RBC Rochdale, LLC

Firm Description

Rochdale is an SEC-registered investment adviser with its principal place of business located in New York, New York. The firm has been in business since 1986. Rochdale is a wholly-owned subsidiary of City National Bank (“CNB”), a national banking association, which is an indirect, wholly-owned subsidiary of Royal Bank of Canada (“RBC”).

Investment Advisory Services

RBC Rochdale, LLC (“Rochdale”) (formerly known as “City National Rochdale, LLC”) offers investment advisory services through two business channels, the Independent Channel and the Bank Channel. Clients who invest with Rochdale directly or through their third-party financial advisor are considered “Independent Channel” Clients. Clients who are introduced to Rochdale by affiliated entities City National Bank and RBC Securities are considered “Bank Channel” Clients. This Brochure describes the investment advisory services that Rochdale offers to clients through our Independent Channel. A separate brochure describes the investment advisory services that Rochdale offers to clients through our Bank Channel. A copy of that brochure is available upon request at no cost to you. Rochdale provides a variety of discretionary and non-discretionary investment advisory services to clients (each, a “Client” or “you”, or collectively, “Clients”). We provide our services to individuals (primarily high net worth to emerging high net worth), investment companies, corporations and other businesses, charitable organizations, pension and profit sharing plans, and state or municipal government entities. Our services are provided directly to Clients as well as through wrap fee programs and model delivery programs, turnkey asset management platforms (“TAMPs”), open-end and closed-end mutual funds, and subadvisory relationships.

Rochdale’s Direct Business For account relationships where Rochdale provides its services directly to the Client, Rochdale portfolio managers typically work with Clients and the Client’s financial advisor to build personalized investment portfolios. Each Client’s portfolio is tailored to the Client and the Client’s evolving needs and is aligned with the Client’s Investment Policy Statement (“IPS”). Rochdale’s personalized approach to active management of Client accounts includes:

assessing the Client’s financial goals and cash flow needs

applying Rochdale’s proprietary research, global economic insights, and asset allocation framework

designing a comprehensive asset management plan, and portfolio transition plan, and risk mitigation strategies

holistic portfolio construction and implementation of the Client’s IPS

ongoing management of the account, including periodic portfolio reviews and proactive Client communication.

These account relationships follow either (1) an annual program relationship model or (2) a transaction-based relationship model and are typically dual contract accounts where the Client has an investment advisory agreement with Rochdale and a separate agreement with the Client’s financial advisor. Annual Program Relationship Model

For Clients that elect an annual program relationship model, securities transactions are executed through Rochdale’s brokerage affiliate, CNR Securities LLC (“CNR Securities”). CNR Securities clears all of its transactions on a fully disclosed basis through Pershing LLC (“Pershing”). Pershing also serves as the custodian for all Client accounts that elect the annual program model. Transaction-Based Relationship Model

Clients that elect a transaction-based relationship model, select the brokerage firm and custodian for the account. For direct account relationships, Rochdale accepts reasonable investment restrictions from Clients if the restrictions do not hinder our ability to execute our investment strategies and if such restrictions can be appropriately implemented.

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Non-Discretionary Advice In certain circumstances, Rochdale provides non-discretionary investment advisory services to Clients, which may include assistance with the evaluation and selection of investment advisers (including private fund managers), assessment of investment alternatives, and serving as a non-discretionary adviser to retail brokerage accounts held at Rochdale’s affiliated broker-dealer, CNR Securities.

Wrap Fee Programs and Model Delivery Programs Rochdale has entered into agreements with wrap fee program and model delivery program sponsors (collectively, “Sponsors”). Through these wrap fee programs and model delivery programs, Rochdale provides custom and semicustom investment management services to high net worth and emerging high net worth Clients. Under these wrap programs, Rochdale enters into a written agreement with the program sponsor (not the Client) and is compensated as a “portfolio manager”, “Sub-Advisor” or “model provider” by the program sponsor with a portion of the wrap fee paid by the Client. This is a sub-advisory relationship where the sponsor oversees Rochdale in its delivery of discretionary investment management services to Clients. Following review of a Client’s account governing documents and consulting with the Client’s financial advisor, Rochdale will construct a Client portfolio within Rochdale’s strategic allocation framework and then will align the portfolio with the Client’s personal goals and risk tolerance. The Client’s target asset allocation will be documented in the Client’s IPS.

Turnkey Asset Management Platforms Rochdale also provides portfolio management services on a discretionary basis through Turnkey Asset Management Platforms. TAMPs offer separately managed accounts (“SMAs”) on TAMP platforms to financial advisors and their clients. Under a subadvisory agreement with the TAMP, Rochdale as a “sub-advisor” provides continuous and regular investment supervision of the SMAs in accordance with the investment strategy, trade execution with the Client’s custodian, and monitoring and rebalancing of each account on an ongoing basis and in accordance with the respective account investment strategy and risk and return profile. This is a platform relationship where the TAMP makes Rochdale’s discretionary portfolio management services available on its platform to financial advisors acting on behalf of their separately managed account clients.

Third-Party Advisers Rochdale engages third-party advisers to provide investment advisory services to Rochdale Clients. In working with Clients to implement individualized investment portfolios, Rochdale will recommend the use of various third-party advisers and, if aligned with the Client’s IPS, certain alternative investments.

City National Rochdale Funds Rochdale provides investment advisory services to the City National Rochdale Funds, a Delaware statutory trust (the “Trust”) registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as an openend management investment company currently offering a series of mutual funds (the “City National Rochdale Funds”). Rochdale provides continuous and regular advisory services to the City National Rochdale Funds, including, but not limited to, advice regarding investment strategies, manages the City National Rochdale Funds’ investment portfolios, engaging investment Sub-Advisors to furnish investment advice and recommendations for certain City National Rochdale Funds, and providing such other services as may be necessary for the operation of the City National Rochdale Funds. Rochdale provides investment advisory services to the City National Rochdale Funds in accordance with the investment objectives, policies, and restrictions set forth in each City National Rochdale Fund’s prospectus and Statement of Additional Information (“SAI”). Subject to oversight by the Trust’s Board of Trustees, Rochdale has discretionary authority over investment decisions, including the purchase and sale of securities, for those City National Rochdale Funds it directly manages, consistent with each such City National Rochdale Fund’s investment objective, policies and restrictions. Rochdale has retained Sub-Advisors for the City National Rochdale Fixed Income Opportunities Fund (“CNR Fixed Income Opportunities Fund”), a series of City National Rochdale Funds, and is responsible for the evaluation, selection, and monitoring of such Sub-Advisors. Rochdale selects Sub-Advisors based on various factors, including investment style, performance record and the characteristics of each sub-advisor’s typical investments. The assets of the CNR Fixed Income Opportunities Fund are divided into various sleeves, and Rochdale is responsible for allocating assets among the Sub-Advisors, as well as a sleeve managed directly by Rochdale, in accordance with their specific investment styles. Subject to oversight by Rochdale and the Trust’s Board of Trustees, the Sub-Advisors are responsible for providing dayto-day investment advice regarding the purchase and sale of investments for the CNR Fixed Income Fund consistent with the fund’s investment objective, policies, and restrictions.

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City National Rochdale Interval Funds Rochdale provides investment advisory services to the City National Rochdale Select Strategies Fund (“CNR Select Strategies Fund”) and City National Rochdale Strategic Credit Fund (“CNR Strategic Credit Fund”), each a Delaware statutory trust registered under the Investment Company Act as a closed-end management investment company and (collectively, the “City National Rochdale Interval Funds”). Rochdale also offers Clients who satisfy certain suitability and eligibility requirements interests in the City National Rochdale Interval Funds. Rochdale has retained a sub-advisor for the CNR Strategic Credit Fund and is responsible for the evaluation, selection, and monitoring of such sub-advisor. Subject to the oversight of Rochdale and CNR Strategic Credit Fund’s Board of Trustees, the sub-advisor is responsible for providing day-to-day investment advice regarding the purchase and sale of investments for the CNR Strategic Credit Fund consistent with the fund’s investment objective, policies, and restrictions. The City National Rochdale Funds and the City National Rochdale Interval Funds are collectively referred to in this Brochure as the “Affiliated Funds.” Rochdale and/or its affiliates receive fees for investment management and other services provided to the Affiliated Funds. Rochdale may organize additional registered and unregistered investment funds in the future. Please see the applicable prospectus and SAI for additional information on the Affiliated Funds. Affiliated Transferred-In Securities

