City National Rochdale Strategic Credit Fund Sample Contracts

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 2nd, 2018 • City National Rochdale Strategic Credit Fund • Wisconsin

THIS AGREEMENT is made and entered into as of this 9th day of August, 2018 by and between CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND, a Delaware statutory trust (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • October 2nd, 2018 • City National Rochdale Strategic Credit Fund • Pennsylvania

THIS DISTRIBUTION AGREEMENT (this “Agreement’) is made as of this 16th day of May, 2018, by and between City National Rochdale Strategic Credit Fund (the “Trust” or “Fund”), a Delaware statutory trust, and SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation.

CUSTODY AGREEMENT
Custody Agreement • October 2nd, 2018 • City National Rochdale Strategic Credit Fund • Minnesota

THIS AGREEMENT is made and entered into as of the 9th day of August, 2018, by and between CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND, a Delaware statutory trust, (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

AGREEMENT AND DECLARATION OF TRUST OF CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND (a Delaware Statutory Trust) Dated as of February 21, 2018
Agreement and Declaration • May 14th, 2018 • City National Rochdale Strategic Credit Fund • Delaware

NOW, THEREFORE, all cash, securities and other assets and properties, which the Trust may from time to time acquire in any manner, will be held by the Trust and managed upon the following terms and conditions.

LOAN AGREEMENT
Loan Agreement • September 28th, 2020 • City National Rochdale Strategic Credit Fund • Ohio

This LOAN AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is made and entered into effective as of the 11th day of June, 2020 by and between CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND, a Delaware statutory trust with its address at 400 Park Avenue, New York, NY 10022 (the “Borrower”), for and on behalf of the Fund (defined below), and U.S. BANK NATIONAL ASSOCIATION, a national banking association with its address at 425 Walnut Street, Cincinnati, Ohio 45202 (the "Bank").

SHAREHOLDER SERVICES AGREEMENT CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND
Shareholder Services Agreement • October 2nd, 2018 • City National Rochdale Strategic Credit Fund • California

THIS SHAREHOLDER SERVICES AGREEMENT (this “Agreement”) is made as of the 14th day of August, 2018, by and between City National Rochdale Strategic Credit Fund, a Delaware statutory trust (the “Trust”), and City National Rochdale, LLC, a Delaware limited liability company (“CNR”).

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 2nd, 2018 • City National Rochdale Strategic Credit Fund • Delaware

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between City National Rochdale Strategic Credit Fund, a Delaware statutory trust (the “Fund”), and the trustee of the Fund whose name is set forth on the signature page (the “Trustee”).

THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • September 28th, 2023 • City National Rochdale Strategic Credit Fund

THIS THIRD AMENDMENT TO LOAN AGREEMENT is made and entered into effective as of this 8th day of June, 2023 by and between U.S. BANK NATIONAL ASSOCIATION, with its address at 425 Walnut Street, Cincinnati, Ohio 45202 (the "Bank"), and CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND, a Delaware statutory trust, with its address at 400 Park Avenue, New York, NY 10022 (the “Borrower”), on behalf of the City National Rochdale Strategic Credit Fund.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 2nd, 2018 • City National Rochdale Strategic Credit Fund • New York

This Agreement, entered into as of May 16, 2018 between City National Rochdale Strategic Credit Fund, a Delaware statutory trust (referred to herein as the “Fund”), and City National Rochdale, LLC, a limited liability company organized under the laws of the State of Delaware (referred to herein as the “Adviser”), to provide certain investment advisory and management services to the Fund.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 27th, 2019 • City National Rochdale Strategic Credit Fund • New York

This AGREEMENT made as of September 27, 2018, by and between City National Rochdale, LLC, a limited liability company organized under the laws of the State of Delaware (the “Adviser”), and CIFC Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (the “Sub-Adviser”).

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation And • October 2nd, 2018 • City National Rochdale Strategic Credit Fund • Delaware

This AGREEMENT is made this 13th day of August, 2018, between City National Rochdale Strategic Credit Fund, a Delaware statutory trust (referred to herein as the “Fund”), and City National Rochdale, LLC, a limited liability company organized under the laws of the State of Delaware (referred to herein as the “Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT AMENDMENT
Investment Sub-Advisory Agreement • September 27th, 2024 • City National Rochdale Strategic Credit Fund

This AMENDMENT AGREEMENT is made as of February 25, 2021, by and between City National Rochdale, LLC, a limited liability company organized under the laws of the state of Delaware (the “Adviser”), and CIFC Investment Management LLC, a limited liability company organized under the laws of the state of Delaware (the “Sub-Adviser”), with respect to the City National Rochdale Strategic Credit Fund (the “Fund”):

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 27th, 2024 • City National Rochdale Strategic Credit Fund • New York

This AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT, made as of September 30, 2024, by and between City National Rochdale, LLC, a limited liability company organized under the laws of the State of Delaware (the “Adviser”), and CIFC Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (the “Sub-Adviser”).

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • September 29th, 2022 • City National Rochdale Strategic Credit Fund

THIS SECOND AMENDMENT TO LOAN AGREEMENT is made and entered into effective as of this 9th day of June, 2022 by and between U.S. BANK NATIONAL ASSOCIATION, with its address at 425 Walnut Street, Cincinnati, Ohio 45202 (the "Bank"), and CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND, a Delaware statutory trust, with its address at 400 Park Avenue, New York, NY 10022 (the “Borrower”), on behalf of the City National Rochdale Strategic Credit Fund.

Amendment no. 2 to ADMINISTRATION AGREEMENT
Administration Agreement • September 27th, 2024 • City National Rochdale Strategic Credit Fund • Pennsylvania

THIS AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT (this “Amendment”), is made this 16th day of May, 2024 (the “Amendment Effective Date”), by and between City National Rochdale Strategic Credit Fund, a statutory trust incorporated/formed under the laws of Delaware (the “Trust”), and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).

ADMINISTRATION AGREEMENT
Administration Agreement • October 2nd, 2018 • City National Rochdale Strategic Credit Fund • Pennsylvania

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 16th day of May, 2018 (the “Effective Date”), by and between City National Rochdale Strategic Credit Fund, a statutory trust incorporated/formed under the laws of Delaware (the “Trust”), and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).

Amendment no. 1 to ADMINISTRATION AGREEMENT
Administration Agreement • September 28th, 2021 • City National Rochdale Strategic Credit Fund • Pennsylvania

THIS AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT (this “Amendment”), is made this 13th day of May, 2021 (the “Amendment Effective Date”), by and between City National Rochdale Strategic Credit Fund, a statutory trust incorporated/formed under the laws of Delaware (the “Trust”), and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).

INITIAL CAPITAL AGREEMENT
Initial Capital Agreement • October 2nd, 2018 • City National Rochdale Strategic Credit Fund

City National Rochdale Strategic Credit Fund, a Delaware statutory trust (the “Fund”), and City National Rochdale, LLC (the “Purchaser”), a limited liability corporation, hereby agree as of September 14, 2018, as follows:

FOURTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • September 27th, 2024 • City National Rochdale Strategic Credit Fund

THIS FOURTH AMENDMENT TO LOAN AGREEMENT is made and entered into effective as of this 6th day of June, 2024 by and between U.S. BANK NATIONAL ASSOCIATION, with its address at 425 Walnut Street, Cincinnati, Ohio 45202 (the "Bank"), and CITY NATIONAL ROCHDALE STRATEGIC CREDIT FUND, a Delaware statutory trust, with its address at 400 Park Avenue, New York, NY 10022 (the “Borrower”), on behalf of the City National Rochdale Strategic Credit Fund.

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