TNBI Tanke Biosciences Corporation (PK)

		Diversified Fund		Core Fund
Investment Objectives		The Diversified Fund seeks to provide long-term capital growth.		The Core Fund seeks to provide long-term capital appreciation.
Principal Strategies		At least 80% of the Diversified Fund’s net assets (including borrowings for investment purposes) consists of common stocks of large-capitalization U.S. companies that are diversified among various industries and market sectors. For this purpose, CNR, the Fund’s investment adviser, considers a large-capitalization company to be a company with a market capitalization satisfying Standard & Poor’s eligibility criteria for inclusion in the S&P 500 Index at the time of investment (currently $4 billion or greater). This investment strategy may be changed at any time, with 60 days’ prior notice to shareholders.		At least 80% of the Core Fund’s net assets (including borrowings for investment purposes) consists of common stock of large and middle capitalization corporations domiciled in the United States. For this purpose, CNR, considers a large capitalization corporation and a middle capitalization corporation to be a corporation with a market capitalization satisfying Standard & Poor’s eligibility criteria, at the time of investment, for inclusion in the S&P 500 Index (currently $4 billion or greater) and the S&P Midcap 400 Index (currently $1 billion to $4.4 billion), respectively.

Up to 20% of the City National Rochdale Diversified Equity Fund’s net assets may consist of equity securities, consisting primarily of common stock, of mid-capitalization companies. For this purpose, CNR considers a mid-capitalization company to be a company with a market capitalization satisfying Standard & Poor’s eligibility criteria for inclusion in the S&P Midcap 400 Index at the time of investment (currently $1 billion to $4.4 billion). In addition to investing in U.S. corporations, the Diversified Fund invests in U.S. dollar denominated sponsored American Depositary Receipts of foreign corporations.     CNR manages a portion of the Diversified Fund’s assets by replicating the holdings of the S&P 500 Index other than tobacco-related companies. The investments of the remainder of the Diversified Fund are typically equity securities that a sub-adviser believes have one or more of the following characteristics: a price significantly below the intrinsic value of the issuer; favorable prospects for earnings growth; above average return on equity and dividend yield; and sound overall financial condition of the issuer.

CNR uses a multifactor investment approach employing a combination of macroeconomic, quantitative and fundamental analyses to select companies with share price growth potential that may not be recognized by the market at large. Macroeconomic analysis evaluates investment themes, geopolitical events, monetary and fiscal policy and global economic trends. Quantitative analysis seeks to measure the value of securities by using mathematical and statistical modeling and research. Fundamental analysis of a security involves measuring its intrinsic value by examining related economic, financial and other factors, such as the overall economy and industry conditions, and the financial condition and management of the issuer.

The Diversified Fund’s adviser and sub-adviser may determine to sell a security when its target value is realized, its earnings deteriorate, changing circumstances affect the original reasons for the security’s purchase, or more attractive investment alternatives are identified.

In selecting securities for the Fund, CNR utilizes proprietary industry and stock selection models to determine which industries and companies it believes are likely to provide superior risk adjusted returns. CNR also employs a proprietary company analysis framework to evaluate individual securities by examining fundamental data such as management quality, revenue and earnings growth, profitability, market share, cash flow and balance sheet strength. CNR seeks to manage the portfolio’s risk characteristics to be similar to those of the S&P 500 Index. CNR constructs the portfolio to closely resemble the S&P 500 Index with respect to factors such as market capitalization, earnings per share growth rates, return on equity, price to earnings, price to book and other commonly recognized portfolio characteristics.   CNR may determine to sell a security under several circumstances, including but not limited to when its target value is realized, the company’s earnings deteriorate, or more attractive investment alternatives are identified.

Diversified Fund		Core Fund
Index Risk –The performance of the portion of the Diversified Fund designed by CNR to replicate the S&P 500 Index may not exactly match the performance of the Index. That portion of the Diversified Fund does not hold every stock contained in the Index and the performance of the stocks held in the Diversified Fund may not track exactly the performance of the stocks held in the Index. Furthermore, unlike the Index, the Diversified Fund incurs management fees, 12b-1 fees (for Class N shares only), administrative expenses and transaction costs in trading stocks.   Foreign Investments (American Depositary Receipts) – Foreign investments tend to be more volatile than domestic securities, and are subject to risks that are not typically associated with domestic securities (e.g., unfavorable political and economic developments and the possibility of seizure or nationalization of companies, or the imposition of withholding taxes on income). The Diversified Fund invests in U.S. dollar denominated American Depositary Receipts of foreign companies (“ADRs”) which are sponsored by the foreign issuers. ADRs are subject to the risks of changes in currency or exchange rates (which affect the value of the issuer even though ADRs are denominated in U.S. dollars) and the risks of investing in foreign securities.   Sub-Adviser Allocation – The Diversified Fund’s performance is affected by CNAM’s decisions concerning how much of the Diversified Fund’s portfolio to allocate for management to the Diversified Fund’s sub-adviser or to retain for management by CNAM.		Investment Style – CNR primarily uses a core equity style to select investments for the Fund and will often choose equities that it considers to be “growth at a reasonable price” (GARP). These styles may fall out of favor, may underperform other styles and may cause volatility in the Core Fund’s share price.

	Diversified Fund		Core Fund		Pro Forma Core Fund
	Class N Shares	Institutional Class Shares	Class N Shares	Institutional Class Shares	Class N S hares	Institutional Class Shares
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)
Management Fee	0.75%	0.75%	0.40%	0.40%	0.40%	0.40%
Distribution (12b-1) Fee	0.25%	None	0.25%	None	0.25%	None
Other Expenses
Shareholder Servicing Fee	0.25%	None	0.25%	None	0.25%	None
Other Fund Expenses	0.09%	0.09%	0.09%	0.09%	0.14%	0.14%
Total Other Expenses	0.34%	0.09%	0.34%	0.09%	0.39%	0.14%
Total Annual Fund Operating Expenses +	1.34%	0.84%	0.99%	0.49%	1.04%	0.54%
Fee Waiver and/or Expense Reimbursement*	(0.20)%	(0.10)%	N/A	N/A	N/A	N/A
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.14%	0.74%	N/A	N/A	N/A	N/A

Institutional Class	1 Year	3 Years	5 Years	10 Years
Diversified Fund:	$76	$258	$456	$1,028
Core Fund:	$50	$157	$274	$616
Pro Forma Combined Core Fund:	$55	$173	$203	$677

 

Class N	1 Year	3 Years	5 Years	10 Years
Diversified Fund:	$116	$405	$715	$1,595
Core Fund:	$101	$315	$547	$1,213
Pro Forma Combined Core Fund:	$106	$331	$574	$1,271

 

Average Annual Total Returns* as of December 31, 2012

 

	One Year	Five Years	Ten Years
Institutional Class
Return Before Taxes	13.36%	(1.15)%	5.55%
Return After Taxes on Distributions	13.21%	(1.26)%	4.87%
Return After Taxes on Distributions and Distributions of Fund Shares	8.88%	(0.99)%	4.73%
Class N
Return Before Taxes	13.02%	(1.40)%	5.27%
S&P 500 Index (Reflects no deduction for fees, expenses or taxes)	16.00%	1.66%	7.10%

Comparison of Investment Restrictions

 

The fundamental and non-fundamental limitations of each Fund are subject are set forth in the following table.  The fundamental limitations may only be amended with shareholder approval.

 

Diversified Fund		Core Fund
Fundamental Limitations   The Diversified Fund may not purchase a security, other than government securities, if as a result of such purchase more than 5% of the value of the Diversified Fund’s assets would be invested in the securities of any one issuer, or the Diversified Fund would own more than 10% of the voting securities, or of any class of securities, of any one issuer, except that all of the investable assets of the Diversified Fund may be invested in another registered investment company having the same investment objective and substantially the same investment policies as the Diversified Fund. For purposes of this restriction, all outstanding indebtedness of an issuer is deemed to be a single class.		Fundamental Limitations   The Core Fund may not, with respect to 75% of its total assets, (i) purchase the securities of any issuer (except securities issued or guaranteed by the United States Government, its agencies or instrumentalities) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer; or (ii) acquire more than 10% of the outstanding voting securities of any one issuer.

How Will the Capitalization of the New Fund Compare with the Corresponding Existing Funds?

 

[The disclosure and table below will be updated to reflect capitalization information as of October 4 , 2013 prior to the Prospectus/Proxy Statement being mailed to shareholders.]

 

The following table sets forth as of August 31, 2013:  (i) the capitalization of each Fund and (ii) the pro forma capitalization of the Core Fund, as adjusted to give effect to the Reorganization.

 

Diversified Fund	Class N Shares	Institutional Class Shares	Total of All Class Shares
Aggregate Net Assets	$2,873,570	$45,119,099	$47,992,669
Shares Outstanding	182,311	2,869,964	3,052,275
Net Asset Value Per Share	$15.76	$15.72	$15.72
Core Fund	Class N Shares	Institutional Class Shares	Servicing Class Shares	Total of All Class Shares
Aggregate Net Assets	$62,585,278	$117	$64,024,211	$126,609,606
Shares Outstanding	5,409,319	10	5,526,452	10,935,781

Net Asset Value Per Share	$11.57	$11.63+	$11.59	$11.58
Combined Pro forma Core Fund	Class N Shares	Institutional Class Shares	Servicing Class Shares	Total of All Class Shares
Aggregate Net Assets	$65,458,848	$45,119,216	$64,024,211	$174,602,275
Shares Outstanding	5,657,683	3,879,554	5,526,452	15,063,689
Net Asset Value Per Share	$11.57	$11.63	$11.59	$11.59

 

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+ Net assets divided by shares do not calculate to the stated net asset value per share because net assets amount is shown rounded.  

 

 

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Description of the Securities to be Issued

 

The Trust is registered with the SEC as an open-end management investment company and its Trustees are authorized to issue an unlimited number of shares of beneficial interest in each separate series, including the Core Fund. Shares of each series of the Trust represent equal proportionate interests in the assets of that series only and have identical voting, dividend, redemption, liquidation, and other rights.  All shares issued are fully paid and non-assessable, and shareholders have no preemptive or other rights to subscribe to any additional shares.

 

VOTING AND MEETING PROCEDURES

 

How to Vote

 

This proxy is being solicited by the Board of Trustees of the Trust.  You can vote by mail or in person at the Meeting.

 

To vote by mail, sign and send us the enclosed Proxy voting card in the postage paid return envelope provided.  If you vote by Proxy, you can revoke your Proxy by notifying the Secretary of the Trust in writing, or by returning a Proxy with a later date.  You also can revoke a Proxy by voting in person at the Meeting.  Even if you plan to attend the Meeting and vote in person, please return the enclosed Proxy card.  This will help us ensure that an adequate number of shares are present at the Meeting.

 

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT YOU VOTE “ FOR ” THE PROPOSED REORGANIZATION.

 

Proxy Solicitation

 

In addition to the solicitation of proxies by mail, officers and employees of the Trust and CNR, without additional compensation, may solicit proxies in person or by telephone.  CNR will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for the costs of forwarding soliciting materials to beneficial owners of shares entitled to vote at the Meeting.

 

Quorum Requirements

 

The presence in person or by proxy of one third of the outstanding shares of the Diversified Fund entitled to vote will constitute a quorum for the Meeting.  If a quorum is not present, sufficient votes are not received by the date of the Meeting, or the holders of shares present in person or by proxy determine to adjourn the Meeting for any other reason, a person named as proxy may propose one or more adjournments from time to time to permit further solicitation of proxies.  The Fund will count all shares represented by proxies that reflect abstentions and “broker non-votes” (i.e., shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or the person entitled to vote, and the broker or nominee does not have discretionary voting power on the matter) as shares that are present and entitled to vote for purposes of determining a quorum.  A majority of shares represented at the meeting can adjourn the meeting.  The persons named as proxies will vote “FOR” adjournment with respect to a proposal those proxies which they are entitled to vote in favor of the proposal, and will vote those proxies they are required to vote against the proposal “AGAINST” such an adjournment.  Abstentions and “broker non-votes” will have no effect on the outcome of a vote on adjournment.

