THIRD AMENDMENT
TO
ADVISORY AGREEMENT
This Third Amendment (the "Amendment") is made as of August 27,
2014, by and between PNC Funds (formerly known as Allegiant
Funds) (the "Trust") and PNC Capital Advisors, LLC (the "Adviser").
WHEREAS, the Trust and the Adviser entered into an Advisory
Agreement dated as
of January 4, 2010, relating to the Adviser's provision of
investment advisory services to the Trust; and
WHEREAS, pursuant to Section 11 of the Agreement, the
parties wish to amend the Agreement as set forth below.
NOW THEREFORE, the Agreement shall be amended as follows:
1. Schedule 1 of the Agreement is deleted and replaced in
its entirety with Schedule 1 attached hereto.
2. Except as amended hereby, the Agreement shall remain in
full force andeffect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to
be executed by their duly authorized officers designated below
on the date and year first above written.
PNC FUNDS
By:/s/ Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxx
Title: President
PNC CAPITAL ADVISORS, LLC
By:/s/ Xxxx XxXxxxx
Name: Xxxx XxXxxxx
Title: President
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SCHEDULE 1
PNC FUNDS
ADVISORY AGREEMENT
INVESTMENT ADVISORY FEE
EQUITY FUNDS
PNC Balanced Allocation Fund 0.75%
PNC International Equity Fund 0.90%
PNC Large Cap Core Fund 0.75% of $0 to less than $1 billion,
0.70% of $1 billion to less than $1.5
billion, and 0.65% of
$1.5 billion and over
PNC Large Cap Growth Fund 0.75% of $0 to less than $1 billion,
0.70% of $1 billion to less than $1.5
billion, and 0.65% of
$1.5 billion and over
PNC Large Cap Value Fund 0.75% of $0 to less than $1 billion,
0.70% of $1 billion to less than $1.5
billion, and 0.65% of
$1.5 billion and over
PNC Mid Cap Fund 0.75%
PNC Multi-Factor Small Cap Core Fund 0.90%
PNC Multi-Factor Small Cap Growth Fund 0.90%
PNC Multi-Factor Small Cap Value Fund 0.90%
PNC S&P 500 Index Fund 0.15% of $0 to less than $50 million,
0.10% of $50 million to less than $150
million, and 0.075% of
$150 million and over
PNC Mid Cap Index Fund 0.15%
PNC Small Cap Index Fund 0.15%
PNC Small Cap Fund 0.90%
FIXED INCOME FUNDS
PNC Bond Fund 0.40%
PNC Government Mortgage Fund 0.40%
PNC High Yield Bond Fund 0.50%
PNC Intermediate Bond Fund 0.40%
PNC Limited Maturity Bond Fund 0.35%
PNC Total Return Advantage Fund 0.40%
PNC Ultra Short Bond Fund 0.20%
TAX EXEMPT BOND FUNDS
PNC Intermediate Tax Exempt Bond Fund 0.40%
PNC Michigan Intermediate Municipal Bond Fund 0.40%
PNC Ohio Intermediate Tax Exempt Bond Fund 0.40%
PNC Pennsylvania Intermediate Tax Exempt Bond Fund 0.40%
PNC Maryland Tax Exempt Bond Fund 0.40%
PNC Tax Exempt Limited Maturity Bond Fund 0.40%
MONEY MARKET FUNDS
PNC Government Money Market Fund 0.25%
PNC Money Market Fund 0.25%
PNC Ohio Municipal Money Market Fund 0.25%
PNC Pennsylvania Tax Exempt Money Market Fund 0.25%
PNC Tax Exempt Money Market Fund 0.25%
PNC Treasury Money Market Fund 0.25%
TARGET DATE FUNDS
PNC Target 2020 Fund 0.40%*
PNC Target 2030 Fund 0.40%*
PNC Target 2040 Fund 0.40%*
PNC Target 2050 Fund 0.40%*
PNC Retirement Income Fund 0.40%*
*The investment advisory fee is charged on the average daily net
assets of each Target Date Fund that are not invested in (1)
other registered investment companies, (2) pooled investment
vehicles that charge a fee for advisory services, and (3)
exchange-traded notes the contractual returns of which are
calculated by reference to the performance of a broad-based
securities market index (a "broad-based ETN"). For these
purposes, an exchange-traded note whose contractual returns are
calculated by reference to an index or reference asset comprised
of thirty or more securities will be considered a broad-based
ETN, provided, that, regardless of the number of components of
the index or reference asset, no exchange-traded note whose
contractual returns are calculated by reference to an index or
reference asset comprised of one or more interest rates, one or
more measures of inflation or volatility, one or more
commodities or currencies, and one or more securities of
companies in a particular sector or industry shall be deemed a
broad-based ETN.