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PNC FUNDS Form 485APOS Filed 2017-01-06

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PNC FUNDS Form 485APOS Filed 2017-01-06 SECURITIES AND EXCHANGE COMMISSION FORM 485APOS Post-effective amendments [Rule 485(a)] Filing Date: 2017-01-06 SEC Accession No. 0001104659-17-001238 (HTML Version on secdatabase.com) FILER PNC FUNDS Mailing Address Business Address PNC CAPITAL ADVISORS, PNC CAPITAL ADVISORS, CIK:778202| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 0531 LLC LLC Type: 485APOS | Act: 33 | File No.: 033-00488 | Film No.: 17515067 ONE EAST PRATT STREET, ONE EAST PRATT STREET, 5TH FLOOR 5TH FLOOR BALTIMORE MD 21202 BALTIMORE MD 21202 3027911700 PNC FUNDS Mailing Address Business Address PNC CAPITAL ADVISORS, PNC CAPITAL ADVISORS, CIK:778202| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 0531 LLC LLC Type: 485APOS | Act: 40 | File No.: 811-04416 | Film No.: 17515068 ONE EAST PRATT STREET, ONE EAST PRATT STREET, 5TH FLOOR 5TH FLOOR BALTIMORE MD 21202 BALTIMORE MD 21202 3027911700 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on January 6, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A (Check appropriate box or boxes) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x Post-effective Amendment No. 120 x AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x Amendment No. 121 x PNC FUNDS (Exact Name of Registrant as Specified in Charter) One East Pratt Street, 5th Floor Baltimore, Maryland 21202 (Address of Principal Executive Offices) 1-800-622-3863 (Registrants Telephone Number) John M. Loder, Esq. Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, Massachusetts 02199-3600 (617) 951-7405 (Name and Address of Agent for Service) Copies of Communications to: Thomas R. Rus PNC Capital Advisors, LLC One East Pratt Street, 5th Floor Baltimore, MD 21202 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (410) 237-5232 It is proposed that this filing will become effective (check applicable box): o immediately upon filing pursuant to paragraph (b) o on (date) pursuant to paragraph (b) o 60 days after filing pursuant to paragraph (a)(1) o on (date) pursuant to paragraph (a)(1) x 75 days after filing pursuant to paragraph (a)(2) o on (date) pursuant to paragraph (a)(2) of Rule 485 If appropriate, check the following box: o this post-effective amendment designates a new effective date for a previously filed post-effective amendment. EXPLANATORY NOTE This Post-Effective Amendment No. 120 (the Amendment) to the Registration Statement of PNC Funds (the Trust) is being filed to register the shares of a new series of the Trust: PNC Emerging Markets Equity Fund, and relates only to this series. Information contained in the Registrants Registration Statement relating to any other series of the Registrant is neither amended nor superseded hereby. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. NO PERSON MAY SELL THESE SECURITIES UNDER THIS PROSPECTUS UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. Preliminary Prospectus dated [ ], 2017 Subject to Completion PNC Funds [ ], 2017 Prospectus PNC Equity Funds PNC Emerging Markets Equity Fund Class A [ ] Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Class I [ ] Class R [ ] If you have any questions about any part of this prospectus or wish to obtain additional information about PNC Funds, please visit pncfunds.com or call 800-622-FUND (3863). Not FDIC Insured May Lose Value No Bank Guarantee The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. i Investment Adviser PNC CAPITAL ADVISORS, LLC TABLE OF CONTENTS Page PNC Emerging Markets Equity Fund 1 Important Additional Information 8 Details About the Fund 9 More Information About Principal Risks 12 Management of the Fund 19 Purchasing, Exchanging and Redeeming Fund Shares 21 Distribution and Shareholder Services Plans 36 Dividends and Tax Aspects of Investing in the Fund 36 Financial Highlights 41 ii EQUITY FUNDS PNC EMERGING MARKETS EQUITY FUND INVESTMENT OBJECTIVE The Fund seeks to provide long-term capital appreciation. