City National Rochdale is a subsidiary of City National Bank, a national banking association (“City
National Bank”). City National Rochdale and City National Bank are wholly owned subsidiaries of RBC
USA Holdco Corporation, which is a wholly owned indirect subsidiary of Royal Bank of Canada.
City National Rochdale is registered as an investment adviser with the SEC. City National Rochdale
acquires clients in a variety of ways. The majority of clients, including clients that participate in the Wrap
Program, are introduced to City National Rochdale by affiliated and unaffiliated third parties, including
independent financial planners, investment advisors, consultants, CPAs, attorneys, and representatives of
broker-dealers (referred to as “Referring Partners”). Referring Partners provide services directly to clients
and clients pay fees for such services. Any such services are provided solely by Referring Partners and not
by, or on behalf of, City National Rochdale. Additionally, Referring Partners are compensated for
introductions to City National Rochdale. (See Item 9 in this Brochure for further information about the
activities of Referring Partners.)
City National Rochdale’s investment advisory services include sponsoring a wrap fee program that bundles
high net worth investment advisory services with brokerage services for a consolidated fee (“Wrap
Program”).
Wrap Program
City National Rochdale’s Wrap Program offers continuous management of client accounts (“Account(s)”)
on a fully discretionary basis including all security purchase and sale decisions. Securities transactions are
executed through the Adviser’s broker-dealer affiliate, CNR Securities LLC (“CNR Securities”), a member
of the Financial Industry Regulatory Authority (“FINRA”). Clients participating in the Wrap Program are
required to use CNR Securities as their broker-dealer. CNR Securities clears all of its transactions on a fully
disclosed basis through Pershing LLC (“Pershing”), but separate commissions are not charged for securities
transactions under the Wrap Program. Pershing also serves as the custodian for all client Accounts in the
Wrap Program. The City National Rochdale Wrap Program is not available for accounts maintained and
custodied by City National Bank.
In addition to actively managing client accounts, the Wrap Program helps clients set investment objectives
and determine appropriate asset allocations. A variety of investment styles can be employed, with client
consultation, to establish the investment style most appropriate for the client’s investment objectives.
Nevertheless, there can be no guarantee that a client’s objectives will be achieved.
The Wrap Program also offers the following services and reporting:
a) Meetings with the Adviser’s portfolio managers;
b) Confirmations of all purchases and sales in the Account;
c) Monthly statements showing activity in the Account, securities held, and month-
end valuations;
d) Detailed quarterly reports showing securities held and Account performance;
e) A comprehensive year-end tax information statement (1099-B, -DIV, -INT) and other
reports or information that clients may reasonably request.
Wrap Program Fee Schedules for City National Rochdale Wrap Program
The Wrap Program fee schedule is set forth below. City National Rochdale’s investment advisory fee for
its services to the Wrap Program is based upon the market value of the assets in the Account determined as
of the close of business on the last business day of the previous calendar quarter.
Asset Value
Investment
Advisory Fee1
Asset Value Wrap Fee2
First $500,000 1.00% $0 to $500,000 0.11%
Next $500,000 1.00% $500,000 to $1,000,000 0.10%
Next $1,000,000 1.00% $1,000,000 to $2,000,000 0.07%
Next $1,000,000 0.80% $2,000,000 to $3,000,000 0.07%
Next $2,000,000 0.80% $3,000,000 to $5,000,000 0.04%
Next $5,000,000 0.60% $5,000,000 to $10,000,000 0.03%
$10,000,000 and above 0.50% $10,000,000 and above 0.01%
1The Investment Advisory Fee is based on a tiered schedule (cumulative). Therefore, the Account at the specified
asset value will be charged the respective fee listed (e.g., charged 1.00% on the first $2 million of assets,
charged 0.80% on the next $3 million, etc.).
2The Wrap Program Fee, although based on assets, is not based on a cumulative tiered schedule but is fixed
with respect to the aggregate assets in the Account. Therefore, if the Account value is under $500,000, the
transaction fee is 0.11%. If the Account value is $500,000 to $1,000,000, the transaction fee is 0.10%, and so
forth.
Under certain circumstances, the fees shown can be negotiated on a case-by-case basis and be different from,
but not higher than, the above schedule.
