EXHIBIT 99.8.58
PNC FUNDS
PNC ADVANTAGE FUNDS
SHAREHOLDER SERVICES AGREEMENT
This Shareholder Services Agreement (the "Agreement") is made as of the
11th day of November, 2015, by and among PNC Funds ("PNC Funds") and PNC
Advantage Funds ("Advantage") (each a "Fund" and collectively the "Funds" or
"we," "our" or "us"), each on behalf of its series (each, a "Portfolio"),
American United Life Insurance Company ("you," "your") concerning the provision
of shareholder services to Plan Participants (as defined below) who may from
time to time own certain classes of shares of beneficial interest in one or more
Portfolios, and solely for purposes of Section 4, PNC Capital Advisors, LLC
("PNC Capital"). This Agreement shall apply to classes of shares of beneficial
interest of the Portfolios for which shareholder servicing fees may be payable
(collectively, "Shares").
RECITALS
WHEREAS, employee benefit plans and individual retirement accounts and
plans, including accounts and plans which are subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and/or Section 4975
of the Internal Revenue Code of 1986, as amended (the "Code") (individually, a
"Plan" and collectively, "Plans") may invest in the Portfolios through an
intermediary or custodian on behalf of participants in the Plans ("Plan
Participants") or offer to Plan Participants the opportunity to invest in the
Portfolios;
WHEREAS, you have contractually agreed to provide recordkeeping and other
administrative services to such Plans with respect to the Shares, including
(among other things) Plan Participant recordkeeping services,
shareholder/administrative services and other investor and communication
services, as more fully described below;
WHEREAS, such Plans and Plan Participants investing in the Shares may
require some or all of the Services (as defined below) that may benefit them and
facilitate their ability to invest in Shares;
WHEREAS, the Portfolios desire to arrange for the provision of the
Services;
WHEREAS, your affiliate, OneAmerica Securities ("Dealer") has entered into
a Dealer Agreement with the Distributor under which Dealer provides certain
distribution, sales, marketing and other related services required to be
performed by a broker-dealer;
WHEREAS, the parties agree that, except for those services required to be
performed by Dealer, you, directly or through other designees or agents, will be
responsible for all Services to be performed in accordance with the terms and
conditions of this Agreement in exchange for the compensation due under this
Agreement;
WHEREAS, PNC Capital, a SEC registered investment adviser, has an
agreement to act as investment adviser for the Funds, an open-end investment
company registered under the Investment Company Act of 1940 (the "1940 Act"),
and each Portfolio, and is a party to this Agreement solely for the purpose of
the obligation to pay certain fees and expenses as described in Section 4 of
this agreement and set forth in Schedule A and for no other obligation under the
Agreement.
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NOW, THEREFORE, in consideration of the premises and covenants set forth
herein, the Funds, PNC Capital and you agree as follows:
The terms and conditions of this Servicing Agreement are as follows:
SECTION 1. Services
You agree to provide the following services (the "Services") for Plans
and/or Plan Participants who may from time to time own Shares:
(i) Establishing and maintaining, on behalf of the Plans and Plan
Participants, one or more omnibus accounts (each, an "Account")
with the Portfolios;
(ii) Aggregating and processing purchase and redemption requests for
Shares from Plan Participants and placing net purchase and
redemption orders with the Funds' transfer agent;
(iii) Providing Plan Participants with a service that invests the assets
of their accounts in Shares pursuant to specific or pre-authorized
instructions;
(iv) Processing dividend payments from a Portfolio on behalf of the
Plans and Plan Participants and assisting Plan Participants in
changing dividend options, account designations and addresses;
(v) Providing periodic statements to Plan Participants showing their
positions in Shares and any transactions in Shares during the
period in a Plan Participant's account;
(vi) Arranging for bank wires;
(vii) Responding to inquiries relating to the services performed by you;
(viii) Providing all transfer and sub-transfer agency, administrative,
recordkeeping and sub-accounting services with respect to Shares
owned by Plans and Plan Participants;
(ix) Delivering prospectuses, including summary prospectuses, as
applicable, and/or statements of additional information of the
Portfolios, as supplemented from time to time, (each, a
"Prospectus"), and confirmations in respect of any transactions in
Shares by Plans and Plan Participants;
(x) Forwarding or causing to be forwarded all shareholder
communications from us, including, without limitation, proxy
statements, Prospectuses, shareholder reports, annual and
semi-annual financial statements, and dividend, distribution, and
tax notices) to Plans and Plan Participants;
(xi) Receiving, tabulating, and transmitting proxies executed by
beneficial owners;
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(xii) Taking such action as necessary so that the transactions
contemplated by this Agreement shall not be nonexempt "Prohibited
Transactions" under Section 406 of ERISA or Section 4975 of the
Code; and
(xiii) Providing such other services as are required by applicable law, as
are customarily provided in respect of the activities contemplated
by this Agreement or that a Portfolio may request, to the extent
you are not prohibited from performing such services under
applicable statutes, rules, or regulations.
