The Boards of Directors (the “Boards”) of City National Rochdale High Yield Alternative Strategies Funds (the “Fund”) has adopted this Supplemental Antifraud Code of Ethics (the “Code”) for the Funds’ Principal Officers and Senior Financial Officers (the “Officers”) to guide and remind the Officers of their responsibilities to the Fund, other Officers, shareholders of the series of the Fund (the “Funds”), and governmental authorities. Officers are expected to act in accordance with the guidance and standards set forth in this Code.

 

For the purposes of this Code, the Funds’ Principal Officers and Senior Financial Officers shall include: the Principal Executive Officer; the Principal Financial Officer; the Principal Accounting Officer; the Controller; and any persons performing similar functions on behalf of the Fund, regardless of whether such persons are employed by the Fund or a third party.

 

This Code is intended to serve as the code of ethics described in Section 406 of The Sarbanes-Oxley Act of 2002 and Form N-CSR. To the extent that an Officer is subject to the Funds’ code of ethics adopted pursuant to Rule 17j-1 of the Investment Company Act of 1940, as amended (the “Rule 17j-1 Code”), this Code is intended to supplement and be interpreted in the context of the Rule 17j-1 Code. This Code also should be interpreted in the context of all applicable laws, regulations, the Funds’ Agreement and Declaration of Fund and Bylaws, as amended, and all other governance and disclosure policies and documents adopted by the Boards.  All Officers must become familiar and fully comply with this Code.  Because this Code cannot and does not cover every applicable law or provide answers to all questions that might arise, all Officers are expected to use common sense about what is right and wrong, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct.

 

The purpose of this Code is to set standards for the Officers that are reasonably designed to deter wrongdoing and are necessary to promote:

 

 

 

 

 

 

 

 

Officers are expected to observe both the form and the spirit of the ethical principles contained in this Code. Officers must perform their duties and responsibilities for the Fund:

 

 

 

Officers who are certified public accountants are expected carry out their duties and responsibilities in a manner consistent with the principles governing the accounting profession, including any guidelines or principles issued by the Public Company Accounting Oversight Boards or the American Institute of Certified Public Accountants from time to time.

 

 

Officers are expected to maintain objectivity and avoid undisclosed conflicts of interest.  In the performance of their duties and responsibilities for the Fund, Officers must not subordinate their judgment to personal gain and advantage, or be unduly influenced by their own interests or by the interests of others.  Officers must avoid participation in any activity or relationship that constitutes a conflict of interest unless that conflict has been completely disclosed to affected parties.  Further, Officers should avoid participation in any activity or relationship that could create the appearance of a conflict of interest.

 

A conflict of interest would generally arise if an Officer directly or indirectly participated in any investment, interest, association, activity or relationship that may impair or appear to impair the Officer’s objectivity.

 

Any Officer who may be involved in a situation or activity that might be a conflict of interest or give the appearance of a conflict of interest should consider reporting such situation or activity using the reporting procedures set forth in Section 4 of this Code

 

The Audit Committee will not be responsible for monitoring or enforcing this conflict of interest policy, but rather each Officer is responsible for self-compliance with this conflict of interest policy.

 

 

Officers must not knowingly make any misrepresentations regarding a Funds’ financial statements or any facts in the preparation of a Funds’ financial statements, and must comply with all applicable laws, standards, principles, guidelines, rules and regulations in the preparation of the Funds’ financial statements. This section is intended to prohibit:

 

 

 

 

Officers must be scrupulous in their application of generally accepted accounting principles.  No Officer may (i) express an opinion or state affirmatively that the financial statements or other financial data of the Fund are presented in conformity with generally accepted accounting principles, or (ii) state that he or she is not aware of any material modifications that should be made to such statements or data in order for them to be in conformity with generally accepted accounting principles, if such statements or data contain any departure from generally accepted accounting principles then in effect in the United States.

  

Officers must follow the laws, standards, principles, guidelines, rules and regulations established by all applicable governmental bodies, commissions or other regulatory agencies in the preparation of financial statements, records and related information.  If an Officer prepares financial statements, records or related information for purposes of reporting to such bodies, commissions or regulatory agencies, the Officer must follow the requirements of such organizations in addition to generally accepted accounting principles.

