Rochdale Strategic Credit Fund: Vote Nov 10, NAV Down 34%

What the fund is, and why it is changing hands

City National Rochdale Strategic Credit Fund is a Delaware statutory trust, registered under the Investment Company Act of 1940, that began operating on December 19, 2018. Its annual report calls it “a continuously offered, non-diversified, closed-end management investment company” and “an interval fund that offers to make quarterly repurchases of shares at net asset value.” Its primary objective is current income. The portfolio is credit-related: “primarily sourcing opportunities in collateralized loan obligations,” and the adviser's own letter says the fund “invests most of its assets in the CLO equity tranche of the structure.” The adviser is RBC Rochdale, LLC, a subsidiary of City National Bank, itself a subsidiary of Royal Bank of Canada. CIFC Investment Management is the sub-adviser that runs the portfolio day to day.

The reason for the vote is a business sale, not a performance review. On May 13, 2026, RBC Rochdale signed an asset purchase agreement with American Beacon Advisors under which American Beacon “will acquire certain assets related to RBC Rochdale's business of providing investment management services to the Fund.” The proxy states plainly that RBC Rochdale “has indicated to the Board that it no longer wishes to serve as investment adviser to the Fund.” The price is paid by American Beacon, not the fund, as a payment at closing plus annual payments for three years based on “a percentage of the lesser of” the fund's assets at closing and the assets of RBC Rochdale client accounts invested in the fund. The proxy discloses the conflict: the annual payment “provides an incentive for RBC Rochdale to have its managed account clients invest in the Fund following the Adoption.”

The same asset purchase agreement covers two other funds in the City National Rochdale family, and the adoption of this fund “is not contingent on the closing of the other fund adoptions.”

What shareholders vote on November 10, 2026

The “majority of the outstanding voting securities” test is the 1940 Act's: the lesser of 67% of shares present (if more than 50% are present) or more than 50% of shares outstanding. A quorum is 30% of outstanding shares. On the September 18, 2026 record date the fund had 44,553,938.310 shares outstanding. The meeting is at 2:00 p.m. Eastern at RBC Rochdale's office at 400 Park Avenue, New York, and American Beacon bears the cost of the proxy.

Two details decide how much a small holder's vote counts. First, all three proposals stand or fall together, and the sale must also close. Second, the proxy says “RBC Rochdale managed account clients for which RBC Rochdale has proxy voting authority represented 78% of the Fund's net assets,” that it has delegated voting to Glass Lewis, and that “Glass Lewis's voting recommendation is expected to determine whether each Proposal is approved.” No person was known to own 5% or more. Trustees and officers own under 1%. The proxy does not say what Glass Lewis has recommended. The proxy also commits American Beacon, for at least three years after closing, to use “commercially reasonable efforts” to keep at least 75% of the board free of ties to American Beacon or RBC Rochdale, as Section 15(f) of the 1940 Act requires.

What changes in fees and service providers

The headline fee does not move, which the Board cites. What the table shows is the gap underneath: gross expenses go up 0.13 percentage points (our arithmetic) and the investor is protected only by a cap that lasts three years from closing. The proxy's own 10-year example is higher for the pro forma case because the waiver stops. The proxy also states the investment objective and strategies “will not change.”

The quarterly offer: 8%, and how much is being asked for

The fund must make a repurchase offer every three months, a “fundamental policy, which cannot be changed without shareholder approval.” Each offer is for at least 5% and no more than 25% of shares; the adviser “currently expects” 8%. The most recent notice, filed August 14, 2026, offered up to 8% with a request deadline of September 11, 2026 and pricing at NAV on September 18, 2026, with payment by September 25, 2026. The notice adds that the fund may add up to 2% and otherwise repurchases “on a pro rata basis.” The annual report is the only place that says how much was actually tendered:

Tenders rose in each of the last three offers and the March 2026 figure sits at 96% of the 8% offer (our arithmetic). The four offers sum to $55.5 million, which matches the “shares redeemed” line of the cash flow in the annual report. In the same year the fund sold $78.2 million of new shares, so it still took in more than it paid out, but net assets fell 20.1%, from $272.4 million to $217.6 million, because of valuation losses (our arithmetic). The next semiannual report, for the six months to November 30, 2026, is due around February 2027 and will show whether the June and September 2026 offers hit the cap. The fund's next quarterly notice is expected in mid-November 2026, on the pattern of the November 14, 2025 notice, but it has not been filed.

One feature of the pricing matters for anyone tendering. The notice date NAV and the price actually paid can differ a lot: the NAV on the November 14, 2025 notice was $6.26 but the December 12, 2025 offer was priced at $5.96, and the February 20, 2026 notice showed $4.96 against $4.71 paid on March 20, 2026. Each is a fall of about 5% over the four weeks between the notice and the pricing date (our arithmetic). The notice itself warns that NAV “could be lower or higher” than on the date you submit.

NAV: the fund's price is a model price

The fund has no market price: its annual report says “the Fund's shares have no history of public trading” and that “there currently is no secondary market.” Everything is NAV, struck from the Board's valuation of CLO tranches. The NAV per share on the dates the fund published it:

From $6.63 on August 8, 2025 to $4.38 on August 7, 2026 is a fall of 33.9% (our arithmetic). The adviser's explanation in the annual report is not credit losses: “valuation compression, increased financing costs, and shifts in investor behavior,” with tighter spreads on CLO debt squeezing the cash left for equity. It reports a gain of 2.01% in the three months to May 31, 2026, and a -9.03% total return for the year, against +5.78% for the Palmer Square CLO BB index and +6.75% for the BBB index. The three-year average annual return is 7.84%. Total return counts distributions, which is why NAV fell further than the return.