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document FUND FEES AND EXPENSES The following table describes the fees and expenses that you may pay if you buy and hold Fund shares. Purchases of Class A Shares may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Class A Shares of PNC Funds. More information about these and other discounts is available from your financial intermediary and in the Sales Charges section of the Funds prospectus on page [ ], and in the Additional Purchase and Redemption Information section of the Funds Statement of Additional Information on page [ ]. Investors investing in the Fund through an intermediary should consult Appendix A to this prospectus, which includes information regarding broker-defined sales charges and related discount policies that apply to purchases through certain intermediaries. Shareholder Fees (fees paid directly from your investment) Class A Class I Class R Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50%(1) None None Maximum Deferred Sales Charge (Load) (as a percentage of net asset value) 1.00%(2) None None Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Other Distributions (as a percentage of offering price) None None None Redemption Fee (as a percentage of amount redeemed, if applicable) None None None Exchange Fee None None None Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) Class A Class I Class R Management Fees 1.00% 1.00% 1.00% Distribution (12b-1) Fees 0.01%(3) None None Other Expenses 2.31% 2.06% 2.31% Shareholder Servicing Fees 0.25% None 0.25% Other 2.06% 2.06% 2.06% Acquired Fund Fees and Expenses(4) 0.01% 0.01% 0.01% Total Annual Fund Operating Expenses 3.33% 3.07% 3.32% Fee Waiver and Expense Reimbursement(5) 1.81% 1.81% 1.81% Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement(5) 1.52% 1.26% 1.51% 1 (1) A sales charge is not charged on purchases of Class A Shares in the amount of $1,000,000 or more. (2) This contingent deferred sales charge applies only to purchases of $1,000,000 or more of Class A Shares if the shares are redeemed within 12 months of the date of purchase. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (3) The Fund may reimburse expenses incurred by PNC Funds Distributor, LLC (the Underwriter) up to a maximum of 0.10% under the Funds distribution plan for Class A Shares. The Board of Trustees (the Board) has approved a contractual commitment whereby such reimbursements will be no more than the Distribution (12b-1) Fees stated in the table above for the Fund. This commitment continues through [ ], at which time the Board will determine whether to renew, revise or discontinue it, except that it may be terminated by the Board at any time. (4) Acquired Fund means any investment company in which the Fund invests or has invested during the period. (5) PNC Capital Advisors, LLC, the Funds investment adviser (the Adviser), has contractually agreed to waive Management Fees and reimburse or pay certain operating expenses for the Fund to the extent the Funds Total Annual Fund Operating Expenses exceed 1.51%, 1.25% and 1.50% for Class A, Class I and Class R Shares, respectively, excluding certain expenses such as extraordinary expenses, acquired fund fees and expenses, taxes, brokerage commissions, dealer and underwriter spreads, commitment fees on leverage facilities, prime broker fees and expenses, interest expense and dividend expenses related to short sales. This expense limitation continues through [ ], at which time the Funds Adviser will determine whether to renew, revise or discontinue it, except that it may be terminated by the Board at any time. The Adviser can be reimbursed by the Fund for any contractual fee reductions or expense reimbursements if reimbursement to the Adviser (a) occurs within the three years following the year in which the Fund accrues a liability or recognizes a contingent liability with respect to such amounts paid, waived or reimbursed by the Adviser and (b) does not cause the Total Annual Fund Operating Expenses of a class to exceed the percentage expense limitation that was in effect at the time the Adviser paid, waived or reimbursed the amount being repaid by the Fund. Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in Class A, Class I or Class R Shares of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same, except that the Fee Waiver and Expense Reimbursement and the contractual limitation on Distribution (12b-1) Fees for Class A Shares is reflected only in the one-year period below. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 Year 3 Years Class A Shares $ 696 $ 1,376 Class I Shares $ 128 $ 778 Class R Shares $ 154 $ 852 PORTFOLIO TURNOVER The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio).
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