Federated Adviser Series N14 Registration statement for investment companies business combination

File No. __________

As filed with the SEC on August 13, 2019

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. __

Post-Effective Amendment No. __

(Check appropriate box or boxes)

FEDERATED ADVISER SERIES

(Exact Name of Registrant as Specified in Charter)

1-800-341-7400

(Area Code and Telephone Number)

4000 Ericsson Drive

Warrendale, PA 15086-7561

(Address of Principal Executive Offices)

Peter J. Germain, Esquire

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15222-3779

(Name and Address of Agent for Service)

Copies to:

Thomas Early, Esquire

Goodwin Procter LLP

601 S. Figueroa St.

41st Floor

Los Angeles, CA 90017

Approximate Date of Proposed Public Offering: As soon as

practicable after this Registration Statement becomes effective

under the Securities Act of 1933, as amended.

Title of Securities Being Registered:

Institutional Shares without par value, of Federated Emerging Markets Equity Fund,

Class A Shares, Class C Shares, Class R6 Shares and Institutional Shares without par value, of Federated International Equity Fund,

Institutional Shares without par value, of Federated International Growth Fund,

Class A Shares, Class C Shares and Institutional Shares without par value, of Federated MDT Large Cap Value Fund,

Each a series of the Registrant

It is proposed that this filing will become effective

On September 12, 2019 pursuant to Rule 488 under the Securities Act of 1933, as amended.

No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.

Prospectus/Proxy Statement

PNC Emerging Markets Equity Fund

PNC International Equity Fund

PNC International Growth Fund

PNC Multi-Factor Large Cap Value Fund

Voting only takes a few minutes and your participation is important! We recommend that you read the Prospectus/Proxy Statement in its entirety; the explanation will help you decide on the vote. Thank you in advance for your vote.

Each of the above-referenced series of PNC Funds (each a “PNC Fund”) will hold a special meeting of shareholders on November 5, 2019. The meeting will be held at the offices of PNC Capital Advisors, LLC located at One East Pratt Street, 5th Floor, Baltimore MD 21202 at 11:00 a.m. (Eastern time). Please refer to the enclosed Prospectus/Proxy Statement as well as the highlighted information below for details on the proposal.

Why am I being asked to vote?

Certain mutual funds are required to obtain shareholders’ votes for certain types of events, like the one described here and in the accompanying Prospectus/Proxy Statement. As a shareholder of record as of August 7, 2019 you have a right to vote on these events, and we urge you to do so at your earliest convenience. A prompt response will save the expense of additional follow-up mailings and solicitations.

What is the proposal?

It is proposed that each PNC Fund reorganize into a corresponding Federated fund (each a “Federated Fund,” and, together with each PNC Fund, the “Funds”) with substantially similar or generally similar investment objectives and strategies (each a “Reorganization”). Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund were recently created for the purpose of acquiring the assets and assuming the liabilities of the PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund, respectively, in Reorganizations.

Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund are expected to be the legal entity survivors of each respective Reorganization. PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund are expected to be the accounting and tax survivors of each respective Reorganization. Federated MDT Large Cap Value Fund is an existing Fund and is expected to be the legal, tax and accounting survivor after the Reorganization.

PNC Capital Advisors, LLC (the “PNC Funds Adviser”) also advises other mutual funds that are not part of this Prospectus/Proxy Statement. Shareholders of those other PNC funds are voting on a similar proposal that involves their PNC fund reorganizing into a corresponding fund in the Federated family of funds, as described in separate prospectuses/proxy statements. Accordingly, if you own shares of other PNC funds not included in this Prospectus/Proxy Statement, you may receive more than one prospectus/proxy statement. Each Reorganization is conditioned on the approval of all the other reorganizations, including those that are not part of this Prospectus/Proxy Statement, but the PNC Funds Adviser and the Federated Funds Advisers (as defined below) may seek to cause the Funds to waive this condition under the Agreements and Plans of Reorganization to allow for any reorganization to proceed independent of the approval of any other reorganization.

Why has the Board of Trustees recommended that I vote in favor of the Reorganizations?

The Board of Trustees of PNC Funds (the “Reorganizing Funds Trust”) recommends you vote in favor of the proposal because it believes that each Reorganization is in the best interests of each PNC Fund.

The PNC Funds Adviser has informed the Board of Trustees of the Reorganizing Funds Trust that the Reorganizations are proposed for strategic and financial reasons.

Federated Global Investment Management Corp., Federated MDTA LLC, and their various subsidiaries, the advisers to the Federated Funds (each a “Federated Funds Adviser”), believe that the investment objectives, policies, risks and limitations of each of PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund and its corresponding surviving Federated Fund are substantially similar and that the Federated Funds have competitive expense ratios when compared to the PNC Funds and that the investment objectives, policies, risks and limitations of PNC Multi-Factor Large Cap Value Fund and Federated MDT Large Cap Value Fund are generally similar and that Federated MDT Large Cap Value Fund has competitive expense ratios and performance when compared to PNC Multi-Factor Large Cap Value Fund.

The Federated Funds Adviser also believes the Reorganizations could provide the potential for greater efficiencies and investment opportunities over time, all of which may benefit the performance of each Federated Fund over time.

After the Reorganization, shareholders of each PNC Fund (as shareholders of its corresponding Federated Fund) will have the opportunity to: 1) continue to pursue a substantially similar or generally similar investment strategy through a reorganization expected to be tax-free of the PNC Fund into a comparable Federated Fund; (2) become part of a larger family of mutual funds managed by investment advisers that have extensive management resources and experience; and (3), for PNC Multi-Factor Large Cap Value Fund, invest in a larger Federated Fund, which could provide benefits to shareholders.

Please see the section entitled “Summary—Reasons for the Proposed Reorganizations” in the Prospectus/Proxy Statement for more information.

Who is the investment adviser to the Federated Funds?

Federated Investors, Inc. is one of the largest investment management organizations in the United States. Through its advisory subsidiaries, Federated advises 130 funds and manages approximately $502.2 billion in assets under management as of June 30, 2019. Federated has provided asset management services for institutional and individual investors since 1955. (Please refer to “Summary – Fund Management” in the enclosed Prospectus/Proxy Statement for more information.)

The current portfolio management teams of PNC Emerging Markets Equity Fund, PNC International Equity Fund and PNC International Growth Fund are expected to become employees of the Federated Funds Adviser on or around the time of the Reorganizations. They are expected to continue to serve as portfolio managers of, and continue the investment programs of, Federated Emerging Markets Equity Fund, Federated International Equity Fund and Federated International Growth Fund, respectively, as described herein.

In addition, the Federated Funds Adviser expects Polaris Capital Management, LLC (“Polaris”) to serve as a sub-adviser to Federated International Equity Fund and manage a portion of that Fund’s portfolio immediately after the Reorganization involving that Fund in substantially the same role as it currently serves in respect of PNC International Equity Fund.

How will the Reorganizations affect my investment?

Each Reorganization is expected to be a tax-free reorganization under the Internal Revenue Code of 1986, as amended.

The cash value of your investment is not expected to change materially as a result of the Reorganization and you will not have to pay any sales charges in connection with the Reorganization. You will receive a number of shares of the corresponding surviving Federated Fund based on the net asset value of the PNC Fund shares that you own at the time of the Reorganization. Because the values of the assets of each PNC Fund will be determined for these purposes in accordance with the corresponding Federated Fund’s valuation procedures (and not the PNC Funds’ valuation procedures), there can be no guarantee that there will not be differences in valuation between the value of your investment immediately before the Reorganization (calculated using the PNC Funds’ valuation procedures) and the value of your investment immediately after the Reorganization.

The PNC Multi-Factor Large Cap Value Fund will, and each other PNC Fund may, distribute any undistributed income and realized capital gains accumulated prior to the Reorganization to its shareholders. These distributions, if any, will be taxable.

Shareholders of the PNC Fund who receive Class A Shares of the applicable Federated Fund will be subject to a sales load on future purchases of Class A Shares unless such shareholder qualifies for a waiver from such sales load. Shareholders of the PNC Fund who receive Class C Shares of the applicable Federated Fund will be subject to a deferred sales charge on future purchases of Class C Shares unless such shareholder qualifies for a waiver from such deferred sales charge.

If you own shares of:	You will receive shares of:
PNC Emerging Markets Equity Fund* Class A Class I Class R6	Federated Emerging Markets Equity Fund Institutional Shares Institutional Shares Institutional Shares


PNC International Equity Fund Class A Class C Class I Class R6	Federated International Equity Fund Class A Class C Institutional Shares Class R6



PNC International Growth Fund* Class A Class I Class R6	Federated International Growth Fund Institutional Shares Institutional Shares Institutional Shares


PNC Multi-Factor Large Cap Value Fund Class A Class C Class I	Federated MDT Large Cap Value Fund Class A Class C Institutional Shares

*Prior to the consummation of the Reorganization, all shares of Class A and Class R6 of the PNC Fund will be converted into Class I shares of the same PNC Fund. Class I shares of the PNC Fund will then be exchanged for Institutional Shares of the corresponding Federated Fund.

When will the Reorganizations occur?

Assuming shareholder approval is obtained, the Reorganization with respect to each PNC Fund, is currently expected to occur after the close of business on or about November 15, 2019.

Who will pay for the Reorganizations?

The Agreements and Plans of Reorganization by and between the Reorganizing Funds Trust, a Delaware statutory trust, on behalf of each of the PNC Funds, and Federated Adviser Series, a Delaware statutory trust, on behalf of its Federated Funds series provide that the PNC Funds and the Federated Funds will not bear any reorganization expenses associated with their participation in the Reorganizations, except (i) the Federated Funds shall bear expenses associated with the qualification of shares of the Federated Funds for sale in the various states; and (ii) to the extent that any transition of portfolio securities is required in connection with the Reorganizations, a Fund may incur transaction expenses associated with the transfer or sale and purchase of portfolio securities. (Please refer to “Information About the Reorganizations – Costs of Reorganizations” in the enclosed Prospectus/Proxy Statement for further information.)

What should I do in connection with the Reorganizations?

Please vote your shares today. If the Reorganization for your PNC Fund is approved and consummated, you will receive shares of the corresponding Federated Fund. Please do not attempt to make the exchange yourself.

How do I vote?

There are several ways in which you can cast your vote:

Online: Use the web address on the enclosed ballot;

Telephone: Use the toll-free telephone number on the enclosed ballot;

Mail: Complete and return the enclosed ballot in the enclosed postage paid envelope; or

In person: At the meeting to be held on November 5, 2019.

If you:

1. Sign and return the proxy card without indicating a preference, your vote will be cast “for” the proposal.

2. Do not respond at all, we may contact you by telephone or other means to request that you cast your vote.

Whom do I call if I have questions about this Prospectus/Proxy Statement?

Please don’t hesitate to contact your Investment Professional or call PNC Funds toll-free at 1-800-622-3863 or the proxy solicitor toll-free at 855-486-7907.

Thank you in advance for your vote.

Recommendation of the Board of Trustees

After careful consideration, the Board of Trustees of the PNC Funds has unanimously approved this proposal with respect to each PNC Fund. The Board of Trustees of the Federated Funds have also unanimously approved this proposal with respect to each Federated Fund. The Board of Trustees of the PNC Funds recommends that you read the enclosed materials carefully and vote FOR the proposal.

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

PNC Funds

PNC Emerging Markets Equity Fund

PNC International Equity Fund

PNC International Growth Fund

PNC Multi-Factor Large Cap Value Fund

To be held November 5, 2019

A Special Meeting of Shareholders (the “Special Meeting”) of each of the funds listed above (each a “PNC Fund” or a “Reorganizing Fund”) will be held at 11:00 a.m. (Eastern time) on November 5, 2019, at the offices of PNC Capital Advisors, LLC, One East Pratt Street, 5th Floor, Baltimore, MD 21202. At the Special Meeting, shareholders will consider the following proposal:

With respect to each Reorganizing Fund, to approve an Agreement and Plan of Reorganization pursuant to which a Federated fund (each, a “Federated Fund” or a “Surviving Fund”) would acquire:

with respect to Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund, all or substantially all of the assets (except certain deferred or prepaid expenses and subject to certain liabilities recorded on the corresponding PNC Fund’s books) of PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund, respectively, or

with respect to Federated MDT Large Cap Value Fund, all or substantially all of the assets (except certain deferred or prepaid expenses, and certain amounts reserved for payment of PNC Multi-Factor Large Cap Value Fund’s liabilities recorded on PNC Multi-Factor Large Cap Value Fund’s books) of the PNC Multi-Factor Large Cap Value Fund,

in exchange for shares of the applicable share class(es) of the Federated Fund to be distributed pro rata to shareholders of the corresponding class(es) of the corresponding PNC Fund, in complete liquidation, dissolution and termination of the PNC Fund.

If you own shares of:	You will receive shares of:
PNC Emerging Markets Equity Fund* Class A Class I Class R6	Federated Emerging Markets Equity Fund Institutional Shares Institutional Shares Institutional Shares


PNC International Equity Fund Class A Class C Class I Class R6	Federated International Equity Fund Class A Class C Institutional Shares Class R6



PNC International Growth Fund* Class A Class I Class R6	Federated International Growth Fund Institutional Shares Institutional Shares Institutional Shares


PNC Multi-Factor Large Cap Value Fund Class A Class C Class I	Federated MDT Large Cap Value Fund Class A Class C Institutional Shares

PNC Capital Advisors, LLC (the “PNC Funds Adviser”) also advises other mutual funds that are not part of this Prospectus/Proxy Statement. Shareholders of those other PNC funds are voting on a similar proposal that involves their PNC fund reorganizing into a corresponding fund in the Federated family of funds, as described in separate prospectuses/proxy statements. Accordingly, if you own shares of other PNC funds not included in this Prospectus/Proxy Statement, you may receive more than one prospectus/ proxy statement. Each Reorganization is conditioned on the approval of all the other reorganizations, including those that are not part of this Prospectus/Proxy Statement, but the PNC Funds Adviser and the Federated Funds Advisers may seek to cause the Funds to waive this condition under the Agreements and Plans of Reorganization to allow for any reorganization to proceed independent of the approval of any other reorganization.

