485BPOS

As filed with the Securities and Exchange Commission on November 13, 2012

Registration No. 333-135371 and 811-21913

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x

Pre-Effective Amendment o

Post-Effective Amendment No. 40 x

and/or

REGISTRATION STATEMENT

UNDER THE INVESTMENT COMPANY ACT OF 1940 x

Amendment No. 42 x

(Check appropriate box or boxes)

DUNDEEWEALTH FUNDS

(Exact Name of Registrant as Specified in Charter)

1160 WEST SWEDESFORD ROAD, SUITE 140

BERWYN, PA 19312

(Address of Principal Executive Offices, including Zip Code)

DAVID LEBISKY

DUNDEEWEALTH US, LP

1160 WEST SWEDESFORD ROAD, SUITE 140

BERWYN, PA 19312

(Name and Address of Agent for Service)

COPY TO:

JOSHUA B. DERINGER, ESQ.

DRINKER BIDDLE & REATH LLP

ONE LOGAN SQUARE, STE. 2000

PHILADELPHIA, PA 19103-6996

It is proposed that this filing will become effective (check appropriate box):

x  Immediately upon filing pursuant to paragraph (b)

o On November 1, 2012 pursuant to paragraph (b)

o  60 days after filing pursuant to paragraph (a)(1)

o  On (date) pursuant to paragraph (a)(1)

o  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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the 1933 Act and has duly caused this Post-Effective Amendment No. 40 (the “Amendment”) to be signed on its behalf by the undersigned, thereto duly authorized in the City of Berwyn, Commonwealth of Pennsylvania on the 13the day of November 2012.

DUNDEEWEALTH FUNDS

By: /s/ Amy Duling

Name: Amy Duling

Title: President

Pursuant to the requirements of the 1933 Act, this Amendment to Registrant’s registration statement has been signed below by the following persons in the capacities indicated on the 13th day of November 2012.

John Pereira*	Trustee
John Pereira
Gary Shugrue*	Trustee
Gary Shugrue
James Patton*	Trustee
James Patton
Malcolm MacColl*	Trustee
Malcolm MacColl
/s/Amy Duling	President
Amy Duling
/s/ John Leven	Treasurer (Principal Financial Officer)
John Leven

*By:	/s/ Joshua B. Deringer
	Joshua B. Deringer
	Attorney-In-Fact (pursuant to Power of Attorney)

EXHIBIT INDEX

Index No.	Description of Exhibit
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema Document
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB	XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase

XML

JOHCM EMERGING MARKETS OPPORTUNITIES FUND

JOHCM EMERGING MARKETS OPPORTUNITIES FUND

Investment Objective:

The investment objective of the JOHCM Emerging Markets Opportunities Fund (the “Fund”) is to seek long-term capital appreciation.

Fees and Expenses of the Fund:

This table describes the fees and expenses that you pay if you buy and hold Fund shares.

	Institutional Shares	Class I Shares	Class II Shares
Shareholder Fees (fees paid directly from your investment)	None	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses JOHCM EMERGING MARKETS OPPORTUNITIES FUND		Institutional Shares	Class I Shares	Class II Shares
Management Fees		1.05%	1.05%	1.05%
Shareholder Servicing Fee		none	0.10%	0.25%
Other Expenses	[1]	0.85%	0.95%	1.10%
Total Annual Fund Operating Expenses		1.90%	2.00%	2.15%
Fee Waiver and Reimbursement	[2]	(0.61%)	(0.61%)	(0.61%)
Total Annual Fund Operating Expenses After Fee Waiver		1.29%	1.39%	1.54%

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 $1,000,000 in Institutional Shares of the Fund, $25,000 in Class I Shares of the Fund and $10,000 in Class II Shares of the Fund for the time periods indicated and that you sell your shares at the end of those periods.  The example also assumes that each year your investment has a 5% return and Fund operating expenses remain the same.  Although your actual costs and returns might be different, your approximate costs of investing $1,000,000 in Institutional Shares of the Fund, $25,000 in Class I Shares of the Fund and $10,000 in Class II Shares of the Fund would be:

Expense Example JOHCM EMERGING MARKETS OPPORTUNITIES FUND (USD $)	1 Year	3 Years
Institutional Shares	13,139	53,780
Class I Shares	354	1,421
Class II Shares	157	614

Portfolio Turnover:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

Principal Investment Strategy:

The Fund invests, under normal conditions, at least 80% of its assets in securities of companies domiciled in, or listed in, or whose principal business activities are located in, the emerging markets.  The Fund may invest in emerging market companies of any size, including small and mid capitalization companies in order to achieve its objective.  Emerging market countries include countries included in the MSCI Emerging Markets Index and MSCI Frontier Markets Index, countries with low- to middle-income economies according to the International Bank for Reconstruction and Development (more commonly referred to as the World Bank) and other countries with similar emerging market characteristics.

The Fund’s investment style can be considered as growth at a reasonable price (GARP).  The Fund employs a combination of top-down and bottom-up research to assess potential investments for the Fund.  JO Hambro Capital Management Ltd. (the “Sub-Adviser”) seeks to invest in companies that possess attractive fundamentals and fit with the Sub-Adviser’s top-down country views within the emerging markets.  The Fund will typically own between 40 and 60 companies that the Sub-Adviser believes exhibit strong business models, competitive industry positions and attractive valuations.  The Fund may also invest up to 5% of its assets in frontier markets, which are generally smaller, less liquid and less developed than emerging markets.

In addition, the Fund may invest in participatory notes. Participatory notes (commonly known as “P-notes”) are equity access products structured as debt obligations and used by investors to take positions in certain foreign securities. P-notes are generally issued by the associates of foreign-based foreign brokerages and domestic institutional brokerages.

Principal Risks of Investing in the Fund:

Since it primarily purchases equity securities, the Fund is subject to the risk that equity security prices will fall over short or extended periods of time.  Price volatility is the principal risk of investing in the Fund.  You could lose all or some of your investment in the Fund.  In addition, common stocks represent a share of ownership in a company, and rank after bond and preferred stock in their claim on the company’s assets in the event of bankruptcy.

Investing in foreign securities poses additional market risks since political and economic events unique in a country or region will affect those markets and their issuers and may not affect the U.S. economy or U.S. issuers.  In addition, investments in foreign securities are generally denominated in foreign currency.  As a result, changes in the value of those currencies compared to the U.S. dollar may affect the value of the Fund’s investments.  These risks are greater for securities of companies in emerging market countries because emerging market countries may have less stable governments, more volatile currencies and less established markets.

Other risks include settlement, operational, custodial valuation risk, which is defined by the lack of active trading in emerging markets that may make it difficult to obtain an accurate price for a security held by the Fund.

Developing countries may impose restrictions on the Fund’s ability to repatriate investment income or capital.  Even if there is no outright restriction on repatriation of investment income or capital, the mechanics of repatriation may affect certain aspects of the operations of the Fund.  For example, funds may be withdrawn from the People’s Republic of China only in U.S. or Hong Kong dollars and only at an exchange rate established by the government once each week.

Some of the currencies in emerging markets have experienced devaluations relative to the U.S. dollar, and major adjustments have been made periodically in certain of such currencies.  Certain developing countries face serious exchange constraints.

Governments of some developing countries exercise substantial influence over many aspects of the private sector. In some countries, the government owns or controls many companies, including the largest in the country.

Frontier countries generally have smaller economies or less developed capital markets than traditional emerging market countries and, as a result, the risks of investing in emerging market countries are magnified in frontier countries.

P-notes, in which the Fund may invest, represent interests in securities listed on certain foreign exchanges, and thus present similar risks to investing directly in such securities. P-notes also expose investors to counterparty risk, which is the risk that the entity issuing the note may not be able to honor its financial commitments.

The small and mid capitalization companies the Fund invests in may be more vulnerable to adverse business or economic events than larger, more established companies.  In particular, these small and midcap companies may have limited product lines, markets and financial resources, and may depend upon relatively small management groups.  Therefore, small and midcap stocks may be more volatile than those of larger companies. These securities may be traded over-the-counter or listed on an exchange.