The ultimate parent company of Rochdale and CNR Securities is Royal Bank of Canada. Securities affiliated with or issued or sponsored, underwritten, or placed (sold) as part of a new issue investment offering (1) by or for RBC and its affiliates (with the exception of the Affiliated Funds, RBC Funds, and certain investment offerings such as fixed income new issues where the conflict is otherwise mitigated) or (2) by a company where an officer or director of Rochdale or CNB serves on the board of directors or board of trustees ("Affiliated Securities") create a conflict of interest for Rochdale as the investment adviser (for all Client accounts) and CNR Securities as the broker-dealer (for Rochdale Direct – Relationship Model Client accounts). Due to this conflict of interest, Rochdale cannot exercise investment discretion over or charge an investment advisory fee on Affiliated Securities. To retain an Affiliated Security in your portfolio and avoid a conflict of interest, Rochdale must characterize the security as a "Non-Managed Asset" in your managed account. As a result, if a position in a portfolio is an Affiliated Security, unless you promptly provide Rochdale written instructions via a Rochdale Client Authorization for Non-Managed Assets at the time the assets are transferred into the account expressly noting that the position is to be maintained in your managed account as a Non-Managed Asset, Rochdale will liquidate the affiliated position as soon as reasonably practicable. Please be advised that Rochdale and CNR Securities cannot guarantee trade execution at a specified price. All trade executions are subject to market conditions and other circumstances. In no event will Rochdale and/or CNR Securities be responsible for any loss related to the liquidation. For Non-Managed Assets in a Rochdale managed account, Rochdale and CNR Securities: (1) will not provide any investment advice related to and will have no responsibility with respect to the security; (2) will not charge an investment advisory fee on the position (or will rebate/credit back to the account any investment advisory fees assessed on the position and paid to Rochdale); (3) will not vote proxies for the security and these proxies will be forwarded to you for voting; (4) must receive written direction from you for any future transactions on the security; and (e) will issue a trade confirmation for any Client directed trading in the Non-Managed Asset. Retirement Accounts

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Fees for Investment Advisory Services

Rochdale provides discretionary and non-discretionary investment advisory services to Clients and charges annual fees, payable on a monthly or quarterly basis as set forth in the Client’s account governing documents. Fees are generally payable in advance except as otherwise noted herein or agreed to in the Client’s account governing documents. Rochdale typically charges an asset-based fee as described in the table below and as further detailed in Rochdale fee schedules, account governing documents, and the Affiliated Funds prospectuses, a copy of which you should have received at account opening. While we have maximum fees by account relationship or program, you may negotiate a lower fee.

Rochdale’s Direct Business Annual Program Relationship Model

Clients that elect an annual program relationship model, pay an annual investment advisory fee and an annual program fee. The annual investment advisory fee covers investment management services provided by Rochdale and is based on the market value of the assets in the account, including cash held in the cash sweep program. The annual program fee covers account transaction costs and custodial services. A portion of the program fee is considered as being in lieu of commissions. The annual program fee is based on the market value of assets in the account, including cash held in the cash sweep program. Under certain circumstances, the annual investment advisory fee and annual program fee can be negotiated on a case-by-case basis and can be different from, but not higher than, the below investment advisory fee and program fee. Rochdale considers various factors in determining the annual investment advisory fee and annual program fee. These factors may include the size of the overall Client relationship, investment strategies and asset classes selected for the account, and certain other factors. In addition, Rochdale has legacy investment advisory fee and program fee schedules in effect, which may be different than the below fee schedules. As new investment advisory fee and program fee schedules are put into effect, they are typically only implemented for new Clients and fees for existing Clients are not affected. As a result, existing Clients may pay different investment advisory fees and program fees than those shown below. For annual program relationship model accounts, Clients are responsible for miscellaneous administrative fees that Pershing charges, including but not limited to retirement account custodial fees, safekeeping fees, wire transfer fees, IRA/ERISA account fees, annual maintenance fees, exchange fees, transfer taxes, and other administrative fees. A list of such fees is available upon request from Pershing. Investment Advisory Fee

Account Value First $2,000,000 Next $3,000,000 Next $5,000,000 $10,000,000 and above

Investment Advisory Fee1, 2 1.00% 0.80% 0.60% 0.50%

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The Investment Advisory Fee is based on a tiered fee schedule where at each account level, the account will be charged the respective fee listed. Therefore, on the first $2 million of assets, the account will be charged 1.00%; on the next $3 million of assets, the account will be charged 0.80%; etc.

Rochdale does not pay any portion of the Investment Advisory Fee to portfolio managers responsible for managing Annual Program Model Accounts.

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Rochdale’s Direct Business Annual Program Relationship Model (continued) Program Fee

Account Value $0 to $500,000 $500,000 to $1,000,000 $1,000,000 to $3,000,000 $3,000,000 to $5,000,000 $5,000,000 to $10,000,000 $10,000,000 and above

Program Fee1, 2 0.11% 0.10% 0.07% 0.04% 0.03% 0.01%

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The Program Fee is based on a breakpoint fee schedule where the fee is determined by the aggregate assets in the Account. Therefore, if the Account value is under $500,000, the Program Fee is 0.11%. If the account value is $500,000 to $1,000,000, the Program Fee is 0.10%, and so forth.

Rochdale does not pay any portion of the Program Fee to portfolio managers responsible for managing Annual Program Model Accounts.

Transaction-Based Relationship Model

Clients that elect a transaction-based relationship model, pay an annual investment management fee, and transaction costs and custodial services as invoiced by the custodian. The annual investment management fee covers investment management services provided by Rochdale and is based on the market value of the assets in the account, including cash balances. Under certain circumstances, the annual investment management fee can be negotiated on a case-bycase basis and can be different from, but not higher than, the below investment management fee. Rochdale considers various factors in determining the annual investment management fee. These factors may include the size of the overall Client relationship, the investment strategy and asset classes selected for the account, and certain other factors. In addition, Rochdale has legacy investment management fee schedules in effect, which may be different than the below fee schedule. As new investment management fee schedules are put into effect, they are typically only implemented for new Clients and fees for existing Clients are not affected. As a result, existing Clients may pay different investment management fees than those shown below. For transaction-based relationship model accounts, broker fees and/or fees for brokerage services and custodian fees and miscellaneous administrative fees charged by the custodian are invoiced by the broker and custodian, respectively. Transaction costs, custody fees, and miscellaneous administrative fees can vary depending on the broker, custodian, and other factors. For these relationships, Rochdale does not have a view into these fees. Please contact your financial advisor, broker and/or custodian (depending on the relationship) or refer to related account governing documents for information pertaining to these fees. Investment Management Fee

Account Value First $2,000,000 Next $3,000,000 Next $5,000,000 $10,000,000 and above

Investment Management Fee1, 2 1.00% 0.80% 0.60% 0.50%

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The Investment Management Fee is based on a tiered fee schedule where at each account level, the account will be charged the respective fee listed. Therefore, on the first $2 million of assets, the account will be charged 1.00%; on the next $3 million of assets, the account will be charged 0.80%; etc.

Rochdale does not pay any portion of the Investment Management Fee to portfolio managers responsible for managing TransactionBased Model Accounts.

For annual program model accounts and transaction-based model accounts, in certain circumstances, Rochdale “households” these accounts, based on relationships regardless of whether such accounts are related.

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Fee Paid to Referring Advisor (if applicable)

For Rochdale’s Direct Business, Clients may elect to pay a fee to their independent financial advisor (also referred to as a Referring Advisor). The Fee paid to the Referring Advisor covers certain additional services that the Client and Referring Advisor agree the Referring Advisor will provide to the Client’s account. This fee is negotiated by each Client pursuant to a separate agreement between the Client and the Referring Advisor that does not include Rochdale and therefore, Rochdale does not have the necessary information to provide a definitive range of fees paid to Referring Advisors. As noted above, the fee paid by a Client to a Referring Advisor is negotiated by each Client pursuant to a separate agreement between the Client and the Referring Advisor that does not include Rochdale. Any fees charged by a Referring Advisor are separate from the fees charged by Rochdale and are not considered part of Rochdale’s annual investment advisory fee, annual program fee or annual investment management fee. Clients should review the Referring Advisor’s Form ADV Part 2A disclosure brochure or other comparable disclosure statement provided by Referring Advisor, which should contain additional information about the Referring Advisor, services provided, fees, and other important information. Clients should note that Rochdale performs limited due diligence with respect to Referring Advisors; therefore, Clients are responsible for carefully reviewing any and all information and/or material provided by the Referring Advisor, and for determining the appropriateness of the relationship and value of the services being provided and reasonableness of related fees. The annual investment advisory fee, annual program fee, annual investment management fee, and annual fee paid to the Referring Advisor (if applicable) are account specific and are addressed in the Client’s account governing documents.

