0001398344-21-001586 Sample Contracts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of CITY NATIONAL ROCHDALE FUNDS a Delaware Statutory Trust Principal Place of Business: 400 North Roxbury Drive Beverly Hills, California 90210 Dated as of August 20, 2020
Agreement and Declaration of Trust • January 28th, 2021 • City National Rochdale Funds • Delaware

WHEREAS, THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made and entered into as of August 20, 2020, by the Trustees hereunder;

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EIGHTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 28th, 2021 • City National Rochdale Funds

THIS EIGHTH AMENDMENT TO LOAN AGREEMENT is made and entered into effective as of this 10th day of April, 2020 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 “T rust”), 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 “B orrowing Funds”), and with its address at 400 North Roxbury Drive, Beverly Hills, California, 90210.

AMENDMENT TO THE CUSTODY AGREEMENT
The Custody Agreement • January 28th, 2021 • City National Rochdale Funds

THIS AMENDMENT dated as of March 20, 2020 to the Custody Agreement dated as of August 1, 2011, as amended (the “Custody Agreement”), is entered into by and between CITY NATIONAL ROCHDALE FUNDS, a Delaware trust (the "Trust") and U.S. BANK, N.A., a national banking association (the "Custodian").

INVESTMENT MANAGER AGREEMENT AMENDMENT
Investment Manager Agreement • January 28th, 2021 • City National Rochdale Funds

This AMENDMENT AGREEMENT is made as of August 25, 2020, 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”):

CITY NATIONAL ROCHDALE GOVERNMENT MONEY MARKET FUND FEE WAIVER AGREEMENT
Fee Waiver Agreement • January 28th, 2021 • City National Rochdale Funds • Delaware

THIS FEE WAIVER AGREEMENT is made as of August 1, 2020 (the “Effective Date”), by and between City National Rochdale Funds (the “Trust”), a Delaware statutory trust, on behalf of the City National Rochdale Government Money Market Fund series of the Trust (the “Fund”), and City National Rochdale, LLC (the “Adviser”), a Delaware limited liability company.

INVESTMENT MANAGER AGREEMENT AMENDMENT
Investment Manager Agreement • January 28th, 2021 • City National Rochdale Funds

This AMENDMENT AGREEMENT is made as of August 25, 2020, by and among City National Rochdale, LLC, a limited liability company organized under the laws of the state of Delaware (the “Adviser”), Alcentra Limited, a limited liability company organized under the laws of 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”):

CITY NATIONAL ROCHDALE FUNDS AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • January 28th, 2021 • City National Rochdale Funds • California

THIS AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT (this “Agreement”) is made as of the 7th day of December, 2020, by and between CITY NATIONAL ROCHDALE FUNDS, a business trust organized under the laws of the State of Delaware (the “Trust”), and CITY NATIONAL BANK (“CNB”).

AMENDMENT No. 4 TO amended and restated ADMINISTRATION AGREEMENT
Administration Agreement • January 28th, 2021 • City National Rochdale Funds • Delaware

THIS AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this “Amendment”), effective as of the 3rd day of December, 2020 (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”).

INVESTMENT MANAGER AGREEMENT AMENDMENT
Investment Manager Agreement • January 28th, 2021 • City National Rochdale Funds

This AMENDMENT AGREEMENT is made as of August 25, 2020, 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”), with respect to the City National Rochdale Fixed Income Opportunities Fund (the “Fund”), a series of City National Rochdale Funds (the “Trust”):

INVESTMENT MANAGER SUB-ADVISORY AGREEMENT AMENDMENT
Investment Manager Sub-Advisory Agreement • January 28th, 2021 • City National Rochdale Funds

This AMENDMENT AGREEMENT is made as of December 21, 2020, by and between City National Rochdale, LLC, a limited liability company organized under the laws of the state of Delaware (the “Adviser”), and Federated Investment Management Company, a Delaware statutory trust (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”):

NINTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 28th, 2021 • City National Rochdale Funds

THIS NINTH AMENDMENT TO LOAN AGREEMENT is made and entered into effective as of this 9th day of September, 2020 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 “B orrowing Funds”), and with its address at 400 North Roxbury Drive, Beverly Hills, California, 90210.

INVESTMENT MANAGER AGREEMENT AMENDMENT
Investment Manager Agreement • January 28th, 2021 • City National Rochdale Funds

This AMENDMENT AGREEMENT is made as of August 25, 2020, 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”), with respect to the City National Rochdale Fixed Income Opportunities Fund (the “Fund”), a series of City National Rochdale Funds (the “Trust”):

INVESTMENT MANAGER AGREEMENT AMENDMENT
Investment Manager Agreement • January 28th, 2021 • City National Rochdale Funds

This AMENDMENT AGREEMENT is made as of August 25, 2020, by and between City National Rochdale, LLC, a limited liability company organized under the laws of the state of Delaware (the “Adviser”), and AllFinancial Partners II, LLC, a limited liability company organized under the laws of the state of Delaware (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”):

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