0001398344-23-001228 Sample Contracts

INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • January 27th, 2023 • City National Rochdale Funds • New York

This AGREEMENT made as of November 1, 2022, by and among 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 the 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”):

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INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • January 27th, 2023 • City National Rochdale Funds • New York

This AGREEMENT made as of November 1, 2022, 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”):

TRANSFER AND ASSUMPTION AGREEMENT
Transfer and Assumption Agreement • January 27th, 2023 • City National Rochdale Funds

THIS TRANSFER AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of the 1st day of October, 2022, between City National Rochdale Fixed Income Opportunities (Ireland) Limited, a company organized under the laws of Ireland ("Transferor"), and CNR FIOF Investments (Ireland) Limited, a company organized under the laws of Ireland ("Transferee").

Eleventh AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 27th, 2023 • City National Rochdale Funds

THIS ELEVENTH AMENDMENT TO LOAN AGREEMENT is made and entered into effective as of this 7th day of September, 2022 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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