VIA EDGAR
Bingham McCutchen LLP
355 South Grand Avenue
Los Angeles, CA 90071
November 27, 2013
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Division of Investment Management
| Re: | City National Rochdale Funds (Formerly CNI Charter Funds) - File No. 333-191513 (the “Registrant”) |
Ladies and Gentlemen:
This letter summarizes the comments provided to us as representatives of the Registrant by Mr. Christian Sandoe and Ms. Cindy Rose of the Staff of the Securities and Exchange Commission (the “Commission”) by telephone on November 21, 2013, regarding the Registrant’s Form N-14 registration statement, filed on October 1, 2013, with respect to the proposed reorganization of City National Rochdale Alternative Total Return Fund LLC (the “Target Fund”) into the City National Rochdale Fixed Income Opportunities Fund, a series of the Registrant (the “Acquiring Fund”). The Staff’s comments and the Registrant’s responses thereto are included below.
| 1. | Comment: Please confirm that the Acquiring Fund’s Board of Trustees was made aware that the Rochdale Alternative Total Return Offshore Fund, LP (the “Offshore Fund”) expects to redeem the Acquiring Fund shares it receives in the reorganization if the reorganization is approved by Target Fund shareholders. |
Response: The Registrant so confirms.
| 2. | Comment: Please discuss how the Offshore Fund invests in the Target Fund in compliance with Section 12(d) of the Investment Company Act of 1940, as amended (the “1940 Act”). |
Response: The Offshore Fund operates as a feeder feed and invests substantially all of its assets in the Target Fund in reliance on Section 12(d)(1)(E) of the 1940 Act.
| 3. | Comment: Please ask counsel to the Independent Trustees of the Acquiring Fund to discuss the considerations of the Independent Trustees in finding that the reorganization is in the best interests of the Acquiring Fund. |
Response: The response of Dechert LLP, counsel to the Independent Trustees of the Acquiring Fund, is being filed simultaneously with this letter.
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The Registrant acknowledges that the adequacy and accuracy of the disclosure in the filing is the responsibility of the Registrant. The Registrant acknowledges that any comments or changes to disclosure in the filing provided by the Commission staff, acting pursuant to delegated authority, do not foreclose the Commission from taking any action with respect to the filing and the Registrant represents that it will not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions or additional comments, please contact me at (714) 830-0679. Thank you.
Sincerely,
/s/ Laurie A. Dee
Laurie A. Dee, Esq.
Bingham McCutchen LLP