Non-Discretionary Advice For accounts where Rochdale provides non-discretionary advice, Clients are not charged a fee in relation to these assets.

Wrap Fee Programs and Model Delivery Programs Rochdale as a sub-advisor receives a portion of the wrap fee from the program sponsor of the applicable program. Rochdale’s compensation under wrap programs and model delivery programs is typically calculated by the program sponsor based on a percentage of the assets under management. Such compensation may be up to 0.70% annually, based on the investment mandate, services to be provided, and the terms and conditions negotiated with the program sponsor. Rochdale’s fee may be lower than our standard fee schedule; however, the overall cost of a wrap arrangement may be higher than a Client otherwise would pay if the Client paid our standard fee schedule and negotiated transaction costs and any other services (e.g., custody, record keeping and reporting through a broker-dealer). Please refer to the Wrap Fee Program or Model Delivery Program Brochure for a description of program fees, including Rochdale’s.

Turnkey Asset Management Platforms Rochdale receives an SMA fee based on the value of all assets under management in the SMA Client accounts that Rochdale manages under the TAMP Agreement. Such compensation may be up to 0.725% annually. Please refer to the Turnkey Asset Management Platform Brochure for a description of TAMP fees, including Rochdale’s.

Third-Party Advisers For accounts where Rochdale engages third-party advisers on behalf of Clients, Rochdale does not charge an additional fee in relation to these engagements. Rochdale’s standard fee schedules and fee rates will apply. In addition to Rochdale’s fee, the third-party adviser’s fee will apply where a third-party adviser has been engaged. Please refer to account governing documents for related fees.

City National Rochdale Funds Please refer to the City National Rochdale Funds prospectus for Rochdale’s fund-level management fee for the respective fund.

City National Rochdale Interval Funds Please refer to the City National Rochdale Interval Funds prospectus for Rochdale’s fund-level management fee for the respective fund. As noted above, our fees are negotiable in certain circumstances and may differ from Client to Client based upon a number of factors, including the overall relationship with Rochdale and its affiliates, the investment strategy and asset classes selected for the account, offering type, assets under management, account customization requirements and the Client-related services to be provided to the account, and other relevant criteria. Fees may also differ as a result of the application of prior (legacy) fee schedules depending upon a Client’s account inception date.

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Additionally, some accounts may benefit from combined billing arrangements for existing family member accounts with Rochdale to meet assets under management thresholds for fee breakpoints. These arrangements have certain requirements. Please contact your Rochdale portfolio manager if you have any questions regarding these arrangements. With respect to Rochdale’s Bank Channel services, please see Item 4 of the Rochdale Form ADV Part 2A, Bank Channel Brochure and account governing documents for a description of fees and compensation with respect to Rochdale Bank Channel services. Payment of Fees

Rochdale typically charges an annual asset-based fee as described above based on the total market value of an account. Rochdale’s fee is payable quarterly or monthly and in advance or in arrears (depending on the Client relationship and the account governing documents).

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Rochdale is an active investment manager employing a disciplined, multi-strategy approach to drive investment decisions and recommendations. The firm evaluates opportunities through a dual lens of quantitative and qualitative analysis. On the quantitative side, Rochdale develops data-driven research frameworks, leveraging platforms like Bloomberg, FactSet, Standard & Poor’s, Moody’s Analytics, InvestorTools, and Morningstar. These tools enable advanced screening and statistical modeling to systematically identify attractive industries and securities for purchase, retention, or sale. Complementing this, the firm conducts in-depth fundamental analysis, drawing on financial news, corporate disclosures, third-party research, regulatory filings, and company communications to shape investment views. Additionally, Rochdale performs due diligence on external fund managers, assessing both public and private third-party managers using methods such as due diligence questionnaires, return characteristics, conflict of interest checks and screens for adverse media and public filings. This integrated approach ensures informed, strategic decision-making across all investment activities.

Investment Strategies

The following describes our principal investment strategies as of the date of this Brochure. Descriptions of strategies are qualified in their entirety by reference to the applicable investment advisory agreement and related Investment Policy Statement, other account governing documents, as well as by the applicable prospectus and statement of additional information for mutual fund investments and offering documents for private fund investments. For additional information regarding our investment strategies, please contact your Rochdale portfolio manager.

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Galaxy Rochdale utilizes a proprietary modeling application called Galaxy to design an asset allocation strategy specific to each Client’s risk profile and return requirements. In this process Rochdale utilizes a Monte Carlo analysis that is a modeling technique used to approximate the probability of certain outcomes by running multiple trial runs, called simulations, using random variables on several different allocation profiles. The projected return on investment for the portfolio is based on a combination of broad historic index returns, risks and correlations, and current outlook. While this methodology is not perfect, a Monte Carlo analysis allows Rochdale to view probabilities of success with thousands of simulations. After an appropriate asset allocation strategy has been designed for the Client, the portfolio manager will implement asset strategies for the Client, ensuring that the strategies align with the Client’s investment objectives and account restrictions (if any), taking into account tax optimization, liquidity considerations, diversification needs, and specific Client requirements.

U.S. Equities Rochdale’s U.S. Equities strategies employ a systematic, data-driven investment process centered on an internal fourpillar framework, integrating macroeconomic analysis, sector and industry allocation insights, deep fundamental equity research, and advanced portfolio optimization techniques. This approach systematically exploits market inefficiencies while maintaining institutional-quality risk controls through rules-based construction and optimization. Beyond core strategies, Rochdale offers Equity Income strategies designed to deliver both attractive income and long-term capital appreciation. These strategies focus on income-generating securities, primarily dividend-paying equities, including common stocks, preferred stocks, ETFs, and REITs. Portfolios are constructed to achieve yields meaningfully greater than the S&P 500 Index dividend yield, while maintaining diversification across market capitalization, sector, and industry. The U.S. Large-Cap Equity strategies, benchmarked to the S&P 500, combine fundamental insights with quantitative analysis to target industries, themes, and companies with desirable characteristics. These strategies feature a multilayered portfolio construction process, integrating macroeconomic outlooks, fundamental research, and quantitative optimization and seek to outperform the benchmark with controlled risk exposure, employing a balanced approach to active management. Rochdale's U.S. Equities strategies provide a comprehensive suite of solutions, balancing active management with rigorous risk oversight with the goal to generate consistent outperformance across large-capitalization U.S. equities, including specialized Equity Income strategies for income-focused investors.

International and Emerging Markets Equities Rochdale’s International and Emerging Markets Equities strategies are designed to provide clients with broad, diversified exposure to non-U.S. equity markets through the use of third-party funds. These strategies do not employ internal portfolio management; instead, they rely on funds in an effort to efficiently capture passive market returns across developed international and emerging market regions. The strategies are intended to provide exposure across a wide range of countries, sectors, and market capitalizations, from large-cap to small-cap companies. Allocations can be tailored to emphasize developed markets, emerging markets, or a combination of both, depending on Client objectives and overall portfolio construction. These strategies seek to complement U.S. equity exposure by enhancing geographic diversification and accessing global growth opportunities outside the United States.

Core Fixed Income Rochdale’s Core Fixed Income strategies aim to balance income generation and price appreciation across varying risk and maturity profiles, primarily using investment-grade securities like corporate bonds, U.S. government bonds, municipal bonds, and mortgage/asset-backed securities. Maturities range from short-term to longer horizons dictated by the market environment, with tax-exempt options focusing on municipal bonds for federal tax efficiency. Specialized approaches include corporate bond strategies aligned with benchmark indexes, income-focused portfolios targeting specific durations, and diversified fixed-income strategies incorporating opportunistic assets like high-yield bonds or emerging markets. Liquidity management solutions prioritize low-volatility, short-term instruments (e.g., commercial paper, CDs) for customizable cash needs, available in both taxable and tax-exempt formats. Each strategy tailors risk, liquidity, and tax considerations to meet distinct investor objectives.

Opportunistic Income Rochdale’s Opportunistic Income strategies seek to invest in income yielding securities, primarily focusing on high yield bonds (commonly known as “junk” bonds) issued by corporations, municipal high yield bonds, fixed and floating rate loans made to U.S. and foreign borrowers, domestic and foreign corporate bonds, asset backed securities such as collateralized loan obligations, structured investments, insurance and reinsurance investments and bank loans. Foreign investments include investments in companies that are operating principally in emerging market or frontier market countries.