 

 

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Vote Required

 

Approval of the Reorganization requires the affirmative vote of the lesser of (i) 67% or more of the Diversified Fund shares present or represented at the meeting, if shareholders of more than 50% of all shares of the Diversified Fund are present or represented by proxy, or (ii) more than 50% of all shares of the Diversified Fund.

 

The Fund will count the number of votes cast “for” approval of the Reorganization to determine whether sufficient affirmative votes have been cast.  Assuming the presence of a quorum, abstentions and broker non-votes have the effect of negative votes.

 

If the shareholders of the Diversified Fund do not approve the Reorganization or the Reorganization is not completed for any other reason, the Diversified Fund will continue its current form of operation until the Board determines what further action, if any, to recommend to the shareholders of the Fund.

 

Shareholders Entitled to Vote

 

Shareholders of the Funds at the close of business on ______ __, 2013 will be entitled to be present and vote at the Meeting.  Shareholders are entitled to one vote for each share held and fractional votes for fractional shares held.  As of that date, XXX shares of the Diversified Fund (XXX Class N shares and XXX Institutional Class shares) were outstanding.

 

[The disclosure and table below will be updated to reflect information regarding shareholders owning greater than 5%/25% of either Fund as of October 4 , 2013 prior to the Prospectus/Proxy Statement being mailed to shareholders.]

 

As of ________, 2013, National Financial Services LLC on behalf of [_______] may be deemed to control the Diversified Fund by virtue of owning XX% of the outstanding shares of the Fund.  As of that date, National Financial Services, FEBO LLC on behalf of City National Bank (“CNB”), which is affiliated with CNR, owned of record XX% of the outstanding shares of the Core Fund. CNB is a national banking association located at 400 North Roxbury Drive, Beverly Hills, California 90210 and is a wholly-owned subsidiary of City National Corporation.  These control relationships will continue to exist until such time as each of the above-described share ownerships represents 25% or less of the outstanding shares of the respective Fund.  Through the exercise of voting rights with respect to shares of the Fund, the controlling person set forth above may be able to determine the outcome of shareholder voting on matters for which approval of shareholders is required.

 

The following table shows, to the knowledge of management of the Trust, the percentage of the total shares of each class of the Diversified Fund and the Core Fund owned of record at the close of business of ________, 2013 by persons owning of record more than 5% of the outstanding shares of the respective class.  The table also shows each such shareholder’s estimated percentage ownership of the same class of the combined Core Fund, as adjusted to give effect to the Reorganization, based on such shareholder’s present holdings.

 

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Diversified Fund Shareholder	Class	Percentage of Outstanding Shares in Class	Percentage of Outstanding Shares in Class of Combined Fund

 

Core Fund Shareholder	Class	Percentage of Outstanding Shares in Class	Percentage of Outstanding Shares in Class of Combined Fund

 

 

The Trustees and officers of the Trust as a group owned beneficially less than 1% of each of the Diversified Fund’s and the Core Fund’s outstanding shares as of ________, 2013.

 

GENERAL INFORMATION

 

The persons named in the accompanying Proxy will vote in each case as directed in the Proxy, but in the event an executed Proxy without instructions is received by the Trust, they intend to vote FOR the proposed Reorganization and may vote in their discretion with respect to other matters that may be presented to the Meeting.

 

Litigation

 

Neither the Diversified Fund nor the Core Fund is involved in any litigation or proceeding that management believes is  likely to have any material adverse financial effect upon the ability of CNR to provide investment advisory services or any material adverse effect upon either the Diversified Fund or the Core Fund.

 

Other Matters to Come Before the Meeting

 

Management of the Trust does not know of any matters to be presented at the Meeting other than those described in this Prospectus/Proxy Statement.  If other business should properly come before the Meeting, the Proxy holders will vote on them in accordance with their best judgment.

 

Shareholder Proposals

 

The Meeting is a special meeting of shareholders of the Diversified Fund.  The Trust is not required, nor does it intend, to hold regular annual meetings of the Fund’s shareholders.  If such a meeting is called, any shareholder who wishes to submit a proposal for consideration at the meeting should submit the proposal promptly to the Secretary of the Trust.  Any proposal to be considered for submission to shareholders must comply with applicable federal and state laws.

 

 

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FINANCIAL HIGHLIGHTS AND FINANCIAL STATEMENTS

 

The audited annual financial statements and financial highlights of the Diversified Fund for the year ended September 30, 2012 are incorporated by reference into the Statement of Additional Information to this Combined Prospectus and Proxy Statement.  The audited annual financial statements and financial highlights of the Diversified Fund have been audited by KPMG LLP, independent registered public accountants, to the extent indicated in their report thereon, and have been incorporated by reference in reliance upon such report given upon the authority of such firm as an expert in accounting and auditing.  The unaudited financial statements and financial highlights of the Diversified Fund and the Core Fund for the period ended March 31, 2013 are also incorporated by reference. The Core Fund’s semi-annual report for the period ended March 31, 2013 accompanies this Combined Prospectus and Proxy Statement.

 

INFORMATION FILED WITH THE

SECURITIES AND EXCHANGE COMMISSION

 

Additional information about the Diversified Fund and the Core Fund is included in their Prospectuses and Statement of Additional Information dated January 28, 2013, as supplemented, which are incorporated by reference herein.  The Commission file numbers for the Trust’s registration statement containing the current Prospectuses and Statement of Additional Information for the Funds, dated January 28, 2013, are Registration No. 811-07923 and Registration No. 333-16093.  Additional information about the Funds may also be obtained from the Trust’s Annual Report for the fiscal year ended September 30, 2012, which has been filed with the SEC.  Copies of the Prospectus, Statement of Additional Information, and Annual Report for the Funds may be obtained without charge by writing to the Funds at 400 North Roxbury Drive, Beverly Hills, California, 90210, by calling the Funds at 1-888-889-0799, or on the Funds’ website, www.citynationalrochdalefunds.com.  The Funds are subject to certain informational requirements of the Securities Exchange Act of 1934 and the 1940 Act, and in accordance with such requirements file reports, proxy statements, and other information with the SEC.  Once available, these materials may be inspected and copied:

 

•           At the Public Reference Facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549;

 

•           At the SEC's Regional Offices at 233 Broadway, New York, New York, 10279, and 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604;

 

•           By e-mail request to publicinfo@sec.gov (for a duplicating fee); and

 

•           On the SEC’s EDGAR database on the SEC’s Internet Web site at http://www.sec.gov .

 

*****

 

SHAREHOLDERS ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.

 

 

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APPENDIX A

 

AGREEMENT AND PLAN OF REORGANIZATION

 

This Agreement and Plan of Reorganization (this “Agreement”) is made as of this [ ] day of September, by and among City National Rochdale Funds, a Delaware statutory trust (the “Trust”), on behalf of the City National Rochdale U.S. Core Equity Fund, a separate series thereof (the “Core Fund”), the Trust, on behalf of the City National Rochdale Diversified Equity Fund, a separate series thereof (the “Diversified Fund”), and, solely for purposes of Section 4.4, City National Rochdale, LLC (“CNR”).

 

WHEREAS, the parties wish to effect a reorganization (the “Reorganization”) which will consist of the transfer of all of the assets of the Diversified Fund to the Core Fund in exchange for the assumption by the Core Fund of all of the liabilities of the Diversified Fund and the issuance by the Core Fund of the number of shares of the Core Fund (the “Shares”) described in Section 1.1, and the distribution of the Shares by the Diversified Fund to its shareholders in complete liquidation and dissolution of the Diversified Fund, all as more fully set forth in this Agreement.

 

WHEREAS, the Board of Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), has determined that the Reorganization is in the best interests of the shareholders of the Diversified Fund and the Core Fund, respectively, and that their interests would not be diluted as a result of the transactions contemplated thereby.

 

NOW THEREFORE, in consideration of the agreements contained in this Agreement, the parties agree as follows;

 

Article 1

Transfer of Assets and Liabilities

 

1.1     Transfer of Assets and Liabilities.   Subject to the terms and conditions set forth herein, on the Closing Date (as hereafter defined) the Diversified Fund shall transfer all of its assets to the Core Fund.  In exchange therefor, the Core Fund shall assume all of the liabilities of the Diversified Fund and deliver to the Diversified Fund a number of Class N and Institutional Class Shares which is equal to (i) the aggregate net asset value attributable to each such Class of shares of the Diversified Fund at the close of business on the business day preceding the Closing Date, divided by (ii) the net asset value per share of such Class of shares of the Core Fund outstanding at the close of business on the business day preceding the Closing Date.

 

1.2     Liquidation of Diversified Fund.   Subject to the terms and conditions set forth herein, on the Closing Date the Diversified Fund shall liquidate and shall distribute pro rata to each Class of its shareholders of record in proportion to their respective numbers of shares of each Class held by such shareholders, determined as of the close of business on the business day preceding the Closing Date, the same Class of Shares received by the Diversified Fund pursuant to Section 1.1.

 

1.3     No Issuance of Share Certificates. The Diversified Fund shall accomplish the liquidation and distribution provided for herein by opening accounts on the books of the Core Fund in the names of its shareholders and transferring to its shareholders the Shares credited to the account of the Diversified Fund on the books of the Core Fund.  No certificates evidencing Shares shall be issued.

 

 

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1.4     Time and Date of Valuation.   The number of Shares to be issued by the Core Fund to the Diversified Fund shall be computed as of 4:00 p.m. (Eastern time) on the business day preceding the Closing Date in accordance with the regular practices of the Diversified Fund, the Core Fund and the Trust.

 

1.5     Closing Time and Place. The Closing Date shall be [      ], 2013, or such later date on which all of the conditions set forth in Article 2 have been fulfilled or otherwise waived by the parties hereto, but in any event not later than [      ], 2013, or such later date as the parties may mutually agree.  All acts taking place on the Closing Date shall be deemed to be taking place simultaneously as of the commencement of business on the Closing Date, unless otherwise provided.  The closing of the Reorganization (the “Closing”) shall be held at [      ] (Pacific time) at the offices of Bingham McCutchen LLP, 355 S. Grand Avenue, Suite 4400, Los Angeles, California 90071, or such other time and/or place as the parties may mutually agree.

 

1.6     Delay of Valuation.   If on the business day preceding the Closing Date (a) the primary trading market for portfolio securities of either party is closed to trading or trading thereon is restricted, or (b) trading or the reporting of trading is disrupted so that an accurate appraisal of the value of the net assets of either party and an accurate calculation of the number of shares held by each shareholder is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

 

1.7     Termination of Diversified Fund.   As promptly as practicable after the Closing, and in any event no later than 12 months following the Closing, the Diversified Fund shall dissolve.

 

Article 2

Conditions Precedent to the Effectiveness of the Reorganization

 

The respective obligation of each party to effect the reorganization contemplated by this Agreement is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

 

2.1     Shareholder Approval. On or prior to the Closing Date, the shareholders of the Diversified Fund shall have approved the transactions contemplated by this Agreement in accordance with the provisions of Delaware law and the 1940 Act.

 

2.2     No Injunctions or Restraints.   On the Closing Date, no action, suit or other proceeding shall be pending before any court or government agency which seeks to restrain or prohibit or obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby.

