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0001398344-23-015707 Sample Contracts

SUB-PLACEMENT AGENT AGREEMENT ALPS Distributors, Inc.
Sub-Placement Agent Agreement • August 25th, 2023 • RiverNorth Flexible 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 Flexible Municipal Income Fund II, Inc., a Maryland corporation (the "Fund"), of up to 4,000,000 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 II, Inc. • New York

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

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