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Real Assets Rochdale’s Real Assets strategy may make available to clients a range of real asset investment offerings, depending on Client objectives, asset allocation positioning, and suitability considerations. Real asset investments may include, but are not limited to, commodities, inflation protected assets, real estate, and infrastructure. Such investments may be accessed through either public or private investment vehicles. Real assets may include either debt or equity investments and strategies could seek to generate capital appreciation or focus on income generation.

Alternative Investments Rochdale’s Alternative Investments strategy utilizes alternative investments where suitable for Clients and where the Clients qualify for the alternative investment. Rochdale’s Alternative Investments strategy can be either growth-based or income-based and will include segments such as private equity, private credit, and real assets. This strategy includes assets outside of traditional stocks, bonds, or cash such as private funds offered by external managers. This strategy can be used to diversify portfolios, provide a unique return or hedge against risk, with the overarching goal of benefitting a Client’s portfolio. Investing in Alternative Investments may involve risk such as illiquidity, valuation, regulatory, market and manager risk. Investments in Alternative Investments are subject to minimum investment and other qualification requirements.

External Managers Rochdale’s External Managers strategy includes engaging external managers as Sub-Advisors to provide ongoing investment advice for certain Client accounts when permitted by a Client’s discretionary investment advisory agreement and IPS. We select external managers aligned with the Client’s risk tolerance and financial profile. Depending on a Client’s investment objectives, we may also utilize certain proprietary and third-party closed-end funds (including the Affiliated Funds) and private funds offered by external managers. In addition, Rochdale engages external managers as Sub-Advisors to provide ongoing investment management services to certain Affiliated Funds. We select Sub-Advisors that align with the respective Fund’s strategies and objectives. In our investment process, we seek external managers who meet our initial and ongoing due diligence standards for manager selection and evaluation, as well as our criteria for management style and performance track record. For private fund investments, research and due diligence are conducted by the Research Team at Rochdale and are also reviewed by the firm’s Investment Strategy Committee.

RISK OF LOSS

All investments in securities involve a risk of loss of principal (the invested amount) and any unrealized profits (i.e., securities that have not been sold to “lock in” gains). The value of securities in an account may increase or decrease, at times rapidly or unpredictably. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions or other events could have a significant impact on the valuation of securities. Securities may decline in value due to factors affecting securities markets generally or particular industries represented therein. A security’s value may decline due to general market conditions unrelated to a particular company, including real or perceived adverse economic conditions, changes in the outlook for corporate earnings, fluctuations in interest or currency rates, or adverse investor sentiment. A security’s value may also decline due to industry-specific factors, such as labor shortages, increased production costs, or competitive conditions. During a general downturn in securities markets, including those unrelated to financial markets (such as a global pandemic), multiple asset classes may decline in value simultaneously. If an account lacks diversification, a loss in a single position or group of positions with concentrated exposure could have a material adverse impact on the account. In addition, if you enter into securities lending, margin and/or non-purpose loans arrangements, there are additional risks to your principal, as more fully described in separate account documentation. There is no guarantee that any investment strategy will achieve its stated investment objectives. Rochdale cannot guarantee any level of performance or that you will not experience a loss of account assets.

General Risk

Geopolitical Risk. Investing inherently involves the risk of potential adverse impacts from geopolitical events. Geopolitical risks can range from diplomatic conflicts to social unrest to military confrontations, including war. These events can lead to instability in a country or region, disrupt global trade, increase energy prices and contribute to broader inflationary pressure, and can adversely affect global markets and economies.

Data Sources/Third-Party Risk. There is a risk that information obtained from third-party data sources to which Rochdale subscribes may be inaccurate or incomplete. Although Rochdale obtains data and information from third-party sources it considers reliable, Rochdale does not warrant or guarantee the accuracy or completeness of such data or information. Rochdale maintains controls for certain data that consider third-party representations regarding compliance with applicable laws; however, failure of a data source, such as an index provider, to provide accurate data may negatively impact the performance of Client accounts.

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Dependence on Key Personnel Risk. Clients rely on certain key personnel of Rochdale who may leave Rochdale or become unable to fulfill certain duties.

Conflicts of Interest. Rochdale and its affiliates engage in a variety of businesses and have interests beyond managing Client accounts. The broad range of activities and interests of Rochdale and its affiliates gives rise to actual, potential, and perceived conflicts of interest that may affect a Fund and its shareholders.

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Rochdale provides investment advisory and portfolio management services to a number of Clients including Individuals (primarily high net worth and emerging high net worth), investment companies, corporations and other businesses, charitable organizations, pension and profit sharing plans (not the plan participants or government pension plans), and state or municipal government entities (including government pension plans).

Investment Minimums

For discretionary accounts, Rochdale generally requests the following account minimums: Account Type/Relationship Rochdale’s Direct Business Annual Program Relationship Model Transaction-Based Relationship Model Wrap Fee Programs and Model Delivery Programs Turnkey Asset Management Platforms Third-Party Advisers City National Rochdale Funds City National Rochdale Interval Funds

Account Minimum1, 2 $1,000,000

program dependent program dependent program dependent share class minimums apply share class minimums apply

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Rochdale reserves the right to accept accounts below our stated account minimums.

Rochdale accepts accounts with lower account minimums in programs sponsored by affiliated and unaffiliated intermediaries (i.e. wrap fee programs, model delivery programs, turnkey asset management programs, etc.).

Other Requirements

Additionally, Rochdale requests Clients to provide proof of authority, directed trading letters, qualified client or qualified purchaser status, accredited investor certifications, and/or other information. When providing services to Clients that are subject to ERISA, we generally rely on various Prohibited Transaction Exemptions (“PTEs”) available under ERISA, including PTE 84-14, which is only available to qualified professional asset managers (the “QPAM Exemption”). See Item 9 for additional information.

Neither Rochdale nor its supervised persons accept performance-based fees.

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CNR Securities CNR Securities is a FINRA-registered broker-dealer, an affiliate of Rochdale, and a wholly-owned subsidiary of CNB. CNR Securities provides a variety of broker-dealer services to its clients. For Rochdale Direct Business Clients that elect Rochdale’s Annual Program Model, securities transactions are executed through CNR Securities who clears all of its

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transactions on a fully disclosed basis through Pershing. In addition, for Rochdale Direct Business Clients that elect Rochdale’s Annual Program Model, the Client’s account will be custodied through CNR Securities with Pershing. When Clients use CNR Securities, Rochdale’s affiliated broker-dealer earns fees and other compensation for such services, which are in addition to Rochdale’s investment advisory fees. This additional compensation to an affiliate represents a conflict of interest because CNR Securities receives a financial benefit when providing brokerage services to Rochdale Annual Program Model accounts. Rochdale has a financial incentive to recommend its affiliate CNR Securities who receives additional compensation over unaffiliated alternatives where an affiliated entity would not receive additional compensation. Fees related to CNR Securities and conflicts that may exist and CNR Securities’ efforts to mitigate these conflicts are discussed throughout this Brochure, in account governing documents for Rochdale Annual Program Model Accounts, and the CNR Securities Form CRS. CNR Securities broker-dealer services also include serving as a Sub-Distribution Coordinator for the Affiliated Funds. The Affiliated Funds are distributed by SEI Investments Distribution Co. (“SIDCO” or the “Distributor”), which is unaffiliated with CNR Securities. SIDCO has entered into a Distribution Coordination Agreement with the Affiliated Funds and CNR Securities pursuant to which CNR Securities acts as Sub-Distribution Coordinator for the Affiliated Funds and receives the entirety of the fees received by SIDCO pursuant to the Distribution Plan. CNR Securities then reallows those fees to broker-dealers and service providers, including Rochdale and other affiliates, for payments for distribution services of the type identified in the Distribution Plan, and retains any undistributed balance of fees received from the Distributor. Please refer to disclosure throughout this Brochure and in the Affiliated Funds’ prospectuses and statements of additional information regarding the services provided by CNR Securities and potential conflicts of interest.