Please take some time to read the enclosed combined Prospectus/Proxy Statement. It discusses the proposal in more detail. If you were a shareholder as of the close of business on August 7, 2019, you may vote at the Special Meeting or at any adjournment or postponement of the Special Meeting. You are welcome to attend the Special Meeting in person. If you cannot attend in person, please vote by mail, telephone or online via the internet. Just follow the instructions on the enclosed proxy card. If you have questions, please call 855-486-7907. It is important that you vote. The Board of Trustees of each PNC Fund recommends that you vote FOR the proposal.

By order of the Board of Trustees,

/s/ Jennifer Spratley

Jennifer Spratley

President

August 13, 2019

PROSPECTUS/PROXY STATEMENT

SEPTEMBER 12, 2019

RELATING TO THE ACQUISITION OF THE ASSETS OF

PNC FUNDS

One East Pratt Street – 5th Floor

Baltimore, MD 21202

Telephone No: 1-800-622-3863

BY AND IN EXCHANGE FOR SHARES OF

CERTAIN FEDERATED FUNDS

4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
Telephone No: 1-800-341-7400

This Prospectus/Proxy Statement describes reorganizations (each a “Reorganization” and, collectively, the “Reorganizations”) to be effected pursuant to separate Agreements and Plans of Reorganization (each a “Plan” and, collectively, as applicable, the “Plans”), upon which shareholders of the PNC Funds (as described below) will be asked to vote at a Special Meeting to be held at the offices of PNC Capital Advisors, LLC located at One East Pratt Street, 5th Floor, Baltimore MD 21202, at 11:00 a.m. (Eastern time), on November 5, 2019. If approved by shareholders and all conditions are met or waived, the Reorganizations will be consummated on or about November 15, 2019 (the “Closing Date”).

Under the Plans, the portfolios (each, a “PNC Fund” or “Reorganizing Fund” and collectively the “PNC Funds” or “Reorganizing Funds”) of PNC Funds (the “Reorganizing Funds Trust”) as described in the chart below, will transfer (1) with respect to PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund, all or substantially all of its assets, except certain deferred or prepaid expenses, and subject to the stated liabilities (other than any liabilities related to the trustee deferred compensation program, the termination of existing arrangements of the corresponding PNC Fund, liabilities related to the corresponding PNC Fund shares’ Rule 12b-1 and Shareholder Service Fees (if any), as well as any non-ordinary course liabilities mutually agreed upon by the PNC Funds Adviser and the Federated Funds Advisers, each of which shall be discharged on or prior to the Closing Date) accrued and reflected in the books and records and net asset value of the corresponding PNC Fund, which shall be assumed by the Federated Fund; or (2) with respect to PNC Multi-Factor Large Cap Value Fund, all or substantially all of the assets (except certain deferred or prepaid expenses) to certain Federated funds (each a “Federated Fund” or “Surviving Fund” and collectively, as applicable, the “Federated Funds” or “Surviving Funds”) in exchange for shares of the respective Federated Funds as set forth in the chart below.

Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund are newly created portfolios of the Federated Adviser Series, established to be the surviving Funds in each respective Reorganization. Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund are expected to be the legal entity survivors of each respective Reorganization. PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund are expected to be the accounting and tax survivors of each respective Reorganization. Federated MDT Large Cap Value Fund is an existing portfolio of the Federated Adviser Series and is expected to be the legal, tax and accounting survivor after the Reorganization.

Reorganizing Fund
(each a series of the Reorganizing Funds Trust)

Surviving Fund

(each a series of Federated Adviser Series)

PNC Emerging Markets Equity Fund*

Class A

Class I

Class R6

Federated Emerging Markets Equity Fund

Institutional Shares

PNC International Equity Fund

Class A

Class C

Class I

Class R6

Federated International Equity Fund

Class A

Class C

Institutional Shares

Class R6

PNC International Growth Fund*

Class A

Class I

Class R6

Federated International Growth Fund

Institutional Shares

PNC Multi-Factor Large Cap Value Fund

Class A

Class C

Class I

Federated MDT Large Cap Value Fund

Class A

Class C

Institutional Shares

The PNC Funds and the Federated Funds are sometimes referred to individually as a “Fund” and, collectively, as applicable, the “Funds.”

The Proposal is as follows:

To approve an Agreement and Plan of Reorganization pursuant to which a Federated Fund would acquire:

in exchange for shares of the applicable share class(es) of the Federated Fund to be distributed pro rata to shareholders of the corresponding class(es) of the corresponding PNC Fund, in complete liquidation, dissolution and termination of the PNC Fund.

The form of the Plans is attached as Annex A. Under the Plans, the PNC Funds will transfer (1) with respect to PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund, all or substantially all of its assets, except certain deferred or prepaid expenses, and subject to the stated liabilities (other than any liabilities related to the trustee deferred compensation program, the termination of existing arrangements of the corresponding PNC Fund, liabilities related to the corresponding PNC Fund shares’ Rule 12b-1 and Shareholder Service Fees (if any), as well as any non-ordinary course liabilities mutually agreed upon by the PNC Funds Adviser and the Federated Funds Advisers, each of which shall be discharged on or prior to the Closing Date) accrued and reflected in the books and records and net asset value of the corresponding PNC Fund, which shall be assumed by the Federated Fund; or (2) with respect to PNC Multi-Factor Large Cap Value Fund, all or substantially all of its assets (except certain deferred or prepaid expenses shown as an asset on the books of the Fund, which currently are not expected to be material in amount when the Reorganizations are consummated on the Closing Date (as defined below)) to the corresponding Federated Fund in exchange for shares of the applicable share class(es) of the corresponding Federated Fund. The shares of the corresponding Federated Fund then will be distributed pro rata to shareholders of the corresponding class(es) of the corresponding PNC Fund in complete liquidation, dissolution and termination of the PNC Fund.

Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund are newly created portfolios of the Federated Adviser Series, established to be the surviving Funds in each respective Reorganization. Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund are expected to be the legal entity survivors in each respective Reorganization. PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund are expected to be the accounting and tax survivors of each respective Reorganization. Federated MDT Large Cap Value Fund is expected to be the legal, tax and accounting survivor after the Reorganization of PNC Multi-Factor Large Cap Value Fund.

The PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund have substantially similar and the PNC Multi-Factor Large Cap Value Fund has generally similar investment objectives and principal investment strategies as compared with its corresponding Federated Fund. Please refer to “Summary – Comparison of Investment Objectives and Policies” in the Prospectus/Proxy Statement for a detailed comparison of the PNC Funds’ and Federated Funds’ investment objectives and investment strategies.

After a liquidating distribution is made by a PNC Fund, the PNC Fund will have no shares of beneficial interest outstanding. The PNC Funds may stop accepting new accounts on or about November 8, 2019 and investments from existing accounts on or about November 14, 2019 in order to facilitate the transfer of portfolio securities to the Federated Funds as part of the Reorganizations. After the liquidation of the PNC Funds described above, the PNC Funds’ affairs will be wound down and the PNC Funds’ existence dissolved and terminated in accordance with applicable law and other applicable requirements. The Reorganizations will result in a complete liquidation, dissolution and termination of the PNC Funds. If shareholders of any PNC Fund fail to approve its Reorganization, the Board of Trustees of PNC Funds will consider what other actions, if any, may be appropriate.

For a comparison of the investment objectives, policies and risks of the PNC Funds and the Federated Funds, see “Summary – Comparison of Investment Objectives and Policies” and “Summary – Comparison of Investment Risks.” Information concerning shares of the Federated Funds as compared to shares of the PNC Funds is included in this Prospectus/Proxy Statement in the sections entitled “Summary – Comparative Fee Tables,” and “Information About the Reorganizations – Description of the PNC Funds and the Federated Funds and Capitalization.”

The Board of Trustees of the PNC Funds determined that participation by each PNC Fund in its respective Reorganization is in the best interests of such PNC Fund. The Board of Trustees of the Federated Funds also determined that participation by each Federated Fund in its respective Reorganization is in the best interests of such Federated Fund. Information on the rationale for the Reorganizations is included in this Prospectus/Proxy Statement in the section entitled “Summary – Reasons for the Proposed Reorganizations.” For purposes of this Prospectus/Proxy Statement, the Board of Trustees of the PNC Funds and the Board of Trustees of the Federated Funds are each referred to, as applicable, as the “Board.”

Federated Emerging Markets Equity Fund, Federated International Equity Fund and Federated International Growth Fund are managed by Federated Global Investment Management Corp., and Federated MDT Large Cap Value Fund is managed by Federated MDTA LLC (each a ��Federated Funds Adviser” and collectively, as applicable, the “Federated Funds Advisers” or “Surviving Fund Advisers”) and each Federated Funds Adviser is an indirect wholly-owned subsidiary of Federated Investors, Inc. (“Federated”). PNC Emerging Markets Equity Fund, PNC International Equity Fund, PNC International Growth Fund and PNC Multi-Factor Large Cap Value Fund are managed by PNC Capital Advisors, LLC (the “PNC Funds Adviser”).

The PNC Funds Adviser has delegated to Polaris Capital Management, LLC (“Polaris” or the “Sub-Adviser”) the responsibility for providing portfolio management services to a portion of PNC International Equity Fund’s assets. PNC Funds Adviser has allocated the PNC International Equity Fund’s assets among a growth strategy (“International Growth Component”) and a value strategy (“International Value Component”). The PNC Funds Adviser manages the International Growth Component. Polaris furnishes investment advisory services to the International Value Component.

In addition, the Federated Fund Adviser expects Polaris to serve as a sub-adviser to Federated International Equity Fund and manage a portion of that Fund’s portfolio immediately after the Reorganization involving that Fund in substantially the same role as it currently serves in respect of PNC International Equity Fund.

The PNC Funds Adviser also advises other mutual funds that are not part of this Prospectus/Proxy Statement. Shareholders of those other PNC funds are voting on a similar proposal that involves their PNC fund reorganizing into a corresponding fund in the Federated family of funds, as described in separate prospectuses/proxy statements. Accordingly, if you own shares of other PNC funds not included in this Prospectus/Proxy Statement, you may receive more than one prospectus/ proxy statement.

Each Reorganization is conditioned on the approval of all the other reorganizations, including those that are not part of this Prospectus/Proxy Statement, but the PNC Funds Adviser and the Federated Funds Advisers may seek to cause the Funds to waive this condition under the Plans to allow for any reorganization to proceed independent of the approval of any other reorganization.

The Reorganizations are expected to be tax-free reorganizations under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). For information on the federal income tax consequences of the Reorganizations, see “Summary – Tax Consequences.”

This Prospectus/Proxy Statement should be retained for future reference. It sets forth concisely the information about the Funds that a prospective investor should know before investing and it should be read and retained by investors for future reference.

Additional information about the Funds is available in the following documents:

Prospectuses for the PNC Funds and the Federated Funds;

Annual and Semi-Annual Reports to shareholders of the PNC Funds and Federated MDT Large Cap Value Fund (Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund have not commenced operations as of the date of this Prospectus/Proxy Statement and have not filed Annual or Semi-Annual Reports);

Statements of Additional Information (“SAIs”) for the PNC Funds and the Federated Funds; and

SAI dated September 12, 2019 relating to this Prospectus/Proxy Statement.

Annex B contains a list of the specific prospectuses, SAIs and shareholder reports incorporated by reference into this Prospectus/Proxy Statement.

Copies of these materials and other information about the PNC Funds and the Federated Funds may be obtained without charge by writing or calling the Funds at the addresses and telephone numbers shown on the previous pages. Reports and other information about the PNC Funds and the Federated Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. You may obtain copies of this information by electronic request, after paying a duplicating fee, to the following e-mail address: publicinfo@sec.gov.

Proxy materials, reports, and other information filed by PNC Funds can be inspected and copied at the public reference facilities maintained by the SEC in Washington, D.C., and at certain regional offices. Copies of such material can be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549 at prescribed rates.

Shareholders of record of the PNC Funds as of August 7, 2019 (the “Record Date”) are entitled to receive this Prospectus/Proxy Statement and to vote at the Special Meeting.

An investment in the Funds is not a deposit of PNC Bank, N.A. (“PNC”), the parent company of the PNC Fund Adviser, or Federated and is neither insured nor guaranteed by the Federal Deposit Insurance Corporation, any other government agency, PNC or any other bank, or Federated. An investment in the Funds involves investment risks, including possible loss of the principal amount invested.

THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS/PROXY STATEMENT AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUNDS.

