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
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.
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.
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.
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.
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”).