Clients who participate in the Wrap Program will not be charged commissions on a transaction-by-
transaction basis. Securities transactions are effected “net” (i.e., without transaction based commissions) and
a portion of the Wrap Fee is considered as being in lieu of commissions. This program can cost the client
more or less than if management fees and commissions were charged separately. Custody fees payable to
Pershing are not separately charged to client Accounts. Clients are responsible, however, for miscellaneous
administrative fees that Pershing charges (e.g., retirement account custodial fees, safekeeping fees, wire
transfer fees and any other administrative fees, a list of which is available upon request). Additionally, clients
who are invested in any pooled investment vehicle or mutual fund will bear the expenses of that vehicle or
fund. Fund expenses vary depending upon the fund selected (See “Types of Investments” below).
General Information Regarding “Wrap Fees” or “All-Inclusive Fees”:
In establishing the Wrap Program fee schedule set forth above, City National Rochdale has considered a
variety of factors including costs to provide investment management services, direct communication with the
portfolio managers, detailed client reporting, custody of client assets through Pershing, as well as trading and
clearing costs for trades executed through CNR Securities. Depending, however, upon the level of the wrap
fee, the amount of trading in the client’s account, the value of custodial and other services in the Wrap Program,
and other factors, the cost of participating in the Wrap Program can be higher than the aggregate cost of such
services if they were to be separately purchased. In the Wrap Program, securities transactions will be executed
through CNR Securities without commission. This means that City National Rochdale at times will receive
higher investment advisory fees from clients in the Wrap Program whose accounts trade infrequently than
from other clients whose accounts trade frequently, or than from clients who pay an investment advisory fee
plus commissions. Similarly, CNR Securities’ fees can also be higher than fees it receives under traditional
commission-based arrangements. This is because CNR Securities will receive a fee regardless of the number of
trades in a client’s account during the quarter. In evaluating any wrap fee arrangement, a client should
recognize that City National Rochdale does not negotiate brokerage commissions or the execution terms of
trades in the client’s account.
Some clients favor an asset-based fee arrangement because the fee sets their brokerage cost at a predetermined
level. Other clients favor a commission arrangement because they anticipate their accounts will have little
trading activity. Clients who plan to follow a buy and hold strategy for the account, or do not wish to receive
ongoing investment advice or management services, should consider opening a brokerage account rather than
an advisory account. Please note that City National Rochdale does not offer a traditional brokerage
arrangement, so clients will open such accounts elsewhere.
When assessing a wrap fee program’s cost, a client should consider the amount of anticipated trading activity
and factors such as commission rates. City National Rochdale makes no guarantees that the aggregate cost of
a particular program is lower than other programs. Clients should evaluate whether an advisory (asset-based
fee) or brokerage (transaction-based fee) arrangement is appropriate for their needs.
Trading Away and other Associated Costs
Clients will generally not pay additional trading costs when CNR Securities is the broker-dealer that executes
a trade order in a Wrap Program account. However, portfolio managers will trade away if such portfolio
manager reasonably believes that another broker-dealer will provide a more favorable execution under the
circumstances, notwithstanding any additional costs that are incurred. When a portfolio manager trades away,
the trades are executed at a broker-dealer other than CNR Securities. If a portfolio manager executes trade
orders with a broker-dealer other than CNR Securities, the client will incur trading costs in addition to the
fees charged by City National Rochdale for the client’s participation in the Wrap Program. The broker-dealer
executing the trade-away transaction can charge fees that include, but are not limited to, commissions, markups,
markdowns or “spreads” paid to market makers, which the client will bear. Those fees are embedded in the
price paid or received and not shown separately in the trade confirmation.
City National Rochdale’s fixed income portfolio managers trade away. Accordingly, clients should expect
that all fixed income trades in the Wrap Program will be executed by broker-dealers other than CNR Securities
and that the client will pay transactional costs for these trades. Fixed income securities are primarily traded
in dealer markets. These securities are directly purchased from or sold to a financial services firm acting as a
dealer (or principal). A dealer can charge a commission, a markup (on securities it sells), a markdown (on
securities it buys) or a spread (the difference between the price it will buy or “bid” for the security and the
price at which it will sell or “ask” for the security) in the net price at which transactions are executed. The bid
and ask are prices quoted by the dealer, so the client should understand that a dealer’s bid price would be the
price at which a client is selling their security, and the dealer’s ask price would be the price at which a client
is buying the security. As a result, fixed income managers and their strategies could be more costly to a client
than managers that primarily place client trade orders with CNR Securities for execution.