SHARES OF THE FUNDS OFFERED BY THIS PROSPECTUS/PROXY STATEMENT ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. SHARES OF THE FUNDS ARE NOT FEDERALLY INSURED BY, GUARANTEED BY, OBLIGATIONS OF, OR OTHERWISE SUPPORTED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENTAL AGENCY. AN INVESTMENT IN THE FUNDS INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

TABLE OF CONTENTS

Page

SUMMARY	1
REASONS FOR THE PROPOSED REORGANIZATIONS	2
TAX CONSEQUENCES	8
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES	10
INVESTMENT OBJECTIVES	10
INVESTMENT POLICIES	10
COMPARISON OF INVESTMENT RISKS	12
COMPARISON OF INVESTMENT LIMITATIONS	17
COMPARATIVE FEE TABLES	18
PORTFOLIO TURNOVER	25
COMPARISON OF POTENTIAL RISKS AND REWARDS; PERFORMANCE INFORMATION	25
PORTFOLIO MANAGERS	31
FINANCIAL HIGHLIGHTS	34
INVESTMENT ADVISER	34
INVESTMENT ADVISORY FEES AND OTHER FEES/EXPENSES	35
PROCEDURES FOR PURCHASING, REDEEMING AND EXCHANGING SHARES	41
DIVIDENDS AND DISTRIBUTIONS; TAX INFORMATION; FREQUENT TRADING; PORTFOLIO HOLDINGS DISCLOSURE POLICIES	45
INFORMATION ABOUT THE REORGANIZATIONS	49
DESCRIPTION OF THE AGREEMENTS AND PLANS OF REORGANIZATION	49
AGREEMENT AMONG FEDERATED, PNC AND THE PNC FUNDS ADVISER	51
COSTS OF THE REORGANIZATION	52
DESCRIPTION OF THE PNC FUNDS AND FEDERATED FUNDS CAPITALIZATION	53
FEDERAL INCOME TAX CONSEQUENCES	55
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS	56
INFORMATION ABOUT PNC FUNDS AND FEDERATED FUNDS	56
WHERE TO FIND ADDITIONAL INFORMATION	56
ABOUT THE PROXY SOLICITATION AND THE SPECIAL MEETING	57
PROXIES, QUORUM AND VOTING AT THE SPECIAL MEETING	58
SHARE OWNERSHIP OF THE FUNDS	59
INTERESTS OF CERTAIN PERSONS	59
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY	60
ANNEX A – FORMS OF AGREEMENTS AND PLANS OF REORGANIZATION	A-1
ANNEX B – DOCUMENTS INCORPORATED BY REFERENCE	B-1
ANNEX C – COMPARISON OF INVESTMENT OBJECTIVE AND STRATEGIES	C-1
ANNEX D – PRINCIPAL INVESTMENT RISKS	D-1
ANNEX E – COMPARISON OF INVESTMENT LIMITATIONS	E-1
ANNEX F – FINANCIAL HIGHLIGHTS	F-1
ANNEX G – SUMMARY OF RIGHTS OF SHAREHOLDERS	G-1

SUMMARY

This Summary is qualified in its entirety by reference to the additional information contained elsewhere in this Prospectus/Proxy Statement, or incorporated by reference into this Prospectus/Proxy Statement.

If the proposed Reorganizations are approved, under the Plans, each PNC Fund will transfer (1) with respect to PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund, all or substantially all of its assets, except certain deferred or prepaid expenses, and subject to the stated liabilities (other than any liabilities related to the trustee deferred compensation program, the termination of existing arrangements of the corresponding PNC Fund, liabilities related to the corresponding PNC Fund shares’ Rule 12b-1 and Shareholder Service Fees (if any), as well as any non-ordinary course liabilities mutually agreed upon by the PNC Funds Adviser and the Federated Funds Advisers, each of which shall be discharged on or prior to the Closing Date) accrued and reflected in the books and records and net asset value of the corresponding PNC Fund, which shall be assumed by the Federated Fund; or (2) with respect to PNC Multi-Factor Large Cap Value Fund, all or substantially all of the assets (except certain deferred or prepaid expenses shown as an asset on the books of the Fund, which currently are not expected to be material in amount when each Reorganization is consummated on the Closing Date) to the corresponding Federated Funds in exchange for shares of the applicable share class(es) of the Federated Funds (as set for in the below table). The shares of the corresponding Federated Fund then will be distributed pro rata to shareholders of the corresponding class(es) by the PNC Fund in complete liquidation, dissolution and termination of the PNC Fund. Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund are newly created portfolios of the Federated Adviser Series, established to be the surviving Funds in each respective Reorganization. Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund are expected to be the legal entity survivors of each respective Reorganization. PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund are expected to be the accounting and tax survivors of each respective Reorganization. Federated MDT Large Cap Value Fund is expected to be the legal and accounting survivor after the Reorganization of PNC Multi-Factor Large Cap Value Fund. The forms of the Plans are attached to this Prospectus/Proxy Statement as Annex A.

Reorganizing Fund
(each a series of PNC Funds (the “Reorganizing Funds Trust”))

Surviving Fund

(each a series of Federated Adviser Series)

PNC Emerging Markets Equity Fund*

Class A

Class I

Class R6

Federated Emerging Markets Equity Fund

Institutional Shares

PNC International Equity Fund

Class A

Class C

Class I

Class R6

Federated International Equity Fund

Class A

Class C

Institutional Shares

Class R6

PNC International Growth Fund*

Class A

Class I

Class R6

Federated International Growth Fund

Institutional Shares

PNC Multi-Factor Large Cap Value Fund

Class A

Class C

Class I

Federated MDT Large Cap Value Fund

Class A

Class C

Institutional Shares

The cash value of your investment is not expected to change materially as a result of the Reorganization and you will not have to pay any sales charges in connection with the transfer of your assets. You will receive a number of shares of the corresponding surviving Federated Fund based on the net asset value (“NAV”) of the PNC Fund shares that you own at the time of the Reorganization. Because the assets of each PNC Fund will be determined for these purposes in accordance with the corresponding Federated Fund’s valuation procedures (and not the PNC Funds’ valuation procedures), there can be no guarantee that there will not be differences in valuation between the value of your investment immediately before the Reorganization (calculated using the PNC Funds’ valuation procedures) an the value of your investment immediately after the Reorganization.

As of the date of this Prospectus/Proxy Statement, the PNC Funds Adviser and the Federated Funds Adviser do not anticipate that the use of Federated’s valuation procedures will result in material differences in the valuation of each PNC Fund’s assets; however, there can be no guarantee that there will not be material differences in valuation on the date the Reorganization is consummated. To the extent that there are any material differences between the prices of the portfolio assets of each PNC Fund using the corresponding Federated Funds valuation procedures as compared to the prices of the same portfolio assets using the PNC Funds’ valuation procedures, the Reorganizing Funds Trust and Federated Adviser Series have agreed to use commercially reasonable and good faith efforts to cause their respective administrators and investment advisers to work together to resolve those before the Closing Date.

The PNC Funds may stop accepting new accounts on or about November 8, 2019 and investments from existing accounts on or about November 14, 2019 in order to facilitate the transfer of portfolio securities to the Federated Funds as part of the Reorganizations. After the distribution and liquidation of the PNC Funds described above, the PNC Funds’ affairs will be wound down and the PNC Funds will have no shares of beneficial interest outstanding, and the PNC Funds’ existence dissolved and terminated in accordance with applicable law and other applicable requirements. The Reorganizations will result in a complete liquidation, dissolution and termination of the PNC Funds. If shareholders of any PNC Fund fail to approve its Reorganization, the Board of Trustees of PNC Funds will consider what other actions, if any, may be appropriate.

For a comparison of the investment objectives, policies and risks of the PNC Funds and the Federated Funds, see “Summary – Comparison of Investment Objectives and Policies” and “Summary - Comparison of Investment Risks.” Information concerning shares of the Federated Funds as compared to shares of the PNC Funds is included in this Prospectus/Proxy Statement in the sections entitled “Summary – Comparative Fee Tables” and “Information About the Reorganizations – Description of the PNC Funds and Federated Fund Capitalization.”

Financial Highlights for the Federated Funds and the PNC Funds are attached to this Prospectus/Proxy Statement as Annex F.

For more complete information, please read the prospectuses and SAIs as detailed on Annex B.

REASONS FOR THE PROPOSED REORGANIZATIONS

At a meeting held on May 23, 2019 (the “May Meeting”), the Board of Trustees of the PNC Funds (the “PNC Funds Board”), all of whom are trustees who are not “interested persons” (“Independent Trustees”) within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), met with representatives of the PNC Funds Adviser and with representatives of Federated and the Federated Funds Adviser to discuss the Reorganizations. On June 12, 2019 (the “June Meeting”), the PNC Funds Board again discussed and ultimately approved the Reorganizations on behalf of each PNC Fund.

The PNC Funds Adviser informed the PNC Funds Board that the Reorganizations were proposed for strategic and financial reasons. The PNC Funds Adviser undertook a strategic review process focused on the capabilities, strategic alignment and comparative value of certain products and strategies offered by the PNC Funds Adviser. A component of this strategic review focused on the offering of its proprietary mutual funds. After a thorough review, the PNC Funds Adviser determined that the manufacture, sponsorship and distribution of proprietary mutual funds is not aligned with PNC’s overall strategy and is not a competitive advantage for PNC. The PNC Funds Adviser believes that each proposed Reorganization will potentially benefit each PNC Fund due to: (1) the substantially larger scale across equity, fixed income and money market funds provided by Federated; (2) better distribution opportunities to continue to grow the Funds through Federated’s more established relationships with key financial intermediaries (which may further benefit the potential economies of scale), (3) Federated’s focused commitment to the asset management industry and its ability to reinvest in its core business, and (4) Federated’s willingness to support PNC Funds Adviser’s holistic exit of the mutual fund advisory business that aligns with PNC’s strategic intent. Please see “Summary – Comparison of Investment Objectives and Policies,” “Summary - Comparison of Investment Risks,” and “Summary – Comparison of Investment Limitations” in this Prospectus/Proxy Statement for additional information.

As of June 30, 2019, the approximate net assets of the PNC Funds and Federated MDT Large Cap Value Fund, including net assets of other classes of Federated MDT Large Cap Value Fund that are not participating in the Reorganizations, are as follows in the chart below. As of June 30, 2019, Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund had not yet commenced investment operations. Each such Fund will officially commence operations upon the completion of the Reorganizations.

PNC Funds	Net Assets (in millions)	Federated Funds	Net Assets (in millions)
PNC Emerging Markets Equity Fund	$12.38	Federated Emerging Markets Equity Fund	N/A
PNC International Equity Fund	$1,652	Federated International Equity Fund	N/A
PNC International Growth Fund	$5.66	Federated International Growth Fund	N/A
PNC Multi-Factor Large Cap Value Fund	$109.52	Federated MDT Large Cap Value Fund	$1,164.96

The Reorganizations are intended to be tax-free reorganizations under the Code for the PNC Funds, their shareholders and the Federated Funds. As a non-waivable condition to the Reorganizations, the PNC Funds and Federated Funds will receive opinions of counsel that the Reorganizations will be considered tax-free “reorganizations” under applicable provisions of the Code such that no gain or loss will be recognized directly as a result of the Reorganizations and that the applicable Surviving Fund and the applicable Reorganizing Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code. Each tax opinion will satisfy the requirements for such a legal opinion set forth in each form of Agreement and Plan of Reorganization.

Each Agreement and Plan of Reorganization provides that the PNC Funds and the Federated Funds will not bear any reorganization expenses associated with their participation in the Reorganizations, except as contemplated below. The Federated Funds Adviser, or its affiliates, and/or the PNC Funds Adviser, or its affiliates, will bear certain expenses associated with Federated Funds’ and PNC Funds’ participation in the Reorganizations. Such reorganization expenses include: (a) expenses associated with the preparation and filing of the prospectus/proxy statement on Form N-14; (b) postage; (c) printing; (d) legal and accounting fees incurred in connection with the preparation of the prospectus/proxy statement on Form N-14; (e) solicitation costs of the transaction; and (f) other related administrative or operational costs. Each of the foregoing expenses will be borne by the Federated Funds Advisers, or their affiliates, and/or the Reorganizing Fund Adviser, or its affiliates, as agreed between them, and will not be borne by the Funds. The Surviving Funds shall bear expenses associated with the qualification of shares of the Surviving Funds for sale in the various states. In addition, to the extent that any transition of portfolio securities is required in connection with the Reorganizations, a Fund may incur transaction expenses associated with the sale and purchase of portfolio securities.

The PNC Funds Adviser informed the PNC Funds Board that the PNC Funds may dispose of certain securities prior to the proposed Reorganizations being consummated to better align the portfolios of the PNC Funds and the Federated Funds. It is not anticipated that PNC Emerging Markets Equity Fund, PNC International Equity Fund and PNC International Growth Fund will engage in any such portfolio transactions specifically attributable to the Reorganization. It is currently anticipated that the Federated Funds will acquire a significant amount (if not nearly all) of the portfolio securities of the PNC Funds at the time of the Reorganizations. As of the date of this Prospectus/Proxy Statement, it is difficult to determine which portfolio securities of the PNC Funds will be sold (if any) in connection with the proposed Reorganizations because the PNC Funds Adviser may determine to sell any security as part of its normal investment process and purchase replacement securities between now and the consummation date on or about November 15, 2019. It is currently anticipated that the PNC Funds may dispose of a limited portion of their respective portfolio securities prior to the proposed Reorganizations being consummated.

Considerations of the PNC Funds Board

In advance of its May Meeting, the PNC Funds Board submitted a comprehensive questionnaire to Federated. The PNC Funds Board received information relating to a number of important considerations favoring the Reorganizations, including, among others, the expected benefit to PNC Funds shareholders from the reputation, financial strength and resources of Federated; the fact that the investment objectives and principal investment strategies and risks of each PNC Fund would generally be similar to its corresponding Federated Fund; the representation of the PNC Funds Adviser and Federated Funds Advisers, based on each adviser’s understanding of information available concerning services provided by the other adviser, that there is not expected to be any diminution in the nature, quality and extent of services provided to the PNC Funds and their shareholders as a result of the Reorganizations; the access to Federated’s distribution capabilities, which may create the potential for asset growth; the potential for benefits from operational efficiencies within a larger fund complex; the anticipated tax-free nature of each Reorganization; and the representation that each Reorganization will occur at the NAV of each entity determined in accordance with the Plans and therefore was not expected to dilute the interests of PNC Fund shareholders.