You agree to provide the Services and perform your other obligations under
this Agreement in accordance with applicable law. You will provide such office
space and equipment, telephone facilities, and personnel (which may be any part
of the space, equipment, and facilities currently used in your business, or any
personnel employed by you) as may be reasonably necessary or beneficial in order
to provide the aforementioned services.
SECTION 2. Limited Agency; Transmission of Orders
You are hereby authorized and appointed to act as limited agent to accept
orders for the purchase and redemption of Shares and to tender Shares to the
Portfolios' transfer agent for exchange or redemption, subject to such
procedures and practices as are established by the Portfolios and provided to
you in writing from time to time. All orders for the purchase of Shares are
subject to acceptance or rejection by the Portfolios in their sole discretion.
Payment for purchases of Shares will be made by wire order from you in
immediately available funds directly to the Portfolios' transfer agent unless
otherwise instructed by the Portfolios. Payment shall be made by American United
Life Insurance on the business day following the transmission of a purchase
order or as otherwise specified in writing by the Portfolios. If payment is not
so received or made, and documents required by the applicable Portfolio are not
received, the transaction may be cancelled at the Portfolio's discretion. In
this event or in the event that you cancel the trade for any reason, you agree
to be responsible for any loss, including loss of profit, suffered by a
Portfolio from your failure to make payments or provide documents as aforesaid;
You shall not be entitled to any gains generated thereby. You also assume
responsibility for any loss to a Portfolio caused by any order placed by you on
an "as-of' basis subsequent to the trade date for the order, and will
immediately pay such loss to such Portfolio upon notification or demand. Such
orders shall be acceptable only as permitted by the Portfolio and shall be
subject to the Portfolio's policies pertaining thereto.
SECTION 3. Limitation on Representations
Neither you nor any of your officers, employees, affiliates or agents are
authorized to make any representations concerning the Funds, a Portfolio or
Shares except those contained in a Portfolio's then-current Prospectus, copies
of which will be supplied by us to you, or in such supplemental literature or
advertising the use of which may be authorized by us in writing.
SECTION 4. Fees.
In consideration of the Services provided by you hereunder, we will pay or
cause to be paid to you or the Portfolio's transfer agent as your agent, and you
will accept as full payment therefor, the fees as set forth in the fee schedule
attached as SCHEDULE A.
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In addition, in consideration of the services you provide hereunder, PNC
Capital will separately pay you the fees set forth under "PNC Capital Paid Fees"
in the fee schedule attached as Schedule A.
For purposes of determining the fees payable under this Section 4, the
daily net asset value of the Participants' Shares will be computed in the manner
specified in the Portfolio's Prospectus in connection with the computation of
the net asset value of Shares for purposes of purchases and redemptions. The fee
rates payable to you and provided for above may be prospectively increased or
decreased by us and PNC Capital, in our and PNC Capital's sole discretion, at
any time, upon notice to you. Further, we may, in our discretion and without
notice, suspend the sale of Shares, including the sale of such Shares to you for
the account of any Plan or Plan Participant.