 

2.3     Consents.   All consents of the other party and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by the Trust to permit consummation, in all material respects, of the transactions contemplated herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either party or the Trust.

 

 

 

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2.4     Effective Registration Statement.   The Form N-1A Registration Statement of the Trust and the Form N-14 Registration Statement of the Trust with respect to the Shares shall continue to be effective and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated.

 

2.5     Covenants, Representations and Warranties.   Each party shall have performed all of its covenants set forth in Article 4, and its representations and warranties set forth in Article 3 shall be true and correct in all material respects on and as of the Closing Date as if made on such date, and the President of the Trust shall have executed a certificate to such effect.

 

2.6      Statement of Assets and Liabilities.   The Diversified Fund shall have delivered to the Trust on the Closing Date a statement of its assets and liabilities, prepared in accordance with generally accepted accounting principles consistently applied, and all of the assets of the Diversified Fund as of the Closing Date shall consist of cash.

 

Article 3

Representations and Warranties

 

The parties represent and warrant as follows:

 

3.1     Structure and Standing.   Each party represents and warrants that it is duly organized as a series of a statutory trust, validly existing and in good standing under the laws of the State of Delaware, and has the power to own all of its properties and assets and conduct its business.

 

3.2     Power.   Each party  represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement has been duly authorized by all necessary action of the Board of Trustees of the Trust; this Agreement does not violate, and its performance will not result in violation of, any provision of the Declaration of Trust of the Trust, or any agreement, instrument or other undertaking to which it is a party or by which it is bound; and this Agreement constitutes its valid and binding contract enforceable in accordance with its terms, subject to the effects of bankruptcy, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto.

 

3.3     Litigation.   Each party represents and warrants that no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending against it and, to the best of its knowledge, none is threatened against it or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business; it knows of no facts which might form the basis for the institution of such proceedings; and it is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated.

 

3.4     Fund Assets.   The Diversified Fund represents and warrants that on the Closing Date the assets received by the Core Fund from the Diversified Fund will be delivered to the Core Fund as provided in Section 1.1 free and clear of all liens, pledges, security interests, charges or other encumbrances of any nature whatsoever created by the Diversified Fund and without any restriction upon the transfer thereof, except for such liabilities assumed as provided in Section 1.1.

 

 

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3.5     The Shares.   The   Core Fund represents and warrants that on the Closing Date (a) the Shares to be delivered to the Diversified Fund as contemplated in this Agreement will be duly authorized, validly issued, fully paid and nonassessable; (b) no shareholder of the Core Fund or any other series of the Trust has any preemptive right to subscription or purchase in respect thereof;   (c) the Diversified Fund will acquire the Shares free and clear of all liens pledges, security interests, charges or other encumbrances of any nature whatsoever created by the Trust and without any restriction on the transfer thereof; and (d) the Shares will be duly qualified for offering to the public in all of the states of the United States in which such qualification is required or an exemption from such requirement shall have been obtained.

 

3.6     Tax Status and Filings.   Each party represents and warrants that it is treated as a corporation separate from the other series of the Trust under Section 851(g) of the Code; it has satisfied the requirements of Subchapter M of the Code for treatment as a regulated investment company for each taxable year since its formation and has elected to be treated as such; it has filed or furnished all federal, state, and other tax returns and reports required by law to have been filed or furnished, and it has paid or made provision for payment of, so far as due, all federal, state and other taxes, interest and penalties; that no such return is currently being audited; and that no assessment has been asserted with respect to any such returns or reports.

 

3.7     Accuracy of Information.   Each party represents and warrants that all information furnished by it to the other party for use in any documents which may be necessary in connection with the transactions contemplated by this Agreement will be accurate and complete and will comply in all material respects with federal securities and other laws and regulations applicable thereto.

 

3.8     Acquisition of the Shares.   The Diversified Fund represents and warrants that the Shares it acquires pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, except in accordance with the terms of this Agreement.

 

3.9     Financial Statements.   Each party represents and warrants that its Statement of Assets and Liabilities as of [             ], 2013 provided to the other party has been prepared in accordance with generally accepted accounting principles consistently applied, and fairly reflects the financial condition of such party as of such date, and there are no known contingent liabilities of such party as of such date not disclosed therein.

 

3.10     No Adverse Changes.   Each party represents and warrants that since [    ], 2013, there has not been any material adverse change in its financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business except as otherwise disclosed in writing to and accepted by the other party (for the purposes of this paragraph, a decline in net asset value per share of a party shall not constitute a material adverse change).

 

3.11     Proxy Statement.   Each party represents and warrants that the Combined Proxy Statement and Prospectus contained in the Registration Statement on Form N-14 to be used in connection with the transaction contemplated hereby (only insofar as it relates to such party) will, on its effective date and on the Closing Date, not contain any untrue statement of material fact with respect to such party or omit to state a material fact required to be stated therein with respect to such party or necessary to make the statements therein with respect to such party, in light of the circumstances under which such statements were made, not materially misleading.

 

 

A-4

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3.12     Tax Distribution.   The Diversified Fund shall have distributed to its shareholders, in a distribution or distributions qualifying for the deduction for dividends paid under Section 561 of the Code, all of the Full Maturity Fund’s investment company taxable income (as defined in Section 852(b)(2) of the Code determined without regard to Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all of the excess of (i) its interest income excludable from gross income under Section 103(a) of the Code over (ii) its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date, and all of its net capital gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss carryforwards, for its taxable year ending on the Closing Date.

 

Article 4

Covenants

 

4.1     Conduct of Business.   During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, each party shall operate its business in the ordinary course except as contemplated by this Agreement.

 

4.2     Shareholder Meeting.   The Diversified Fund shall call a special meeting of its shareholders as soon as possible for the purpose of considering the reorganization contemplated by this Agreement.

 

4.3     Preparation of Combined Prospectus and Proxy Statement.   As soon as reasonably practicable after the execution of this Agreement, the Core Fund shall prepare and file a combined prospectus and proxy statement with respect to the reorganization with the United States Securities and Exchange Commission in form and substance satisfactory to both parties, and shall use its best efforts to provide that the combined prospectus and proxy statement can be distributed to the shareholders of the Diversified Fund as promptly as thereafter as practicable.  As soon a reasonably practicable, the parties shall also prepare and file any other related filings required under applicable state securities laws.

 

4.4     Fees and Expenses.   Whether or not this Agreement is consummated, CNR shall bear the costs and expenses of the Core Fund and the Diversified Fund incurred in connection with this Agreement and the transactions contemplated hereby; provided , however , that the Diversified Fund shall bear the costs and expenses associated with the liquidation of its investment portfolio.

 

4.5     Provision of Documents.   Each party agrees that it will, from time to time as and when reasonably requested by the other party, provide or cause to be provided to the other party such information, execute and deliver or cause to be executed and delivered to the other party such documents, and take or cause to be taken such further action, as the other party may deem necessary in order to carry out the intent of this Agreement.

 

4.6     Diversified Fund Liabilities.   The Diversified Fund will use its best efforts to liquidate its investment portfolio and discharge all of its financial liabilities and obligations prior to the Closing Date.

 

 

A-5

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4.7       Tax Treatment.   The Diversified Fund and the Core Fund hereby adopt this Agreement as a plan of complete liquidation of the Diversified Fund within the meaning of Section  331 of the Code.  The transactions contemplated by this Agreement are intended to effect a taxable liquidation of the Diversified Fund consisting of the reduction of the Diversified Fund’s assets to cash as contemplated by Section 2.6, the discharge by the Diversified Fund of its financial liabilities and obligations pursuant to Section 4.6, the assumption of any remaining liabilities of the Diversified Fund by the Core Fund pursuant to Section 1.1, the distribution of the Shares pursuant to Section 1.2, and the termination of the Diversified Fund pursuant to Section 1.7, all as set forth in this Agreement.  The Trust, on behalf of the Diversified Fund and the Core Fund, agrees to report the tax consequences of the transactions contemplated by this Agreement in conformity with this Section 4.7.

 

Article 5

Termination, Amendment and Waiver

 

5.1       Termination.   This Agreement may be terminated by resolution of the Board of Trustees of the Trust at any time prior to the Closing Date, if

 

(a)

either party shall have breached any material provision of this Agreement; or

 

(b)

circumstances develop that, in the opinion of such Board, make proceeding with the Reorganization inadvisable; or

 

(c)

any governmental body shall have issued an order, decree or ruling having the effect of permanently enjoining, restraining or otherwise prohibiting the consummation of this Agreement.

 

5.2       Effect of Termination.   In the event of any termination pursuant to Section 5.1, there shall be no liability for damage on the part of either party to the other party.

 

5.3       Amendment.   This Agreement contains the entire agreement of the parties with respect to the Reorganization and may be amended prior to the Closing Date by the parties in writing at any time; provided, however, that there shall not be any amendment that by law requires approval by the shareholders of a party without obtaining such approval.

 

5.4       Waiver.   At any time prior to the Closing Date, any of the terms or conditions of this Agreement may be waived by the Board of Trustees of the Trust if, in its judgment after consultation with legal counsel, such action or waiver will not have a material adverse effect on the benefits intended under this Agreement to the shareholders of the Diversified Fund or the Core Fund, respectively.

 

Article 6

General Provisions

 

6.1       Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

 

6.2       Assignment.   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by either party without the written consent of the other party.  Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

 

 

A-6

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6.3     Recourse.   All persons dealing with the Core Fund or the Diversified Fund must look solely to the property of the Core Fund or the Diversified Fund for the enforcement of any claims against the Core Fund or the Diversified Fund, respectively, as neither the trustees, officers, agents nor shareholders of the Trust, the Core Fund or the Diversified Fund assume any personal liability for obligations entered into on behalf of the Core Fund or the Diversified Fund, respectively.

 

6.4     Notices.   Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to either party at:

 

City National Rochdale Funds

400 North Roxbury Drive

Beverly Hills, CA 90210

Attn: Garrett R. D’Alessandro

 

with a copy to:

 

Bingham McCutchen LLP

355 S. Grand Avenue, Suite 4400

Los Angeles, CA 90071

Attn: Michael Glazer

 

*** Signature Page Follows***

 

 

A-7

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IN WITNESS WHEREOF, each party has caused this Agreement to be executed and attested on its behalf by its duly authorized representatives as of the date first above written.

 

	CITY NATIONAL ROCHDALE FUNDS, on behalf of the City National Rochdale U.S. Core Equity Fund
	By:
		Garrett R. D’Alessandro
		President & Chief Executive Officer
	CITY NATIONAL ROCHDALE FUNDS, on behalf of the City National Rochdale Diversified Equity Fund
	By:
		Garrett R. D’Alessandro
		President & Chief Executive Officer
		Solely for purposes of Section 4.4
		CITY NATIONAL ROCHDALE, LLC
	By:

 

 

A-8

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CITY NATIONAL ROCHDALE FUNDS

 

City National Rochdale U.S. Core Equity Fund

 

400 North Roxbury Drive

Beverly Hills, California 90210

(Toll free) 1-888-889-0799

 

Relating to the Acquisition of the Assets and Liabilities of

 

City National Rochdale Diversified Equity Fund

 

STATEMENT OF ADDITIONAL INFORMATION

 

__________, 2013

 

          This Statement of Additional Information is not a prospectus and should be read in conjunction with the Prospectus/Proxy Statement dated ____________, 2013 (the “Prospectus/Proxy Statement”), which relates to the shares of the City National Rochdale U.S. Core Equity Fund (the “Core Fund”), a separate series of the City National Rochdale Funds (the “Trust”), to be issued in exchange for shares of the City National Rochdale Diversified Equity Fund (the “Diversified Fund” and, together with the Core Fund, the “Funds”), also a separate series of the Trust.  At a Special Meeting of Shareholders of the Trust to be held on _______, 2013 at [X:XX a.m. Eastern Time], shareholders of the Diversified Fund will be asked to approve the reorganization of the Diversified Fund into the Core Fund, as described in the Prospectus/Proxy Statement (the “Reorganization”).

