0001104659-19-051706 Sample Contracts

TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • September 27th, 2019 • PNC Funds

This Transfer Agency And Shareholder Services Agreement is made as of April 2, 2019 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and PNC Funds (the “Investment Company”) on its own behalf and on behalf of each Portfolio of the Investment Company listed on Schedule B, separately and not jointly. Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to “Schedule B” herein mean Schedule B attached hereto as constituted on the Effective Date, and thereafter as it may be amended from time to time (deemed or in writing) pursuant to Section 16 or 19(l).

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AMENDMENT TO AMENDED AND RESTATED CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • September 27th, 2019 • PNC Funds • Delaware

This Amendment (“Amendment”) is made as of the 7th day of November, 2018, by and between PNC FUNDS (the “Fund”) and THE BANK OF NEW YORK MELLON (as assigned from PFPC Trust Company) (“BNY Mellon”).

SECOND AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • September 27th, 2019 • PNC Funds • Delaware

This second amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) novated as of May 31, 2017 by and between PNC Funds (the “Client”) and PNC Funds Distributor, LLC (“Distributor”), is entered into as of January 28, 2019 (the “Execution Date”).

FOURTEENTH AMENDMENT TO SECURITIES LENDING AGENCY AGREEMENT
Securities Lending Agency Agreement • September 27th, 2019 • PNC Funds

THIS FOURTEENTH AMENDMENT (this “Amendment”) to the Securities Lending Agency Agreement is dated as of October 30, 2018, by and between the series listed on Schedule 1 to the Agreement of PNC Funds, an investment company organized under the laws of Delaware (each, a “Fund” and together, the “Funds”), and Brown Brothers Harriman & Co. (“BBH&Co.”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • September 27th, 2019 • PNC Funds • Delaware

THIS EXPENSE LIMITATION AGREEMENT (“Expense Limitation Agreement”) is made as of the 28th day of September, 2019 by and between PNC Funds, a Delaware statutory trust, on behalf of each of the portfolios listed on Exhibit A hereto (as may be amended from time to time) (each, a “Fund” and collectively, the “Funds”), and PNC Capital Advisors, LLC, a Delaware limited liability company (the “Adviser”), with respect to the following:

AMENDMENT TO CO-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Administration and Accounting Services Agreement • September 27th, 2019 • PNC Funds • Delaware

This Amendment (“Amendment”) is made as of the 7th day of November, 2018, by and among PNC FUNDS (the “Fund”), PNC CAPITAL ADVISORS LLC (“PNC Capital”) and THE BANK OF NEW YORK MELLON (as assigned from BNY Mellon Investment Servicing (US) Inc.) (“BNY Mellon”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 27th, 2019 • PNC Funds

AMENDMENT, dated as of June 1, 2018 (this “Amendment”) to the Sub-Advisory Agreement, dated as of January 4, 2010, by and between PNC CAPITAL ADVISORS, LLC, a Delaware limited liability company (“ADVISER”), and POLARIS CAPITAL MANAGEMENT, LLC, a Massachusetts limited liability company (“SUB-ADVISER”) (as the same may be amended, supplemented or otherwise modified from time to time, the “Sub-Advisory Agreement”).

NINTH AMENDMENT TO ADVISORY AGREEMENT
Advisory Agreement • September 27th, 2019 • PNC Funds

This Ninth Amendment (the “Amendment”) is made as December 7, 2018, by and between PNC Funds (formerly known as Allegiant Funds) (the “Trust”) and PNC Capital Advisors, LLC (the “Adviser”).

FIFTEENTH AMENDMENT TO SECURITIES LENDING AGENCY AGREEMENT
Securities Lending Agency Agreement • September 27th, 2019 • PNC Funds

THIS FIFTEENTH AMENDMENT (this “Amendment”) to the Securities Lending Agency Agreement is dated as of April 14, 2019, by and between the series listed on Schedule 1 to the Agreement of PNC Funds, an investment company organized under the laws of Delaware (each, a “Fund” and together, the “Funds”), and Brown Brothers Harriman & Co. (“BBH&Co.”).

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