Rockefeller Municipal Opportunities Fund Sample Contracts

AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • November 14th, 2024 • Rockefeller Municipal Opportunities Fund • Delaware

THIS AMENDED AND RESTATED CUSTODY AGREEMENT (this “Agreement”) is made and entered into as of the last date on the signature page, by and between ROCKEFELLER MUNICIPAL OPPORTUNITIES 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”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • November 14th, 2024 • Rockefeller Municipal Opportunities Fund • Delaware

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 10th day of October, 2024 (the “Effective Date”), by and between Rockefeller Municipal Opportunities Fund, a Delaware statutory trust (the “Fund”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor,” and together with the Fund, the “Parties,” and each a “Party”).

AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • November 14th, 2024 • Rockefeller Municipal Opportunities Fund • Delaware
INVESTMENT MANAGEMENT AGREEMENT Rockefeller Municipal Opportunities Fund
Investment Management Agreement • November 14th, 2024 • Rockefeller Municipal Opportunities Fund • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made this 10th day of October, 2024, by and between Rockefeller Municipal Opportunities Fund, a Delaware statutory trust (the “Fund”), and Rockefeller & Co. LLC d/b/a Rockefeller Asset Management, a Delaware limited liability company (the “Investment Manager” and, together with the Fund, the “Parties” and each a “Party”).

FUND SERVICING AGREEMENT
Fund Servicing Agreement • November 14th, 2024 • Rockefeller Municipal Opportunities Fund • Delaware

This Fund Servicing Agreement (this “Agreement”) is made and entered into effective as of the last day written on the signature page by and between Rockefeller Municipal Opportunities Fund, a Delaware statutory trust (the “Trust”) and U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank Global Fund Services), a Wisconsin limited liability company (“USBGFS”).

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • November 14th, 2024 • Rockefeller Municipal Opportunities Fund

THIS EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT (the “Agreement”) is effective as of the 10th day of October, 2024 by and among Rockefeller Municipal Opportunities Fund, a Delaware statutory trust (the “Fund”), and Rockefeller & Co. LLC d/b/a Rockefeller Asset Management, a Delaware limited liability company (“the Investment Manager”).

FORM OF QUASAR DISTRIBUTORS, LLC DEALER AGREEMENT ROCKEFELLER MUNICIPAL OPPORTUNITIES FUND
Dealer Agreement • November 14th, 2024 • Rockefeller Municipal Opportunities Fund

This Dealer Agreement (this “Agreement”) is made and effective as of this _____ day of _________________, 20__, by and between Quasar Distributors, LLC (“Distributor”) and [DEALER NAME] (“Dealer” and, together with Distributor, the “Parties”);

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2024 • Rockefeller Municipal Opportunities Fund

This Agreement is made as of the 10th day of October, 2024 between Rockefeller & Co. LLC d/b/a Rockefeller Asset Management, a Delaware limited liability company (the “Purchaser”), and Rockefeller Municipal Opportunities Fund, a Delaware statutory trust (the “Fund”). A copy of the Fund’s Certificate of Trust is on file with the Secretary of the State of Delaware and notice is hereby given that the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Fund individually, but are binding only upon the assets and property of the Fund.

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