Types of Investments
In providing advisory services under the Wrap Program, City National Rochdale invests in a variety of asset
classes including small-, mid-, and large-cap equities and fixed income securities in domestic and
international markets.
Use of Affiliated Mutual Fund and Interval Fund Fees and Compensation
Depending on the objectives of a particular client, City National Rochdale recommends the use of various
investment funds sponsored and advised by City National Rochdale or its affiliates (including Royal Bank
of Canada Funds). These funds include the City National Rochdale Funds, an open-end management
investment company registered under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), consisting of mutual funds (the “City National Rochdale Funds”). City National Rochdale
is the investment adviser for and receives a management fee from each of the City National Rochdale Funds.
City National Rochdale has retained sub-advisers for the City National Rochdale Fixed Income
Opportunities Fund.
City National Rochdale provides investment advisory services to the City National Rochdale Select
Strategies Fund (“CNRLX”) and City National Rochdale Strategic Credit Fund (“CNROX,” and together
with CNRLX, the “City National Rochdale Interval Funds”), each a Delaware statutory trust registered under
the Investment Company Act as a closed-end management investment company. City National Rochdale
offers its clients, who satisfy certain suitability and eligibility requirements, interests in the City National
Rochdale Interval Funds. City National Rochdale has retained a sub-adviser for CNROX.
City National Rochdale manages the Special Opportunities Fund Ltd., an investment vehicle that is not
registered under the Investment Company Act (the “Offshore Fund”). The Offshore Fund is domiciled in
the British Virgin Islands. The Offshore Fund is currently in liquidation with an expected closure date on or
around March 31, 2024 and is no longer offered to City National Rochdale clients.
The City National Rochdale Funds, the City National Rochdale Interval Funds, and the Offshore Fund are
collectively referred to as the “Funds.” City National Rochdale and/or its affiliates receive fees for advisory
and other services to the Funds. All Funds are subject to an annual audit by an independent auditor and audited
financial statements are sent to investors annually.
City National Rochdale will use the City National Rochdale Funds, City National Rochdale Interval Funds
and Royal Bank of Canada (RBC) Funds (collectively, the “Affiliated Funds”) in the chart below for an
Account if they are appropriate, unless the client requests otherwise. City National Rochdale believes the
Affiliated Funds are appropriate investments because they offer a wide variety of investment strategies and
objectives and provide professional investment management, investment diversification, and convenience.
When City National Rochdale buys shares of Affiliated Funds for an Account, it earns a management fee,
City National Rochdale and/or its affiliates receive shareholder servicing fees and, for the City National
Rochdale Funds, its affiliates also earn distribution (12b-1) fees. These costs are in addition to the wrap fees
charged to the client’s account.
1The Fund Management Fee Rebate percentage reflected in the table above is applied against the net fee (net of fees paid to third-party sub-advisers) paid
by the Fund to City National Rochdale. Management Fees paid to third party sub-advisers are not credited by City National Rochdale.
2The Shareholder Servicing Fee for the Select Strategies Fund and the Strategic Credit Fund is rebated only for all qualified retirement plan and ERISA
and other tax-deferred retirement accounts.
City National Rochdale Funds and City
National Rochdale Interval Funds
Fund
Investment
Management
Fee
Fund
Investment
Management
Fee Credit %
12b-1 Fee 12b-1 Fee
Credit %
Shareholder
Servicing
Fees
Government Money Market Fund - Class N 0.26% 100% 0.30% 100% 0.25%
Municipal High Income Fund - Class N 0.50% 100% 0.25% 100% 0.25%
Fixed Income Opportunities Fund - Class N1 0.50% 100% 0.25% 100% 0.25%
U.S. Core Equity Fund - Class N 0.40% 100% 0.25% 100% 0.25%
Equity Income Fund - Class N 0.50% 100% 0.25% 100% 0.25%
Select Strategies Fund - Class Y 0.50% 100% N/A N/A 0.25%2
Strategic Credit Fund - Class Y1 1.50% 100% N/A N/A 0.25%2
Clients who invest in the Funds will pay management fees, Rule 12b-1 fees and/or shareholder
servicing fees, as applicable to City National Rochdale and/or its affiliates, as well as other expenses
of those Funds, in addition to the City National Rochdale investment advisory fees. Some of these fees
are credited back to clients based upon client agreement or regulatory requirements.