 

          Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Prospectus/Proxy Statement.

 

          To obtain a copy of the Prospectus/Proxy Statement, free of charge, please write to the Trust at the address shown above or call the number shown above.

 

          This Statement of Additional Information consists of this cover page and the documents listed below, each of which was filed electronically with the Securities and Exchange Commission (the “SEC”) and is incorporated herein by reference.

 

 

 

---

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

1.	The Funds’ Statement of Additional Information, dated January 28, 2013, as supplemented September 10, 2013 (File No. 333-16093), as filed with the SEC on September 10, 2013 (Accession No. 0001398344-13-004353) is incorporated herein by reference.
2.	The Diversified Fund’s Annual Report for the year ended September 30, 2012 (File No. 811-07923), as filed with the SEC on December 7, 2012 (Accession No. 0001398344-12-003779) is incorporated herein by reference.  The Core Fund commenced operations on December 3, 2012 and, therefore, did not have any financial information to report for the fiscal year ended September 30, 2012.
3.	The Funds’ Semi-Annual Report for the fiscal period ended March 31, 2013 (File No. 811-07923), as filed with the SEC on June 10, 2013 (Accession No. 0001398344-13-002827) is incorporated herein by reference.

 

Pro forma financial statements reflecting the consummation of the Reorganization are included below.

 

Please retain this Statement of Additional Information for further reference.

 

 

 

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Pro Forma Schedule of Investments (Unaudited)

City National Rochdale

U.S. Core Equity Fund and Diversified Equity Fund

March 31, 2013

 

			City National Rochdale								City National Rochdale
			U.S. Core Equity Fund								Diversified Equity Fund								Proforma Combined
			Shares				Value (000)				Shares				Value (000)				Shares				Value (000)
Common Stock - 98.3%
Aerospace & Defense - 2.2%
Boeing				-			$	-				582			$	50				582			$	50
General Dynamics				-				-				284				20				284				20
Honeywell International				-				-				670				51				670				51
L-3 Communications Holdings, Cl 3				-				-				77				6				77				6
Lockheed Martin				-				-				229				22				229				22
Northrop Grumman				-				-				203				14				203				14
Precision Castparts				-				-				945				179				945				179
Raytheon				-				-				278				16				278				16
Rockwell Collins				-				-				117				8				117				8
Textron				45,000				1,342				232				7				45,232				1,349
United Technologies				17,900				1,672				721				67				18,621				1,739
Total Aerospace & Defense								3,014								440								3,454
Air Freight & Logistics - 0.1%
CH Robinson Worldwide				-				-				138				8				138				8
Expeditors International of Washington				-				-				176				6				176				6
FedEx				-				-				250				25				250				25
United Parcel Service, Cl B				-				-				611				52				611				52
Total Air Freight & Logistics								-								91								91
Airlines - 0.0%
Southwest Airlines				-				-				622				8				622				8
Auto Components - 1.2%
BorgWarner				-				-				99				8				99				8
Delphi Automotive				-				-				251				11				251				11
Goodyear Tire & Rubber*				-				-				210				3				210				3
Johnson Controls				-				-				16,885				592				16,885				592
Magna International				20,900				1,227				-				-				20,900				1,227
Total Auto Components								1,227								614								1,841
Automotive - 0.3%
Ford Motor				-				-				38,851				511				38,851				511
Harley-Davidson				-				-				193				10				193				10
Total Automotive								-								521								521
Biotechnology - 4.8%
Alexion Pharmaceuticals*				-				-				167				15				167				15
Amgen				16,600				1,702				640				66				17,240				1,768
Biogen Idec*				-				-				1,352				261				1,352				261
Celgene*				24,500				2,840				358				42				24,858				2,882
Gilead Sciences*				45,600				2,231				5,741				281				51,341				2,512
Total Biotechnology								6,773								665								7,438
Building Products - 0.4%
Masco				-				-				305				6				305				6
Owens Corning*				-				-				13,700				540				13,700				540
Total Building Products								-								546								546
Capital Markets - 1.0%
Affiliated Managers Group*				7,500				1,152				1,230				189				8,730				1,341
Ameriprise Financial				-				-				174				13				174				13
Bank of New York Mellon				-				-				994				28				994				28
BlackRock, Cl A				-				-				107				27				107				27
Charles Schwab				-				-				939				17				939				17
E*Trade Financial*				-				-				244				3				244				3
Franklin Resources				-				-				118				18				118				18
Goldman Sachs Group				-				-				374				55				374				55
Invesco				-				-				377				11				377				11

 

 

 

---

 

 

Legg Mason				-				-				98				3				98				3
Morgan Stanley				-				-				1,173				26				1,173				26
Northern Trust*				-				-				186				10				186				10
State Street				-				-				390				23				390				23
T Rowe Price Group				-				-				221				16				221				16
Total Capital Markets								1,152								439								1,591
Chemicals - 2.0%
Air Products & Chemicals				-				-				177				16				177				16
Airgas				-				-				58				6				58				6
CF Industries Holdings				-				-				54				10				54				10
Dow Chemical				-				-				1,029				33				1,029				33
Eastman Chemical				-				-				132				9				132				9
Ecolab				-				-				227				18				227				18
EI du Pont de Nemours				-				-				798				39				798				39
FMC				-				-				118				7				118				7
International Flavors & Fragrances				-				-				70				5				70				5
LyondellBasell Industries, Cl A				-				-				5,424				343				5,424				343
Methanex				-				-				1,980				81				1,980				81
Monsanto				-				-				3,018				319				3,018				319
Mosaic				28,800				1,717				236				14				29,036				1,731
Potash Corp of Saskatchewan				-				-				9,900				389				9,900				389
PPG Industries				-				-				122				16				122				16
Praxair				-				-				253				28				253				28
Sherwin-Williams				-				-				73				12				73				12
Sigma-Aldrich				-				-				103				8				103				8
Total Chemicals								1,717								1,353								3,070
Commercial Banks - 4.0%
BB&T				-				-				20,498				643				20,498				643
CIT Group*				-				-				12,500				544				12,500				544
Comerica				-				-				160				6				160				6
Fifth Third Bancorp				-				-				748				12				748				12
First Horizon National				-				-				208				2				208				2
Huntington Bancshares*				-				-				719				5				719				5
KeyCorp*				-				-				789				8				789				8
M&T Bank				12,300				1,269				104				11				12,404				1,280
PNC Financial Services Group				-				-				452				30				452				30
Regions Financial				-				-				1,208				10				1,208				10
SunTrust Banks*				-				-				461				13				461				13
US Bancorp				45,500				1,544				1,592				54				47,092				1,598
Wells Fargo*				51,400				1,901				4,189				155				55,589				2,056
Zions Bancorporation				-				-				157				4				157				4
Total Commercial Banks								4,714								1,497								6,211
Commercial Services & Supplies - 0.4%
ADT				-				-				4,473				219				4,473				219
Cintas				-				-				90				4				90				4
Iron Mountain				-				-				143				5				143				5
Pitney Bowes				-				-				172				3				172				3
Republic Services, Cl A				-				-				254				8				254				8
Stericycle*				-				-				74				8				74				8
Tyco International				-				-				12,548				402				12,548				402
Waste Management				-				-				374				15				374				15
Total Commercial Services & Supplies								-								664								664
Communications Equipment - 3.1%
Aruba Networks				-				-				7,390				183				7,390				183
Cisco Systems				-				-				38,756				810				38,756				810
F5 Networks*				-				-				927				83				927				83
Harris				-				-				96				4				96				4
JDS Uniphase				-				-				201				3				201				3
Motorola Solutions				-				-				236				15				236				15
Palo Alto Networks*				-				-				1,690				96				1,690				96
Juniper Networks*				-				-				10,391				193				10,391				193
Qualcomm				45,800				3,066				6,558				439				52,358				3,505
Total Communications Equipment								3,066								1,826								4,892
Computers & Peripherals - 5.1%
Apple				9,900				4,382				2,811				1,244				12,711				5,626

 

 

 

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Dell				-				-				1,248				18				1,248				18
EMC*				69,200				1,653				7,428				178				76,628				1,831
Fusion-io*				-				-				7,340				120				7,340				120
Hewlett-Packard*				-				-				1,669				40				1,669				40
NetApp*				-				-				308				11				308				11
SanDisk				-				-				207				12				207				12
Seagate Technology				-				-				273				10				273				10
Stratasys*				-				-				2,830				210				2,830				210
Western Digital				-				-				185				9				185				9
Total Computers & Peripherals								6,035								1,852								7,887
Construction & Engineering - 2.0%
Chicago Bridge & Iron				24,000				1,490				-				-				24,000				1,490
Fluor				-				-				139				9				139				9
Jacobs Engineering Group*				-				-				111				6				111				6
Quanta Services*				57,300				1,638				182				5				57,482				1,643
Total Construction & Engineering								3,128								20								3,148
Construction Materials - 0.0%
Vulcan Materials				-				-				111				6				111				6
Consumer Finance - 1.9%
American Express				30,900				2,084				5,721				386				36,621				2,470
Capital One Financial				-				-				8,198				450				8,198				450
Discover Financial Services				-				-				423				19				423				19
SLM				-				-				387				8				387				8
Total Food & Staples Retailing								2,084								863								2,947
Containers & Packaging - 0.4%
Avery Dennison				-				-				86				4				86				4
Ball				-				-				128				6				128				6
Bemis				-				-				88				3				88				3
MeadWestvaco				-				-				150				5				150				5
Owens-Illinois*				-				-				140				4				140				4
Sealed Air				-				-				23,966				578				23,966				578
Total Containers & Packaging								-								600								600
Distributors - 0.0%
Genuine Parts				-				-				132				10				132				10
Diversified Consumer Services - 0.0%
H&R Block				-				-				232				7				232				7
Diversified Financial Services - 4.0%
Bank of America				-				-				45,546				555				45,546				555
Berkshire Hathaway, Cl B				-				-				7,881				821				7,881				821
Citigroup				45,200				2,000				6,677				295				51,877				2,295
CME Group, Cl A				-				-				262				16				262				16
IntercontinentalExchange				-				-				62				10				62				10
JPMorgan Chase				47,600				2,259				3,270				155				50,870				2,414
Leucadia National				-				-				251				7				251				7
McGraw-Hill				-				-				240				12				240				12
Moody's				-				-				166				9				166				9
Nasdaq Stock Market				-				-				101				3				101				3
NYSE Euronext				-				-				208				8				208				8
Total Diversified Financial Services								4,259								1,891								6,150
Diversified Telecommunication Services - 2.4%
AT&T				42,200				1,548				10,692				392				52,892				1,940
CenturyLink				-				-				535				19				535				19
Frontier Communications				-				-				853				3				853				3
Windstream				-				-				505				4				505				4
Verizon Communications				33,500				1,647				2,442				120				35,942				1,767
Total Diversified Financial Services								3,195								538								3,733
Electric Utilities - 1.5%
American Electric Power				33,900				1,649				415				20				34,315				1,669
Duke Energy				-				-				602				44				602				44
Edison International				-				-				278				14				278				14
Entergy				-				-				152				9				152				9

 

 

 

