0000897101-13-001940 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT between RBC GLOBAL ASSET MANAGEMENT (U.S.) INC. and RBC GLOBAL ASSET MANAGEMENT (UK) LIMITED
Investment Sub-Advisory Agreement • December 20th, 2013 • RBC Funds Trust • Minnesota

INVESTMENT SUB-ADVISORY AGREEMENT, effective as of the 20th day of December, 2013, between RBC Global Asset Management (U.S.) Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Minnesota, and RBC Global Asset Management (UK) Limited (the “Subadviser”), a corporation organized under the laws of the United Kingdom.

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RBC FUNDS TRUST THIRD AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • December 20th, 2013 • RBC Funds Trust

THIS THIRD AMENDMENT effective as of the 20th day of December, 2013, to the Distribution Agreement, dated as of the 28th day of December, 2009, as amended July 1, 2011 and November 27, 2012 (the “Agreement”), is entered into by and between RBC FUNDS TRUST, a Delaware statutory trust (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

SCHEDULE II
RBC Funds Trust • December 20th, 2013

THIS SCHEDULE II, amended and restated as of December 20, 2013 to reflect the current series of the RBC Funds Trust, is Schedule II to that certain Custody Agreement dated as of August 1, 2011 between The Bank of New York Mellon and RBC Funds Trust.

RBC FUNDS TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • December 20th, 2013 • RBC Funds Trust

THIS FIRST AMENDMENT effective as of December 20, 2013, to the Custody Agreement, dated as of December 28, 2009, as amended (the “Agreement”), is entered into by and between RBC FUNDS TRUST a Delaware statutory (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

AMENDMENT
Amendment • December 20th, 2013 • RBC Funds Trust • Delaware

This Amendment (the “Amendment”) is made and entered into on this 20th day of December, 2013 between RBC FUNDS TRUST (the “Trust”), a Delaware statutory trust, and RBC GLOBAL ASSET MANAGEMENT (U.S.) INC. (“Administrator”), a Minnesota corporation.

ANNEX I
Annex I • December 20th, 2013 • RBC Funds Trust

THIS ANNEX I, amended and restated as of December 20, 2013 to reflect the current series of the RBC Funds Trust, is Annex I to that certain Foreign Custody Manager Agreement dated as of August 1, 2011 between The Bank of New York Mellon and RBC Funds Trust.

AMENDMENT
Amendment • December 20th, 2013 • RBC Funds Trust • Delaware

This Amendment (the “Amendment”) is made and entered into on this 20th day of December, 2013 between RBC FUNDS TRUST (the “Trust”), a Delaware statutory trust, and RBC GLOBAL ASSET MANAGEMENT (U.S.) INC. (“RBC GAM”).

RBC FUNDS TRUST THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 20th, 2013 • RBC Funds Trust

THIS THIRD AMENDMENT effective as of the 20th day of December, 2013, to the Transfer Agent Servicing Agreement, dated as of the 28th day of December, 2009, as amended July 1, 2011 and November 27, 2012 (the “Agreement”), is entered into by and between RBC FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

AMENDMENT to INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 20th, 2013 • RBC Funds Trust • Delaware

This Amendment (the “Amendment”) is made and entered into on this 20th day of December, 2013 between RBC Global Asset Management (U.S.) Inc. (the “Adviser”), a Minnesota corporation, and RBC Funds Trust, a Delaware statutory trust (the “Trust”) on behalf of its series listed on Exhibit A (each of the Series referred to herein as a “Fund” and collectively the “Funds”) and hereby amends that certain Investment Advisory Agreement (the “Agreement) dated September 1, 2011 between the Adviser and the Trust.

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