 

If an Officer and his or her supervisor have a disagreement or dispute relating to the preparation of financial statements or the recording of transactions, the Officer should take the following steps to ensure that the situation does not constitute an impermissible subordination of judgment:

 

 

 

 

In dealing with a Funds’ independent auditor, Officers must be candid and not knowingly misrepresent facts or knowingly fail to disclose material facts, and must respond to specific inquiries and requests by the Funds’ independent auditor.

 

Officers must not take any action, or direct any person to take any action, to fraudulently influence, coerce, manipulate or mislead a Funds’ independent auditor in the performance of an audit of the Funds’ financial statements for the purpose of rendering such financial statements materially misleading.

 

 

It is the Funds’ policy to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Fund files with, or submits to, the SEC and in any other public communications by the Fund. The Fund has designed and implemented Disclosure Controls and Procedures to carry out this policy.

 

Officers are expected to use their best efforts to promote, facilitate, and prepare full, fair, accurate, timely, and understandable disclosure in all reports and documents that the Fund files with, or submits to, the SEC and in any other public communications by the Fund.

 

Officers must review the Funds’ Disclosure Controls and Procedures to ensure they are aware of and carry out their duties and responsibilities in accordance with the Disclosure Controls and Procedures and the public reporting obligations of the Fund. Officers are responsible for monitoring the integrity and effectiveness of the Funds’ Disclosure Controls and Procedures.

  

 

Officers are expected to know, respect and comply with all laws, rules and regulations applicable to the conduct of the Funds’ business. If an Officer is in doubt about the legality or propriety of an action, business practice or policy, the Officer should seek advice from the Officer’s supervisor or the Funds’ legal counsel.

 

In the performance of their work, Officers must not knowingly be a party to any illegal activity or engage in acts that are discreditable to the Fund.

 

Officers are expected to promote the Funds’ compliance with applicable laws, rules and regulations. To promote such compliance, Officers may establish and maintain mechanisms to educate employees carrying out the finance and compliance functions of the Fund about any applicable laws, rules or regulations that affect the operation of the finance and compliance functions and the Fund generally.

 

 

Officers should promptly report any conduct or actions by an Officer that do not comply with the law or with this Code. Officers and the Fund shall adhere to the following reporting procedures:

 

 

 

 

 

 

 

  

 

All Officers will be held accountable for adherence to this Code. On an annual basis, within 30 days of the beginning of each calendar year, each Officer shall certify in writing his or her receipt, familiarity and commitment to compliance with this Code, by signing the Acknowledgment Form (Appendix A to this Code).

 

This Code is applicable to all Officers, regardless of whether such persons are employed by the Fund or a third party. If an Officer is aware of a person (“Potential Officer”) who may be considered an Officer as defined by this Code, the Officer should inform legal counsel to the Fund of such Potential Officer so that a determination can be made regarding whether such Potential Officer has completed or should complete an Acknowledgment Form. However, the absence of such a determination will not be deemed to relieve any person of his or her duties under this Code.

 

 

This Code shall be disclosed by at least one of the following methods in the manner prescribed by the SEC, unless otherwise required by law:

 

 

 

 

 

Any waiver of this Code, including an implicit waiver, that has been granted to an Officer, may be made only by the Boards or a committee of the Boards to which such responsibility has been delegated, and must be disclosed by the Fund in the manner prescribed by law and as set forth above in Section 6 (Disclosure of this Code).

 

 

This Code may be amended by the affirmative vote of a majority of the Boards. Any amendment of this Code, must be disclosed by the Fund in the manner prescribed by law and as set forth above in Section 6 (Disclosure of this Code), unless such amendment is deemed to be technical, administrative, or otherwise non-substantive. Any amendments to this Code will be provided to the Officers.

 

I acknowledge and certify that I have received a copy of City National Rochdale High Yield Alternative Strategies Funds’ Supplemental Antifraud Code of Ethics for Principal Officers and Senior Financial Officers (the “Code”).  I understand and agree that it is my responsibility to read and familiarize myself with the policies and procedures contained in the Code and to abide by those policies and procedures.

 

I acknowledge my commitment to comply with the Code.

 

 

 

 

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