Certain Funds offer a fund share class that does not include a sub-accounting services fee. This means that
you should not assume that you will be invested in the share class with the lowest possible expense ratio that
the fund provider makes available to the investing public. In addition, the share class of money market funds
available as part of the cash sweep option for certain types of accounts will not necessarily be the lowest
cost share class available from the money market fund.
Using Affiliated Funds presents City National Rochdale with a conflict of interest, because City National
Rochdale could buy similar unaffiliated funds for an Account that do not pay management fees, 12b-1 fees,
shareholder servicing fees, or all of them, to City National Rochdale or its affiliates. Those unaffiliated funds
sometimes have lower overall fees than similar Affiliated Funds. Some of the Affiliated Funds have share
classes that do not charge 12b-1 fees, but those share classes are not available to City National Rochdale
wrap fee program clients. They are available only to City National Rochdale clients whose accounts are
maintained at CNB, advised by CNB or CNS and sub-advised by City National Rochdale.
City National Rochdale mitigates its conflict of interest by rebating all of City National Rochdale’s portion
of the fund-level management fees and distribution (12b-1) fees for the Affiliated Funds, for all client
Accounts in advisory programs as shown in the chart below.
Certain Affiliated Funds have a share class that does not charge distribution (12b-1) fees or shareholder
servicing fees, but that share class is not available to City National Rochdale wrap fee program clients. That
share class is available only to certain accounts maintained at CNB that meet a minimum initial investment
requirement of $1,000,000 and certain tax- deferred retirement plans held in plan level or omnibus accounts.
Periodically City National Rochdale adds funds to the City National Rochdale Funds or introduces additional
City National Rochdale Interval Funds and RBC Funds. Before investing an account’s assets in one of these
additional funds, City National Rochdale will notify the client of its intent to add the fund and deliver the
fund’s prospectus or summary prospectus to the client.
City National Rochdale’s affiliated broker-dealer, CNR Securities, LLC, also receives miscellaneous fees
for transactions effected in the City National Rochdale Funds and RBC Funds.
City National Rochdale receives revenue sharing payments from our affiliate, RBC, and other third parties
when it invests its clients’ assets in their mutual funds. City National Rochdale credits these revenue sharing
payments to all client accounts in advisory programs as reflected above.
Shareholder Servicing Fees:
Shareholder servicing fees compensate City National Rochdale, CNB, and City National Securities, Inc.,
(“CNS”) for responding to client shareholder inquiries, processing shareholder purchases and redemptions,
shareholder account maintenance, transmitting proxies/annual reports and other correspondence from the
Funds to shareholders, and for providing office space, equipment, facilities and personnel to provide the
aforementioned services. These and other fees are described in greater detail in the Funds’ prospectuses,
Statement of Additional Information or other offering documents.
City National Rochdale and/or its affiliates retain the shareholder servicing fees received from Affiliated
Funds, with the exception of ERISA and other tax-deferred retirement accounts invested in the City National
Rochdale Interval Funds, which are rebated entirely.
12b-1 Fees:
Distribution (12b-1) fees compensate CNB, CNS and CNR Securities, LLC for paying their own personnel
for distribution-related activities with respect to the applicable Affiliated Funds. CNS and CNR Securities
also use the 12b-1 fees that they receive to pay other broker-dealers who sell Fund shares. These and other
fees are described in greater detail in the Funds’ prospectus or offering documents. These fees directly benefit
CNB, CNS and CNR Securities.
For additional information on the fees City National Rochdale or its related persons receive for services to
the Funds, see Item 9 – Additional Information - Other Financial Industry Activities and Affiliations and Item
9 – Additional Information - Brokerage Practices.
