SUB-PLACEMENT AGENT AGREEMENT ALPS Distributors, Inc.
Sub-Placement Agent Agreement • April 9th, 2024 • RiverNorth Managed Duration 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 Managed Duration Municipal Income Fund II, Inc., a Maryland corporation (the "Fund"), of up to 3,000,000 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").

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DISTRIBUTION AGREEMENT
Distribution Agreement • April 9th, 2024 • RiverNorth Managed Duration Municipal Income Fund II, Inc. • New York

This DISTRIBUTION AGREEMENT (this "Agreement") made as of April 8, 2024 by and between the RiverNorth Managed Duration Municipal Income Fund II, Inc., a Maryland corporation (the "Fund"), and ALPS Distributors, Inc., a Colorado corporation (the "Distributor").

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