You agree and acknowledge that compensation paid to you by us hereunder
may be paid from the proceeds of a shareholder servicing plan and pursuant to
the terms and conditions set forth in the then-current Prospectus. You agree to
waive fees payable by us hereunder to the extent the payments under such
shareholder servicing plan with respect to the Shares held in an Account are
insufficient to the pay the fees due hereunder.
You will furnish us or our designees with such information as we or our
designees may reasonably request (including, without limitation, periodic
certifications confirming the provision of the Services described herein), and
will otherwise cooperate with us and our designees (including, without
limitation, any auditors designated by us), in connection with the preparation
of reports to our Board of Trustees concerning this Agreement and the monies
paid or payable by us pursuant hereto, as well as any other reports or filings
that may be required by law.
SECTION 5. Pricing Errors.
Any pricing errors affecting a Portfolio will be subject to a Portfolio's
NAV error correction procedures or such similar policies and procedures as are
adopted from time to time by a Portfolio's Board of Trustees. With respect to
errors that can be corrected in full or in part by the reprocessing of Shares or
the adjustment of accounts or sub-accounts, you agree to reprocess such
transactions or adjust such accounts or sub-accounts to correct the under-or
over-issuance of Shares upon notice of the error. You agree to use commercially
reasonable efforts to collect and return any monies paid to you, a Plan or a
Plan Participant in error.
SECTION 6. Termination. This Agreement is terminable, without penalty, by
any party upon 30 days' written notice to the other parties. Termination of this
Agreement shall terminate any obligation to pay you any compensation hereunder.
SECTION 7. PROSPECTUSES. Each Portfolio will cause to be provided to you
the number of Prospectuses, proxy solicitation materials, periodic shareholder
reports, and such other materials and reports with respect to the Portfolios as
you may reasonably request ("Disclosure Materials") in order for you to forward
them to Plans and Plan Participants.
SECTION 8. NOTICE.
Notice is hereby given that this Agreement has been executed on behalf of
the Funds by an officer of the Funds in his or her officer capacity and not
individually and the obligations hereunder are not binding upon any of the
Trustees, officers, employees or representatives of the Funds, but bind only
each Fund on behalf of its applicable Portfolio, and all persons dealing with
any Portfolio must look solely to the Portfolio's property for the enforcement
of any claims.
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SECTION 9. TRADING INFORMATION.
You agree to provide to the Portfolios, promptly upon written request, the
TIN, International Taxpayer Identification Number ("ITIN") or other
government-issued identifier ("GII"), if known, of any or all of your customers
who beneficially own Shares under this agreement ("Shareholders"), and the name
or other identifier of any investment professional(s) associated with the
Shareholder(s) or account (if known), and the amount, date, transaction type
(purchase, redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account maintained by you during
the period covered by the request. If requested by a Portfolio or its designee,
you agree to use best efforts to determine promptly whether any specific person
about whom you have received the identification and transaction information
specified above is itself a financial intermediary ("Indirect Intermediary")
and, upon further request of the Portfolio or its designee, promptly either (i)
provide (or arrange to have provided) the information set forth above for those
Shareholders who hold an account with an Indirect Intermediary or (ii) restrict
or prohibit the Indirect Intermediary from purchasing, in nominee name on behalf
of other persons, securities issued by the Portfolios. You also agree to inform
the Portfolios whether you plan to perform (i) or (ii). Responses required by
this paragraph must be communicated in writing and in a format mutually agreed
upon by the parties. To the extent practicable, the format for any transaction
information provided to the Portfolios should be consistent with the NSCC
Standardized Data Reporting Format or another industry standardized data
reporting format.
