BOARD APPROVAL OF ADVISORY AGREEMENT (UNAUDITED)
The Board of Directors (collectively, the “Board”) of each of City National Rochdale High Yield Alternative Strategies Master Fund LLC (the “Master Fund”), City National Rochdale High Yield Alternative Strategies Fund TEI LLC and City National Rochdale High Yield Alternative Strategies Fund LLC (collectively, the “Funds”) is comprised of seven Directors, six of whom are independent of the Funds’ investment adviser (the “Independent Directors”). During the six months ended September 30, 2015, the Board and the Independent Directors approved renewal of the Funds’ advisory agreement with City National Rochdale, LLC (the “Adviser”), and the Adviser’s sub-advisory agreement with PineBridge Investments LLC (“PineBridge”) with respect to the Master Fund, as described below.
General Information
The following information summarizes the Board’s considerations associated with its review of the agreements. In connection with its deliberations, the Board considered such information and factors as the Board members believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. As described below, the Board considered the nature, quality and extent of the various investment advisory and administrative services performed by the Adviser and PineBridge. In considering these matters, the Independent Directors discussed the approval of the agreements with management and in private sessions with their independent counsel at which no representatives of the Adviser or PineBridge were present.
The Board reviewed extensive materials regarding investment results of the Funds, advisory fee and expense comparisons, financial information with respect to the Adviser and PineBridge, descriptions of various functions such as compliance monitoring and portfolio trading practices, and information about the personnel providing investment management and administrative services to the Funds. The Board also took into account information it received at its past meetings and meetings of its committees with respect to these matters.
In deciding to renew the agreements, the Board and the Independent Directors did not identify a single factor as controlling and this summary does not describe all of the matters considered. In addition, each Board member did not necessarily attribute the same weight to each matter. However, the Board and the Independent Directors concluded that each of the various factors referred to below favored such approval.
City National Rochdale, LLC
Nature, Extent and Quality of Services
In reviewing the services provided by the Adviser, the Board considered a variety of matters, including the background, education and experience of the Adviser’s key portfolio management and operational personnel; its overall financial strength and stability; its resources and efforts to retain, attract and motivate capable personnel to serve the Funds; and the overall general quality and depth of its organization. The Board also took into account the experience, capability and integrity of the Adviser’s senior management; its investment philosophy and processes, including sub-adviser oversight processes; its portfolio trading and soft dollar practices; its commitment to compliance with applicable laws and regulations and the systems in place to ensure compliance with those requirements; and its disaster recovery and contingency planning practices. The Board found all of these matters to be satisfactory.
Investment Performance
The Board assessed the performance of the Funds compared with their relevant benchmark indexes for the one-year and since inception periods ended June 30, 2015. The Board noted that the Funds’ investment strategy had changed significantly in early 2013 and reviewed the Funds’ performance only for periods after March 28, 2013. The Board members noted that the returns of the High Yield Funds were above the returns of the Funds’ benchmark, which was comprised 50% of the Barclays U.S. Corporate High Yield Index and 50% of the Credit Suisse Leveraged Loan Index, for the one-year and since inception periods. The Board members considered that the Funds’ performance record after implementation of the new strategy was short and that review of the Funds’ performance over longer periods would be more meaningful. The Board concluded that the Adviser continued to provide satisfactory management and oversight services to the Funds.
Advisory Fees and Fund Expenses
The Board reviewed information regarding the advisory fees charged by the Adviser to the Funds and the total expenses of the Funds (as a percentage of average annual net assets). The Board noted that it was difficult to gather a peer group for comparison due to the unique investment strategy of the Funds and lack of public information regarding the Funds’ competitors. The Board reviewed fee and expense information from samples of closed-end funds and private funds with fund-of-funds strategies compiled by U.S. Bancorp Fund Services, LLC, the Funds’ administrator, in consultation with the Adviser, using data from Morningstar, Inc.