The Fund should only be purchased by investors seeking long-term growth of capital who can withstand the share price volatility of equity investing with a focus on emerging market stocks.

Performance Information:

The bar chart and performance table have been omitted because the Fund has not commenced operations as of the date of this Prospectus.  The Fund intends to compare its performance to the Morgan Stanley Capital International Emerging Markets NR Index.

[1] "Other Expenses" are estimated for the current fiscal year.

[2] DundeeWealth US, LP (the "Adviser") has contractually agreed to waive fees and reimburse expenses to the extent that Total Annual Operating Expenses (excluding taxes, extraordinary expenses, brokerage commissions and interest) exceed 1.29%, 1.39% and 1.54% for Institutional Shares, Class I Shares and Class II Shares, respectively, until October 31, 2013. If it becomes unnecessary for the Adviser to waive fees or make reimbursements, the Adviser may recapture any of its prior waivers or reimbursements for a period not to exceed three years from the date on which the waiver or reimbursement was made to the extent that such a recapture does not cause the Total Annual Fund Operating Expenses (excluding taxes, extraordinary expenses, brokerage commissions and interest) to exceed the applicable expense limitation that was in effect at the time of the waiver or reimbursement.

XML

Label

Element

Value

Risk/Return:

rr_RiskReturnAbstract

Document Type

dei_DocumentType

485BPOS

Document Period End Date

dei_DocumentPeriodEndDate

Dec. 31, 2011

Registrant Name

dei_EntityRegistrantName

DundeeWealth Funds

Central Index Key

dei_EntityCentralIndexKey

0001365151

Amendment Flag

dei_AmendmentFlag

false

Document Creation Date

dei_DocumentCreationDate

Oct. 31, 2012

Document Effective Date

dei_DocumentEffectiveDate

Nov. 01, 2012

Prospectus Date

rr_ProspectusDate

Nov. 01, 2012

JOHCM EMERGING MARKETS OPPORTUNITIES FUND

Risk/Return:

rr_RiskReturnAbstract

Risk/Return [Heading]

rr_RiskReturnHeading

JOHCM EMERGING MARKETS OPPORTUNITIES FUND

Objective [Heading]

rr_ObjectiveHeading

Investment Objective:

Objective, Primary [Text Block]

rr_ObjectivePrimaryTextBlock

The investment objective of the JOHCM Emerging Markets Opportunities Fund (the “Fund”) is to seek long-term capital appreciation.

Expense [Heading]

rr_ExpenseHeading

Fees and Expenses of the Fund:

Expense Narrative [Text Block]

rr_ExpenseNarrativeTextBlock

This table describes the fees and expenses that you pay if you buy and hold Fund shares.

Shareholder Fees Caption [Text]

rr_ShareholderFeesCaption

	Institutional Shares	Class I Shares	Class II Shares
Shareholder Fees (fees paid directly from your investment)	None	None	None

Operating Expenses Caption [Text]

rr_OperatingExpensesCaption

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading]

rr_PortfolioTurnoverHeading

Portfolio Turnover:

Portfolio Turnover [Text Block]

rr_PortfolioTurnoverTextBlock

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

Expense Example [Heading]

rr_ExpenseExampleHeading

Example:

Expense Example Narrative [Text Block]

rr_ExpenseExampleNarrativeTextBlock

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 $1,000,000 in Institutional Shares of the Fund, $25,000 in Class I Shares of the Fund and $10,000 in Class II Shares of the Fund for the time periods indicated and that you sell your shares at the end of those periods.  The example also assumes that each year your investment has a 5% return and Fund operating expenses remain the same.  Although your actual costs and returns might be different, your approximate costs of investing $1,000,000 in Institutional Shares of the Fund, $25,000 in Class I Shares of the Fund and $10,000 in Class II Shares of the Fund would be:

Strategy [Heading]

rr_StrategyHeading

Principal Investment Strategy:

Strategy Narrative [Text Block]

rr_StrategyNarrativeTextBlock

The Fund invests, under normal conditions, at least 80% of its assets in securities of companies domiciled in, or listed in, or whose principal business activities are located in, the emerging markets.  The Fund may invest in emerging market companies of any size, including small and mid capitalization companies in order to achieve its objective.  Emerging market countries include countries included in the MSCI Emerging Markets Index and MSCI Frontier Markets Index, countries with low- to middle-income economies according to the International Bank for Reconstruction and Development (more commonly referred to as the World Bank) and other countries with similar emerging market characteristics.