(a) PERIOD COVERED BY REQUEST. Requests must set forth a specific
period for which transaction information is sought, which
generally will not exceed ninety (90) days (or any three (3)
month period, as applicable) of transaction information. The
Portfolios may request transaction information older than
ninety (90) days from the date of the request as it deems
appropriate to investigate compliance with policies
established by the Portfolio for the purpose of eliminating or
reducing any dilution of the value of the outstanding Shares
issued by the Portfolios.
(b) LIMITATIONS ON USE OF INFORMATION. The Funds agree not to use
the information received for marketing or any other similar
purpose without your prior written consent.
(c) AGREEMENT TO RESTRICT TRADING. You agree to execute written
instructions from the Portfolios to restrict or prohibit
further purchases or exchanges of Shares by a Shareholder that
has been identified by the Portfolios as having engaged in
transactions of the Portfolios' Shares (directly or indirectly
through an account with you) that violate policies established
by the Portfolios for the purpose of eliminating or reducing
any dilution of the value of the outstanding Shares.
(d) FORM OF INSTRUCTIONS. Instructions to restrict trading must
include the Shareholder(s)' TIN, ITIN or GII, if known, and
the specific restriction(s) to be executed. If the TIN, ITIN
or GII is not known, the instructions must
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include an equivalent identifying number of the Shareholder(s)
or account(s) or other agreed upon information to which the
instruction relates.
(e) TIMING OF RESPONSE. You agree to execute instructions as soon
as reasonably practicable, but not later than five (5)
business days after receipt of the instructions by you.
(f) CONFIRMATION. You will provide written confirmation to the
Portfolios that instructions have been executed. You agree to
provide confirmation as soon as reasonably practicable, but
not later than ten (10) business days after the instructions
have been executed.
SECTION 10. REPRESENTATIONS AND WARRANTIES
You agree, represent and warrant as follows:
(i) You have the corporate power and the authority to enter into and
perform all of your duties and obligations under this Agreement;
(ii) This Agreement constitutes your legal, valid and binding obligation
and 1s enforceable against you in accordance with its terms;
(iii) No consent or authorization of, filing with, or other act by or in
respect of any governmental authority, is required in connection with your
execution, delivery, or performance, of this Agreement;
(iv) The execution, performance and delivery of this Agreement will not
result in your violating any applicable law or breaching or otherwise impairing
any of your contractual obligations;
(v) You will disclose to the Plans and Plan Participants that you provide
services with respect to the Portfolios and that you receive compensation for
providing such services for the Portfolios, and will provide to such Plans such
other information regarding your services rendered and compensation as is
reasonably required by such Plans to comply with their reporting and disclosure
obligations under ERISA or other applicable law, including but not limited to
Form 5500;
(vi) In performing under this Agreement, you will comply with all
applicable state and federal laws and the rules and regulations of authorized
regulatory agencies, including with the provisions contained in federal and
state securities laws governing the distribution of Prospectuses;
(vii) All orders transmitted by you shall be sent by or under the
authority and direction of a person designated by you as being duly authorized
to act on behalf of the owner of the Accounts. The Portfolios and their agents
shall be entitled to rely on the existence of such authority and to assume that
any person transmitting orders for the purchase, redemption or
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transfer of Shares is authorized to do so. You further agree to be responsible
for the accuracy and propriety of all data transmitted to the Portfolios or
their agents by you or on your behalf;
(viii) You will comply with all requirements applicable to you under ERISA
and Department of Labor ("DOL") Regulations thereunder with respect to the any
Plans investing in the Portfolios and serviced by you, including without
limitation and to the extent applicable, DOL Regulations Section.2550.404a-5 and
Section.2550.408b-2;
(ix) no services provided by you hereunder will be primarily intended to
result in the sale of any Shares; and
(x) You are permitted under applicable laws to receive all payments
contemplated herein.