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Exelon				-				-				731				25				731				25
FirstEnergy				-				-				357				15				357				15
NextEra Energy				-				-				362				28				362				28
Northeast Utilities				-				-				10,269				446				10,269				446
Pepco Holdings				-				-				197				4				197				4
Pinnacle West Capital				-				-				94				6				94				6
PPL				-				-				498				16				498				16
Southern				-				-				743				35				743				35
Xcel Energy				-				-				417				12				417				12
Total Electrical Services								1,649								674								2,323
Electrical Equipment - 0.2%
AMETEK				-				-				5,185				225				5,185				225
Eaton				-				-				403				25				403				25
Emerson Electric				-				-				617				34				617				34
First Solar*				-				-				51				1				51				1
Rockwell Automation				-				-				119				10				119				10
Roper Industries				-				-				84				11				84				11
Total Electrical Equipment								-								306								306
Electronic Equipment, Instruments & Components - 0.7%
Amphenol, Cl A				-				-				136				10				136				10
Arrow Electronics*				-				-				15,500				630				15,500				630
Corning				-				-				35,558				474				35,558				474
FLIR Systems				-				-				124				3				124				3
Jabil Circuit				-				-				157				3				157				3
Molex				-				-				118				3				118				3
TE Connectivity				-				-				359				15				359				15
Total Electronic Equipment, Instruments & Components								-								1138								1,138
Energy Equipment & Services - 4.8%
Baker Hughes				-				-				378				17				378				17
Cameron International*				26,400				1,721				212				14				26,612				1,735
Diamond Offshore Drilling				-				-				59				4				59				4
Ensco, Cl A				-				-				199				12				199				12
FMC Technologies*				-				-				203				11				203				11
Halliburton				-				-				796				32				796				32
Helmerich & Payne				-				-				91				5				91				5
Nabors Industries				-				-				249				4				249				4
National Oilwell Varco				33,500				2,370				365				26				33,865				2,396
Noble				-				-				6,116				233				6,116				233
Rowan, Cl A				-				-				106				4				106				4
Schlumberger				30,800				2,307				4,555				341				35,355				2,648
Transocean*				-				-				5,900				307				5,900				307
Total Energy Equipment & Services								6,398								1,010								7,408
Food & Staples Retailing - 3.8%
Casey's General Stores				23,800				1,388				-				-				23,800				1,388
Costco Wholesale				17,600				1,867				372				39				17,972				1,906
CVS				40,600				2,233				1,052				58				41,652				2,291
Kroger				-				-				443				15				443				15
SYSCO				-				-				501				18				501				18
Walgreen				-				-				735				35				735				35
Wal-Mart Stores				-				-				1,429				107				1,429				107
Whole Foods Market				-				-				1,317				114				1,317				114
Total Food & Staples Retailing								5,488								386								5,874
Food Products - 1.8%
Archer-Daniels-Midland				-				-				563				19				563				19
Campbell Soup				-				-				153				7				153				7
ConAgra Foods				32,700				1,171				354				13				33,054				1,184
Dean Foods*				78,400				1,421				159				3				78,559				1,424
Hershey				-				-				128				11				128				11
HJ Heinz				-				-				274				20				274				20
Hormel Foods				-				-				115				5				115				5
JM Smucker				-				-				92				9				92				9
Kraft Foods Group				-				-				506				26				506				26
McCormick				-				-				113				8				113				8
Mead Johnson Nutrition, Cl A				-				-				173				13				173				13

 

 

 

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Mondelez International, Cl A				-				-				1,520				47				1,520				47
Tyson Foods, Cl A				-				-				242				6				242				6
Total Food Products								2,592								187								2,779
Food, Beverage & Tobacco - 0.7%
Beam				-				-				137				9				137				9
Brown-Forman, Cl B				-				-				130				9				130				9
Coca-Cola				-				-				3,275				133				3,275				133
Coca-Cola Enterprises				-				-				224				8				224				8
Constellation Brands, Cl A*				-				-				130				6				130				6
Crimson Wine Group				-				-				-				-				-				-
Dr Pepper Snapple Group				-				-				174				8				174				8
General Mills				-				-				552				27				552				27
Kellogg Company				-				-				213				14				213				14
Molson Coors Brewing, Cl B				-				-				133				7				133				7
Monster Beverage*				-				-				123				6				123				6
PepsiCo				-				-				9,927				785				9,927				785
Safeway				-				-				205				5				205				5
Total Food, Beverage & Tobacco								-								1,017								1,017
Gas Utilities - 0.0%
AGL Resources				-				-				101				4				101				4
ONEOK				-				-				175				9				175				9
Total Gas Utilities								-								13								13
Health Care Equipment & Supplies - 3.5%
Baxter International				22,000				1,598				6,166				448				28,166				2,046
Bard (C.R.)				-				-				65				6				65				6
Abbott Laboratories				-				-				8,462				299				8,462				299
Zimmer Holdings				-				-				145				11				145				11
St. Jude Medical				-				-				242				10				242				10
Stryker				-				-				247				16				247				16
Varian Medical Systems				-				-				93				7				93				7
Intuitive Surgical*				-				-				204				100				204				100
Becton Dickinson				-				-				166				16				166				16
Boston Scientific*				-				-				1,160				9				1,160				9
Medtronic				-				-				864				41				864				41
CareFusion*				-				-				12,932				452				12,932				452
DENTSPLY International				-				-				122				5				122				5
Edwards Lifesciences*				-				-				97				8				97				8
Covidien				24,700				1,676				9,953				675				34,653				2,351
Total Health Care Equipment & Supplies								3,274								2,103								5,377
Health Care Providers & Services - 2.5%
Tenet Healthcare*				-				-				89				4				89				4
AmerisourceBergen, Cl A				-				-				197				10				197				10
Cardinal Health				-				-				291				12				291				12
Catamaran*				-				-				2,850				151				2,850				151
HCA Holdings				-				-				4,750				193				4,750				193
Laboratory Corp of America Holdings*				-				-				6,980				630				6,980				630
Patterson				-				-				11,071				421				11,071				421
Quest Diagnostics				-				-				135				8				135				8
WellPoint				-				-				260				17				260				17
DaVita*				-				-				72				9				72				9
Express Scripts Holding				-				-				699				40				699				40
Cigna				-				-				244				15				244				15
Humana				-				-				135				9				135				9
McKesson				-				-				5,961				644				5,961				644
Aetna				-				-				280				14				280				14
UnitedHealth Group				27,600				1,579				876				50				28,476				1,629
Total Health Care Providers & Services								1,579								2227								3,806
Health Care Technology - 0.1%
Cerner*				-				-				1,335				126				1,335				126
Hotels, Restaurants & Leisure - 2.2%
Carnival				-				-				380				13				380				13
Chipotle Mexican Grill, Cl A*				-				-				27				9				27				9
Darden Restaurants				-				-				111				6				111				6
International Game Technology				-				-				226				4				226				4

 

 

 

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Las Vegas Sands				-				-				3,160				178				3,160				178
Marriott International, Cl A				-				-				208				9				208				9
McDonald's				-				-				857				85				857				85
Starbucks				24,700				1,407				5,030				286				29,730				1,693
Starwood Hotels & Resorts Worldwide				-				-				3,466				221				3,466				221
Wyndham Worldwide				-				-				117				8				117				8
Wynn Resorts				-				-				68				8				68				8
Yum! Brands				16,600				1,194				385				28				16,985				1,222
Total Hotels, Restaurants & Leisure								2,601								855								3,456
Household Durables - 0.2%
DR Horton				-				-				239				6				239				6
Garmin				-				-				94				3				94				3
Harman International Industries				-				-				58				3				58				3
Leggett & Platt				-				-				122				4				122				4
Lennar, Cl A				-				-				7,111				295				7,111				295
Newell Rubbermaid				-				-				245				6				245				6
PulteGroup				-				-				291				6				291				6
Whirlpool				-				-				67				8				67				8
Total Household Durables								-								331								331
Household Products - 0.4%
Clorox				-				-				112				10				112				10
Colgate-Palmolive				-				-				3,366				397				3,366				397
Kimberly-Clark				-				-				331				32				331				32
Procter & Gamble				-				-				2,334				180				2,334				180
Total Household Products								-								619								619
Independent Power Producers & Energy Trader [0.0%]
AES				-				-				529				7				529				7
NRG Energy				-				-				276				7				276				7
Total Independent Power Producers & Energy Trader								-								14								14
Industrial Conglomerates - 1.6%
3M				-				-				542				57				542				57
Danaher				36,300				2,256				495				31				36,795				2,287
General Electric				-				-				8,885				205				8,885				205
Total Industrial Conglomerates								2,256								293								2,549
Insurance - 5.2%
ACE				14,800				1,317				290				26				15,090				1,343
Aflac				-				-				400				21				400				21
Allstate				-				-				408				20				408				20
American International Group*				-				-				18,261				709				18,261				709
Aon				-				-				266				16				266				16
Assurant				-				-				67				3				67				3
Chubb				-				-				223				20				223				20
Cincinnati Financial				-				-				126				6				126				6
Coventry Health Care				-				-				115				6				115				6
Genworth Financial, Cl A*				-				-				44,921				449				44,921				449
Hartford Financial Services Group				-				-				373				10				373				10
HCC Insurance Holdings				-				-				13,500				567				13,500				567
Lincoln National				-				-				232				8				232				8
Loews				-				-				4,865				214				4,865				214
Marsh & McLennan				-				-				469				18				469				18
MetLife				-				-				17,634				670				17,634				670
Principal Financial Group				-				-				236				8				236				8
Progressive				-				-				475				12				475				12
Prudential Financial				37,500				2,212				397				23				37,897				2,235
Torchmark				-				-				80				5				80				5
Travelers				19,500				1,642				323				27				19,823				1,669
Unum Group				-				-				231				7				231				7
XL Group, Cl A				-				-				252				8				252				8
Total Insurance								5,171								2,853								8,024
Internet & Catalog Retail - 0.3%
Amazon.com*				-				-				1,551				413				1,551				413
Expedia				-				-				80				5				80				5

 

 

 

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Netflix				-				-				48				9				48				9
priceline.com*				-				-				43				30				43				30
TripAdvisor*				-				-				94				5				94				5
Total Internet & Catalog Retail								-								462								462
Internet Software & Services - 2.9%
Akamai Technologies*				-				-				152				5				152				5
eBay*				20,200				1,095				6,547				355				26,747				1,450
VeriSign				-				-				130				6				130				6
Yahoo!*				-				-				828				20				828				20
Facebook, Cl A*				-				-				10,300				263				10,300				263
Google, Cl A*				2,600				2,065				795				631				3,395				2,696
Total Internet Software & Services								3,160								1,280								4,440
IT Services - 4.0%
Accenture, Cl A				14,000				1,064				551				42				14,551				1,106
Automatic Data Processing				-				-				414				27				414				27
Cognizant Technology Solutions, Cl A*				-				-				258				20				258				20
Computer Sciences				-				-				131				6				131				6
Fidelity National Information Services				-				-				251				10				251				10
Fiserv*				-				-				114				10				114				10
IBM				4,900				1,045				895				191				5,795				1,236
Mastercard, Cl A				3,000				1,623				90				49				3,090				1,672
Paychex				-				-				277				10				277				10
SAIC				-				-				242				3				242				3
Teradata				-				-				142				8				142				8
Total System Services				-				-				137				3				137				3
Visa, Cl A				9,900				1,682				2,411				410				12,311				2,092
Western Union				-				-				486				7				486				7
Total IT Services								5,414								796								6,210
Leisure Equipment & Products - 0.0%
Hasbro				-				-				98				4				98				4
Mattel				-				-				294				13				294				13
Total Leisure Equipment & Products								-								17								17
Life Sciences Tools & Services - 1.2%
Agilent Technologies				-				-				296				12				296				12
Life Technologies				-				-				147				10				147				10
PerkinElmer				-				-				97				3				97				3
Waters*				-				-				73				7				73				7
Thermo Fisher Scientific				22,800				1,744				306				23				23,106				1,767
Total Life Sciences Tools & Services								1,744								55								1,799
Machinery - 3.2%
AGCO				-				-				3,900				203				3,900				203
Caterpillar				-				-				3,530				307				3,530				307
Cummins				11,700				1,355				2,461				285				14,161				1,640
Deere				-				-				333				29				333				29
Dover				-				-				149				11				149				11
Flowserve				-				-				41				7				41				7
Illinois Tool Works				-				-				355				22				355				22
Ingersoll-Rand				-				-				235				13				235				13
Joy Global				-				-				91				5				91				5
Paccar				-				-				13,302				673				13,302				673
Pall				-				-				95				7				95				7
Parker Hannifin				-				-				127				12				127				12
Pentair				-				-				1,826				96				1,826				96
Snap-on				-				-				50				4				50				4
Stanley Black & Decker				-				-				137				11				137				11
Titan International				-				-				10,100				213				10,100				213
Wabtec				16,800				1,715				-				-				16,800				1,715
Xylem				-				-				159				4				159				4
Total Machinery								3,070								1,902								4,972
Media - 3.4%
Cablevision Systems, Cl A				-				-				183				3				183				3
CBS, Cl B				-				-				500				23				500				23
Comcast, Cl A				47,300				1,987				8,355				351				55,655				2,338
DIRECTV*				33,100				1,874				490				28				33,590				1,902