Affiliated Funds and Funds and Other Products Advised by Affiliates Rochdale is the sponsor of and investment adviser to the Affiliated Funds. As discussed above, certain Clients, as well as Rochdale and/or its employees, directors, and officers invest in the Affiliated Funds. When Rochdale buys shares of Affiliated Funds for an account, Rochdale earns a management fee, Rochdale and/or its affiliates receive shareholder servicing fees and, for certain Affiliated Funds, Rochdale’s affiliates also earn distribution (12b-1) fees. Using Affiliated Funds presents Rochdale with a conflict of interest. Rochdale mitigates its conflict of interest by rebating all of Rochdale’s portion of the fund-level management fees for the Affiliated Funds and by CNR Securities rebating all of CNR Securities’ portion of the distribution (12b-1) fees for the Affiliated Funds. In addition, Rochdale believes that its conflict is also addressed through: (1) the Affiliated Fund prospectuses, (2) this Brochure provided to the Client annually and when material changes occur via an ADV Offer Letter, and (3) to the extent that Rochdale or any employee, director or officer is an investor in the Affiliated Funds, each shares in any gains or losses proportionally with all other investors. For additional information on the Affiliated Funds and conflict mitigation, please see Item 5 – Fees and Compensation above. In addition, certain Rochdale affiliates also serve as investment adviser and/or sub-advisor to mutual funds and other products. This presents Rochdale with a conflict of interest. Rochdale mitigates its conflict of interest by not purchasing RBC Funds or other products advised by affiliates for Client accounts.

City National Bank City National Bank is an FDIC member, an indirect, wholly-owned subsidiary of RBC, and the parent company of Rochdale. CNB provides a wide range of financial services to its clients, including serving as investment manager and custodian for certain accounts that Rochdale serves as sub-advisor to and providing sweep programs for clients of CNB and affiliates. CNB serves as the qualified custodian of Client assets when clients are investment management clients of CNB. CNB charges the Client a fee for these services which CNB, in its discretion, may waive. CNB may also provide trust, custody and/or record-keeping services to clients. CNB services may be provided at a discount or without additional Client charge. In connection with providing shareholder services to Clients invested in the Affiliated Funds, CNB receives a shareholder service fee from the Affiliated Funds for providing those services. If a Client custodies assets at CNB, CNB provides a cash sweep service into the CNR Government Money Market Fund, and if elected, CNB will earn additional fees, as a shareholder servicing agent to the CNR Government Money Market Fund. Please see Item 5 – Fees and Compensation above for additional information on services provided by CNB, fees, and potential conflicts of interest.

RBC Securities RBCS is registered with the SEC as an investment adviser and broker-dealer, is a member of FINRA and SIPC, and is an affiliate of Rochdale. Some of RBCS’ management personnel and all of RBCS’ Advisors are registered with FINRA as registered representatives of RBCS in its capacity as a broker-dealer.

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RBCS an indirect wholly-owned subsidiary of RBC. In addition to sponsoring the RBCS Asset Allocation Program and RBCS Investment Advisory Program, RBCS’ primary business is providing brokerage services to its clients. As a broker-dealer and member of FINRA, RBCS provides advice on a variety of fixed income securities, approved mutual funds, preferred stocks, brokered CDs and 529 plans, unit investment trusts, and structured products. RBCS also provides equity execution services and provides brokerage services to individuals, investment companies, pension and profit sharing plans, trusts, estates and charitable organizations, and businesses. RBCS is committed to acting in the best interests of our clients. RBCS has adopted policies and procedures to help ensure that it meets its fiduciary responsibilities and to prevent improper conduct wherever potential conflicts of interest may exist with respect to a Client. Conflicts that may exist and RBCS’ efforts to mitigate these conflicts are discussed in more detail in the RBCS Form CRS, RBC Securities Asset Allocation Program Form ADV Part 2A, Appendix 1 Wrap Fee Program Brochure, and the RBC Securities Investment Advisory Program Form ADV Part 2A, Appendix 1 Wrap Fee Program Brochure.

Material Financial Industry Relationships

Rochdale serves as Sub-Advisor to certain CNB and RBCS accounts, in which cases Clients enter into an agreement with CNB or RBCS (as applicable) to manage the account and CNB serves as the custodian. In certain cases, CNB also serves as the custodian, as further described below. Commission and fee schedules are available upon request and are included in relevant Client agreements and/or the governing documents for the account. These activities present a conflict of interest, as CNB is incentivized to recommend Rochdale’s sub-advisory services given the financial benefit it indirectly receives as our parent company. Rochdale is a subsidiary of CNB, and both are indirect, wholly-owned subsidiaries of RBC. This common ownership structure creates a conflict of interest, as Rochdale and its affiliates have a financial incentive to recommend the products and services of affiliated entities over those of unaffiliated third parties. To manage this conflict, Rochdale discloses such affiliations to Clients, maintains policies and procedures designed to ensure that recommendations are made in the best interests of Clients, and monitors for compliance with applicable fiduciary obligations. CNB and its affiliates cooperatively purchase certain administrative programs and products. CNB also provides Rochdale with advice and assistance on general business issues unrelated to the investment advisory services provided by Rochdale. Except as described in this Item 10, Rochdale operates independently from each of RBC’s investment advisory affiliates, does not conduct joint operations with any of these affiliated investment advisers and does not provide investment advice that is formulated, in whole or in part, by such affiliated investment advisers. Rochdale, CNB, and RBCS share certain portfolio and Client data in an effort to better serve their Clients and provide a broader range of investment advisory and portfolio management services. Certain portfolio managers of Rochdale subadvise portions of CNB and RBCS Client portfolios. Rochdale recommends other services of CNB, RBCS, RBC, and other affiliates as it deems appropriate, including banking, custody, and trust services. These services can be obtained from other providers at a lower cost. In addition, CNB, RBCS, RBC, and other affiliates recommend that certain of their Clients invest in the Affiliated Funds and/or engage Rochdale as they deem appropriate. When Rochdale recommends the services of an affiliate, it creates a conflict of interest as there is an incentive for us to recommend the affiliate due to the common ownership structure. To help manage these conflicts, Rochdale discloses conflicts to Clients and has implemented the following controls:

We address the conflicts of interest presented by maintaining certain policies and procedures reasonably designed to prevent the compensation received from affecting the nature of the advice that we provide. These policies and procedures do not eliminate such conflicts of interest;

We monitor Client portfolios to ensure they are consistent with each Client’s IPS;

Clients authorize us in the Client agreements to invest in affiliated funds, including the Affiliated Funds;

Conflicts of interest are disclosed in documents including, but not limited to, this Brochure, Rochdale Form CRS, the governing documents of the account, and as applicable, similar disclosures provided by our affiliates.

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Utilization of Other Investment Advisers and Alternative Products

Rochdale contracts with unaffiliated investment advisers to provide sub-advisory investment services to certain Affiliated Funds. Please refer to the Affiliated Funds disclosure documents for a list of the unaffiliated Sub-Advisors, including but not limited to the Fund’s prospectus and statement of additional information. Please see the prospectus or offering memorandum for more complete information regarding each Fund’s investment objectives, risks, fees and other expenses. Rochdale offers to its Clients, subject to suitability and eligibility requirements, other third-party managed private and registered funds that invest in alternative investments. These funds are managed by non-affiliated investment advisers. Rochdale Clients who are invested in third-party funds will pay fund management fees (and performance fees where applicable) on third-party funds in addition to Rochdale’s investment advisory fees. Rochdale does not receive compensation directly from unaffiliated investment advisers. Rochdale, however, may receive indirect economic benefits through revenue sharing arrangements with certain fund sponsors or distributors. Rochdale mitigates any conflicts arising from such arrangements by ensuring that fund recommendations are made in the best interests of Clients based on suitability, investment objectives, and portfolio construction needs, rather than on the compensation Rochdale may receive.

Rochdale has adopted a Code of Ethics (“Code”) under Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) designed to provide that access persons, comply with applicable federal securities laws and place the interests of Clients first in conducting personal securities transactions. The Code imposes certain restrictions on securities transactions in the personal accounts of covered persons to help avoid conflicts of interest. Subject to the limitations of the Code, covered persons buy and sell securities or other investments for their personal Accounts, including investments in pooled investment vehicles that are sponsored, managed or advised by Rochdale, and also take positions that are the same as, different from, or made at different times than, positions taken (directly or indirectly) for Client accounts. Rochdale provides a copy of the Code to Clients or prospective Clients upon request. Additionally, all access persons of Rochdale are subject to firmwide policies and procedures regarding confidential and proprietary information, information barriers, private investments, outside business activities and personal trading. In addition, Rochdale prohibits its employees from accepting gifts and entertainment that could influence, or appear to influence, their business judgment. This generally includes gifts or meals and other business-related entertainment that may be considered lavish or extraordinary and therefore raise a question or appearance of impropriety. If you would like a copy of our Code of Ethics, please contact our Compliance team at Rochdale_Compliance@cnr.com.