Conflicts of Interest for Purchases of Affiliated Funds:
City National Rochdale has discretion to purchase Affiliated Funds for clients. City National Rochdale earns
management fees from Affiliated Funds, City National Rochdale and/or its affiliates earn shareholder
servicing fees from Affiliated Funds and City National Rochdale’s brokerage affiliates receive 12b-1 fees
from Affiliated Funds. City National Rochdale at times recommends or buys Affiliated Funds for clients,
even when similar unaffiliated funds charge lower fees. City National Rochdale’s and its affiliates’ receipt
of these fees is a conflict of interest. While City National Rochdale seeks to give clients unbiased, objective
investment advice about the selection of funds and share classes for its clients, it also has an interest in earning
more fees for itself and its affiliates by recommending or buying for clients Affiliated Funds. City National
Rochdale seeks to mitigate this conflict by crediting entirely its portion of Affiliated Fund management fees
and (12b-1) fees for all client Accounts in advisory programs. Because City National Rochdale and/or its
affiliates keep at least some of these fees, City National Rochdale continues to have a conflict of interest in
recommending or buying Affiliated Funds for an Account. In addition to the fee rebate practices discussed
above, City National Rochdale seeks to mitigate its conflict through disclosure in this Brochure.
A client’s total cost to own some Affiliated Funds will be higher than the cost of owning other, similar
unaffiliated funds that are equally appropriate for a client’s account. Higher fees reduce fund
performance and therefore account performance.
Conflicts of Interest for Purchases of Third-Party Funds and Cash Sweep Arrangements:
City National Rochdale has an incentive to invest client assets in products of sponsors and fund managers that
share their revenue with us, over other products of sponsors or fund managers that do not share their revenue
or who share less. City National Rochdale has a conflict of interest in earning more fees for itself and its
affiliates. A client’s total cost to own such funds may be higher than the cost of owning other, similar funds
that are equally appropriate for a client’s account that do not share their revenue with us. Higher costs reduce
performance and therefore account performance. City National Rochdale seeks to mitigate this conflict
through disclosure in this Brochure.
City National Rochdale will automatically sweep cash balances into non-affiliated money market funds
available to accounts custodied at Pershing (“Sweep Fund”). City National Rochdale receives compensation
as part of a revenue sharing arrangement for City National Rochdale client assets invested in the Sweep Funds.
Interest rates received on Sweep Funds generally are lower than the interest rates available if clients make
deposits directly with a bank or other depository institution or invest in other money market funds or cash
equivalents.
City National Rochdale maintains a cash sweep arrangement with Pershing LLC that allows Wrap Program
Accounts to earn interest on cash awaiting investment (“Sweep Program”). Pershing provides Wrap Program
Accounts with an automated sweep to money market funds (“Sweep Funds”) available on its Cash
Management Choice platform from time to time. The Sweep Program is offered at no additional charge or
cost to the Account.
Available Sweep Funds include: Federated Hermes Government Reserves Fund – P Share Class (GRFXX);
Federated Hermes Government Obligations Fund - Service Share Class (GOSXX); and Federated Hermes
Government Obligations Fund – Capital Share Class (GOCXX), based on Account eligibility. Sweep Funds
may be added or removed without prior notice.
Your advisor can provide you with additional information about Sweep Program eligibility and a list of
currently available money market funds and eligibility requirements. For additional information, please also
refer to Pershing LLC’s Cash Management Solutions page of its public website, available at:
https://www.pershing.com/us/en/what-we-provide/investment-solutions/cash-management-solutions.html
Fees Incurred from Unaffiliated Fund Transfers, Surrender Charges or Contingent Deferred
Sales Charges):
If a client transfers a previously purchased investment into a City National Rochdale account, such as a mutual
fund, annuity or alternative investment, or liquidates the previously purchased investment and transfers the
proceeds into a City National Rochdale account, clients can incur a fee (sometimes called a “surrender
charge,” “contingent deferred sales charge” or “CDSC”) upon the sale or redemption in accordance with the
investment product’s prospectus. In many cases, the CDSC is only charged if a client does not hold the security
for a minimum period of time. If a client transfers a previously purchased mutual fund into an account that is
subject to a CDSC, then the client will pay that charge when the mutual fund is sold, unless the client instructs
otherwise. These fees are disclosed in separate disclosure documents clients will receive from the third party
mutual fund, annuity, or alternative investment.
