RiverNorth Flexible Municipal Income Fund, Inc. Sample Contracts

MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement Among Underwriters • March 25th, 2020 • RiverNorth Flexible Municipal Income Fund, Inc. • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of January 2, 2019, 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”).

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SUB-PLACEMENT AGENT AGREEMENT ALPS Distributors, Inc.
Sub-Placement Agent Agreement • August 25th, 2023 • RiverNorth Flexible Municipal Income Fund, 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, 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 • August 25th, 2023 • RiverNorth Flexible Municipal Income Fund, Inc. • New York

This DISTRIBUTION AGREEMENT (this "Agreement") made as of August 24, 2023 by and between the RiverNorth Flexible Municipal Income Fund, Inc., a Maryland corporation (the "Fund"), and ALPS Distributors, Inc., a Colorado corporation (the "Distributor").

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ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping and Pricing Services Agreement • March 25th, 2020 • RiverNorth Flexible Municipal Income Fund, Inc. • Colorado

THIS AGREEMENT is made as of February 19, 2020, between RiverNorth Flexible 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”).

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MANAGEMENT AGREEMENT
Management Agreement • February 18th, 2020 • RiverNorth Flexible 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.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 25th, 2020 • RiverNorth Flexible 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 Flexible 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 [●], 2020, by and among the Fund, the Company and the Underwriters named therein (the “Underwriting Agreement”).

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CLOSED-END FUND DISTRIBUTION SERVICES AGREEMENT
Closed-End Fund Distribution Services Agreement • March 25th, 2020 • RiverNorth Flexible Municipal Income Fund, Inc. • New York

THIS CLOSED-END FUND DISTRIBUTION SERVICES AGREEMENT (this “Agreement”) is made, as of January 28, 2020 (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, Inc. (the “Fund”).

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 25th, 2020 • RiverNorth Flexible Municipal Income Fund, Inc. • New York

Reference is made to the Underwriting Agreement dated [●], 2020 (the “Underwriting Agreement”), by and among RiverNorth Flexible 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.

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Subscription Agreement
Subscription Agreement • March 25th, 2020 • RiverNorth Flexible Municipal Income Fund, Inc. • Maryland

This Subscription Agreement made as of February 20, 2020 by and between RiverNorth Flexible Municipal Income Fund, Inc., a Maryland corporation (the “Fund”), and RiverNorth Capital Management, LLC (the “Subscriber”).

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SUBADVISORY AGREEMENT
Subadvisory Agreement • March 25th, 2020 • RiverNorth Flexible Municipal Income Fund, Inc. • New York

THIS SUBADVISORY AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of February, 2020, 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, 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.

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT FOR MARGIN FINANCING
Credit Agreement for Margin Financing • October 23rd, 2024 • RiverNorth Flexible Municipal Income Fund, Inc. • New York

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT FOR MARGIN FINANCING (this "Agreement"), dated March 28, 2022, by and between RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC., a Maryland corporation, that is registered under the Investment Company Act of 1940, as amended (the "Client"), and PERSHING LLC ("Pershing").

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 25th, 2020 • RiverNorth Flexible Municipal Income Fund, Inc. • New York

Reference is made to the Underwriting Agreement dated [●], 2020 (the “Underwriting Agreement”), by and among RiverNorth Flexible 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.

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STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • March 25th, 2020 • RiverNorth Flexible Municipal Income Fund, Inc. • New York

Reference is made to the Underwriting Agreement dated [●], 2020 (the “Underwriting Agreement”), by and among RiverNorth Flexible 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.

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SALES INCENTIVE FEE AGREEMENT
Sales Contracts • March 25th, 2020 • RiverNorth Flexible Municipal Income Fund, Inc. • New York

Reference is made to the Underwriting Agreement dated [•], 2020 (the “Underwriting Agreement”), by and among RiverNorth Flexible 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.

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MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • March 25th, 2020 • RiverNorth Flexible Municipal Income Fund, Inc. • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of January 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).

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ADOPTION AGREEMENT
Adoption Agreement • March 25th, 2020 • RiverNorth Flexible Municipal Income Fund, Inc.

This Adoption Agreement, dated as of February 19, 2020 (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”) and RIVERNORTH FLEXIBLE MUNICIPAL INCOME FUND, INC., a Maryland corporation (“RFM”), all with their principal place of business at 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654 (excluding RMI, RMM and OPP, the “Additional Product”).

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February 19, 2020 State Street Bank and Trust Company 801Pennsylvania Avenue Kansas City, Missouri 64105 Attention: Vice President - Mutual Funds
Master Custodian Agreement • March 25th, 2020 • RiverNorth Flexible 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.

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