 

 

 

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Discovery Communications, Cl A				-				-				210				16				210				16
Gannett				-				-				196				4				196				4
Interpublic Group				-				-				354				5				354				5
News, Cl A				-				-				1,709				52				1,709				52
Omnicom Group				-				-				223				13				223				13
Scripps Networks Interactive, Cl A				-				-				74				5				74				5
Time Warner				-				-				8,865				511				8,865				511
Time Warner Cable, Cl A				-				-				253				24				253				24
Viacom, Cl B				-				-				389				24				389				24
Walt Disney				-				-				5,323				302				5,323				302
Washington Post, Cl B				-				-				4				2				4				2
Total Media								3,861								1,363								5,224
Medical Products & Services - 0.0%
Hospira*				-				-				141				5				141				5
Metals & Mining - 0.1%
Alcoa				-				-				914				8				914				8
Allegheny Technologies				-				-				92				3				92				3
Cliffs Natural Resources				-				-				129				2				129				2
Freeport-McMoRan Copper & Gold, Cl B				-				-				811				27				811				27
Newmont Mining				-				-				424				18				424				18
United States Steel				-				-				123				2				123				2
Nucor				-				-				271				12				271				12
Total Metals & Mining								-								72								72
Multi-Utilities - 0.1%
Ameren				-				-				207				7				207				7
CenterPoint Energy				-				-				365				9				365				9
CMS Energy				-				-				226				6				226				6
Consolidated Edison				-				-				250				15				250				15
Dominion Resources				-				-				492				29				492				29
DTE Energy				-				-				147				10				147				10
Integrys Energy Group				-				-				67				4				67				4
NiSource				-				-				266				8				266				8
PG&E				-				-				375				17				375				17
Public Service Enterprise Group				-				-				432				15				432				15
SCANA				-				-				113				6				113				6
Sempra Energy				-				-				193				15				193				15
TECO Energy				-				-				175				3				175				3
Wisconsin Energy				-				-				196				8				196				8
Total Multi-Utilities								-								152								152
Multiline Retail - 1.2%
Dollar General*				-				-				262				13				262				13
Dollar Tree*				-				-				194				9				194				9
Family Dollar Stores				-				-				82				5				82				5
JC Penney				-				-				10,522				159				10,522				159
Kohl's				-				-				181				8				181				8
Macy's				-				-				338				14				338				14
Nordstrom				-				-				128				7				128				7
Target				23,100				1,581				556				38				23,656				1,619
Total Multiline Retail								1,581								253								1,834
Office Electronics - 0.0%
Xerox				-				-				1,046				9				1,046				9
Oil, Gas & Consumable Fuels - 5.6%
Anadarko Petroleum				-				-				2,468				216				2,468				216
Apache				-				-				335				26				335				26
Cabot Oil & Gas				-				-				180				12				180				12
Chesapeake Energy				-				-				445				9				445				9
Chevron				-				-				1,660				197				1,660				197
Cobalt International Energy*				-				-				2,660				75				2,660				75
Concho Resources*				-				-				2,070				202				2,070				202
ConocoPhillips				-				-				4,343				261				4,343				261
Consol Energy				-				-				195				7				195				7
Denbury Resources*				-				-				17,119				319				17,119				319
Devon Energy				-				-				323				18				323				18
EOG Resources				-				-				232				30				232				30
EQT				-				-				129				9				129				9

 

 

 

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Exxon Mobil				39,100				3,523				3,828				345				42,928				3,868
Hess				-				-				254				18				254				18
Kinder Morgan				-				-				540				21				540				21
Marathon Oil				-				-				605				20				605				20
Marathon Petroleum				-				-				283				25				283				25
Murphy Oil				-				-				155				10				155				10
Newfield Exploration*				-				-				116				3				116				3
Noble Energy				-				-				153				18				153				18
Occidental Petroleum				19,600				1,536				688				54				20,288				1,590
Peabody Energy				-				-				230				5				230				5
Phillips 66				-				-				5,181				362				5,181				362
Pioneer Natural Resources				-				-				113				14				113				14
QEP Resources				-				-				153				5				153				5
Range Resources				-				-				139				11				139				11
Southwestern Energy*				-				-				18,600				693				18,600				693
Spectra Energy				-				-				571				18				571				18
Tesoro				-				-				117				7				117				7
Valero Energy				-				-				7,172				326				7,172				326
Whiting Petroleum*				-				-				7,000				356				7,000				356
Williams				-				-				582				22				582				22
WPX Energy				-				-				171				3				171				3
Total Oil, Gas & Consumable Fuels								5,059								3,717								8,776
Paper & Forest Products - 0.0%
International Paper				-				-				377				18				377				18
Personal Products - 0.2%
Avon Products				-				-				369				8				369				8
Estee Lauder, Cl A				-				-				3,595				230				3,595				230
Total Personal Products								-								238								238
Pharmaceuticals - 2.6%
AbbVie				-				-				12,551				512				12,551				512
Actavis*				-				-				109				10				109				10
Allergan				12,600				1,406				1,683				188				14,283				1,594
Bristol-Myers Squibb				-				-				1,399				58				1,399				58
Eli Lilly				-				-				853				48				853				48
Forest Laboratories*				-				-				200				7				200				7
Johnson & Johnson				-				-				2,389				195				2,389				195
Merck				-				-				2,583				114				2,583				114
Mylan*				45,300				1,311				338				10				45,638				1,321
Perrigo				-				-				75				9				75				9
Pfizer				-				-				6,143				177				6,143				177
Total Pharmaceuticals								2,717								1,328								4,045
Professional Services - 0.0%
Dun & Bradstreet				-				-				35				3				35				3
Equifax				-				-				103				6				103				6
Robert Half International				-				-				119				4				119				4
Total Professional Services								-								13								13
Real Estate Investment Trust - 0.4%
American Tower, Cl A				-				-				2,198				169				2,198				169
Apartment Investment & Management, Cl A				-				-				125				4				125				4
AvalonBay Communities				-				-				97				12				97				12
Boston Properties				-				-				130				13				130				13
Equity Residential				-				-				274				15				274				15
HCP				-				-				387				19				387				19
Health Care				-				-				223				15				223				15
Host Hotels & Resorts				-				-				621				11				621				11
Kimco Realty				-				-				349				8				349				8
Plum Creek Timber				-				-				139				7				139				7
ProLogis				-				-				395				16				395				16
Public Storage				-				-				123				19				123				19
Simon Property Group				-				-				1,248				198				1,248				198
Ventas				-				-				249				18				249				18
Vornado Realty Trust				-				-				145				12				145				12
Weyerhaeuser				-				-				466				15				466				15
Total Real Estate Investment Trust								-								551								551

 

 

 

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Real Estate Management & Development - 1.2%
Brookfield Asset Management, Cl A				-				-				18,500				675				18,500				675
CBRE Group, Cl A*				-				-				7,440				188				7,440				188
Jones Lang LaSalle				10,300				1,024				-				-				10,300				1,024
Total Real Estate Management & Development								1,024								863								1,887
Road & Rail - 1.0%
CSX				-				-				872				22				872				22
Norfolk Southern				-				-				269				21				269				21
Ryder System				-				-				44				3				44				3
Union Pacific				9,900				1,410				401				57				10,301				1,467
Total Road & Rail								1,410								103								1,513
Schools 0.0%
Apollo Group, Cl A				-				-				86				2				86				2
Semi-Conductors - 1.4%
Advanced Micro Devices				-				-				519				1				519				1
Altera				-				-				273				10				273				10
Analog Devices				-				-				261				12				261				12
Applied Materials				-				-				1,025				14				1,025				14
ASML Holding, Cl G				-				-				2,355				160				2,355				160
Broadcom, Cl A				-				-				447				16				447				16
Cavium*				-				-				2,340				91				2,340				91
Intel				58,800				1,285				4,226				92				63,026				1,377
KLA-Tencor				-				-				142				7				142				7
Lam Research*				-				-				139				6				139				6
Linear Technology				-				-				199				8				199				8
LSI*				-				-				470				3				470				3
Microchip Technology				-				-				167				6				167				6
Micron Technology*				-				-				873				9				873				9
NVIDIA				-				-				534				7				534				7
NXP Semiconductor*				-				-				7,140				216				7,140				216
Stmicroelectronics, Cl Y				-				-				23,020				177				23,020				177
Teradyne*				-				-				163				3				163				3
Texas Instruments				-				-				944				33				944				33
Xilinx				-				-				223				9				223				9
Total Semi-Conductors								1,285								880								2,165
Software - 1.5%
Adobe Systems				-				-				426				18				426				18
Autodesk				-				-				192				8				192				8
BMC Software				-				-				112				5				112				5
CA				-				-				284				7				284				7
Citrix Systems*				-				-				159				11				159				11
Electronic Arts*				-				-				256				5				256				5
Intuit				-				-				238				16				238				16
Microsoft				-				-				21,013				601				21,013				601
Oracle				31,000				1,002				3,155				102				34,155				1,104
Red Hat				-				-				165				8				165				8
Salesforce.com*				-				-				1,975				353				1,975				353
ServiceNow*				-				-				1,610				58				1,610				58
Splunk*				-				-				2,320				93				2,320				93
Symantec*				-				-				589				15				589				15
Workday, Cl A*				-				-				1,540				95				1,540				95
Total Software								1,002								1,395								2,397
Specialty Retail - 2.3%
Abercrombie & Fitch, Cl A				-				-				68				3				68				3
AutoNation*				-				-				33				2				33				2
AutoZone*				-				-				311				124				311				124
Bed Bath & Beyond*				24,700				1,591				193				12				24,893				1,603
Best Buy				-				-				227				5				227				5
CarMax*				-				-				195				8				195				8
GameStop, Cl A				-				-				104				3				104				3
Gap				-				-				254				9				254				9
GNC Holdings, Cl A				-				-				4,770				187				4,770				187
Home Depot				15,400				1,075				5,598				391				20,998				1,466

 

 

 