As part of their evaluation of each proposed Reorganization, the PNC Funds Board reviewed and discussed at the May and June Meetings, as well as during two separate executive sessions, the significant amount of information received from PNC Funds Adviser and Federated. This included information about, among other things, the investment objectives, investment strategies, and investment policies of the corresponding Federated Funds into which each PNC Fund would reorganize; the proposed fee and expense structure of the Federated Funds; the potential for benefits from operational efficiencies as a result of or following the Reorganizations; and the investment personnel expected to be primarily responsible for the day-to-day management of the Federated Funds. At the May Meeting, the PNC Funds Board had an opportunity to discuss this information with representatives from Federated as they considered appropriate. Throughout this process, the PNC Funds Board consulted on numerous occasions with its independent legal counsel.

At the June Meeting, the PNC Funds Board, all of whom are Independent Trustees, discussed each proposed Reorganization and its impact on shareholders and considered and unanimously approved the Agreement and Plan of Reorganization for each PNC Fund. The PNC Funds Board determined that each Reorganization was in the best interests of the applicable PNC Fund.

The PNC Funds Board’s determinations were based on a comprehensive evaluation of the information provided to them. During their review, the PNC Funds Board did not identify any particular information or consideration that was all-important or controlling, and each Independent Trustee attributed different weights to various factors. Although the PNC Funds Board considered broader issues arising in the context of the proposed Reorganizations, its determinations with respect to each proposed Reorganization were made on a fund-by-fund basis. Set out below is a brief summary of the PNC Funds Board’s considerations of a number of the most important, but not necessarily all, of the factors considered by the PNC Funds Board, all of whom are Independent Trustees.

The terms and conditions of the Agreement and Plan of Reorganization with respect to each proposed Reorganization;

The substantially similar or generally similar investment objectives, policies, and restrictions of each PNC Fund and its corresponding Federated Fund. See “Summary – Comparison of Investment Objectives and Policies,” “Summary - Comparison of Investment Risks,” and “Summary – Comparison of Investment Limitations”;

The PNC Adviser’s representations that the Federated Funds have generally competitive expense ratios and the comparison of each PNC Fund’s total expense ratio and the projected pro forma expense ratio of that Fund following the proposed Reorganization (including the relevant share class mapping for each Reorganization). See “Summary – Comparative Fee Tables”;

The fact that Federated is willing to extend each Federated Fund’s existing “fee limits” for one year from the Closing Date of the Reorganizations;

Federated MDT Large Cap Value Fund’s performance history as compared to that of PNC Multi-Factor Large Cap Value Fund;

That Federated Emerging Markets Equity Fund, Federated International Equity Fund and Federated International Growth Fund will each continue the investment program of its corresponding PNC Fund;

The fact that the PNC Funds Adviser or the Federated Funds Adviser, or their respective affiliates, will bear all of the costs and expenses incurred in connection with the preparation of this Prospectus/Proxy Statement and any of its enclosures, and that no portion of these costs or expenses will be borne by the PNC Funds, the Federated Funds or their shareholders (other than costs relating to the qualification of their shares for sale in various states and/or the disposition of any portfolio securities as described below) (see “Costs of the Reorganizations”);

The anticipated transaction costs in connection with the Reorganizations are expected to be minimal;

The fact that each Reorganization is intended to qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code and will not take place unless an opinion of counsel is provided to that effect;

Alternatives available to the shareholders of the PNC Funds, in light of the fact that the PNC Funds Adviser has determined that the manufacture, sponsorship and distribution of proprietary mutual funds is not aligned with its overall strategy;

The nature and quality of services that the shareholders of the PNC Funds are expected to receive as shareholders of the Federated Funds will generally be comparable to the nature and quality of services that such shareholders currently receive;

The fact that shareholders of the PNC Funds will not pay a sales charge to acquire shares of the Federated Funds in connection with the Reorganizations;

The qualifications of the investment personnel for the Federated Funds and the management of the Federated Funds;

The level of resources and enterprise commitment of the Federated Funds Adviser to compliance and risk management functions;

Federated’s commitment to and ability to reinvest in the mutual fund business and its substantial distribution capabilities;

That the Reorganizations would allow PNC Funds shareholders who wish to continue to invest in a mutual fund managed in substantially the same manner as the applicable PNC Fund to do so;

The experience and background of the Federated Adviser Series independent trustees/directors; and

That each proposed Reorganization will be submitted to the shareholders of the PNC Funds for their approval and that shareholders of a PNC Fund who do not wish to becomes shareholders of the corresponding Federated Fund may redeem their PNC Fund shares before the closing of the Reorganization.

Given the above factors, the PNC Funds Adviser advised the PNC Funds Board, and the PNC Funds Board concluded that, when considering the totality of the factors, each Reorganization is in the best interests of each PNC Fund.

Based on the foregoing, the PNC Funds Board approved the Plans and Reorganizations on behalf of the PNC Funds.

Considerations of the Federated Funds Board

The Board of Trustees of Federated Adviser Series (the “Federated Funds Board”) likewise approved the Reorganizations on behalf of the Federated Funds. The Federated Funds Board, including a majority of Independent Trustees, determined that the Reorganizations are in the best interests of the Federated Funds. The Federated Funds Board made its determination after reviewing the materials provided to the members of the Federated Funds Board and having the opportunity to request and evaluate such additional information as the Federated Funds Board reasonably deemed necessary to make their determinations. The Federated Funds Board considered all factors it deemed pertinent in its business judgement in reviewing the Plans on behalf of the Federated Funds and their shareholders including, but not limited to, the following:

•

That the Reorganizations are not expected to have a negative impact on the Federated Funds’ fees and expenses;

•

That Federated Funds have competitive expense ratios, both on gross and net basis, compared to PNC Funds;

•

The qualifications of the investment personnel for the Federated Funds and the management of the Federated Funds;

•

The continuity of portfolio management for Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund, as the portfolio managers of PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund are expected to serve as the portfolio managers of the corresponding Federated Funds and the Sub-Adviser for PNC International Equity Fund will serve as the Sub-Adviser for Federated International Equity Fund;

•

The terms and conditions of the Plans;

•

Federated’s previous experience with transactions similar to the Reorganizations;

•

That the Reorganizations are part of the sale by the PNC Funds Adviser to Federated relating to the PNC Funds Adviser’s business of providing investment management services to the PNC Funds and certain separate accounts and separately managed accounts, the terms and conditions of the sale, Federated’s due diligence of the PNC Funds Adviser in connection with the sale, and the anticipated impact of the sale on Federated;

•

That the Federated Funds will not bear any expenses associated with their participation in the Reorganizations, except as contemplated in Article IX of the Plans, a form of which is attached as Annex A (See “Information About the Reorganizations – Costs of the Reorganizations”);

•

The estimated post-Reorganization costs and expenses related to the disposition of portfolio securities that the Federated Funds are anticipated to incur; and

•

That the Reorganizations are expected to be conducted on a tax-free basis.

In addition, the Federated Funds Board considered the following factors with respect to the Reorganization of PNC Multi-Factor Large Cap Value Fund into Federated MDT Large Cap Value Fund:

•

That the investment objectives, policies and strategies, and fundamental investment limitations, of Federated MDT Large Cap Value Fund would not change as a result of the Reorganization;

•

The performance of PNC Multi-Factor Large Cap Value Fund and Federated MDT Large Cap Value Fund relative to each other and their respective benchmarks, and that Federated MDT Large Cap Value Fund has generally outperformed PNC Multi-Factor Large Cap Value Fund;

•

That Federated MDT Large Cap Value Fund has greater assets as of March 31, 2019 than PNC Multi-Factor Large Cap Value Fund;

•

The additional assets that would be acquired by Federated MDT Large Cap Value Fund through the Reorganization, which could result in larger, more viable funds with the potential for greater efficiencies and investment opportunities over time, all of which may benefit the performance of Federated MDT Large Cap Value Fund over time;

•

That the Reorganization is not expected to result in diminution in the level or quality of services that the shareholders of Federated MDT Large Cap Value currently receive; and

•

That the investment personnel for Federated MDT Large Cap Value Fund and the management of Federated MDT Large Cap Value Fund would not change as a result of the Reorganization.

Based on the foregoing and other information received and considered by the Federated Funds Board (including other information in this Prospectus/Proxy Statement), the Federated Funds Board approved the Plans and Reorganizations on behalf of each Federated Fund.

TAX CONSEQUENCES

Tax-Free Reorganizations under Internal Revenue Code of 1986, as amended

As a non-waivable condition to each Reorganization, the PNC Fund and Federated Fund will receive an opinion of counsel to the effect that (among other things): (1) the Reorganization will be considered a tax-free “reorganization” under applicable provisions of the Code; (2) no gain or loss will be recognized directly as a result of the Reorganization by the Federated Fund, the PNC Fund, or the PNC Fund’s shareholders; and (3) the aggregate tax basis of the applicable Federated Fund shares received by each shareholder of the PNC Fund will be the same as the aggregate tax basis of that shareholder’s shares in the corresponding PNC Fund immediately prior to the Reorganization.

PNC Multi-Factor Large Cap Value Fund and Federated MDT Large Cap Value Fund

Prior to the closing of the Reorganizations, PNC Multi-Factor Large Cap Value Fund will declare a distribution to shareholders that, together with all previous distributions, will have the effect of distributing to shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if any, and net realized capital gains, if any, including those realized on disposition of portfolio securities in connection with the Reorganization (after reduction by any available capital loss carryforwards), if any, through the closing of the Reorganization. These distributions will be taxable to shareholders. Prior to the consummation of the Reorganization, the PNC Funds Adviser will dispose of investments from the portfolio of PNC Multi-Factor Large Cap Value Fund that may not be acquired by Federated MDT Large Cap Value Fund, due to Federated MDT Large Cap Value Fund’s prospectus restrictions, investment strategies or policies, or applicable law, either by PNC Multi-Factor Large Cap Value Fund disposing of such investments or allowing certain investments to mature and not reacquiring similar investments that may not be acquired by Federated MDT Large Cap Value Fund. As of the Closing Date, if such dispositions of portfolio securities, together with any other dispositions of portfolio securities from the portfolio of PNC Multi-Factor Large Cap Value Fund, result in PNC Multi-Factor Large Cap Value Fund having a net capital gain, such capital gains will be distributed to shareholders as taxable distributions prior to the consummation of the Reorganization. Accordingly, such dispositions may result in increased taxable distributions to PNC Multi-Factor Large Cap Value Fund shareholders. To the extent that any disposition of portfolio securities is required in connection with the Reorganization, PNC Multi-Factor Large Cap Value Fund and Federated MDT Large Cap Value Fund also may incur transaction expenses associated with the sale and purchase of portfolio securities. Both the PNC Funds Adviser and the Federated Funds Advisers expect that any such transaction expenses will be minimal.

Shareholders of PNC Multi-Factor Large Cap Value Fund will be responsible for any taxes payable in connection with taxable distributions made, if any, by PNC Multi-Factor Large Cap Value Fund immediately before the Closing Date. In addition, because the shareholders of PNC Multi-Factor Large Cap Value Fund will receive shares of Federated MDT Large Cap Value Fund, they will receive a proportionate share of any “built in” (unrealized) gains in Federated MDT Large Cap Value Fund’s assets to the extent that such gains are eventually realized (if applicable) and distributed by Federated MDT Large Cap Value Fund, as well as any taxable gains realized by Federated MDT Large Cap Value Fund but not distributed to its shareholders prior to the Reorganization. Additionally, various loss limitation rules under the Code may limit the ability of a combined Fund to use pre-Reorganization losses, if any, of PNC Multi-Factor Large Cap Value Fund or Federated MDT Large Cap Value Fund. Therefore, the shareholders of the PNC Multi-Factor Large Cap Value Fund will receive a proportionate share of any unrealized gains in the combined Federated MDT Large Cap Value Fund’s assets, as well as any taxable income or gains realized by the Federated MDT Large Cap Value Fund but not distributed to its shareholders prior to the Reorganization, when such income or gains are eventually distributed by the Federated Fund. As a result, shareholders of the PNC Multi-Factor Large Cap Value Fund may receive a greater amount of taxable distributions than they would have had the Reorganization not occurred. See “Information About the Reorganizations – Federal Income Tax Consequences” for additional information about the tax consequences of the Reorganization.

PNC Emerging Markets Equity Fund, PNC International Equity Fund and PNC International Growth Fund

Prior to the closing of the Reorganizations, PNC Emerging Markets Equity Fund, PNC International Equity Fund and PNC International Growth Fund may, but are not required to distribute to its respective shareholders all or a portion of any net capital gain realized by the respective PNC Fund. These distributions, if any, will be taxable to shareholders.

Prior to the consummation of the Reorganizations, the PNC Funds Adviser may dispose of certain investments from the portfolios of the respective PNC Funds. It is not anticipated that PNC Emerging Markets Equity Fund, PNC International Equity Fund and PNC International Growth Fund will engage in any such portfolio transactions specifically attributable to the Reorganization. As of the date of this Prospectus/Proxy Statement, it is difficult to determine which portfolio securities of the PNC Funds will be sold (if any) prior to the proposed Reorganizations because the PNC Funds Adviser may determine to sell any security as part of its normal investment process and purchase replacement securities between now and the Closing Date. As of the Closing Date, if such dispositions of portfolio securities, together with any other dispositions of portfolio securities, result in PNC Emerging Markets Equity Fund, PNC International Equity Fund and PNC International Growth Fund, respectively, having a net capital gain (after netting with any available capital loss carryforward), such capital gains may be distributed to shareholders as taxable distributions prior to the consummation of the Reorganization. Accordingly, such dispositions may result in increased taxable distributions to PNC Emerging Markets Equity Fund, PNC International Equity Fund or PNC International Growth Fund shareholders, as applicable. To the extent of any disposition of portfolio securities prior to the Reorganization, PNC Emerging Markets Equity Fund, PNC International Equity Fund or PNC International Growth Fund, as applicable, also may incur transaction expenses associated with the sale and purchase of portfolio securities. Both the PNC Funds Adviser and the Federated Funds Advisers expect that any such transaction expenses will be minimal.

