0001398344-16-009244 Sample Contracts

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 28th, 2016 • 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.

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FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 28th, 2016 • City National Rochdale Funds

THIS FIRST AMENDMENT TO LOAN AGREEMENT is made and entered into effective as of this 13th day of March, 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.

CITY NATIONAL ROCHDALE FUNDS AMENDMENT TO THE AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 28th, 2016 • City National Rochdale Funds

The undersigned, being a majority of the Trustees of City National Rochdale Funds, an open-end investment management company established under Delaware law as a Delaware statutory trust under an Agreement and Declaration of Trust dated October 25, 1996, as amended (the "Declaration of Trust"), and being authorized by Article VIII, Section 4 of the Declaration of Trust to effect this amendment, do hereby amend, effective as of August 27, 2015, the Declaration of Trust as follows:

CITY NATIONAL ROCHDALE FUNDS AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 28th, 2016 • City National Rochdale Funds • California

This AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT is made and effective as of the 27th day of August, 2015, by and between CITY NATIONAL ROCHDALE FUNDS, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of each series of the Trust listed in Appendix A hereto, as such Appendix may be amended from time to time (each series hereinafter referred to individually as a “Fund” and collectively as the “Funds”) 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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