0001398344-15-000415 Sample Contracts

INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • January 28th, 2015 • City National Rochdale Funds • New York

This AGREEMENT made as of May 30, 2014, by and between City National Rochdale, LLC, a limited liability company organized under the laws of the state of Delaware (the “Adviser”) and Seix Investment Advisors LLC, a limited liability company organized under the laws of the state of Delaware (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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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 28th, 2015 • 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.

LOAN AGREEMENT
Loan Agreement • January 28th, 2015 • 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").

INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • January 28th, 2015 • City National Rochdale Funds • Illinois

This AGREEMENT made as of June 10th, 2014, 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”):

INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • January 28th, 2015 • City National Rochdale Funds • Illinois

This INVESTMENT MANAGER AGREEMENT (this “Agreement”) made as of June 19, 2014, by and between City National Rochdale, LLC, a limited liability company organized under the laws of the state of Delaware (the “Adviser”) and All Financial Partners II LLC, a limited liability company organized under the laws of the state of Delaware (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”):

SHAREHOLDER SERVICES FEE LIMITATION AGREEMENT
Shareholder Services Fee Limitation Agreement • January 28th, 2015 • City National Rochdale Funds • Delaware

This AGREEMENT is made this 28th day of January, 2015, between City National Rochdale Funds (the “Trust”), a Delaware statutory trust, and City National Rochdale, LLC (“City National Rochdale”), a Delaware limited liability company.

INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • January 28th, 2015 • City National Rochdale Funds • New York

This AGREEMENT made as of March 11, 2014, by and between 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 England and Wales (the “Investment Manager”), with respect to the City National Rochdale Fixed Income Opportunities Fund (the “Fund”), a series of City National Rochdale Funds (the ‘Trust”):

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • January 28th, 2015 • City National Rochdale Funds • Delaware

This AGREEMENT is made this 28th day of January, 2015, 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”).

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