We agree, represent and warrant as follows:
(i) We have the corporate power and the authority to enter into and
perform all of our duties and obligations under this Agreement;
(ii) This Agreement constitutes our legal, valid and binding obligation
and is enforceable against us in accordance with its terms;
(iii) No consent or authorization of, filing with, or other act by or in
respect of any governmental authority, is required in connection with our
execution, delivery or performance, of this Agreement;
(iv) The execution, performance and delivery of this Agreement will not
result in our violating any applicable law or breaching or otherwise impairing
any of our contractual obligations; and
(v) In performing under this Agreement, we will comply with all applicable
state and federal laws and the rules and regulations of authorized regulatory
agencies.
The above representations and warranties of each party shall be considered
ongoing representations and warranties for the duration of the existence of this
Agreement.
SECTION 11. INDEMNIFICATION.
We agree to indemnify, defend and hold harmless you, your officers,
directors, employees, and affiliates from and against any and all losses,
damages, costs, charges, payment obligations, claims, liabilities and expenses
(including reasonable attorney's fees) which you, your officers, directors,
employees, and affiliates may incur arising out of or based upon any untrue
statement, or alleged untrue statement, of material fact contained in any
registration statement, Prospectus, or based upon any omission, or alleged
omission, to state a material fact required to be stated to make the statements
contained therein not misleading.
In addition, we agree to indemnify, defend and hold harmless you, your
officers, directors, employees, and affiliates from and against any and all
losses, damages, costs, charges, payment obligations, claims, liabilities and
expenses (including reasonable attorney's fees) which you, your officers,
directors, employees, and affiliates may incur arising out of or attributable
to: (i) our bad faith, gross negligence, or willful misconduct in carrying out
or causing to carry out our duties and
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responsibilities relating to this Agreement (ii) any breach of our
representations and warranties contained in this Agreement; and (iii) any breach
by us of a provision of this Agreement.
You agree to indemnify and hold harmless us and each of our officers,
directors, employees, and affiliates from and against any and all losses,
damages, costs, charges, payment obligations, claims, liabilities and expenses
(including reasonable attorney's fees) which any of them may incur arising out
of or attributable to: (i) your bad faith, gross negligence, or willful
misconduct in carrying out or causing to carry out your duties and
responsibilities relating to this Agreement; (ii) any breach of your
representations and warranties contained in this Agreement; and (iii) any breach
by you of a provision of this Agreement.
Notwithstanding anything in this Agreement to the contrary, in no event
shall any party or their affiliates or any of their directors, officers, or
employees be liable to the other party under any theory of tort, contract,
strict liability or other legal or equitable theory for lost profits, exemplary,
punitive, special, incidental, indirect or consequential damages, each of which
is hereby excluded by agreement of the parties regardless of whether such
damages were foreseeable or whether either party or any entity has been advised
of the possibility of such damages.
This section 11 shall survive termination of the Agreement.
SECTION 12. NON-EXCLUSIVE ARRANGEMENT.
Each of the parties acknowledges and agrees that this Agreement and the
arrangements described herein are intended to be non-exclusive and that each of
the parties is free to enter into similar agreements and arrangements with other
entities.
SECTION 13. EXPENSES.
Except as provided to the contrary in this Agreement, each party will bear
all expenses necessary and incidental to the performance of its obligations
under this Agreement.
SECTION 14. PRIVACY.
Notwithstanding anything in the Agreement to the contrary, each party
agrees that any Nonpublic Personal Information, as defined under Section
248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (the "GLB Act"), disclosed under the Agreement is for the
specific purpose of permitting the other party to perform the services set forth
in the Agreement. Each party agrees that, with respect to such information, it
will comply with Regulation S-P and the GLB Act and that it will not disclose
any Nonpublic Personal Information received in connection with this Agreement,
to any other party, except to the extent as necessary to carry out the services
set forth in the Agreement or as otherwise permitted by Regulation S-P or the
GLB Act.
SECTION 15. REGISTERED INVESTMENT COMPANY.