Closed-End and Private Investment Fund Fees and Compensation:
Clients invested in closed-end funds and private investment funds will bear a proportionate share of the fees
and expenses of any fund in which their assets are invested. The fund fees and expenses are in addition to
Wrap Program fees reflected in the above fee schedule. These closed-end fees and expenses typically include
investment advisory, administrative, transfer agent, custodial, legal, audit and other customary fees and
expenses. City National Rochdale has a material conflict of interest in recommending to clients that they
invest in closed-end and private funds that pay it and/or its affiliates fees, which are credited back based upon
client agreement and/or regulatory requirements. This is because City National Rochdale has a financial
incentive to recommend funds based on the fees its affiliates will earn rather than on a client’s needs. City
National Rochdale seeks to mitigate this conflict through disclosure in this Brochure. The client is encouraged
to read the prospectuses or offering documents of the funds in which the account assets are invested for a more
complete explanation of these fees and expenses.
Other Aspects of City National Rochdale’s Investment Advisory Business
City National Rochdale provides investment management programs other than the Wrap Program. Portfolio
managers responsible for Wrap Program Accounts are also involved in providing investment management
services to Accounts that are outside of the Wrap Program. Advisory programs available through City
National Rochdale are described below. In managing Accounts in the Wrap Program and in providing
services in connection with the advisory programs noted below, City National Rochdale seeks to and
customize client portfolios, based upon the individual circumstances and requirements of the client and taking
into consideration such factors as the type of client, age of the client, time horizon for investments, investment
goals, cash flow needs, tax concerns and sensitivity to risk. Each is described in more detail in the Adviser’s
“Firm Brochure.”
City National Rochdale provides investment advisory services to clients with portfolios of $1 million and
above, primarily on a discretionary basis. City National Rochdale works with each client to determine their
portfolio needs and limitations and designs an asset allocation and investment objective plan to meet their
goals. Thereafter, City National Rochdale portfolio managers implement each plan, working directly with the
client and their financial advisor, on a one-on-one basis. A typical client relationship will also have a third-
party financial advisor to assist the client through the implementation process and work with City National
Rochdale on the on-going portfolio management of the client’s assets. This includes working with a client’s
already existing portfolio to efficiently build out what City National Rochdale believes to be an appropriate
portfolio (i.e. utilizing existing securities where appropriate), managing across multiple types of accounts
(IRA, trust, personal, joint, etc.), allowing clients to place restrictions on securities (industry, sector, etc.),
types of securities (options, derivatives, etc.), and investment strategies (large cap, international, alternative,
etc.), and managing a client’s portfolio in seeking to meet a client’s specific distribution needs and tax goals.
To the extent the client elects to invest in pooled vehicles to implement an asset allocation program, pooled
vehicles cannot accommodate a client’s restrictions. Except for the portion of each client’s account that is
invested in pooled vehicles, the account is managed separately from other clients of City National Rochdale
(i.e., not commingled, securities are purchased for each client’s personal accounts).
Investment Advisory Program: Intelligently personalized and customized portfolio
implementation and management for clients that meet City National Rochdale’s minimum
relationship requirements ($1 million portfolio value and above across all accounts managed).
Clients pay a commission for security trades in a separately managed account.
Sub-advisory Services Where City National Rochdale acts as a sub-advisor, City National
Rochdale is retained by an investment adviser who, in turn, has entered into an investment
management agreement directly with the client. Under a sub-advisory arrangement, City
National Rochdale has limited contact with clients and will manage accounts according to the
instructions of the investment adviser who has retained City National Rochdale to act in a sub-
advisory capacity.
City National Rochdale’s investment advisory programs do not pay City National Rochdale or its employees
performance fees or other incentive compensation. Accordingly, City National Rochdale does not believe that
these arrangements give rise to any conflict of interest or offer any incentive for any of the firm’s investment
personnel, including the portfolio manager responsible for managing client Accounts in the Wrap Program,
to favor any vehicle over any other Account.