Shareholders of PNC Emerging Markets Equity Fund, PNC International Equity Fund and PNC International Growth Fund will be responsible for any taxes payable in connection with taxable distributions made, if any, by PNC Emerging Markets Equity Fund, PNC International Equity Fund or PNC International Growth Fund, as applicable, immediately before the Closing Date. See “Information About the Reorganizations – Federal Income Tax Consequences” for additional information about the tax consequences of the Reorganization.

Shareholders of the PNC Funds should consult their tax advisors regarding the federal, state and local tax treatment and implications of the Reorganizations in light of their individual circumstances.

COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES

This section will help compare the investment objectives and policies of the PNC Funds with the corresponding Federated Funds. Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund were recently created for the purpose of acquiring the assets and assuming the liabilities of the corresponding PNC Fund in a Reorganization. Each such Federated Fund’s investment objective is the same and its principal investment strategies are substantially similar as those of the corresponding PNC Fund. Any differences in the investment policies between these Federated Funds and the corresponding PNC Funds are outlined below. Many of these differences reflect non-substantive differences in the approach to disclosure taken by the Federated Funds as part of the Federated “family” of funds and the PNC Funds as part of the PNC “family” of funds.

With respect to the Reorganization of PNC Multi-Factor Large Cap Value Fund into Federated MDT Large Cap Value Fund, although the Funds describe them somewhat differently, the investment objectives of the Funds and their investment policies are generally similar.

The differences in the Funds’ investment objectives and policies are discussed below. While there is no assurance that any Fund will achieve its investment objectives, each Fund endeavors to achieve its investment objectives by following the policies and strategies discussed below. Please be aware that the foregoing is only a summary, and this section is only a brief discussion. For more complete information, please see Annex C for a side-by-side comparison of the Funds’ investment objectives and policies. See “Summary – Comparison of Investment Limitations” for a comparison of the Funds’ investment limitations.

INVESTMENT OBJECTIVES

PNC Emerging Markets Equity Fund (Reorganizing Fund)	Federated Emerging Markets Equity Fund (Surviving Fund)
The Fund seeks to provide long-term capital appreciation.	The Fund seeks to provide long-term capital appreciation.
PNC International Equity Fund (Reorganizing Fund)	Federated International Equity Fund (Surviving Fund)
The Fund seeks to provide long-term capital appreciation.	The Fund seeks to provide long-term capital appreciation.
PNC International Growth Fund (Reorganizing Fund)	Federated International Growth Fund (Surviving Fund)
The Fund seeks to provide long-term capital appreciation.	The Fund seeks to provide long-term capital appreciation.
PNC Multi-Factor Large Cap Value Fund (Reorganizing Fund)	Federated MDT Large Cap Value Fund (Surviving Fund)
The Fund seeks to provide long-term capital appreciation.	The Fund seeks to provide growth of income and capital.

The investment objectives for the PNC Funds and the Federated Funds are non-fundamental, which means the investment objectives may be changed with Board approval but without shareholder approval.

INVESTMENT POLICIES

PNC Emerging Markets Equity Fund – Federated Emerging Markets Equity Fund

The Federated Fund was formed for the purpose of acquiring the PNC Fund and continuing the PNC Fund’s investment program with the same portfolio management team. The following investment policies are those of the PNC Fund. Except as noted below, each of those investment policies has also been adopted by the Federated Fund.

The Fund primarily invests in equity securities of issuers tied economically to emerging market countries (“emerging market issuers”).

The Fund may make significant investments in issuers located or doing business in a single country or geographic region. The Fund may invest in securities across all market capitalizations, and the Fund may invest a significant portion of its assets in companies of any one particular market capitalization category.

PNC Emerging Markets Equity Fund may invest in fixed income securities of any credit quality or duration, including bonds rated below investment grade (commonly referred to as “junk” bonds), whereas Federated Emerging Markets Equity Fund has no such investment policy.

PNC International Equity Fund – Federated International Equity Fund

The Federated Fund was formed for the purpose of acquiring the PNC Fund and continuing the PNC Fund’s investment program with the same portfolio management team. The following investment policies are those of the PNC Fund. Each of those investment policies has also been adopted by the Federated Fund.

The Fund primarily invests in a portfolio of equity securities that are tied economically to a number of countries throughout the world, typically three or more. The Fund has broad discretion to invest in issuers located or doing business throughout the world, including in both developed and emerging markets. More than 25% of the Fund’s assets may be invested in the equity securities of issuers located in the same country. The Fund may invest in companies of any capitalization and utilizes an active trading approach. Polaris Capital Management, LLC serves as sub-adviser to the Fund.

PNC International Growth Fund – Federated International Growth Fund

The Federated Fund was formed for the purpose of acquiring the PNC Fund and continuing the PNC Fund’s investment program with the same portfolio management team. The following investment policies are those of the PNC Fund. Each of those investment policies has also been adopted by the Federated Fund.

The Fund primarily invests in a portfolio of equity securities that are tied economically to a number of countries throughout the world, typically three or more. The Fund has broad discretion to invest in equity securities of any market capitalization and issuers located or doing business throughout the world, including in both developed and developing or emerging markets. The Fund may make significant investments (e.g., more than 25% of the Fund’s portfolio) in issuers located or doing business in a single country. The Fund seeks to identify companies with robust and sustainable growth rates, high-quality balance sheets, and management teams with clearly defined growth strategies.

PNC Multi-Factor Large Cap Value Fund – Federated MDT Large Cap Value Fund

The Funds’ principal investment strategies are generally similar. Each Fund selects its investments from a universe of equity securities of large-cap growth companies using a quantitative process. The following provides more information about the Funds’ relative principal investment strategies.

PNC Multi-Factor Large Cap Value Fund primarily invests in a diversified portfolio of value-oriented domestic equity securities of large-cap companies. Under normal circumstances, PNC Multi-Factor Large Cap Value Fund invests at least 80% of its net assets plus any borrowings for investment purposes in securities issued by large-cap companies. For purposes of its 80% policy, PNC Multi-Factor Large Cap Value Fund defines a large-cap company as one whose market capitalization falls within the market capitalization range of companies represented in the Russell 1000® Value Index. As of June 30, 2019, companies in the Russell 1000® Value Index ranged in market capitalization from $617 million to $1.02 trillion. The PNC Funds Adviser employs a systematic multi-factor process to identify companies that it believes have the potential to produce earnings in excess of market expectations. The PNC Funds Adviser evaluates issuers and selects investments based on a variety of quantitative measures, referred to as “factors.” The PNC Fund’s multi-factor quantitative process uses quality factors, such as a company’s stability of earnings; momentum factors, such as movements in both price and earnings and earnings surprises; and value factors, such as price-to-earnings, price-to-book, and price-to-cash flow ratios.

The PNC Funds Adviser uses a stock selection process that is expected to result in investments in companies with value characteristics, and the Fund’s investment weighting in any one sector will change over time based on how the multi-factor process assesses each sector’s relative attractiveness. However, PNC Multi-Factor Large Cap Value Fund’s adviser does not apply any sector-based limits on its portfolio, which may result in the Fund being invested significantly in one or more sectors. The equity securities in which the PNC Multi-Factor Large Cap Value Fund may invest include, for example, common stock, American Depositary Receipts, and preferred stock.

The Federated MDT Large Cap Value Fund seeks to achieve its objective by investing primarily in the common stock of large-cap U.S. companies undervalued relative to the market. The large-cap value oriented strategy seeks to maximize return while controlling risk. Individual stocks are selected for inclusion in the Fund based upon a proprietary quantitative model that is designed to facilitate an objective, disciplined, quantitative analysis of every stock in the Fund’s investment universe.

The quantitative model of the Federated MDT Large Cap Value Fund constructs the portfolio by considering fundamental and technical measures, analyzing expected trading costs and employing risk controls to promote diversification. Fundamental and technical measures include relative value, profit trends, capital structure and price history. The process also takes into account trading costs in an effort to ensure that trades are generated only to the extent they are expected to be profitable on an after-trading-cost basis. Additionally, risk is controlled through diversification constraints which limit exposure to individual companies as well as groups of correlated companies. The Federated Fund Adviser reviews the proposed trades produced by the process in an effort to ensure that they are based on accurate and current information. If a proposed trade is deemed to be based on inaccurate or stale information, the trade decision is deferred until the model incorporates timely and accurate information.

The Federated Fund Adviser selects most of its investments from companies listed in the Russell 1000® Value Index, an index that measures the performance of those companies with lower price-to-book ratios and lower forecasted growth values within the large-cap segment of the U.S. equity universe, which includes the 1,000 largest U.S. companies by market capitalization. Because the Federated MDT Large Cap Value Fund invests in companies that are defined largely by reference to the Russell 1000® Value Index, the market capitalization of companies in which the Fund may invest will vary with market conditions. The Russell 1000® Value Index is reconstituted on an annual basis. As of June 30, 2019, companies in the Russell 1000® Value Index ranged in market capitalization from $617 million to $1.02 trillion. The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in large-cap investments.

COMPARISON OF INVESTMENT RISKS

Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund were recently created for the purpose of acquiring the assets and assuming the liabilities of the corresponding PNC Fund in a Reorganization. Each such Federated Fund’s investment objective is the same and its principal investment strategies are substantially similar as those of the corresponding PNC Fund. As a result, the risks associated with an investment in each such Federated Fund are substantially similar to the risks associated with an investment in the corresponding PNC Fund, although the Federated Funds may describe such risks somewhat differently. Any differences in the risks between these Federated Funds and the corresponding PNC Funds are outlined below. Many of these differences reflect non-substantive differences in the approach to disclosure taken by the Federated Funds as part of the Federated “family” of funds and the PNC Funds as part of the PNC “family” of funds, rather than substantive differences in the types of risks to which each Fund is exposed.

With respect to the Reorganization of PNC Multi-Factor Large Cap Value Fund into Federated MDT Large Cap Value Fund, Federated MDT Large Cap Value Fund has generally similar investment objectives and principal investment policies to PNC Multi-Factor Large Cap Value Fund, and accordingly, although they are worded differently, their principal risks are also generally similar in many respects.

Below is a table comparing the principal investment risks of each Fund, as well as a summary of the differences between the risks of each PNC Fund and the corresponding Federated Fund. Because the PNC Funds and the Federated Funds are unaffiliated fund families, each family has historically taken somewhat different approaches to identifying the principal risks of their Funds and used different terminology and descriptions to describe the principal risks applicable to their respective Funds. The actual risks of investing in each Fund depend on the securities held in the Fund’s portfolio and on market conditions, both of which change over time. Additionally, note that the Funds may describe or categorize the same risks differently. Where comparable risks are disclosed under different names, the name used by the Federated Funds is referenced below. To the extent a Fund does not have a principal risk included by the corresponding Fund, that Fund does not principally invest in that particular type of security in which the corresponding fund invests or otherwise is not exposed to the same principal risk as the corresponding Fund. Please be aware that the foregoing is only a summary, and this section is only a brief discussion. Each principal risk of the Federated Funds and any principal risk of a PNC Fund for which no Federated Fund includes a comparable principal risk is described in more detail in Annex D. A discussion of the principal risks associated with an investment in a PNC Fund may be found in the PNC Funds’ prospectus. In addition, each Fund has other investment policies, practices and restrictions which, together with the Fund’s related principal risks, are also set forth for each PNC Fund in that the PNC Fund’s prospectus and SAI and, for the Federated Fund, summarized in this prospectus/proxy statement.

	PNC Emerging Markets Equity Fund	Federated Emerging Markets Equity Fund	PNC International Equity Fund	Federated International Equity Fund	PNC International Growth Fund	Federated International Growth Fund	PNC Multi-Factor Large Cap Value Fund	Federated MDT Large Cap Value Fund
Active Trading Risk	X		X		X		X
Counterparty Credit Risk		X		X		X
Currency Risk	X	X	X	X	X	X
Custodial Services and Related Investment Cost	X	X	X	X	X	X
Eurozone Related Risk		X		X		X
Exchange-Traded Funds Risk	X	X	X	X	X	X
Focused Investment Risk	X	X	X	X	X	X
Greater China Risk		X
Interest Rate Risk		X		X		X
Issuer Credit Risk	X	X	X	X	X	X	X
Large Cap-Company Risk							X	X
Leverage Risk	X	X
Limited Operating History Risk	X				X
Liquidity Risk	X	X		X		X
Management and Operational Risk	X		X		X		X
Mid-Cap Company Risk	X	X	X	X	X	X
Portfolio Turnover Risk	X						X
Quantitative Modeling Risk								X
Risk of Foreign Investing	X	X	X	X	X	X	X
Risk of Investing in Depositary Receipts and Domestically Traded Securities of Foreign Issuers		X		X		X
Risk of Investing in Derivative Contracts	X	X	X	X	X	X
Risk of Investing in Emerging Market Countries	X	X	X	X	X	X
Risk Related to the Economy	X	X	X	X	X	X	X	X
Risk Related to Investing for Growth	X	X	X	X	X	X
Risk Related to Investing for Value			X	X			X	X
Sector Risk	X	X				X	X	X
Small-Cap Company Risk	X	X	X	X	X	X
Stock Market Risk	X	X	X	X	X	X	X	X
Technology Risk	X	X	X	X	X	X

PNC Emerging Markets Equity Fund Federated Emerging Markets Equity Fund

The Federated Fund was formed for the purpose of acquiring the PNC Fund and continuing the PNC Fund’s investment program with the same portfolio management team. Each Fund invests in a universe of equity securities of emerging market companies. Accordingly, each Fund’s principal investment risks include the risks of investing in such securities, including, for example, risk of investing in emerging market countries, risk of foreign investing, focused investment risk, and risk related to the economy. The following is additional information regarding certain risks of investing in the Funds.

