0001012709-18-000010 Sample Contracts

INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • January 26th, 2018 • City National Rochdale Funds • California

AGREEMENT made as of December 5, 2017, by and between City National Rochdale, LLC, a limited liability company organized under the laws of the state of Delaware (the “Adviser”) and GML Capital LLP, a limited liability partnership organized under the laws of the United Kingdom (the “Investment Manager”), on behalf of the City National Rochdale Fixed Income Opportunities Fund (the “Fund”), a series of City National Rochdale Funds (the “Trust”):

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THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 26th, 2018 • City National Rochdale Funds

THIS THIRD AMENDMENT TO LOAN AGREEMENT is made and entered into effective as of this 13th day of September, 2016 by and between U.S. BANK NATIONAL ASSOCIATION, with its address at 425 Walnut Street, Cincinnati, Ohio 45202 (the "Bank"), and CITY NATIONAL ROCHDALE FUNDS, a Delaware statutory trust (the "Trust"), not individually but solely on behalf of its respective Funds as set forth on Exhibit A to the Loan Agreement, separately and not jointly (each such Fund a "Borrower" or "Borrowing Fund" and collectively the "Borrowers" or "Borrowing Funds"), and with its address at 400 Park Avenue, New York, New York 10022.

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 26th, 2018 • City National Rochdale Funds

THIS SECOND AMENDMENT TO LOAN AGREEMENT is made and entered into effective as of this 14th day of September, 2015 by and between U.S. BANK NATIONAL ASSOCIATION, with its address at 425 Walnut Street, Cincinnati, Ohio 45202 (the “Bank”), and CITY NATIONAL ROCHDALE FUNDS, a Delaware statutory trust (the “Trust”), not individually but solely on behalf of its respective Funds as set forth on Exhibit A to the Loan Agreement, separately and not jointly (each such Fund a “Borrower” or “Borrowing Fund” and collectively the “Borrowers” or “Borrowing Funds”), and with its address at 400 North Roxbury Drive, Beverly Hills, California 90210.

INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • January 26th, 2018 • City National Rochdale Funds • New York

This AGREEMENT made as of December 14, 2017, by and among City National Rochdale, LLC, a limited liability company organized under the laws of the state of Delaware (the “Adviser”), and Alcentra Limited, a limited liability company organized under the laws of the England and Wales (“Alcentra UK”), and Alcentra NY, LLC a limited liability company organized under the laws of the state of Delaware (“Alcentra NY,” and together with Alcentra UK, the “Investment Managers” and each, an “Investment Manager”), with respect to the City National Rochdale Fixed Income Opportunities Fund (the “Fund”), a series of City National Rochdale Funds (the “Trust”):

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 26th, 2018 • City National Rochdale Funds • New York

This AGREEMENT made as of December 1, 2017, by and between City National Rochdale, LLC, a limited liability company organized under the laws of the state of Delaware (the "Adviser") and Fiera Capital Inc., a corporation organized under the laws of the state of Delaware (the "Sub-Adviser"):

Form of AMENDMENT No. 3 TO amended and restated ADMINISTRATION AGREEMENT
Administration Agreement • January 26th, 2018 • City National Rochdale Funds • Delaware

THIS AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this “Amendment”), effective as of the 30th day of November, 2017 (the “Amendment Effective Date”) is entered into by and between City National Rochdale Funds (formerly known as CNI Charter Funds) (the “Trust”), City National Rochdale Fixed Income Opportunities (Ireland) Limited, a private company organized under the laws of Ireland (the “Subsidiary”) and wholly owned subsidiary of City National Rochdale Fixed Income Opportunities Fund, which is a Portfolio of the Trust, and SEI Investments Global Funds Services (“Administrator”).

AMENDMENT TO INVESTMENT MANAGER SUB-ADVISORY AGREEMENT
Investment Manager Sub-Advisory Agreement • January 26th, 2018 • City National Rochdale Funds

THIS AMENDMENT TO INVESTMENT MANAGER SUB-ADVISORY AGREEMENT (the "Amendment"), effective as of the 1st day of September, 2017, is entered into by and between City National Rochdale, LLC (the "Adviser"), a limited liability company organized under the laws of the State of Delaware, and Seix Investment Advisors LLC (the "Investment Manager"), a limited liability company organized under the laws of the State of Delaware, with respect to the Fixed Income Opportunities Fund (the "Fund"), a series of City National Rochdale Funds (the "Trust").

INVESTMENT MANAGER AGREEMENT AMENDMENT
Investment Manager Agreement • January 26th, 2018 • City National Rochdale Funds

This AMENDMENT AGREEMENT made as of September 1, 2017, by and between City National Rochdale, LLC, a limited liability company organized under the laws of the state of Delaware (the "Adviser") and Ashmore Investment Management Limited, a company organized under the laws of England (the "Investment Manager"), on behalf of the City National Rochdale Fixed Income Opportunities Fund (the "Fund"), a series of City National Rochdale Funds (the "Trust"):

THIS AMENDMENT AGREEMENT is dated [*] June 2014 and is effective from 10 June 2014 (the "Agreement")
Amendment Agreement • January 26th, 2018 • City National Rochdale Funds
LOAN AGREEMENT
Pledge and Security Agreement • January 26th, 2018 • City National Rochdale Funds • Ohio

This LOAN AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the "Agreement") is made and entered into effective as of the 1st day of October, 2014 by and between by and between CITY NATIONAL ROCHDALE FUNDS, a Delaware statutory trust (the "Trust"), not individually but solely on behalf of its respective Funds as set forth on Exhibit A, separately and not jointly (the Trust acting on behalf of each such Fund shall be referred to as a "Borrower" and collectively the "Borrowers"), with its address at City National Center, 400 North Roxbury Drive, Beverly Hills, California 90210, and U.S. BANK NATIONAL ASSOCIATION, a national banking association with its address at 425 Walnut Street, Cincinnati, OH 45202 (the "Bank").

AMENDMENT TO INVESTMENT MANAGER SUB-ADVISORY AGREEMENT
Investment Manager Sub-Advisory Agreement • January 26th, 2018 • City National Rochdale Funds

THIS AMENDMENT TO INVESTMENT MANAGER SUB-ADVISORY AGREEMENT (the "Amendment"), effective as of the 1st day of June, 2017, is entered into by and between City National Rochdale, LLC (the "Adviser"), a limited liability company organized under the laws of the State of Delaware, and Federated Investment Management Company (the "Investment Manager"), a Delaware statutory trust, with respect to the Fixed Income Opportunities Fund (the "Fund"), a series of City National Rochdale Funds (the "Trust").

AMENDMENT NO. 2 TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 26th, 2018 • City National Rochdale Funds • Delaware

THIS AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this “Amendment”), effective as of the 30th day of December, 2013 (the “Amendment Effective Date”) is entered into by and between City National Rochdale Funds (formerly known as CNI Charter Funds) (the “Trust”) City National Rochdale Fixed Income Opportunities (Ireland) Limited, a private company organized under the laws of Ireland (the “Subsidiary”) and wholly owned subsidiary of City National Rochdale Fixed Income Opportunities Fund, which is a Portfolio of the Trust, and SEI Investments Global Funds Services (“Administrator”).

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