0001398344-13-005954 Sample Contracts

INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • December 30th, 2013 • City National Rochdale Funds • New York

This AGREEMENT made as of December 30, 2013 by and between City National Rochdale, LLC, a limited liability company organized under the laws of the state of Delaware (the "Adviser") and Waddell & Reed Investment Management Co., a corporation organized under the laws of the state of Kansas (the "Investment Manager"), on behalf of the City National Rochdale Municipal High Income Fund (the “Fund”), a series of City National Rochdale Funds (the "Trust"):

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ATTACHMENT #1 SCHEDULE I DATED DECEMBER 4, 2013 TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT DATED AS OF JANUARY 1, 2013 BETWEEN CITY NATIONAL ROCHDALE FUNDS AND SEI INVESTMENTS GLOBAL FUNDS SERVICES
Administration Agreement • December 30th, 2013 • City National Rochdale Funds

* City National Rochdale Fixed Income Opportunities (Ireland) Limited is a wholly owned subsidiary of City National Rochdale Fixed Income Opportunities Fund. In respect of City National Rochdale Fixed Income Opportunities (Ireland) Limited, Administrator’s obligations will be limited to performance only of those services indicated on Schedule IV of this Agreement.

CITY NATIONAL ROCHDALE FUNDS THIRD AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • December 30th, 2013 • City National Rochdale Funds

THIS THIRD AMENDMENT dated as of the 19th day of November, 2013, to the Custody Agreement dated as of August 1, 2011, as amended January 1, 2012 and November 20, 2012 (the “Agreement”), is entered into by and between CITY NATIONAL ROCHDALE FUNDS, f/k/a CNI CHARTER FUNDS, a Delaware trust (the "Trust") and U.S. BANK, N.A., a national banking association (the "Custodian").

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