Securities in which Rochdale has a Financial Interest

Because of our diverse financial services activities, Rochdale or its affiliates have financial interests in various securities including, but not limited to, the Affiliated Funds, as well as securities of corporations to which our affiliates provide certain services. Rochdale, its affiliates, and certain employees may have a pre-existing interest in, or may subsequently acquire an interest in, certain investments that are also managed or recommended to Clients. We may also invest in certain investments that are offered to and/or evaluated by but rejected by Rochdale. These interests may substantially differ in liquidation preference, voting rights or other investment terms and may result in investment interests that directly conflict with the interests of Rochdale Clients. From time to time, Rochdale and/or one or more of its related persons, invest or hold an interest in the same securities that Rochdale and/or its related person(s) recommend to Clients. This creates a conflict of interest as investment advice provided by Rochdale could be influenced by ownership in such securities. In addition, our affiliates including RBCS, CNR Securities, and RBC, may recommend or invest in the same securities for its own Clients as securities in which Rochdale or its Clients have an interest. As discussed above, Rochdale has an incentive to invest Client assets in products of sponsors and fund managers that share their revenue with us, including our affiliate RBC and other third parties, over other products of sponsors or fund managers that do not share their revenue or who share less. Rochdale has a conflict of interest in earning more fees for itself and its affiliates. This creates a conflict because we are incented to promote or purchase these securities over others.

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To help manage these conflicts, we rely on various compliance controls including the following:

We maintain a Code which reinforces our fiduciary duty to place our Clients’ interests ahead of our own and conduct annual training on our Code;

We maintain written policies and procedures governing investment recommendations and management;

We utilize technological trading and compliance tools to monitor portfolio activities;

We review portfolios to ensure consistency with Client’s objectives and guidelines;

We obtain Client consent to invest in the Affiliated Funds for their investment advisory accounts;

Clients may decline Fund investments;

Clients may restrict Sub-Advisor engagement;

Clients meeting minimum investment amounts may be able to invest directly rather than through a managed account;

We maintain written investment allocation policies;

We rebate ERISA and IRA accounts for any 12b-1 fees we or our affiliates received from the Affiliated Funds.

We rebate Clients all or a portion of the fund-level management fees and 12b-1 fees on their Affiliated Fund holdings (see Item 5, “Fees and Compensation” for additional disclosure of the Affiliated Funds fee rebates).

We maintain information barriers to prevent dissemination of material, non-public information between our various business groups and affiliate entities;

We maintain allocation policies seeking fair and equitable access to investment opportunities for accounts over time;

We maintain trade rotation policies seeking fair and equitable execution for Clients and dissemination of NonDiscretionary Model Portfolios to our investment adviser Clients; and

Conflicts of interest are disclosed in documents including, but not limited to, this Brochure, Rochdale’s Form CRS, CNR Securities’ Form CRS, the Affiliated Funds’ prospectuses and other offering documents, and account governing documents.

Personal Securities Trading

Because we permit employees to engage in personal securities transactions, our employees may buy or sell securities for their own personal accounts in a manner that is inconsistent with those purchased or sold in our Clients’ accounts. As an example, an employee may buy a particular security that we recently have sold for Clients. In addition, an employee or an employee of our affiliate(s), may make a personal investment in the securities of our Clients’ companies. These situations create conflicts of interest because employees could be motivated to favor their own investment interests or the interests of certain Clients over other Clients. To help manage these conflicts, we rely on various compliance controls including the following:

We maintain a Code which reinforces our fiduciary duty to Clients and conduct annual training on our Code;

In cases where we are purchasing or selling securities for Clients’ accounts, we prohibit a Client’s Rochdale Advisor from trading ahead in the same securities in his or her own accounts; and

We monitor employees’ personal securities transactions in an effort to identify patterns or improper activities.

Political Contributions

We do not allow our employees to make or solicit political contributions to support political candidates or elected officials for the purpose of obtaining or retaining business with governmental entities. We permit employees to make personal contributions to support candidates for whom they are eligible to vote subject to Rochdale’s political contributions policy.

Best Execution in Investment Advisory Accounts

Our objective in selecting broker-dealers and in effecting portfolio transactions is to obtain the most favorable combination of price and execution for Client transactions. The determinative factor is not whether the lowest possible price is

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obtained, rather does the transaction represent the best qualitative execution for the Client’s account, which takes into account a wide variety of broker-dealer and/or custodian services offered, including the value of research provided, execution capability for different types of securities, responsiveness, commission rates, accuracy of reports, and the safety of customer funds. Rochdale seeks competitive pricing to achieve best overall terms for a transaction available under the circumstances as opposed to obtaining best possible cost for specific Client transactions.

Research and Other Soft Dollar Benefits

In addition to proprietary research, Rochdale receives third-party research, and brokerage and non-brokerage services and/or credits from certain broker-dealers that execute trades for Clients under “soft dollar” agreements or arrangements. Please see Item 5 for additional information regarding the hard and soft dollar commission arrangements. Selecting a broker-dealer in recognition of such other services or products is known as paying for those services or products with “soft dollars.” In some cases, research is provided directly by an executing broker-dealer and in other cases, research can be provided by third-party research providers, provided that the executing broker shall be solely obligated for compensation to such provider. In some cases, we use broker-dealers that provide research to execute Client transactions. When Rochdale receives research or other products or services other than execution from broker-dealers and/or third parties in connection with Client securities transactions, this is known as a 'soft dollar' relationship. Rochdale limits the use of soft dollars to services that constitute research and execution within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended. The use of Client commissions (or markups or markdowns) to obtain research and brokerage products and services provides a benefit to Rochdale that Rochdale does not pay for. When Rochdale uses Client brokerage commissions to obtain research or other products or services, Rochdale receives a benefit because Rochdale does not have to pay for the research, products or services. This creates an incentive for Rochdale to select or recommend a broker-dealer based on Rochdale's interest in receiving the research or other products or services, rather than on the Client's interest in receiving most favorable execution. Rochdale mitigates these conflicts of interest through the policies and procedures outlined in this Item, which are designed so that Rochdale seeks to obtain best execution in Client transactions and takes into account several factors including research or other products and services. Rochdale at times will cause Clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), resulting in higher transaction costs for Clients. Research and brokerage services obtained by the use of commissions arising from a Client's portfolio transactions are used by Rochdale in its other investment activities, including for the benefit of other Client accounts that are directed to use other broker-dealers. These Clients will receive the benefits of such services without paying for them. Rochdale does not seek to allocate soft dollar benefits to Client accounts proportionately to the soft dollar credits the accounts generate. Currently, research related services Rochdale receives through soft dollars include:

Fundamental company, security and industry analysis;

Quantitative research;

Economic data and forecasts;

On-line research services;

Portfolio risk analytical tools;

Analysis of financial and market conditions;

Quotation services;

Valuation tools; and

Statistical services.

Receiving research services in exchange for commissions creates a 'soft dollar' conflict because the adviser may select brokers based on research rather than best execution for Clients. The Rochdale Best Execution Committee periodically reviews and evaluates Rochdale's soft dollar practices to determine in good faith whether, with respect to any research or other products or services received from a broker-dealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products and services provided by the brokerdealer.

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Third-Party Research Services

Rochdale utilizes hard and soft dollar commission arrangements to obtain third-party research services from certain providers. The research services Rochdale obtained in its most recent fiscal year were not provided to Rochdale with respect to any specific Rochdale Client or investment product. As a result, an estimate of the value of the research services received by Rochdale in connection with a specific plan is not calculable with any level of precision. Rochdale has the discretion to make changes to its third-party research providers as well as its hard and soft dollar commission arrangements without notice or consent to its Clients. Research services furnished by direct research providers or third-party research providers generally may be used by Rochdale for its Clients. Rochdale and its Clients share research services and products paid for in this manner. In addition, research services generally may be used in connection with accounts other than those whose commissions were used to pay for such research services. Research services include fundamental equity analytics, fundamental economic analyses, asset allocation analytics, and stock selection modeling. With respect to fixed income securities, research services include real-time alerts/analytics on ratings actions, and reviews of issuer credit and liquidity factors, among other things. Research services also include various trading and quotation services and advice from broker-dealers as to the value of securities, availability of securities, availability of buyers, and availability of sellers. The research services Rochdale receives can influence its judgment in allocating brokerage business between firms that provide research services and firms that do not. Rochdale can pay a brokerage commission in excess of what another broker-dealer might charge for effecting the same transaction. In such a case, Rochdale will determine in good faith that such a commission is reasonable in relation to the value of brokerage, research and other services and soft dollar relationships provided by such broker-dealer, viewed in terms of either the specific transaction or Rochdale's overall responsibilities to its clients.

