Exhibit (s)

Calculation of Filing Fees Tables

Form N-2

(Form Type)

RiverNorth Flexible Municipal Income Fund II, Inc.

(Exact Name of Registration as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price (1)

Fee Rate

Amount of Registration Fee (2)

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common Shares, $0.0001 par value (2)

Equity

Preferred Shares, $0.0001 par value (2)

Other

Subscription Rights for Common Shares (2)

Other

Subscription Rights for Preferred (2)

Other

Subscription Rights for Common Shares and Preferred Shares (2)

Unallocated (Universal) Shelf

Unallocated (Universal) Shelf

457(o)

$150,000,000

$0.00011020

$16,530

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

Equity

Common Shares

Total Offering Amounts

$150,000,000

$0.00011020

$16,530

Total Fees Previously Paid

---

Total Fee Offsets

---

Net Fee Due

$16,530

(1) Estimated pursuant to Rule 457(o) of the Securities Act of 1933, as amended, solely for the purpose of determining the registration fee. The proposed maximum offering price per security will be determined, from time to time, by the Registrant in connection with the sale by the Registrant of the securities registered under the registration statement.

(2) There is being registered hereunder an indeterminate principal amount of common or preferred stock or subscription rights to purchase common stock, preferred stock or common and preferred stock as may be sold, from time to time. In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $150,000,000.