Each Portfolio's performance of its obligations pursuant to this
Agreement, including, without limitation, the purchase, exchange and redemption
of Shares, shall be subject to applicable law, including the Investment Company
Act of 1940, the terms and conditions set forth in each Portfolio's Prospectus
and each Fund's and Portfolio's organizational documents. In no way will the
provisions of this Agreement limit the authority of the Funds or any Portfolio
to take such lawful action as each of them may deem appropriate or advisable in
connection with all matters relating to the operation of the Funds or any
Portfolio and the sale of the Shares.
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SECTION 16. ANTI-MONEY LAUNDERING.
You represent and warrant that you have adopted an anti-money laundering
program ("AML Program") that complies with all applicable laws, including the
Bank Secrecy Act, as amended by the USA PATRIOT Act (the "PATRIOT Act," and
together with the Bank Secrecy Act, the "Act"), the rules and regulations under
the Act, and the rules, regulations and regulatory guidance of the SEC, the
Financial Industry Regulatory Authority ("FINRA") or any other applicable
regulatory organization (collectively, "AML Rules and Regulations"). You further
represent that your AML Program, at a minimum, (1) designates a compliance
officer to administer and oversee the AML Program, (2) provides ongoing employee
training, (3) includes an independent audit function to test the effectiveness
of the AML Program, (4) establishes internal policies, procedures, and controls
that are tailored to its particular business, (5) includes a customer
identification program consistent with the rules under section 326 of the Act,
(6) provides for the filing of all necessary anti-money laundering reports
including, but not limited to, currency transaction reports and suspicious
activity reports, (7) provides for screening all new and existing customers
against the Office of Foreign Asset Control ("OFAC") list and any other
government list that is or becomes required under the Act, and (8) allows for
appropriate regulators to examine our AML books and records. You will, upon our
reasonable request, not more than once each year, certify to us that you remain
in compliance with AML Rules and Regulations.
SECTION 17. You hereby certify that you are following all requirements,
laws, rules and regulations in connection with your handling of orders for
transactions in the Shares and performing your obligations hereunder, including
but not limited to:
(a) Rule 22c-1(a) under the 1940 Act, as you trade on a fully disclosed
basis through DTCC;
(b) The provisions regarding the purchase, exchange and redemption of
Shares and market timing policies, as described in the Portfolios'
Prospectuses and/or as communicated to you from time to time; and
(c) Your internal controls, policies and procedures that are effective
and reasonably designed to prevent violations of law and the
Prospectus requirements related to the handling and transmitting of
purchase, exchange and redemption orders to ensure the prompt and
accurate transmission of such orders to the Portfolios or their
agents and to prevent any orders received by the Portfolios after
the cutoff time specified in a Portfolio's Prospectus for
processing on a particular day or at a particular time (the "next
NAV") from being transmitted to the Portfolios or their agents for
processing at that next NAV.
(d) You shall monitor all accounts held by you for inappropriate
trading activity such as market timing, excessive short-term
trading and such other activity described in the Portfolios'
Prospectuses as being inappropriate or impermissible and shall
inform the Portfolios of any such activity that you identify.
SECTION 18. NOTICES.
All notices and other communications will be duly given if mailed,
telegraphed, telexed, or transmitted by similar telecommunications device to the
following addresses:
If to the Portfolios:
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[Portfolio Name]
c/o PNC Capital Advisors, LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
If to you:
American United Life Insurance Company
Attn: General Counsel
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SECTION 19. GOVERNING LAW.
This Agreement will be construed in accordance with the laws of the State
of New York.
SECTION 20. ASSIGNMENT.
The Agreement may not be assigned without written consent of the parties.
SECTION 21. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
agreement.
SECTION 22. SEVERABILITY.
If any provision or portion of this Agreement is determined to be invalid
or unenforceable for any reason, the-remaining provisions and portions of this
Agreement will be unaffected thereby and will remain in full force and effect to
the fullest extent permitted by law.
SECTION 23. AMENDMENT.