Client Directed Brokerage

Clients can choose to direct Rochdale to execute the Client’s trades with a specified broker-dealer. When a Client directs Rochdale to use a specified broker-dealer to execute all or a portion of the Client’s securities transactions, Rochdale treats the Client direction as a decision by the Client to retain, to the extent of the direction, the discretion Rochdale would otherwise have in selecting broker-dealers to effect transactions. Although Rochdale attempts to effect such transactions in a manner consistent with its policy of seeking best execution, there will be occasions where it is unable to do so, in which case Rochdale will continue to comply with the Client’s instructions. Transactions in the same security for accounts that have directed the use of the same broker will generally be aggregated. When the directed broker-dealer is unable to execute a trade, Rochdale will select broker-dealers other than the directed broker-dealer to effect Client securities transactions. A Client who directs Rochdale to use a particular broker-dealer to effect transactions should consider whether such direction can result in certain costs or disadvantages to the Client. Such costs can include less favorable execution of transactions. When a Client directs Rochdale to execute the Client’s trades through an unaffiliated broker- dealer, Rochdale will make no attempt to negotiate commissions on behalf of the Client and such clients can pay materially disparate commissions depending on their commission arrangement with the specified broker-dealer.

Trade Order Aggregation

In effecting transactions for our Clients, we process orders as received. Rochdale may enter and combine transactions in the same security for different Client accounts for which discretionary authority is exercised and record the price for each Client account as the average of the prices at which such transactions are executed (a “bunched trade” or “bunching”). We are not obligated to aggregate/bunch orders.

Equity and Fixed Income Trade Rotation Process

We utilize a multi-tiered trade rotation process that seeks to effect equity securities transactions of our discretionary Clients in a fair and equitable manner. The trade rotation process presents issues that include detrimental market impact (i.e., earlier trades can move the market causing subsequent trades to receive inferior prices), “signaling” concerns (i.e., broker-dealers anticipate additional trades in the same security and use this information to the detriment of the adviser’s client), and timing differences that result in Clients obtaining different execution prices and performance dispersion among accounts. Such concerns are mitigated where the securities involved have significant trading volume and high liquidity.

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Rochdale or its related persons participate in aggregate orders (when applicable) but will not receive any preferential treatment in the price or allocation of the trade. Rochdale can, consistent with its applicable policies and procedures, aggregate Client trades when aggregation is expected to be in the best interest of all participating Clients. Equity allocations are generally as follows:

The portfolio managers create orders in the order management system and can place the order for immediate execution or send the order as part of the sweep process described below.

Sweep orders: When Rochdale is able to, market orders of the same security and same side are automatically aggregated, or “swept” at set times during the day. The trading desk can further aggregate multiple sweep orders or separate orders. As sweep orders are executed at set times, Clients can receive better or worse order executions.

A small percentage of accounts are custodied separately at the direction of the Client. These accounts generally direct transactions to the broker at which the account is custodied.

With respect to fixed income trades, Rochdale may also elect to use other allocation methods, including pro rata, if it feels it would be in the best interests of the Client. Clients can pay higher commissions or receive worse order execution when they direct Rochdale to use their custodian broker to execute trades. Rochdale will not negotiate commissions on behalf of the Client.

Trade Allocation and Investment Allocation

When the full amount of a bunched equity order is not executed, partially executed orders will typically be allocated among the participating Client accounts on a pro rata basis in a fair and equitable manner in accordance with applicable policies and procedures. Rochdale’s portfolio managers can recommend to buy or sell securities of issuers on behalf of Rochdale’s Clients and CNB accounts. Investment decisions for Rochdale, CNB, and RBCS accounts are reached independently. Rochdale personnel, however, executing transactions on behalf of Rochdale as sub-advisor to CNB or RBCS can engage in transactions for a CNB or RBCS account at the same time and in the same security as a transaction for Rochdale Clients. With respect to equities, account allocations that individually can be completely filled with the executed shares are considered first, the allocations that can be filled only partially are considered last. Within the two groups described above, the allocations are sorted by the random number and filled with the remaining executed shares; and if an allocation cannot be filled completely, it is split amongst Clients. With respect to fixed income securities, when investment personnel make investment decisions at the same time and in the same securities as investment decisions made for CNB and RBCS Clients, Rochdale’s fixed income portfolio managers can execute trades as part of concurrent authorizations to purchase or sell the same security for numerous accounts. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to any one or more particular accounts, they will be effected only when Rochdale portfolio managers believe that to do so will be in the best interests of the affected accounts. When such concurrent authorizations occur, the executions vary on a caseby-case basis, but are generally allocated, including any cost or proceeds, among Rochdale’s Clients and CNB and RBCS Clients, on a pro rata basis using separate accounts for each. If an allocation results in an odd lot, Rochdale’s procedures are designed to provide allocations that are fair and equitable to Clients. In all other cases, transactions can be allocated using one of the following methodologies: first in -first placed, percentage allocation and rotation. Other subjective allocation methodologies that the portfolio manager deems to be in the Clients’ best interest are permissible provided that they are employed with general consistency and operate fairly.

Allocation of IPOs

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In some cases, Rochdale will direct brokerage to broker-dealers who refer Clients to the firm. This arrangement is based on the overall relationship and the quality of services provided by the referring broker-dealer. Rochdale does not enter into formal agreements to compensate broker-dealers specifically for Client referrals through directed brokerage. This creates a conflict of interest as we could be inclined to recommend broker-dealers who refer Clients over other broker-dealers who do not refer Clients. Rochdale mitigates any conflicts arising from this practice by ensuring that brokerage is directed only when doing so is consistent with the fiduciary duty to seek best execution for Clients. Rochdale does not have any promoter arrangements in place and does not compensate any non-broker-dealer persons for Client referrals.

On March 3, 2022, Rochdale (known at the time as “City National Rochdale, LLC”), entered into a settlement with the SEC in connection with conduct that Rochdale self-reported to the SEC in September 2020. The settlement required Rochdale to pay $30.4 million, consisting of disgorgement, prejudgment interest, and a civil penalty, and to use those monies to establish a Fair Fund to repay affected Clients. Pursuant to the Order, to which Rochdale consented without admitting or denying the findings therein, the SEC found that Rochdale violated Sections 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder (the “Order”). The Order states that from 2016 through 2019, Rochdale did not adequately disclose that, where it was not prudent or possible to invest a Client’s assets in the individual securities and bonds that comprise Rochdale’s internally developed model portfolios, Rochdale would invest the Client’s assets in Rochdale’s proprietary mutual funds — which are designed to track the respective asset class allocations used in Rochdale’s model portfolios. Rochdale and its affiliates received fees from such investments. The SEC further alleged that from 2016 until January 2019, Rochdale received 12b-1 fees from certain Clients, such as those who invest with Rochdale through their third-party financial advisors, without adequately disclosing to such Clients that a lower-cost share class was available to them. The SEC also alleged that Rochdale failed to implement policies and procedures reasonably designed to detect and prevent conflicts of interest. Pursuant to the Order, Rochdale was censured and agreed to pay a total of $30.4 million, consisting of disgorgement, prejudgment interest, and a civil penalty, which monies were used to establish a Fair Fund to compensate affected Clients. Rochdale has enhanced its disclosures regarding potential conflicts of interest and, as part of the Order, retained an independent compliance consultant to review its policies and procedures regarding the use of proprietary mutual funds. On March 5, 2024, the French Court of Appeal rendered a judgment of conviction against Royal Bank of Canada Trust Company (Bahamas) Limited (“RBCTC Bahamas”), a Rochdale affiliate, and other parties regarding a charge of complicity in estate tax fraud relating to actions taken relating to a trust for which RBCTC Bahamas serves as trustee. In 2016, the U.S. Department of Labor granted RBC and its current and future affiliates to continue qualifying for the QPAM Exemption under ERISA despite this conviction. In August 2025, the Department of Labor granted longer-term relief, effective August 12, 2025, through March 4, 2030.