What it owns

At May 31, 2026 the fund reported investments of $214.3 million at fair value against a cost of $302.0 million (a 29.0% gap, our arithmetic). Asset-backed securities were 86.1% of net assets, a government money fund 12.4%. By valuation level, $149.9 million was Level 3, which means priced from unobservable inputs: 68.9% of net assets (our arithmetic). Another $37.4 million was Level 2. Rule 144A securities were 67.2% of net assets.

Three CLO warehouses, loan accumulation vehicles that exist before a CLO is formed, totalled $23.2 million, 10.7% of net assets (our arithmetic). The fund committed $22.5 million to one of them and had funded $13.1 million, leaving $9.4 million unfunded; a second, $2.0 million commitment was 23% funded. The three warehouses have $10.9 million of unfunded commitments combined (our arithmetic).

Distributions: more than the fund earned

Net investment income was $24.9 million ($0.58 a share) in the year to May 31, 2026, and distributions were $58.1 million ($1.37 a share). That is 233% of net investment income (our arithmetic), and $1.37 is 20.9% of the opening NAV of $6.57. In the first half of the year the fund distributed $19.1 million; the second half was $39.0 million (our arithmetic), so the rate doubled as NAV fell. The tax notice designates 99.51% of the year's distributions as ordinary income and 0.49% as long-term capital gain, with no return of capital. The financial highlights show distributions of $1.55 a share the year before and $1.69 the year before that. For comparison, other CLO equity vehicles have their own pages: Oxford Lane Capital and Eagle Point Credit are listed, so they have market prices; this fund prices only at NAV.

The sibling fund: Select Strategies Fund and ProShares

City National Rochdale Select Strategies Fund (CIK 1690996, Class 1 ticker CNRLX) filed its own definitive proxy on October 16, 2026 for a special meeting the same day, November 10, 2026, at 2:30 p.m. Eastern. It is a catastrophe-risk fund: its portfolio is equity-linked notes tied to segregated accounts, and 94.6% of net assets is illiquid and restricted. RBC Rochdale signed a separate asset purchase agreement with ProShares Investment Management on August 18, 2026. Shareholders vote on two things, a new advisory agreement with ProShares (fee unchanged at 0.50%) and four new trustees from the ProFunds and ProShares Trust boards, and on a name change to ProShares Select Strategies Fund. The same 78% of net assets sits in RBC Rochdale managed accounts voting through Glass Lewis, and this proxy adds: “It is not currently known if Glass Lewis will recommend to approve the Proposals.”

For Select Strategies Fund the contrast with its sibling is the point: tenders of 2.5%, 5.3%, 1.6%, 4.9%, 1.6% and 1.5% of shares in the six offers from February 2025 to May 2026, against a 5% offer, and NAV per share of $15.53 on January 10, 2025 against $17.97 on October 9, 2026 (our arithmetic: +15.7%). Its 5% offer that opened on October 16, 2026 closes November 6, 2026, with payment by November 20, 2026. The annual report for the year to January 31, 2026 shows an 11.27% total return and net assets of $234.5 million.

What a holder can do with this

• Vote, or know who is voting for you. If your shares are in an RBC Rochdale managed account, RBC Rochdale holds the proxy and has delegated it to Glass Lewis; otherwise the card, the 1-800-690-6903 line and proxyvote.com are in the proxy. Proposals 1 and 2 need a majority of shares outstanding, so a share that is not voted cannot help them pass (our reading), and a broker may not vote your Proposal 1 and 2 shares without your instructions.
• Watch the next filing, not the vote. The vote moves the adviser name, not the portfolio. The numbers that tell you the fund's state are the next Form N-23C-3 (expected mid-November 2026) and the semiannual report for the six months to November 30, 2026 (due around February 2027), which will report the June and September 2026 tender results.
• If you want out: requests go in during the offer window, to RBC Rochdale or through your intermediary, by 4 p.m. Eastern on the request deadline, and are priced at NAV on the pricing date a week later. If the offer is oversubscribed it is prorated and you resubmit next quarter. The notice says the fund charges no repurchase fee, though an intermediary may.
• If you sell below what you paid, the loss is yours to report; see Form 8949 and Schedule D for REIT, BDC and interval fund sales. The distributions were taxed as ordinary income in the year to May 31, 2026.
• Compare it with other quarterly exits: private credit fund redemptions compared, the list of interval funds, and the Cliffwater interval fund, where tenders also climbed toward the cap.

A holder of a five- or six-figure position whose fund price has fallen by a third has questions the proxy cannot answer: whether to tender now or wait, what a loss does to the tax return, and how much of the portfolio sits in one illiquid CLO fund. That is a conversation for an adviser who sees the whole picture.

FAQ

All figures are from SEC filings read on EDGAR on October 20, 2026: the definitive proxy statements of City National Rochdale Strategic Credit Fund (accession 0001398344-26-018413, filed October 19, 2026) and Select Strategies Fund (0001398344-26-018339, filed October 16, 2026); Strategic Credit Fund's annual report for the year ended May 31, 2026 (0001398344-26-013822) and semiannual report to November 30, 2025 (0001398344-26-002308); Select Strategies Fund's annual report to January 31, 2026 (0001398344-26-006211) and semiannual report to July 31, 2026 (0001398344-26-017919); and fifteen Form N-23C-3 repurchase notices (February 2025 to October 2026). Percentages marked as our arithmetic are our calculations. The results of the June and September 2026 offers are not yet public. This is analysis of public documents, not investment, legal or tax advice.