The Fund’s investment style can be considered as growth at a reasonable price (GARP).  The Fund employs a combination of top-down and bottom-up research to assess potential investments for the Fund.  JO Hambro Capital Management Ltd. (the “Sub-Adviser”) seeks to invest in companies that possess attractive fundamentals and fit with the Sub-Adviser’s top-down country views within the emerging markets.  The Fund will typically own between 40 and 60 companies that the Sub-Adviser believes exhibit strong business models, competitive industry positions and attractive valuations.  The Fund may also invest up to 5% of its assets in frontier markets, which are generally smaller, less liquid and less developed than emerging markets.

In addition, the Fund may invest in participatory notes. Participatory notes (commonly known as “P-notes”) are equity access products structured as debt obligations and used by investors to take positions in certain foreign securities. P-notes are generally issued by the associates of foreign-based foreign brokerages and domestic institutional brokerages.

Strategy Portfolio Concentration [Text]

rr_StrategyPortfolioConcentration

The Fund invests, under normal conditions, at least 80% of its assets in securities of companies domiciled in, or listed in, or whose principal business activities are located in, the emerging markets.

Risk [Heading]

rr_RiskHeading

Principal Risks of Investing in the Fund:

Risk Narrative [Text Block]

rr_RiskNarrativeTextBlock

Since it primarily purchases equity securities, the Fund is subject to the risk that equity security prices will fall over short or extended periods of time.  Price volatility is the principal risk of investing in the Fund.  You could lose all or some of your investment in the Fund.  In addition, common stocks represent a share of ownership in a company, and rank after bond and preferred stock in their claim on the company’s assets in the event of bankruptcy.

Investing in foreign securities poses additional market risks since political and economic events unique in a country or region will affect those markets and their issuers and may not affect the U.S. economy or U.S. issuers.  In addition, investments in foreign securities are generally denominated in foreign currency.  As a result, changes in the value of those currencies compared to the U.S. dollar may affect the value of the Fund’s investments.  These risks are greater for securities of companies in emerging market countries because emerging market countries may have less stable governments, more volatile currencies and less established markets.

Other risks include settlement, operational, custodial valuation risk, which is defined by the lack of active trading in emerging markets that may make it difficult to obtain an accurate price for a security held by the Fund.

Developing countries may impose restrictions on the Fund’s ability to repatriate investment income or capital.  Even if there is no outright restriction on repatriation of investment income or capital, the mechanics of repatriation may affect certain aspects of the operations of the Fund.  For example, funds may be withdrawn from the People’s Republic of China only in U.S. or Hong Kong dollars and only at an exchange rate established by the government once each week.

Some of the currencies in emerging markets have experienced devaluations relative to the U.S. dollar, and major adjustments have been made periodically in certain of such currencies.  Certain developing countries face serious exchange constraints.

Governments of some developing countries exercise substantial influence over many aspects of the private sector. In some countries, the government owns or controls many companies, including the largest in the country.

Frontier countries generally have smaller economies or less developed capital markets than traditional emerging market countries and, as a result, the risks of investing in emerging market countries are magnified in frontier countries.

P-notes, in which the Fund may invest, represent interests in securities listed on certain foreign exchanges, and thus present similar risks to investing directly in such securities. P-notes also expose investors to counterparty risk, which is the risk that the entity issuing the note may not be able to honor its financial commitments.

The small and mid capitalization companies the Fund invests in may be more vulnerable to adverse business or economic events than larger, more established companies.  In particular, these small and midcap companies may have limited product lines, markets and financial resources, and may depend upon relatively small management groups.  Therefore, small and midcap stocks may be more volatile than those of larger companies. These securities may be traded over-the-counter or listed on an exchange.