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L Brands				-				-				205				9				205				9
Lowe's				-				-				948				36				948				36
O'Reilly Automotive				-				-				95				10				95				10
PetSmart				-				-				92				6				92				6
Ross Stores				-				-				190				12				190				12
Staples				-				-				576				8				576				8
Tiffany				-				-				102				7				102				7
TJX				-				-				623				29				623				29
Urban Outfitters*				-				-				94				4				94				4
Total Specialty Retail								2,666								865								3,531
Textiles, Apparel & Luxury Goods - 0.3%
Coach				-				-				240				12				240				12
Fossil*				-				-				46				4				46				4
Michael Kors Holdings*				-				-				3,830				217				3,830				217
Nike, Cl B				-				-				620				37				620				37
PVH				-				-				67				7				67				7
Ralph Lauren, Cl A				-				-				962				163				962				163
VF				-				-				75				13				75				13
Total Textiles, Apparel & Luxury Goods								-								453								453
Thrifts & Mortgage Finance - 0.0%
Hudson City Bancorp				-				-				406				4				406				4
People's United Financial				-				-				289				4				289				4
Total Thrifts & Mortgage Finance								-								8								8
Trading Companies & Distributors - 0.0%
Fastenal				-				-				231				12				231				12
WW Grainger				-				-				51				11				51				11
Total Trading Companies & Distributors								-								23								23
Water Utilities - 1.0%
American Water Works				38,400				1,591				-				-				38,400				1,591
Wireless Telecommunication Services - 0.3%
Crown Castle International*				-				-				251				18				251				18
MetroPCS Communications*				-				-				273				3				273				3
Sprint Nextel*				-				-				2,573				16				2,573				16
Vodafone Group ADR				-				-				12,100				344				12,100				344
Total Wireless Telecommunication Services								-								381								381
Total Common Stock								106,956								45,807								152,763
Short-Term Investments - 1.0%
CNI Government Money Market Fund, Cl I, 0.010%**†				-				-				548,966				549				548,966				549
CNI Prime Money Market Fund, Cl I, 0.030%**†				258,231				258				-				-				258,231				258
SEI Daily Income Trust Government Fund, Cl A, 0.020%**				-				-				548,966				549				548,966				549
SEI Daily Income Trust, Prime Obligation Fund, Cl A, 0.010%**				258,231				258				-				-				258,231				258
Total Short-Term Investments								516								1,098								1,614
Total Investments - 99.4%							$	107,472							$	46,905							$	154,377
Other Assets in Excess of Liabilities - 0.6%								1,087								(116	)							971
Net Assets - 100.0%							$	108,559							$	46,789							$	155,348

 

*   Non-income producing security.

** The rate reported is the 7-day effective yield as of March 31, 2013.

†   Investment in Affiliate.

ADR — American Depositary Receipt

Cl — Class

 

 

 

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City National Rochdale

U.S. Core Equity Fund and Diversified Equity Fund

Pro Forma Statement of Assets and Liabilities (000) (Unaudited)

March 31, 2013

 

		City National					City National
		Rochdale					Rochdale
		U.S. Core Equity					Diversified Equity				Proforma				Pro Forma
		Fund					Fund				Adjustments				Combined
ASSETS
Cost of securities		$	99,355				$	39,569							$	138,924
Investments in securities, at value		$	107,214				$	46,356							$	153,570
Affiliated investments, at value			258					549								807
Cash			22					9								31
Receivable for investment securities sold			937					126								1,063
Receivable for capital shares sold			871					1								872
Dividend and income receivable			60					24								84
Other assets (prepaid expenses)			1					3								4
TOTAL ASSETS			109,363					47,068								156,431
LIABILITIES
Payable for capital shares redeemed			626					1								627
Payable for income distributions			98					6								104
Investment adviser fees payable			36					26								62
Shareholder servicing and distribution fees payable			34					2								36
Administrative fees payable			4					2								6
Payable for investment securities purchased			-					226								226
Other accrued expenses			6					16								22
TOTAL LIABILITIES			804					279								1,083
NET ASSETS		$	108,559				$	46,789							$	155,348
Institutional Class Shares:
Net Assets ($Dollars)		$	110				$	43,075,277							$	43,075,387
Total  shares outstanding at end of period			10					2,864,939				1,079,683				3,944,632
Net asset value, offering and redemption price per share
(net assets ÷ shares outstanding)		$	10.92	^			$	15.04							$	10.92
Class N Shares:
Net Assets ($Dollars)		$	53,320,719				$	3,713,491							$	57,034,210
Total  shares outstanding at end of period			4,893,315					246,234				94,453				5,234,002
Net asset value, offering and redemption price per share
(net assets ÷ shares outstanding)		$	10.90				$	15.08							$	10.90
Servicing Class Shares:
Net Assets ($Dollars)		$	55,238,181				$	-							$	55,238,181
Total  shares outstanding at end of period			5,067,998					-								5,067,998
Net asset value, offering and redemption price per share
(net assets ÷ shares outstanding)		$	10.90				$	-							$	10.90

 

^ Net assets divided by shares do not calculate to the stated net asset value because net assets amount is shown rounded.

 

 

 

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Pro Forma Combining Statement of Operations (000) (Unaudited)

For the Period Ended March 31, 2013

 

		City National Rochdale U.S. Core Equity Fund*				City National Rochdale Diversified Equity Fund				Combined				Pro Forma Adjustments					Pro Forma Combined
Investment Income:
Dividends		$	500			$	788			$	1,288			$	-				$	1,288
Interest			-				-				-				-					-
TOTAL INCOME			500				788				1,288				-					1,288
Expenses:
Investment advisory fees			122				336				458				(279	)	(a)			179
Shareholder servicing fees - Class N (2)			77				19				96				-					96
Shareholder servicing fees - Servicing Class			38				-				38				-					38
Administration fees			13				21				34				(3	)	(b)			31
Trustees fees			1				2				3				-					3
Professional fees			5				6				11				-					11
Printing fees			2				2				4				(2	)	(c)			2
Transfer Agent fees			1				42				43				(25	)	(d)			18
Custodian fees			1				2				3				-					3
Registration and filing fees			-				2				2				-					2
Insurance and other expenses			1				4				5				(1	)	(e)			4
Total expenses			261				436				436				(310	)				387
Less:
Waiver of investment advisory fees			-				(45	)			(45	)			45					-
Waiver of shareholder servicing fees - Class N			-				(10	)			(10	)			-					(10	)
Net expenses			261				381				381				(265	)				377
Net investment income			239				407				907				265					911
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain/loss on investments			276				1,033				1,309				-					1,309
Net change in unrealized appreciation
on investments			8,117				2,752				10,869				-					10,869
Net urealized and unrealized gain			8,393				3,785				12,178				-					12,178
Net increase in net assets
resulting from operations		$	8,632			$	4,192			$	13,085			$	265				$	13,089

 

* Commenced operations on December 3, 2012.

 

 

 

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Notes to Pro Forma Financial Statements

The City National Rochdale

U.S. Core Equity Fund and Diversified Equity Fund

For the period ended March 31, 2013 (Unaudited)

 

1. Organization:

 

The City National Rochdale Funds (the "Trust") is organized as a Delaware business trust under an Amended and Restated Agreement and Declaration of Trust dated October 28, 1996. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company with 17 funds.

 

City National Rochdale Diversified Equity Fund (the “Target Fund”) is registered under the Investment Company Act of 1940 as a diversified open-end management investment company. The Target Fund’s investment objective is to provide long-term capital growth. The Target Fund offers two classes of shares:  Institutional Class and Class N.

 

The financial statements herein are those of the City National Rochdale U.S. Core Equity Fund (the “Acquiring Fund”). The Acquiring Fund seeks long-term capital appreciation. The Acquiring Fund offers three classes of shares:  Institutional Class, Class N and Servicing Class.

 

For the purposes of these Pro Forma Financial Statements, the financial information covers the period from December 3, 2012 to March 31, 2013 of the Acquiring Fund and the year ended March 31, 2013 for the Target Fund.

 

2.  Basis of Combination:

 

The accompanying unaudited Pro Forma Financial Statements Combining Schedules of Investments, Statements of Assets and Liabilities and Statements of Operations (“Pro Forma Financial Statements”) reflect the accounts of the Target Fund and the Acquiring Fund for the period ended March 31, 2013.  These statements have been derived from the books and records utilized in calculating daily net asset values at March 31, 2013.

 

The Pro Forma Financial Statements should be read in conjunction with the historical financial statements of the Target Fund and the Acquiring Fund, which have been incorporated by reference in the Statement of Additional Information.  The Target Fund and the Acquiring Fund each follow U.S. generally accepted accounting principles (“GAAP”) applicable to management investment companies which are disclosed in the historical financial statements.

 

The Pro Forma Financial Statements give effect to the proposed exchange of assets of the Institutional Class Shares and Class N Shares of the Target Fund for Institutional Class Shares and Class N Shares, respectively, of the Acquiring Fund.  Under generally accepted accounting principles, the Acquiring Fund will be the surviving entity for accounting purposes.

 

 

 

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The Pro Forma Financial Statements have been adjusted to reflect the anticipated advisory fee arrangement for the Acquiring Fund.  Certain other operating costs have also been adjusted to reflect anticipated expenses of the combined entity.  Other costs which may change as a result of the reorganization are currently undeterminable.

 

All fees and expenses incurred directly in connection with the consummation of the Reorganization and the transactions contemplated by the Plan of Reorganization will be borne by the investment advisers to the Acquiring Fund and the Target Fund as agreed between them, without regard to whether the Reorganization is consummated.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

3. Security Valuation:

 

For purposes of calculating their daily net asset values (“NAV”), the Target Fund and the Acquiring Fund (collectively, the “Funds”) each generally values their investments as follows:

 

Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded, or, if   there is no such reported sale, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Debt securities are priced based upon valuations provided by independent, third-party pricing agents, if available. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the market value for such securities. Debt obligations with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value. The prices for foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Prices for most securities held in the Funds are provided daily by recognized independent pricing agents. If a security price cannot be obtained from an independent, third-party pricing agent, the Funds seek to obtain a bid price from at least one independent broker.

 

Securities for which market prices are not "readily available" are valued in accordance with Fair Value Procedures established by the Funds' Board of Trustees (the "Board"). The Funds' Fair Value Procedures are implemented through a Fair Value Committee (the "Committee") designated by the Board. Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security's trading has been halted or suspended; the security has been de-listed from a national exchange; the security's primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security's primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. As of March 31, 2013, there were no fair valued securities.

 

 

 

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4.  Shares of Beneficial Interest

 

The Pro Forma Institutional Class shares and Class N shares net asset values per share assume the issuance of 3,944,622 Institutional Class Shares and 340,687 Class N shares of the Acquiring Fund, in exchange for 2,864,939 Institutional Class shares and 246,234 Class N shares of the Target Fund, respectively, which would have been outstanding at March 31, 2013 in connection with the proposed reorganization, assuming the Target Fund and the Acquiring Fund had been combined as of such date.

 

5.  Federal Income Taxes

 

It is the intention of the Target Fund and the Acquiring Fund to continue to qualify as a regulated investment company for Federal income tax purposes by complying with the appropriate provisions of Subchapter M of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its income to its shareholders. Accordingly, no provision for Federal income taxes has been made in the Pro Forma financial statements.

 

Management has analyzed the Acquiring Fund’s tax positions taken on federal income tax returns for all open tax years   and has concluded that as of March 31, 2013, no provision for income tax would be required in the Acquiring Fund’s financial statements. The Acquiring Fund’s Federal and state income and Federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

 

6.  Pro Forma Adjustments

 

(a)        An adjustment to the combined advisory fees reflects the fee structure of the Acquiring Fund and is calculated using the Acquiring Fund’s average net assets for the period ended March 31, 2013 in combination with the Target Fund’s average net assets for the same period.

 

 

 

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(b)        An adjustment to the combined administration fees reflects the fee structure of the Acquiring Fund and is calculated using the Acquiring Fund’s average net assets for the period ended March 31, 2013 in combination with the Target Fund’s average net assets for the same period.