PNC Emerging Markets Equity Fund has principal risk factors regarding active trading, management and operations, and portfolio turnover. In addition, PNC Emerging Markets Equity Fund includes a risk factor on limited operating history due to the fact that the Fund is new and there is a limited history for investors to evaluate. Federated Emerging Markets Equity Fund contains similar, but not identical, disclosure regarding active trading, management and operations, and portfolio turnover in other sections of its prospectus. Additionally, as Federated Emerging Markets Equity Fund will be the successor to and continue the performance history of PNC Emerging Markets Equity Fund, it does not include a limited operating history risk factor.

Federated Emerging Markets Equity Fund has principal counterparty credit and interest rate risks. In addition, Federated Emerging Markets Equity Fund has specific principal risks related to investing in depositary receipts, the Eurozone and the greater China region, whereas PNC Emerging Markets Equity Fund considers similar, but not identical, factors as noted in its emerging markets risk, foreign (non-U.S.) investment risk, and country risk.

PNC International Equity Fund Federated International Equity Fund

The Federated Fund was formed for the purpose of acquiring the PNC Fund and continuing the PNC Fund’s investment program with the same portfolio management team. Each Fund invests in a universe of equity securities of international companies. Accordingly, each Fund’s principal investment risks include the risks of investing in such securities, including, for example, risk of foreign investing, risk of investing in emerging market countries, focused investment risk, and risk related to the economy. The following is additional information regarding certain risks of investing in the Funds.

PNC International Equity Fund has principal risk factors regarding active trading and management and operations. Federated International Equity Fund contains similar, but not identical, disclosure regarding active trading and management and operations in other sections of its prospectus.

Federated International Equity Fund has principal counterparty credit, interest rate, and liquidity risks. In addition, Federated International Equity Fund has specific principal risks related to investing in depositary receipts and the Eurozone, whereas PNC International Equity Fund contains similar, but not identical factors as noted in its foreign (non-U.S.) investment risk and country risk.

PNC International Growth Fund Federated International Growth Fund

The Federated Fund was formed for the purpose of acquiring the PNC Fund and continuing the PNC Fund’s investment program with the same portfolio management team. Each Fund invests in a universe of international growth companies. Accordingly, each Fund’s principal investment risks include the risks of investing in such securities, including, for example, risk of foreign investing, risk related to investing for growth, risk of investing in emerging market countries, focused investment risk, and risk related to the economy. The following is additional information regarding certain risks of investing in the Funds.

PNC International Growth Fund has principal risk factors regarding active trading and management and operations. In addition, PNC International Growth Fund has a risk factor on limited operating history due to the fact that the Fund is new and there is a limited history for investors to evaluate. Federated International Growth Fund contains similar, but not identical, disclosure regarding active trading, and management and operations in other sections of its prospectus. Additionally, as Federated International Growth Fund will be the successor to and continue the performance history of PNC International Growth Fund, it does not include a limited operating history risk factor.

Federated International Growth Fund has principal counterparty credit, interest rate, liquidity, and sector risks. In addition, Federated International Equity Fund has specific principal risks related to investing in depositary receipts and the Eurozone, whereas PNC International Growth Fund contains similar, but not identical factors as noted in its foreign (non-U.S.) investment risk and country risk.

PNC Multi-Factor Large Cap Value Fund - Federated MDT Large Cap Value Fund

Each Fund invests in a universe of equity securities of large capitalization value companies using a quantitative process. Accordingly, each Fund’s principal investment risks include the risks of investing in such securities, including, for example, risk related to investing for value, sector risk and risk related to the economy. The following is additional information regarding certain risks of investing in the Funds.

PNC Multi-Factor Large Cap Value Fund has principal risk factors regarding active trading, issuer credit, management and operations, portfolio turnover and foreign investing. Federated MDT Large Cap Value Fund does not contain such principal risks, in part because it does not principally invest in foreign investments. Federated MDT Large Cap Value Fund also discusses the concepts of active trading, management and operations, and portfolio turnover in other sections of its prospectus.

Federated MDT Large Cap Value Fund has principal risks regarding investing in large capitalization companies and the use of a quantitative model, whereas PNC Multi-Factor Large Cap Value Fund considers similar, but not identical, factors in its investments as noted in the management and operational risk.

* * *

As with all mutual funds, there is no guarantee the Funds will achieve their investment objectives. All mutual funds take investment risks. Therefore, it is possible to lose money by investing in the Funds. An investment in any Fund is not insured or guaranteed by any bank or by the Federal Deposit Insurance Corporation or any other government agency.

COMPARISON OF INVESTMENT LIMITATIONS

Each Fund has fundamental investment limitations which cannot be changed without shareholder approval, and non-fundamental investment limitations which may be changed with Board approval but without shareholder approval.

Any differences in the investment limitations between the Federated Funds and the corresponding PNC Funds, including with respect to the Reorganization of PNC Multi-Factor Large Cap Value Fund into Federated MDT Large Cap Value Fund, are outlined below.

The summary below is qualified in its entirety by the description of the fundamental limitations of each Federated Fund and each PNC Fund set forth in Annex E to this Prospectus/Proxy Statement. The limitations for each Federated Fund and each corresponding PNC Fund are substantially similar, although there are certain differences in the language of the applicable investment limitations attributable primarily to the fact that the Federated Funds are part of the Federated “family” of funds and the PNC Funds are part of the PNC “family” of funds.

PNC Emerging Markets Equity Fund - Federated Emerging Markets Equity Fund

Federated Emerging Markets Equity Fund will not make investments that will result in the concentration of its investments in the securities of issuers primarily engaged in the same industry or group of industries. PNC Emerging Markets Equity Fund may invest 25% or more of the value of its total assets in one or more issuers conducting their principal business activities in the same industry if that industry represents 25% or more of the value of the Fund’s benchmark index.

Federated Emerging Markets Equity Fund may not purchase or sell physical commodities, provided that the Fund may purchase securities of companies that deal in commodities. For purposes of this restriction, investments in transactions involving futures contracts and options, forward currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be investments in commodities. PNC Emerging Markets Equity Fund may invest in commodities and commodity contracts of any kind without limitation.

PNC International Equity Fund Federated International Equity Fund

The investment limitations of the PNC International Equity Fund and the Federated International Equity Fund are substantially the same.

PNC International Growth Fund Federated International Growth Fund

Federated International Growth Fund may not purchase or sell physical commodities, provided that the Fund may purchase securities of companies that deal in commodities. For purposes of this restriction, investments in transactions involving futures contracts and options, forward currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be investments in commodities. PNC International Growth Fund may invest in commodities and commodity contracts of any kind without limitation.

PNC Multi-Factor Large Cap Value Fund - Federated MDT Large Cap Value Fund

The investment limitations of the PNC Multi-Factor Large Cap Value Fund and the Federated MDT Large Cap Value Fund are substantially the same.

COMPARATIVE FEE TABLES

Like all mutual funds, the PNC Funds and Federated Funds incur certain expenses in their operations, and, investors pay fees and expenses to buy and hold shares of a Fund.

With respect to Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund, which were recently created for the purpose of acquiring the assets and assuming the liabilities of the corresponding PNC Fund in a Reorganization, the tables below describe (1) the actual fees and expenses for PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund for the fiscal year ended May 31, 2019; (2) the fees and expenses for Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund as stated in each Fund’s prospectus to be dated August 26, 2019; and (3) the anticipated pro forma fees and expenses of the Federated Funds on a combined basis after giving effect to the Reorganizations.

With respect to the Reorganization of PNC Multi-Factor Large Cap Value Fund into Federated MDT Large Cap Value Fund, the tables below describe (1) the actual fees and expenses for PNC Multi-Factor Large Cap Value Fund for the fiscal year ended May 31, 2019; (2) the actual fees and expenses for Federated MDT Large Cap Value Fund for the fiscal period ended April 30, 2019; and (3) the anticipated pro forma fees and expenses of Federated MDT Large Cap Value Fund on a combined basis after giving effect to the Reorganization. Federated MDT Large Cap Value Fund is expected to be the legal, tax and accounting survivor after the Reorganization of PNC Multi-Factor Large Cap Value Fund.

These tables do not include Federated share classes not involved in the Reorganization.

Shareholder Fees

PNC Emerging Markets Equity Fund – Federated Emerging Markets Equity Fund

PNC International Growth Fund – Federated International Growth Fund

		Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)	Maximum Sales Charge (Load ) Imposed on Reinvested Dividends (and other distributions)	Redemption Fee (as a percentage of amount redeemed, if applicable)	Exchange Fee
PNC Funds	A	5.50%¹	1.00%²	N/A	None	N/A
	I	None	None	N/A	None	N/A
	R6	None	None	N/A	None	N/A
Federated Funds	IS	None	None	N/A	None	None

¹ A sales charge is not charged on purchases of Class A Shares in the amount of $1,000,000 or more.

²This 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.

PNC International Equity Fund – Federated International Equity Fund

		Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)	Maximum Sales Charge (Load ) Imposed on Reinvested Dividends (and other distributions)	Redemption Fee (as a percentage of amount redeemed, if applicable)	Exchange Fee
PNC Fund	A	5.50%¹	1.00%²	N/A	None	N/A
	C	None	1.00%³	N/A	None	N/A
	I	None	None	N/A	None	N/A
	R6	None	None	N/A	None	N/A
Federated Fund	A	5.50%	0.00%	None	None	None
	C	None	1.00%	None	None	None
	IS	None	None	None	None	None
	R6	None	None	None	None	None

¹ A sales charge is not charged on purchases of Class A Shares in the amount of $1,000,000 or more.

²This 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.

³A contingent deferred sales charge of 1.00% is charged if an investor redeems Class C Shares within 12 months of the date of purchase.

PNC Multi-Factor Large Cap Value Fund – Federated MDT Large Cap Value Fund

		Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)	Maximum Sales Charge (Load ) Imposed on Reinvested Dividends (and other distributions)	Redemption Fee (as a percentage of amount redeemed, if applicable)	Exchange Fee
PNC Fund	A	5.50%¹	1.00%²	N/A	None	N/A
	C	None	1.00%³	N/A	None	N/A
	I	None	None	N/A	None	N/A
Federated Fund	A	5.50%	0.00%	None	None	None
	C	None	1.00%	None	None	None
	IS	None	None	None	None	None

¹ A sales charge is not charged on purchases of Class A Shares in the amount of $1,000,000 or more.

²This 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.

³A contingent deferred sales charge of 1.00% is charged if an investor redeems Class C Shares within 12 months of the date of purchase.

Annual Fund Operating Expenses

The following charts compare the expense ratios of the Class A, Class C, Class I, and Class R6 Shares of the PNC Funds, against the corresponding expense ratios of the Class A, Class C, Class R6 and Institutional Shares (“IS”) of the Federated Funds, including on a pro forma basis after giving effect to each Reorganization. In accordance with Form N-14, any “fee limits” disclosed in a footnote to the charts below for the Federated Funds (which were taken from the prospectus fee tables) will be in effect for one year from the closing date of this Reorganization.

		Management Fee	Distribution (12b-1) Fee	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and Expense Reimbursement	Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement
PNC Emerging Markets Equity Fund	A	1.00%	0.01%¹	58.58%²	N/A²	59.59%	(58.07%)	1.52%³
	I	1.00%	None	1.32%²	N/A²	2.32%	(1.06%)	1.26%³
	R6	1.00%	None	53.64%²	N/A²	54.64%	(53.39%)	1.25%³
Federated Emerging Markets Equity Fund (Current and Combined Pro Forma)	IS	0.90%	None	0.57%^{4, 5}	0.01%⁵	1.48%	(0.49%)	0.99%⁶

1 The PNC Fund may reimburse expenses incurred by PNC Funds Distributor, LLC (the “Underwriter”) up to a maximum of 0.10% under the Fund’s distribution plan for Class A Shares. The PNC Funds 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 PNC Fund. This commitment continues through September 28, 2019, at which time the PNC Funds Board will determine whether to renew, revise, or discontinue it, except that it may be terminated by the PNC Funds Board at any time.

2 “Other Expenses” include indirect fees and expenses of Acquired Funds that do not exceed 0.01% of the average net assets of the PNC Fund. “Acquired Fund” means any investment company in which the PNC Fund invests or has invested during the period.

3 The PNC Funds Adviser has contractually agreed to waive Management Fees and reimburse or pay certain operating expenses for the PNC Fund to the extent the Fund’s Total Annual Fund Operating Expenses exceed 1.51%, 1.25%, and 1.50% for Class A, Class I, and Class R6 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 September 28, 2019 (January 31, 2020 with respect to Class R6 Shares), at which time the PNC Funds Adviser will determine whether to renew, revise, or discontinue it, except that it may be terminated by the Board at any time. The PNC Funds Adviser can be reimbursed by the Fund for any contractual fee reductions or expense reimbursements if reimbursement to the PNC Funds Adviser (a) occurs within the three years following the year in which the PNC Fund accrues a liability or recognizes a contingent liability with respect to such amounts paid, waived, or reimbursed by the PNC Funds 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 (i) at the time the PNC Funds Adviser paid, waived or reimbursed the amount being repaid by the PNC Fund or (ii) at the time of the reimbursement by the Fund. Any recoupment of fees waived or expenses reimbursed would be subject to the terms of any expense limitation agreement in place at the time of the recoupment.

4 The Federated Fund may incur or charge certain service fees (shareholder services/account administration fees) on its IS class of up to a maximum of 0.25%. No such fees are currently incurred or charged by the IS class of the Fund. The IS class of the Federated Fund will not incur or charge such fees until such time as approved by the Federated Funds Board.

