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 10th, 2022 • RiverNorth Managed Duration 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
UBS SECURITIES LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • February 10th, 2022 • RiverNorth Managed Duration 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 10th, 2022 • RiverNorth Managed Duration 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 Managed Duration 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 [•], 2022, by and among the Fund, the Company and the Underwriters named therein (the “Underwriting Agreement”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 10th, 2022 • RiverNorth Managed Duration Municipal Income Fund II, Inc. • New York
Reference is made to the Underwriting Agreement dated [●], 2022 (the “Underwriting Agreement”), by and among RiverNorth Managed Duration 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 10th, 2022 • RiverNorth Managed Duration Municipal Income Fund II, Inc. • New York
Reference is made to the Underwriting Agreement dated [•], 2022 (the “Underwriting Agreement”), by and among RiverNorth Managed Duration 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 10th, 2022 • RiverNorth Managed Duration Municipal Income Fund II, Inc. • New York
Reference is made to the Underwriting Agreement dated [●], 2022 (the “Underwriting Agreement”), by and among RiverNorth Managed Duration 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 10th, 2022 • RiverNorth Managed Duration Municipal Income Fund II, Inc. • New York
Reference is made to the Underwriting Agreement dated [●], 2022 (the “Underwriting Agreement”), by and among RiverNorth Managed Duration 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.