 

(c)        Adjustment to reflect proforma printing fees due to the combining of the Funds into one and based upon the expense structure for the Acquiring Fund.

 

(d)        Adjustment to reflect proforma transfer agent fees due to the combining of the Funds into one and based upon the current expense structure of the Acquiring Fund.

   

(e)        Adjustment to reflect proforma insurance and other expenses due to the combining of the Funds into one and based upon the current expense structure for the Acquiring Fund.

 

 

 

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PART C

 

Item 15.

Indemnification

 

Please see Article VI of the Amended and Restated By-Laws of the City National Rochdale Funds (the “Registrant”), which have been filed as an exhibit to this registration statement. In addition, each trustee of the Registrant has entered into an Indemnification Agreement with the Registrant whereby the Registrant indemnifies and holds harmless each trustee against any costs, disbursements or expenses customarily incurred in any legal proceeding arising out of or in connection with the trustee’s service to the Registrant, to the fullest extent permitted by law, subject to certain conditions.  Pursuant to Rule 484 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant furnishes the following undertaking:

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

Notwithstanding the provisions contained in the Registrant’s Amended and Restated By-Laws, in the absence of authorization by the appropriate court on the merits pursuant to Sections 4 and 5 of Article VI of said Amended and Restated By-Laws, any indemnification under said Article shall be made by Registrant only if authorized in the manner provided in either subsection (a) or (b) of Section 6 of said Article VI.

 

Item 16.

Exhibits

 

1)	Charter Documents:

 

a.

Certificate of Trust dated October 25, 1996 and amendments thereto dated February 11, 1998 and April 2, 1999. (J)

 

(i)

Certificate of Amendment dated August 15, 2013 to the Certificate of Trust dated October 25, 1996, as amended - filed herewith.

 

b.

Agreement and Declaration of Trust dated October 25, 1996. (A)

 

(i)

Amendment dated April 26, 1999, to the Agreement and Declaration of Trust dated October 25, 1996. (B)

 

(ii)

Amendment dated December 4, 2012, to the Agreement and Declaration of Trust dated October 25, 1996 as amended April 26, 1999. (K)

 

(iii)

Amendment dated August 15, 2013, to the Agreement and Declaration of Trust dated October 25, 1996 as amended April 26, 1999 - filed herewith.

 

 

1

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2)

By-Laws:

 

a.

By-Laws dated October 25, 1996. (A)

 

b.

Amendment dated April 26, 1999, to the By-Laws dated October 25, 1996. (B)

 

c.

Amended and Restated By-Laws dated February 26, 2009. (J)

 

d.

Amendment dated August 29, 2013 to the Amended and Restated By-Laws dated February 26, 2009 - filed herewith.

 

3)	Not applicable.

 

4)	Agreement and Plan of Reorganization:

 

a.

Form of Agreement and Plan of Reorganization. (C)

 

5)	Not applicable.

 

6)	Investment Management Agreements:

 

a.

Investment Management Agreement dated April 1, 1999 between the Registrant and City National Asset Management, Inc. (now City National Rochdale, LLC) with respect to the City National Rochdale U.S. Core Equity Fund (the “U.S. Core Equity Fund”). (F)

 

b.

Amended Appendices dated as of January 28, 2013, to the Investment Management Agreement dated April 1, 1999 between the Registrant and City National Asset Management, Inc. (now City National Rochdale, LLC) with respect to the U.S. Core Equity Fund. (J)

 

c.

Investment Management Agreement dated October 1, 2005 between the Registrant and City National Asset Management, Inc. (now City National Rochdale, LLC) with respect to the City National Rochdale Diversified Equity Fund (the “Diversified Equity Fund”). (G)

 

d.

Expense Limitation and Reimbursement Agreement dated January 28, 2013 between the Registrant and City National Asset Management, Inc. (now City National Rochdale, LLC) with respect to the Diversified Equity Fund. (J)

 

e.

Fee Waiver Agreement dated November 28, 2012 between the Registrant and City National Asset Management, Inc. (now City National Rochdale, LLC) dated November 28, 2012 relating to the Diversified Equity Fund. (I)

 

f.

Investment Manager Agreement dated May 16, 2011 between City National Asset Management, Inc. (now City National Rochdale, LLC) and SKBA Capital Management, LLC with respect to the Diversified Equity Fund. (H)

 

7)	Distribution Agreements:

 

a.

Distribution Agreement dated April 1, 1999 between the Registrant and SEI Investments Distribution Co. (K)

 

 

2

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b.

AML Amendment dated March 13/14, 2006, to the Distribution Agreement between the Registrant and SEI Investments Distribution Co. dated April 1, 1999. (K)

 

c.

Form of Sub-Distribution and Servicing Agreement. (F)

 

8)	Not applicable.

 

9)	Custody Agreements:

 

a.

Custody Agreement dated August 1, 2011 between the Registrant and U.S. Bank National Association. (E)

 

b.

First Amendment dated January 1, 2012, to the Custody Agreement dated August 1, 2011 between the Registrant and U.S. Bank National Association. (K)

 

10)	Distribution Plan and Rule 18f-3 Plan:

 

a.

Rule 12b-1 Distribution Plan dated January 28, 2013. (J)

 

b.

Amended and Restated Multiple Class Plan dated February 19, 2013.  (K)

 

c.

Revised Appendix A dated September 17, 2013 to the Amended and Restated Multiple Class Plan dated February 19, 2013 - filed herewith.

 

11)	Opinion of Counsel:

 

a.

Opinion and consent of counsel as to the legality of the securities being registered - filed herewith.

 

12)	Not applicable.

 

13)	Other Material Contracts:

 

a.

Amended and Restated Administration Agreement dated January 1, 2013 between the Registrant and SEI Investments Global Funds Services. (K)

 

b.

Transfer Agent Servicing Agreement dated January 1, 2013 between the Registrant and U.S. Bancorp Fund Services, LLC. (K)

 

 

3

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c.

Amended and Restated Shareholder Services Agreement dated June 1, 2001between the Registrant and City National Bank. (F)

 

(i)

Amended Exhibit A dated December 4, 2012, to the Amended and Restated Shareholder Services Agreement dated June 1, 2001 between the Registrant and City National Bank. (K)

 

d.

Form of Shareholder Service Provider Agreement between City National Bank and RIM Securities, LLC. (D)

 

14)	Other Opinions:

 

a.

Consent of Independent Registered Certified Public Accounting Firm, KPMG LLP – filed herewith.

 

15)	Not applicable.

 

16)	Powers of Attorney:

 

a.

Power of Attorney - filed herewith.

 

17)	Additional Exhibits:

 

a.

Form of Proxy Card - filed herewith.

 

b.

The U.S. Core Equity Fund’s and Diversified Equity Fund’s Statement of Additional Information, dated January 28, 2013, as supplemented September 10, 2013. (L)

 

c.

The Diversified Equity Fund’s Annual Report for the year ended September 30, 2012. (M)

 

d.

The U.S. Core Equity Fund’s and Diversified Equity Fund’s Semi-Annual Report for the fiscal period ended March 31, 2013. (N)

 

 

4

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All Exhibits filed previously are herein incorporated by reference as follows:

 

A.

Previously filed as an exhibit to Registrant’s Registration Statement on Form N-1A (File No. 333-16093) on November 14, 1996 and incorporated herein by reference.

B.

Previously filed as an exhibit to Post-Effective Amendment No. 8 to Registrant’s Registration Statement on Form N-1A (File No. 333-16093) on May 3, 1999 and incorporated herein by reference.

C.

Filed as Appendix A to Part A of this Registration Statement on Form N-14.

D.

Previously filed as an exhibit to Post-Effective Amendment No. 54 to Registrant’s Registration Statement on Form N-1A (File No. 333-16093) on November 21, 2012, and incorporated herein by reference.

E.

Previously filed as an exhibit to Post-Effective Amendment No. 44 to Registrant’s Registration Statement on Form N-1A (File No. 333-16093) on September 14, 2011, and incorporated herein by reference.

F.

Previously filed as an exhibit to Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A (File No. 333-16093) on June 27, 2007 and incorporated herein by reference.

G.

Previously filed as an exhibit to Post-Effective Amendment No. 41 to Registrant’s Registration Statement on Form N-1A (File No. 333-16093) on January 28, 2011, and incorporated herein by reference.

H.

Previously filed as an exhibit to Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A (File No. 333-16093) on December 16, 2011, and incorporated herein by reference.

I.

Previously filed as an exhibit to Post-Effective Amendment No. 55 to Registrant’s Registration Statement on Form N-1A (File No. 333-16093) on November 28, 2012, and incorporated herein by reference.

J.

Previously filed as an exhibit to Registrant’s Registration Statement on Form N-14 (File No. 333-186096) on January 28, 2013, and incorporated herein by reference.

 

K.

Previously filed as an exhibit to Registrant’s Post-Effective Amendment No. 62(333-16093) on April 30, 2013, and incorporated herein by reference.

 

L.

Previously filed as part of a 497 filing (File No. 333-16093) on September 10, 2013 and incorporated herein by reference.

 

M.

Previously filed on December 7, 2012 (File No. 811-07923) and incorporated herein by reference.

 

N.

Previously filed on June 10, 2013 (File No. 811-07923) and incorporated herein by reference.

 

Item 17.

Undertakings

 

1.

The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of the registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

 

 

5

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2.

The undersigned registrant agrees that every prospectus that is filed under paragrap h (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

 

 

6

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SIGNATURES

 

As required by the Securities Act of 1933, this registration statement has been signed on behalf of the Registrant, in the City of Beverly Hills, and State of California, on the 4th day of October, 2013.

 

	CITY NATIONAL ROCHDALE FUNDS
	By:	/s/ Garrett D’Alessandro
		Garrett D’Alessandro
		President, Chief Executive Officer

As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ Garrett D’Alessandro		President & Chief	October 4, 2013
Garrett D’Alessandro		Executive Officer
/s/ Eric Kleinschmidt		Controller & Chief	October 4, 2013
Eric Kleinschmidt		Operating Officer
Irwin G. Barnet*		Trustee	October 4, 2013
Irwin G. Barnet
Vernon C. Kozlen*		Trustee	October 4, 2013
Vernon C. Kozlen
William R. Sweet*		Trustee	October 4, 2013
William R. Sweet
James R. Wolford*		Trustee	October 4, 2013
James R. Wolford
Daniel A. Hanwacker*		Trustee	October 4, 2013
Daniel A. Hanwacker
Jay C. Nadel*		Trustee	October 4, 2013
Jay C. Nadel
Andrew S. Clare*		Trustee	October 4, 2013
Andrew S. Clare
Jon C. Hunt*		Trustee	October 4, 2013
Jon C. Hunt

* By:	/s/ Garrett D’Alessandro
	Garrett D’Alessandro Attorney-in-Fact, pursuant to Power of Attorney

 

 

7

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EXHIBIT INDEX

Exhibit Number	Exhibit
1.A.I	Certificate of Amendment dated August 15, 2013 to the Certificate of Trust dated October 25, 1996, as amended.
1.B.III	Amendment dated August 15, 2013, to the Agreement and Declaration of Trust dated October 25, 1996 as amended April 26, 1999.
2.D	Amendment dated August 29, 2013 to the Amended and Restated By-Laws dated February 26, 2009.
10.C	Revised Appendix A dated September 17, 2013 to the Amended and Restated Multiple Class Plan dated February 19, 2 013.
11.A	Opinion and consent of counsel as to legality of the securities being registered.
14.A	Consent of Independent Registered Certified Public Accounting Firm, KPMG LLP.
16.A	Power of Attorney.
17.A	Form of Proxy Card.

 

8

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