The Board observed that the investment advisory fees paid by the Funds were in line with the median advisory fee of a sample of 94 peer funds employing a similar fund-of-funds strategy. The Board noted that the Adviser does not manage assets of any other clients using the same strategies as those used by the Funds and therefore it could not compare the fees charged by the Adviser to the Funds to those charged to its other clients. The Board considered that the total expense ratios of the Funds were below the median total expenses of 18 peer funds that voluntarily report their total expense ratios. The Board concluded that the advisory fees charged by the Adviser to the Funds were fair and reasonable, and the total expenses of the Funds continued to be reasonable.
Profitability, Benefits to the Adviser and Economies of Scale
The Board considered information prepared by the Adviser relating to its costs and profits with respect to the Funds, noting that the Adviser was waiving a portion of its fees with respect to the Funds pursuant to an expense limitation agreement. The Board determined that the level of profitability was reasonable. The Board also considered the benefits received by the Adviser and its affiliates as a result of the Adviser’s relationship with the Funds, including investment advisory fees paid to the Adviser; fees paid to the Adviser’s affiliate, RIM Securities, LLC, for providing distribution services to the Funds; benefits to the Adviser’s general wealth management business as a result of the availability of the Funds to its customers; and the intangible benefits of the Adviser’s association with the Funds. The Board noted the Adviser’s representation that no significant economies of scale with respect to the Funds had been realized in the last year. The Board also noted that although there were no advisory fee breakpoints, based on the Adviser’s operations significant economies of scale were not likely to be realized until the asset levels of the Funds were significantly higher than their current levels.
Conclusions
Based on their review, including their consideration of each of the factors referred to above, the Board and the Independent Directors concluded that the compensation payable to the Adviser with respect to the Funds pursuant to its advisory agreement with the Funds is fair and reasonable in light of the nature and quality of the services being provided by it to the Funds and their shareholders, and that renewal of the agreement was in the best interest of the Funds and their shareholders.
PineBridge Investments LLC
Nature, Extent and Quality of Services
In reviewing the services provided by PineBridge, the Board considered a variety of matters, including the background, education and experience of PineBridge’s key portfolio management and operational personnel; its overall financial strength and stability; its resources and efforts to retain, attract and motivate capable personnel to serve the Master Fund; and the overall general quality and depth of its organization. The Board also took into account the experience, capability and integrity of its senior management; its investment philosophy and processes; PineBridge’s investment operations and staff; its portfolio trading and soft dollar practices; its commitment to compliance with applicable laws and regulations and the Funds’ compliance policies and procedures; and its disaster recovery and contingency planning practices. The Board found all of these matters to be satisfactory.
Investment Performance
The Board’s observations regarding the performance of the Funds are described above. The Board concluded that PineBridge continued to provide satisfactory services to the Master Fund.
Advisory Fees and Fund Expenses
The Board reviewed information regarding the sub-advisory fees charged by PineBridge and observed that PineBridge does not advise any other funds of hedge funds with investment strategies similar to the Funds and therefore it could not compare PineBridge’s sub-advisory fees with the fees PineBridge charges to other similar clients. The Board noted that the Adviser pays out of its advisory fees all sub-advisory fees to PineBridge.
Benefits to PineBridge
The Board considered the benefits received by PineBridge as a result of its relationship with the Funds, including the sub-advisory fees paid to PineBridge, and the intangible benefits of PineBridge’s association with the Funds generally and any favorable publicity arising in connection with the Funds’ performance. The Board also considered that the asset levels of the Funds were relatively small and were currently not likely to lead to significant economies of scale.
Conclusions
Based on their review, including their consideration of each of the factors referred to above, the Board and the Independent Directors concluded that the compensation payable to PineBridge pursuant to its sub-advisory agreement is fair and reasonable in light of the nature and quality of the services being provided by PineBridge to the Funds and their shareholders, and that renewal of the sub-advisory agreement was in the best interest of the Funds and their shareholders.