The Fund should only be purchased by investors seeking long-term growth of capital who can withstand the share price volatility of equity investing with a focus on emerging market stocks.

Risk Lose Money [Text]

rr_RiskLoseMoney

You could lose all or some of your investment in the Fund.

Bar Chart and Performance Table [Heading]

rr_BarChartAndPerformanceTableHeading

Performance Information:

Performance Narrative [Text Block]

rr_PerformanceNarrativeTextBlock

The bar chart and performance table have been omitted because the Fund has not commenced operations as of the date of this Prospectus.  The Fund intends to compare its performance to the Morgan Stanley Capital International Emerging Markets NR Index.

Performance One Year or Less [Text]

rr_PerformanceOneYearOrLess

The bar chart and performance table have been omitted because the Fund has not commenced operations as of the date of this Prospectus. 

JOHCM EMERGING MARKETS OPPORTUNITIES FUND | Institutional Shares

Risk/Return:

rr_RiskReturnAbstract

Trading Symbol

dei_TradingSymbol

JOEMX

Management Fees

rr_ManagementFeesOverAssets

1.05%

Shareholder Servicing Fee

rr_Component1OtherExpensesOverAssets

none

Other Expenses

rr_OtherExpensesOverAssets

0.85%

^[1]

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

1.90%

Fee Waiver and Reimbursement

rr_FeeWaiverOrReimbursementOverAssets

(0.61%)

^[2]

Total Annual Fund Operating Expenses After Fee Waiver

rr_NetExpensesOverAssets

1.29%

1 Year

rr_ExpenseExampleYear01

13,139

3 Years

rr_ExpenseExampleYear03

53,780

JOHCM EMERGING MARKETS OPPORTUNITIES FUND | Class I Shares

Risk/Return:

rr_RiskReturnAbstract

Trading Symbol

dei_TradingSymbol

JOEIX

Management Fees

rr_ManagementFeesOverAssets

1.05%

Shareholder Servicing Fee

rr_Component1OtherExpensesOverAssets

0.10%

Other Expenses

rr_OtherExpensesOverAssets

0.95%

^[1]

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

2.00%

Fee Waiver and Reimbursement

rr_FeeWaiverOrReimbursementOverAssets

(0.61%)

^[2]

Total Annual Fund Operating Expenses After Fee Waiver

rr_NetExpensesOverAssets

1.39%

1 Year

rr_ExpenseExampleYear01

354

3 Years

rr_ExpenseExampleYear03

1,421

JOHCM EMERGING MARKETS OPPORTUNITIES FUND | Class II Shares

Risk/Return:

rr_RiskReturnAbstract

Trading Symbol

dei_TradingSymbol

JOEAX

Management Fees

rr_ManagementFeesOverAssets

1.05%

Shareholder Servicing Fee

rr_Component1OtherExpensesOverAssets

0.25%

Other Expenses

rr_OtherExpensesOverAssets

1.10%

^[1]

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

2.15%

Fee Waiver and Reimbursement

rr_FeeWaiverOrReimbursementOverAssets

(0.61%)

^[2]

Total Annual Fund Operating Expenses After Fee Waiver

rr_NetExpensesOverAssets

1.54%

1 Year

rr_ExpenseExampleYear01

157

3 Years

rr_ExpenseExampleYear03

614

[1] "Other Expenses" are estimated for the current fiscal year.

[2] DundeeWealth US, LP (the "Adviser") has contractually agreed to waive fees and reimburse expenses to the extent that Total Annual Operating Expenses (excluding taxes, extraordinary expenses, brokerage commissions and interest) exceed 1.29%, 1.39% and 1.54% for Institutional Shares, Class I Shares and Class II Shares, respectively, until October 31, 2013. If it becomes unnecessary for the Adviser to waive fees or make reimbursements, the Adviser may recapture any of its prior waivers or reimbursements for a period not to exceed three years from the date on which the waiver or reimbursement was made to the extent that such a recapture does not cause the Total Annual Fund Operating Expenses (excluding taxes, extraordinary expenses, brokerage commissions and interest) to exceed the applicable expense limitation that was in effect at the time of the waiver or reimbursement.