5 Acquired Fund Fees and Expenses and Other Expenses are based on estimated amounts for the current fiscal year.

6 The Federated Funds Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding Acquired Fund Fees and Expenses, tax reclaim recovery expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund’s IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.98% (the “Fee Limit”), up to but not including the later of the “Termination Date”: (a) September 1, 2020; or (b) the date of the Federated Fund’s next effective Prospectus. While the Federated Funds Adviser and its affiliates currently do not anticipate terminating or increasing these additional arrangements prior to the Termination Date, these additional arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Federated Funds Board. If this Reorganization is approved, the Termination Date will be extended to up to, but not including the later of (a) December 1, 2020 or (b) the first day of the month following the one year anniversary of the Closing Date.

		Management Fee	Distribution (12b-1) Fee	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and Expense Reimbursement	Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement
PNC International Equity Fund	A	0.80%	0.03%¹	0.49%²	N/A	1.32%	(0.06%)³	1.26%³
	C	0.80%	0.75%	0.98%²	N/A	2.53%	(0.55%)³	1.98%³
	I	0.80%	None	0.15%²	N/A	0.95%	None	0.95%³
	R6	0.80%	None	0.12%²	N/A	0.92%	(0.02%)³	0.90%³
*Federated International Equity Fund (Current and Combined Pro Forma)*	A	0.85%	0.00%⁴	0.52%⁵	0.01%⁵	1.38%	(0.18%)	1.20%⁷
	C	0.85%	0.75%	0.52%⁵	0.01%⁵	2.13%	(0.18)%	1.95%⁷
	IS	0.85%	None	0.27%^5,6	0.01%⁵	1.13%	(0.18)%	0.95%⁷
	R6	0.85%	None	0.17%⁵	0.01%⁵	1.03%	(0.12%)	0.91%⁷

1 The PNC Fund may reimburse expenses incurred by PNC Funds Distributor, LLC (the “Underwriter”) up to a maximum of 0.10% under the Fund’s distribution plan for Class A Shares. The PNC Funds 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 September 28, 2019, at which time the PNC Funds Board will determine whether to renew, revise, or discontinue it, except that it may be terminated by the PNC Funds Board at any time.

3 The PNC Funds Adviser has contractually agreed to waive Management Fees and reimburse or pay certain operating expenses for the PNC Fund to the extent the Fund’s Total Annual Fund Operating Expenses exceed 1.26%, 1.98%, 0.98%, and 0.90% for Class A, Class C, Class I, and Class R6, 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 September 28, 2019, at which time the PNC Funds Adviser will determine whether to renew, revise, or discontinue it, except that it may be terminated by the PNC Funds Board at any time. The PNC Funds Adviser can be reimbursed by the PNC Fund for any contractual fee reductions or expense reimbursements if reimbursement to the PNC Funds Adviser (a) occurs within the three years following the year in which the PNC Fund accrues a liability or recognizes a contingent liability with respect to such amounts paid, waived, or reimbursed by the PNC Funds 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 (i) at the time the Adviser paid, waived or reimbursed the amount being repaid by the PNC Fund or (ii) at the time of the reimbursement by the Fund. Any recoupment of fees waived or expenses reimbursed would be subject to the terms of any expense limitation agreement in place at the time of the recoupment.

4 The Federated Fund has adopted a Distribution (12b-1) Plan for its Class A Shares pursuant to which the A class of the Fund may incur or charge a Distribution (12b-1) Fee of up to a maximum of 0.05%. No such fee is currently incurred or charged by the A class of the Fund. The A class of the Federated Fund will not incur or charge such a Distribution (12b-1) Fee until such time as approved by the Federated Funds Board.

5 Acquired Fund Fees and Expenses and Other Expenses are based on estimated amounts for the current fiscal year.

6 The Federated Fund may incur or charge certain service fees (shareholder services/account administration fees) on its IS class of up to a maximum of 0.25%. No such fees are currently incurred or charged by the IS class of the Federated Fund. The IS class of the Fund will not incur or charge such fees until such time as approved by the Federated Funds Board.

7 The Federated Funds Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding Acquired Fund Fees and Expenses, tax reclaim recovery expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Federated Fund, if any) paid by the Fund’s A class, C class, IS class and R6 class (after the voluntary waivers and/or reimbursements) will not exceed 1.19%, 1.94%, 0.94% and 0.90% (the “Fee Limit”), respectively, up to but not including the later of the “Termination Date”: (a) September 1, 2020; or (b) the date of the Federated Fund’s next effective Prospectus. While the Federated Funds Adviser and its affiliates currently do not anticipate terminating or increasing these additional arrangements prior to the Termination Date, these additional arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Federated Funds Board. If this Reorganization is approved, the Termination Date will be extended to up to, but not including the later of (a) December 1, 2020 or (b) the first day of the month following the one year anniversary of the Closing Date.

		Management Fee	Distribution (12b-1) Fee	Other Expenses	Acquired Fund Fees and Expenses	Total Annual Fund Operating Expenses	Fee Waiver and Expense Reimbursement	Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement
PNC International Growth Fund	A	0.80%	0.01%¹	24.96%²	N/A	25.77%	(24.65%)³	1.12%³
	I	0.80%	None	2.60%²	N/A	3.40%	(2.54%)³	0.86%³
	R6	0.80%	None	54.82%²	N/A	55.62%	(54.77%)³	0.85%³
Federated International Growth Fund (Current and Combined Pro Forma)	IS	0.75%	None	0.47%^4,5	0.01%⁵	1.23%	(0.38%)	0.85%⁶

3 The PNC Funds Adviser has contractually agreed to waive Management Fees and reimburse or pay certain operating expenses for the Fund to the extent the PNC Fund’s Total Annual Fund Operating Expenses exceed 1.11%, 0.85%, and 0.84% for Class A, Class I, and Class R6 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

September 28, 2019 (January 31, 2020 with respect to Class R6 Shares), at which time the PNC Funds Adviser will determine whether to renew, revise, or discontinue it, except that it may be terminated by the PNC Funds Board at any time. The PNC Funds Adviser can be reimbursed by the PNC 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 PNC Funds 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 (i) at the time the PNC Funds Adviser paid, waived or reimbursed the amount being repaid by the PNC Fund or (ii) at the time of the reimbursement by the PNC Fund. Any recoupment of fees waived or expenses reimbursed would be subject to the terms of any expense limitation agreement in place at the time of the recoupment.

4 The Federated Fund may incur or charge certain service fees (shareholder services/account administration fees) on its IS class of up to a maximum of 0.25%. No such fees are currently incurred or charged by the IS class of the Federated Fund. The IS class of the Fund will not incur or charge such fees until such time as approved by the Federated Funds Board.

5 Acquired Fund Fees and Expenses and Other Expenses are based on estimated amounts for the current fiscal year.

6 The Federated Funds Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding Acquired Fund Fees and Expenses, tax reclaim recovery expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Fund’s IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.84% (the “Fee Limit”), up to but not including the later of the “Termination Date”: (a) September 1, 2020; or (b) the date of the Federated Fund’s next effective Prospectus. While the Federated Funds Adviser and its affiliates currently do not anticipate terminating or increasing these additional arrangements prior to the Termination Date, these additional arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Federated Funds Board. If this Reorganization is approved, the Termination Date will be extended to up to, but not including the later of (a) December 1, 2020 or (b) the first day of the month following the one year anniversary of the Closing Date.

		Management Fee	Distribution (12b-1) Fee	Other Expenses	Total Annual Fund Operating Expenses	Fee Waiver and Expense Reimbursement	Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement
PNC Multi-Factor Large Cap Value Fund	A	0.55%	0.03%¹	0.73%	1.31%	(0.38%)	0.93%²
	C	0.55%	0.75%	4.21%	10.86%	(9.21%)	1.65%²
	I	0.55%	None	0.39%	0.94%	(0.29%)	0.65%²
Federated MDT Large Cap Value Fund	A	0.69%	0.00%³	0.51%	1.20%	(0.21)%⁴	0.99%
	C	0.69%	0.75%	0.54%	1.98%	(0.17)%⁴	1.81%
	IS	0.69%	None	0.27%	0.96%	(0.19)%⁴	0.77%
*Federated MDT Large Cap Value Fund (Combined Pro Forma)*	A	0.69%	0.00%³	0.50%	1.19%	(0.20)%⁴	0.99%
	C	0.69%	0.75%	0.53%	1.97%	(0.16)%⁴	1.81%
	IS	0.69%	None	0.26%	0.95%	(0.18)%⁴	0.77%

1 The PNC Fund may reimburse expenses incurred by PNC Funds Distributor, LLC (the “Underwriter”) up to a maximum of 0.10% under the PNC Fund’s 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 September 28, 2019, at which time the PNC Fund’s Board will determine whether to renew, revise, or discontinue it, except that it may be terminated by the PNC Funds Board at any time.

2 The PNC Funds Adviser has contractually agreed to waive Management Fees and reimburse or pay certain operating expenses for the Fund to the extent the PNC Fund’s Total Annual Fund Operating Expenses exceed 0.93%, 1.65%, and 0.65% for Class A, Class C, and Class I 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 September 28, 2019, at which time the PNC Funds Adviser will determine whether to renew, revise, or discontinue it, except that it may be terminated by the PNC Funds Board at any time. The PNC Funds Adviser can be reimbursed by the Fund for any contractual fee reductions or expense reimbursements if reimbursement to the PNC Funds Adviser (a) occurs within the three years following the year in which the PNC Fund accrues a liability or recognizes a contingent liability with respect to such amounts paid, waived, or reimbursed by the PNC Funds 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 (i) at the time the PNC Funds Adviser paid, waived or reimbursed the amount being repaid by the Fund or (ii) at the time of the reimbursement by the PNC Fund. Any recoupment of fees waived or expenses reimbursed would be subject to the terms of any expense limitation agreement in place at the time of the recoupment.

3The Federated Fund has adopted a Distribution (12b-1) Plan for its Class A Shares pursuant to which the A class of the Fund may incur or charge a Distribution (12b-1) Fee of up to a maximum of 0.05%. No such fee is currently incurred or charged by the A class of the Fund. The A class of the Federated Fund will not incur or charge such a Distribution (12b-1) Fee until such time as approved by the Federated Funds Board.

4 The Federated Funds Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. Total annual fund operating expenses (excluding acquired fund fees and expenses, interest expense, extraordinary expenses, and proxy-related expenses, paid by the Fund, if any) paid by the Federated Fund’s A class, C class, and IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.98%, 1.80%, and 0.76% (the “Fee Limit”), respectively, up to but not including the later of the “Termination Date”: (a) January 1, 2020; or (b) the date of the Federated Fund’s next effective Prospectus. While the Federated Funds Adviser and its affiliates currently do not anticipate terminating or increasing these additional arrangements prior to the Termination Date, these additional arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Federated Funds Board. If this Reorganization is approved, the Termination Date will be extended to up to, but not including the later of (a) December 1, 2020 or (b) the first day of the month following the one year anniversary of the Closing Date.

Expense Example

These Examples are intended to help compare the cost of investing in each Fund with the cost of investing in other mutual funds. The Examples assume that an investor invests $10,000 for the time periods indicated and then redeems all Shares at the end of those periods. Expenses assuming no redemption are also shown for Class C shares. The Examples also assume that an investment has a 5% return each year and that operating expenses are as shown in the corresponding table above and remain the same. Any applicable fee waiver and expense reimbursement or any applicable contractual limitation on Distribution (12b-1) Fees for Class A Shares of the PNC Funds are reflected only in the one-year period below. Although actual costs and returns may be higher or lower, based on these assumptions an investor’s costs would be:

		1 Year	3 Years	5 Years	10 Years
PNC Emerging Markets Equity Fund	A	$696	$6,858	$8,124	$8,445
	I	$127	$623	$1,144	$2,574
	R6	$127	$6,536	$8,161	$8,695
Federated Emerging Markets Equity Fund	IS	$151	$468	$808	$1,768

		1 Year	3 Years	5 Years	10 Years
PNC International Equity Fund	A	$671	$954	$1,257	$2,116
	C (with redemption)	$301	$735	$1,296	$2,824
	C (without redemption)	$201	$735	$1,296	$2,824
	I	$97	$303	$525	$1,166
	R6	$92	$291	$507	$1,129
Federated International Equity Fund	A	$683	$963	$1,264	$2,116
	C (with redemption)	$316	$667	$1,144	$2,462
	C (without redemption)	$216	$667	$1,144	$2,462
	IS	$115	$359	$622	$1,375
	R6	$105	$328	$569	$1,259

		1 Year	3 Years	5 Years	10 Years
PNC International Growth Fund	A	$658	$4,731	$7,282	$10,231
	I	$88	$807	$1,550	$3,513
	R6	$87	$6,550	$8,126	$8,619
Federated International Growth Fund	IS	$125	$390	$676	$1,489

		1 Year	3 Years	5 Years	10 Years
PNC Multi-Factor Large Cap Value Fund	A	$641	$922	$1,224	$2,080
	C (with redemption)	$268	$2,283	$4,157	$7,963
	C (without redemption)	$168	$2,283	$4,157	$7,963
	I	$66	$271	$492	$1,128
Federated MDT Large Cap Value Fund	A	$666	$910	$1,173	$1,925
	C (with redemption)	$301	$621	$1,068	$2,306
	C (without redemption)	$201	$621	$1,068	$2,306
	IS	$98	$306	$531	$1,178
*Federated MDT Large Cap Value Fund (Pro Forma)*	A	$665	$907	$1,168	$1,914
	C (with redemption)	$300	$618	$1,062	$2,296
	C (without redemption)	$200	$618	$1,062	$2,296
	IS	$97	$303	$525	$1,166

PORTFOLIO TURNOVER

Each 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 and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect each Fund’s performance. During the most recent fiscal year, each Fund’s portfolio turnover rate was the following percentage of the average value of its portfolio:

Fund	Percentage of the Average Value of the Fund’s Portfolio
PNC Emerging Markets Equity Fund*	34%
PNC International Equity Fund*	28%
PNC International Growth Fund*	54%
PNC Multi-Factor Large Cap Value Fund	128%
Federated MDT Large Cap Value Fund	95%

* No portfolio turnover information is included for the corresponding Federated Fund because the Federated Fund has not yet commenced investment operations.