This Agreement may be amended, modified, superseded, or cancelled only by
a written instrument executed by all of the parties, except that you agree that
the Funds may modify or amend this Agreement upon written notice to you of such
modification or amendment which shall be effective on the date stated in such
written notice.
SECTION 24. WAIVER.
The terms of this Agreement may be waived only by a written instrument
executed by the party waiving compliance.
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If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us at the address shown above.
Very truly yours,
PNC FUNDS
By
-------------------------------------
Authorized Officer
PNC ADVANTAGE FUNDS
By
-------------------------------------
Authorized Officer
PNC CAPITAL ADVISORS, LLC
Solely for purposes of payment of fees
pursuant to Section 4 hereto:
By
-------------------------------------
Authorized Officer
Accepted and agreed to:
OneAmerica Financial Partners Inc.
----------------------------------------
Firm Name
By
-------------------------------------
Authorized Officer
----------------------------------------
Account Number
35-014825
Taxpayer Identification Number
4591
Dealer Code
Address: ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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SCHEDULE A
SHAREHOLDER
ADMINISTRATIVE SERVICE FEE
FEE IN BASIS IN BASIS
CUSIP TICKER POINTS(PNC POINTS
PNC FUND NAME NUMBER SYMBOL CAPITAL) (PNC FUNDS)
--------------------------------------------------------------- ------------- ------------ ---------------- --------------
EQUITY FUNDS
PNC INTERNATIONAL EQUITY FUND CLASS A ▇▇▇▇▇▇▇▇▇ PMIEX 35 25
PNC INTERNATIONAL EQUITY FUND CLASS I ▇▇▇▇▇▇▇▇▇ PIUIX 25
PNC LARGE CAP CORE EQUITY FUND CLASS I ▇▇▇▇▇▇▇▇▇ PLEIX 25
PNC LARGE CAP GROWTH FUND CLASS A ▇▇▇▇▇▇▇▇▇ PEWAX 35 25
PNC LARGE CAP GROWTH FUND CLASS I ▇▇▇▇▇▇▇▇▇ PEWIX 25
PNC LARGE CAP VALUE FUND CLASS A ▇▇▇▇▇▇▇▇▇ PLVAX 35 25
PNC LARGE CAP VALUE FUND CLASS I ▇▇▇▇▇▇▇▇▇ PLIVX 25
PNC MID CAP FUND CLASS I ▇▇▇▇▇▇▇▇▇ PMVIX 25
PNC MULTI-FACTOR SMALL CAP CORE CLASS A ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇
PNC MULTI-FACTOR SMALL CAP CORE CLASS I ▇▇▇▇▇▇▇▇▇ PLOIX 25
PNC MULTI-FACTOR SMALL CAP GROWTH CLASS A ▇▇▇▇▇▇▇▇▇ PLWAX 35 25
PNC MULTI-FACTOR SMALL CAP GROWTH CLASS I ▇▇▇▇▇▇▇▇▇ PLTIX 25
PNC MULTI-FACTOR SMALL CAP VALUE FUND CLASS I ▇▇▇▇▇▇▇▇▇ PMUIX 25
PNC SMALL CAP FUND CLASS I ▇▇▇▇▇▇▇▇▇ PPCIX 25
PNC BALANCED ALLOCATION FUND CLASS I ▇▇▇▇▇▇▇▇▇ PBLIX 25
TARGET DATE FUNDS
PNC TARGET 2020 FUND CLASS I ▇▇▇▇▇▇▇▇▇ PDTCX 25
PNC TARGET 2030 FUND CLASS I ▇▇▇▇▇▇▇▇▇ PDTEX 25
PNC TARGET 2040 FUND CLASS I ▇▇▇▇▇▇▇▇▇ PDTGX 25
PNC TARGET 2050 FUND CLASS I ▇▇▇▇▇▇▇▇▇ PDTIX 25
PNC RETIREMENT INCOME FUND CLASS I ▇▇▇▇▇▇▇▇▇ PDTAX 25
12