Rochdale monitors the trading in Client accounts for, among other things, transactions that are outside a Client’s IPS. Rochdale utilizes a number of surveillance, trade, and other reports to facilitate reviewing advisory accounts. Portfolio managers, or the portfolio manager’s designee, conduct periodic reviews of Client accounts to monitor various factors that may affect the management of the Client account, including changes to the Client’s IPS. Account allocations for each asset class will be continuously monitored by Rochdale and, periodically, we will take what we believe are the necessary steps to see that the percentage allocated to each asset class remains within an acceptable range of the established targets documented in the IPS. Additionally, on at least an annual basis, we communicate with Clients to ascertain whether there have been any changes in the Client’s financial circumstances or objectives that warrant a change in the IPS. We review accounts outside of our normal review process when we deem necessary and prompted by additional factors such as significant market events, changes in a Client’s IPS, or material cash flow changes. Clients must promptly communicate any changes in their IPS as well as changes in financial condition to Rochdale. For account relationships where Rochdale provides its services directly to the Client, Clients should communicate any changes to their investment objectives to their Rochdale portfolio manager.

Account Reports

Rochdale may provide Clients with written reports regarding their advisory accounts on a periodic basis. These reports generally include a summary of all activity in the Client account, including all purchases and sales of securities and any debits and credits to the Client account, a summary of holdings including a portfolio valuation, and the change in value of the Client account from the end of the prior month. We will include additional detail related to transactions or other information as may be requested by Clients. Rochdale may also provide reports on a monthly or other interim basis upon Client request. For Clients in wrap fee programs or other programs where the Client has requested that a report not be sent because a report is being sent by the wrap program sponsor, or broker, we do not send a statement.

Except as described below, Rochdale does not take possession of Client funds or securities held in Client accounts; however, Rochdale is deemed to have custody of Client assets through the direct debiting of management fees from Client custodial accounts (where Clients consent to direct debiting of management fees). Clients receive account statements directly from their qualified custodian at which their account is held at least quarterly. Clients should understand that the statements received from the custodian of their funds and/or securities are the official records for the Client’s account. Clients are urged to compare the account statements that they receive from their qualified custodian with any that they receive from Rochdale.

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Rochdale maintains discretionary authority for the majority of assets we manage. In addition, we may accept Client accounts on a non-discretionary basis. Clients that grant Rochdale discretion are required to execute an investment advisory agreement providing Rochdale with authority to manage their account assets. Subject to acceptance by Rochdale, a Client may request certain reasonable limitations on the management of their account as set forth in the Client’s IPS or other approved communications. The Client’s IPS or other approved communications may restrict our discretion, for example, with respect to the securities of a particular industry. Clients must promptly provide changes to their IPS to us in writing and Rochdale will confirm in writing any verbal changes to the IPS provided by the Client. We also request certain documentation in addition to an executed investment advisory agreement as may be needed (for example, to verify a Client’s authority over the assets).

Proxy Voting Practices

We do not generally accept authority to vote proxies on behalf of a Client. Instead, Clients retain the responsibility for receiving and voting proxies for securities maintained in their accounts. Additionally, we do not render any advice or take any action with respect to securities or other property currently or formerly held in Client accounts or the issuers thereof that become the subject of any legal proceedings, including bankruptcies and class actions. When agreed upon in writing, we vote proxies on behalf of a Client. If we agree to vote proxies, we will do so in accordance with our proxy policy and in a manner we believe to be in the Client’s best interest. In such cases, unless a Client instructs otherwise, we will vote proxies in accordance with our proxy voting policies and procedures then in effect, which will include engaging one or more third-party proxy advisor vendors to make proxy voting recommendations and provide certain administrative functions related to voting proxies. In the event that Glass, Lewis & Co. does not provide a recommendation, we will abstain from voting in that proxy campaign. Notwithstanding the foregoing, if Client is a plan subject to ERISA (as defined above), we will vote Client proxies in accordance with our obligations under ERISA and applicable Department of Labor Regulations. Client may expressly retain the right and obligation to vote any proxies or exercise any voluntary corporate actions relating to securities held in the account, provided Client provides prior written notice to us. Unless a Client requests otherwise, the Client’s custodian will forward proxy materials for U.S. listed securities directly to the Client or their selected proxy voting service provider, if applicable, and notices for class actions and other legal proceedings directly to the Client or their appointed agent. We recommend that Clients promptly review these materials, as they identify important deadlines and may require action. Clients are encouraged to contact their custodians to ensure receipt of such materials.

How to Obtain Proxy Records and Voting Policy

Clients and prospects may request a copy of our proxy voting policies and procedures by contacting us at Rochdale_Compliance@cnr.com. Clients for whom we vote proxies may request a report on proxy votes cast on their behalf by contacting us at Rochdale_Compliance@cnr.com.

Legal Proceedings and Class Actions

From time-to-time, Rochdale receives notices with respect to securities held or previously held in Client portfolios that are subject to legal proceedings, including class actions or bankruptcies. Usually, Client custodians also receive these notices and therefore generally Rochdale does not forward these notices to its Clients or their custodians. In addition, Rochdale does not take legal action on behalf of or provide legal advice to Clients. Where a Rochdale Direct – Relationship Model Client is also a Pershing Direct client introduced through CNR Securities, and a position subject to a class action lawsuit was held at Rochdale during the time period specified in the class action lawsuit, the Client may instruct Rochdale to handle the lawsuit on the Client's behalf. Where a Rochdale Client is not a Pershing Direct client introduced through CNR Securities, Rochdale's support for class action lawsuits is limited to, upon Client request, providing supplemental documentation showing proof that the Client held the position during a specified time period.

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Rochdale does not require or solicit prepayment of fees six months or more in advance. In addition, Rochdale is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to Clients.

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GLOSSARY OF TERMS The following terms are defined in this Brochure and have the meanings set forth below or in the sections indicated: “Advisers Act” means the Investment Advisers Act of 1940, as amended. “Advisory IRAs” means advisory individual retirement accounts. “Affiliate Separate Accounts” means separate investment advisory accounts managed by an affiliate of Rochdale. “Affiliated Funds” has the meaning set forth in Item 5. “AI” means artificial intelligence. “Brochure” means this Form ADV Part 2A Firm Brochure. “CIT” means collective investment trust. “City National Rochdale Funds” means the series of mutual funds offered by the Trust. “City National Rochdale Interval Funds” means, collectively, City National Rochdale Select Strategies Fund and City National Strategic Credit Fund. “Clients” or “you” means the individuals, non-profit organizations, corporations, other businesses and institutional Clients to whom Rochdale provides investment advisory services. “CNB” means City National Bank, a national banking association. "CNR Securities" means CNR Securities LLC, a FINRA-registered broker-dealer and an affiliate of Rochdale. “RBCS” means RBC Securities, Inc., an investment adviser and broker-dealer registered with the SEC and a member of FINRA and SIPC. “RBCS Asset Allocation Program” means the asset allocation wrap fee program offered by RBCS. “RBCS Investment Advisory Program” means the investment advisory wrap fee program offered by RBCS. “Code” means Rochdale’s Code of Ethics adopted under Rule 204A-1 of the Advisers Act. “Directed Broker” means a broker-dealer through which a Client directs Rochdale to place orders. “Directed Brokerage” means the arrangement whereby a Client directs Rochdale to place orders through a particular broker-dealer. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ETF” means exchange traded fund. “FINRA” means the Financial Industry Regulatory Authority. “Funds” means, collectively, the City National Rochdale Funds and the City National Rochdale Interval Funds. “Investment Company Act” means the Investment Company Act of 1940, as amended. “IPS” means the Client’s Investment Policy Statement. “Order” has the meaning set forth in Item 9. "Pershing" means Pershing LLC, a third-party clearing firm and custodian. “Program” means the CNB Bank Deposit Sweep Program. “PTEs” means Prohibited Transaction Exemptions available under ERISA.

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“QPAM Exemption” means PTE 84-14, which is available to qualified professional asset managers. “RBC” means Royal Bank of Canada. “REIT” means real estate investment trust. “Rochdale,” “we,” or “us” means RBC Rochdale, LLC. “SAI” means Statement of Additional Information. “SEC” means the United States Securities and Exchange Commission. “SIPC” means the Securities Investor Protection Corporation. “Sponsors” means wrap sponsors with whom Rochdale has entered into agreements. “Sub-Advisor” means a sub-advisor hired by Rochdale to manage Client assets with discretion. “Sub-Advisor Accounts” means Client accounts managed by a Sub-Advisor. “TPMM” means third-party money managers. “Trust” means the City National Rochdale Funds, a Delaware statutory trust registered under the Investment Company Act.

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