0001398344-14-000418 Sample Contracts

CITY NATIONAL ROCHDALE FIXED INCOME OPPORTUNITIES (IRELAND) LIMITED FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 28th, 2014 • City National Rochdale Funds • California

This INVESTMENT MANAGEMENT AGREEMENT made and effective as of the 24th day of September, 2013, by and between CITY NATIONAL ROCHDALE FIXED INCOME OPPORTUNITIES (IRELAND) LIMITED (hereinafter called the “Company”), a company organized under laws of Ireland, and CITY NATIONAL ROCHDALE, LLC (hereinafter called the “Adviser”), a limited liability company organized under laws of the State of Delaware.

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ROCHDALE EMERGING MARKETS (MAURITIUS) INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 28th, 2014 • City National Rochdale Funds • California

This INVESTMENT MANAGEMENT AGREEMENT made and effective as of the 28th day of March, 2013, by and between ROCHDALE EMERGING MARKETS (MAURITIUS) (hereinafter called the “Fund”), a company organized under laws of Mauritius, and ROCHDALE INVESTMENT MANAGEMENT LLC (hereinafter called the “Adviser”), a limited liability company organized under laws of the State of Delaware.

CITY NATIONAL ROCHDALE FUNDS AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 28th, 2014 • City National Rochdale Funds

This AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT is made and effective as of the 3rd day of December, 2013, by and between City National Rochdale Funds (formerly known as “CNI Charter Funds”), a Delaware statutory trust (hereinafter referred to as the “Trust”), and City National Rochdale, LLC, a Delaware limited liability company (hereinafter referred to as the “Adviser”).

Form of JOINDER TO SERVICING AGREEMENT
Servicing Agreement • January 28th, 2014 • City National Rochdale Funds • New York

THIS JOINDER (this “Joinder”) to the Servicing Agreement (the “Servicing Agreement”) by and between City National Rochdale Alternative Total Return Fund LLC (f/k/a Rochdale Alternative Total Return Fund LLC), a Delaware limited liability company (the “Fund”) and Financial Life Services, LLC, a Delaware limited liability company, as servicer (the “Servicer”), is made and entered into as of _______________ ___, 2013 (the “Effective Date”) by and between City National Rochdale Fixed Income Opportunities (Ireland) Limited, a company organized under laws of Ireland (the “Subsidiary”), City National Rochdale Funds, a Delaware statutory trust (the “Trust”), on behalf of City National Rochdale Fixed Income Opportunities Fund (“FIOF”), a series of the Trust and the sole shareholder of the Subsidiary (“FIOF”), the Fund and the Servicer. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Servicing Agreement.

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation And • January 28th, 2014 • City National Rochdale Funds • Delaware

This AGREEMENT is made this 30th day of December, 2013, between City National Rochdale Funds, a Delaware statutory trust (the “Trust”) and City National Rochdale, LLC, a Delaware limited liability company (hereinafter called the “Adviser”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 28th, 2014 • City National Rochdale Funds • Delaware

THIS AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this “Amendment”), effective as of the 4th 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”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 28th, 2014 • City National Rochdale Funds • Delaware

THIS AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this “Amendment”), effective as of the 3rd day of October, 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”).

SHAREHOLDER SERVICES FEE LIMITATION AGREEMENT
Shareholder Services Fee Limitation Agreement • January 28th, 2014 • City National Rochdale Funds • Delaware

This AGREEMENT is made this 28th day of January, 2014, between City National Rochdale Funds (the “Trust”), a Delaware statutory trust, and City National Rochdale, LLC (“City National Rochdale”), a Delaware limited liability company.

Form of SERVICING AGREEMENT
Form of Servicing Agreement • January 28th, 2014 • City National Rochdale Funds • New York

SERVICING AGREEMENT, dated as of _________ __, 2010 (this “Agreement”), between Rochdale Alternative Total Return Fund LLC, a Delaware limited liability company (the “Fund”) and Financial Life Services, LLC, a Delaware limited liability company, as servicer (the “Servicer”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • January 28th, 2014 • City National Rochdale Funds • Delaware

This AGREEMENT is made this 30th day of December, 2013, between City National Rochdale Funds, a Delaware statutory trust (the “Trust”) and City National Rochdale, LLC, a Delaware limited liability company (hereinafter called the “Adviser”).

ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION
Acknowledgement of Assignment and Assumption • January 28th, 2014 • City National Rochdale Funds

THIS ACKNOWLEDGEMENT OF ASSIGNMENT AND ASSUMPTION ("Agreement"), dated as of September 10, 2013, is made by and between CNI Charter Funds (the "Trust") and City National Rochdale, LLC ("Assignee") with reference to the following Recitals:

CNI CHARTER FUNDS SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • January 28th, 2014 • City National Rochdale Funds

THIS SECOND AMENDMENT dated as of the 20th day of November, 2012, to the Custody Agreement dated as of August 1, 2011, as amended January 1, 2012 (the “Custody Agreement”), is entered into by and between CNI Charter Funds, a Delaware trust (the "Trust") and U.S. Bank, N.A., a national banking association (the "Custodian").

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