COMPARISON OF POTENTIAL RISKS AND REWARDS; PERFORMANCE INFORMATION

The bar charts and tables below reflect historical performance data for each Fund and are intended to help analyze each Fund’s investment risks in light of its historical returns. The bar chart shows the variability of the total returns of a specified class of each Fund on a calendar year-by-year basis. Each bar chart shows changes in the performance of only the specified class and does not reflect the payment of any sales charges or recurring shareholder account fees, if applicable. If these charges or fees are applicable to a class and had been included, the returns shown would have been lower.

The Average Annual Total Return tables show returns for each class involved in the Reorganizations averaged over the stated periods, and includes comparative performance information. The tables show each Fund’s average annual total returns for the one year, five year and ten year calendar periods (or since inception). These figures assume reinvestment of dividend distributions. In addition to Return Before Taxes, Return After Taxes is shown for the specified class of each Fund to illustrate the effect of federal taxes on Fund returns. After-tax returns are shown only for the specified class, and after-tax returns for other classes of a Fund will differ from those shown. Actual after-tax returns depend on each investor’s personal tax situation, and are likely to differ from those shown. After-taxes returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. These after-tax returns do not reflect the effect of any applicable state and local taxes. After-tax returns are not relevant to investors holding Shares through a 401(k) plan, an Individual Retirement Account or other tax-advantaged investment plans.

Because Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund have not yet commenced investment operations and will only do so upon completion of the Reorganization, historical performance information for each such Fund is expected to be that of the corresponding PNC Fund, as the accounting and tax survivor of each respective Reorganization. The historical performance information of PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund has not been adjusted.

The Funds’ performance will fluctuate, and past performance (before and after taxes) is no guarantee of future results.

Updated information on the PNC Funds’ performance can be obtained by visiting www.pncfunds.com or by calling 1-800-622-3863.

Updated performance information for the Federated Funds is available under the “Products” section at FederatedInvestors.com or by calling 1-800-341-7400.

PNC Emerging Markets Equity Fund -- Federated Emerging Markets Equity Fund, the Predecessor Fund of Federated Emerging Markets Equity Fund

Risk/Return Bar Chart and Table for PNC Emerging Markets Equity Fund

The Federated Fund is the successor to the PNC Emerging Markets Equity Fund (“Predecessor Fund”), pursuant to a reorganization that is expected to be completed on or about the close of business on November 15, 2019. Prior to that date, the Fund will have had no investment operations. Accordingly, the performance information, in this prospectus for periods prior to November 15, 2019 is historical information for the Predecessor Fund. The Predecessor Fund was managed by PNC Capital Advisors, LLC and had substantially identical investment objectives and strategies as the Fund.

Because Class A Shares commenced operations on August 1, 2018, total return information is not yet available for a full calendar year and no performance information for Class A Shares is provided below. Annual returns for Class A Shares would differ from those shown for Class I Shares only to the extent that Class A Shares and Class I Shares have different expenses and sales loads.

Because Class R6 Shares of the Fund had not commenced operations as of the calendar year ended December 31, 2018, total return information is not yet available for a full calendar year and no performance information for Class R6 Shares is provided below. Annual returns for Class R6 Shares would differ from those shown for Class I Shares only to the extent that Class R6 Shares and Class I Shares have different expenses and sales loads.

Best Quarter 4.70% (3/31/18)

Worst Quarter (12.88)% (12/31/18)

The Fund’s year-to-date total return for Class I Shares through June 30, 2019 was 15.01%.

Average Annual Total Returns for PNC Emerging Markets Equity Fund, the Predecessor Fund of Federated Emerging Markets Equity Fund for Period Ended December 31, 2018.

		1 Year	Since Inception (3/31/17)
PNC Emerging Markets Equity Fund	I (returns before taxes)	(22.16)%	3.65%
	I (returns after taxes on distributions)	(22.38)%	3.43%
	I (returns after taxes on distributions and sale of fund shares)	(12.71)%	2.92%
	MSCI Emerging Markets Index¹	(14.58)%	2.95%

The MSCI Emerging Markets Index is designed to measure the performance of growth companies within developed and emerging equity markets, excluding the U.S. and frontier markets.

PNC International Equity Fund Federated International Equity Fund

The Federated Fund is the successor to the PNC International Equity Fund (“Predecessor Fund”), pursuant to a reorganization that is expected to be completed on or about the close of business on November 15, 2019. Prior to that date, the Fund will have had no investment operations. Accordingly, the performance information, in this prospectus for periods prior to November 15, 2019 is historical information for the Predecessor Fund. The Predecessor Fund was managed by PNC Capital Advisors, LLC, was subadvised by Polaris Capital Management, LLC, and had substantially identical investment objectives and strategies as the Fund.

Because Class R6 Shares commenced operations on June 11, 2018, total return information is not yet available for a full calendar year and no performance information for Class R6 Shares is provided below. Annual returns for Class R6 Shares would differ from those shown for Class I Shares only to the extent that Class R6 shares and Class I shares have different expenses.

Prior to October 31, 2013, GE Asset Management Incorporated (“GEAM”) served as a sub-adviser to a portion of the Fund’s assets. Performance information shown for periods prior to October 31, 2013 reflects the performance of the portion of the Fund previously managed by GEAM.

Risk/Return Bar Chart and Table for PNC International Equity Fund, the Predecessor Fund of Federated International Equity Fund

Best Quarter 29.75% (6/30/09)

Worst Quarter (21.73)% (9/30/11)

The Fund’s year-to-date total return for Class I Shares through June 30, 2019 was 14.37 %.

Average Annual Total Returns for PNC International Equity Fund, the Predecessor Fund of Federated International Equity Fund for Period Ended December 31, 2018.

		1 Year	5 Years	10 Years
PNC International Equity Fund	I (returns before taxes)	(12.54)%	2.34%	9.70%
	I (returns after taxes on distributions)	(12.97)%	2.05%	9.48%
	I (returns after taxes on distributions and sale of fund shares)	(6.81)%	1.89%	8.10%
	A (returns before taxes)	(17.54)%	0.89%	8.76%
	C (returns before taxes)	(14.25)%	1.37%	8.63%
	MSCI ACWI ex USA Index¹	(14.20)%	0.68%	6.57%

The MSCI ACWI ex USA Index, and unmanaged index capturing larger, mid-and small-cap representation across all 22 of 23 Developed Markets countries (excluding the United States) and 24 Emerging Markets countries.

PNC International Growth Fund Federated International Growth Fund

The Federated Fund is the successor to the PNC International Growth Fund (“Predecessor Fund”), pursuant to a reorganization that is expected to be completed on or about the close of business on November 15, 2019. Prior to that date, the Fund will have had no investment operations. Accordingly, the performance information, in this prospectus for periods prior to November 15, 2019 is historical information for the Predecessor Fund. The Predecessor Fund was managed by PNC Capital Advisors, LLC and had substantially identical investment objectives and strategies as the Fund.

Because Class R6 Shares of PNC International Growth Fund had not commenced operations as of the calendar year ended December 31, 2018, total return information is not yet available for a full calendar year, and no performance information for Class R6 Shares is provided below.

Risk/Return Bar Chart and Table for PNC International Growth Fund, the Predecessor Fund of Federated International Growth Fund

Best Quarter 10.98% (3/31/17)

Worst Quarter (15.66)% (12/31/18)

The Fund’s year-to-date total return for Class I Shares through June 30, 2019 was 18.05%.

Average Annual Total Returns for PNC International Growth Market Fund, the Predecessor Fund of Federated International Growth Fund for Period Ended December 31, 2018.

		1 Year	5 Years	10 Years
PNC International Growth Fund	I (returns before taxes)	(13.25)%	N/A¹	N/A¹
	I (returns after taxes on distributions)¹	(16.06)%	N/A²	N/A²
	I (returns after taxes on distributions and sale of fund shares) ¹	(5.72)%	N/A³	N/A³
	A (returns before taxes)	(18.22)%	N/A⁴	N/A⁴
	MSCI AWCI ex USA Growth Index⁵	(14.43)%	N/A⁶	N/A⁶

Performance is 8.87%, which represents performance since inception 2/29/2016.

Performance is 7.47%, which represents performance since inception 2/29/2016.

Performance is 6.97%, which represents performance since inception 2/29/2016.

Performance is 6.57%, which represents performance since inception 2/29/2016.

The MSCI All Country World (ACWI) ex USA Growth Index is designed to measure the performance of growth companies within developed and emerging equity markets, excluding the U.S and frontier markets.

Performance is 7.30% which represents performance since inception 2/29/2016.

PNC Multi-Factor Large Cap Value Fund - Federated MDT Large Cap Value Fund

Risk/Return Bar Chart and Table for PNC Multi-Factor Large Cap Value Fund

PNC Multi-Factor Large Cap Value Fund’s performance prior to March 31, 2017 reflects returns achieved pursuant to different principal investment strategies and investment processes, which included fundamental analysis. Accordingly, performance information prior to that date reflects the results of the previous investment strategies and investment processes. If the Fund’s current investment strategies and investment processes had been in place for the prior period, the performance information shown would have been different.

Best Quarter 14.74% (6/30/09)

Worst Quarter (14.29)% (9/30/11)

The Fund’s year-to-date total return for Class I Shares through June 30, 2019 was 15.57%.

Risk/Return Bar Chart and Table for Federated MDT Large Cap Value Fund

The Fund is the legal entity successor to a predecessor fund of the same name (the “MDT Predecessor Fund”) pursuant to a tax-free reorganization involving the Fund, the MDT Predecessor Fund and Federated Clover Value Fund. The MDT Predecessor Fund was also managed by the Federated Funds Adviser. The MDT Predecessor Fund was the accounting and tax survivor of the previous reorganization.

The MDT Predecessor Fund’s A class commenced operations on May 1, 2014. For the periods prior to the commencement of operations of the A class, the performance information shown below is for the MDT Predecessor Fund’s SS class. The performance of the SS class has not been adjusted, except for sales charges, to reflect the expenses applicable to the A class since the A class has the same net expense ratio as the SS class. The performance of the SS class has been adjusted to remove any voluntary waiver of Fund expenses related to the SS class that may have occurred during the periods prior to the commencement of operations of the A class. The MDT Predecessor Fund’s IS class commenced operations on January 29, 2010. For the period prior to the commencement of operations of the IS class, the performance information shown below is for the MDT Predecessor Fund’s SS class. The performance of the SS class has not been adjusted to reflect the expenses applicable to the IS class since the IS class has a lower expense ratio than the expense ratio of the SS class. The performance of the SS class has been adjusted to remove any voluntary waiver of Fund expenses related to the SS class that may have occurred during the period prior to the commencement of operations of the IS class. The MDT Predecessor Fund’s Class R6 Shares commenced operations on June 29, 2016. For the periods prior to the commencement of operations of the MDT Predecessor Fund’s R6 class, the performance information shown below is for the MDT Predecessor Fund’s SS class. The performance of the SS class has not been adjusted to reflect the expenses applicable to the R6 class since the R6 class has a lower expense ratio than the expense ratio of the SS class. The performance of the SS class has been adjusted to remove any voluntary waiver of Fund expenses related to the SS class that may have occurred during the periods prior to the commencement of operations of the R6 class.

The Fund’s C class commenced operations on December 8, 2017. The MDT Predecessor Fund did not have corresponding C class. For the periods prior to the commencement of operations of the C class, the performance information shown below is for the MDT Predecessor Fund’s SS class. The performance of the SS class has not been adjusted to reflect the higher expenses applicable to the C class. The C class and the SS class are invested in the same portfolio of securities and the annual returns will differ only to the extent that the classes do not have the same expenses. It is anticipated that the expense ratios of the C class will be higher than the expense ratio of the SS class; accordingly, the actual performance of the C class is anticipated to be lower than the performance of the SS class.

The Fund’s SS class total return for the six-month period from January 1, 2019 to June 30, 2019, was 14.75%. Within the periods shown in the bar chart, the Fund’s SS class highest quarterly return was 16.69% (quarter ended June 30, 2009). Its lowest quarterly return was (19.13)% (quarter ended September 30, 2011).

Average Annual Total Returns for PNC Multi-Factor Large Cap Value Fund and for Federated MDT Large Cap Value for Period Ended December 31, 2018.

		1 Year	5 Years	10 Years
PNC Multi-Factor Large Cap Value Fund	I (returns before taxes)	(14.16)%	3.82%	8.99%
	I (returns after taxes on distributions)	(14.46)%	3.49%	8.68%
	I (returns after taxes on distributions and sale of fund shares)	(8.12)%	2.96%	7.38%
	A (returns before taxes)	(19.02)%	2.43%	8.11%
	C (returns before taxes)	(15.85)%	2.96%	8.00%
	Russell 1000 Value Index¹	(8.27)%	5.95%	11.18%
Federated MDT Large Cap Value Fund	IS (returns before taxes)	(7.22)%	5.90%	11.60%
	IS (returns after taxes on distributions)	(10.09)%	3.34%	9.39%
	IS (returns after taxes on distributions and sale of fund shares)	(3.63)%	4.02%	9.07%
	A (returns before taxes)	(12.53)%	4.49%	10.76%
	C (returns before taxes)	(9.04)%	4.82%	10.49%
	Russell 1000 Value Index¹	(8.27)%	5.95%	11.18%
	Morningstar Large Value Funds Average²	(8.53)%	5.37%	10.91%

The Russell 1000® Value Index measures the performance of the large-cap value segment of the U.S. equity universe.

Morningstar figures represent the average of the total returns reported by all the mutual funds designated by Morningstar as falling into the respective category indicated. They do not reflect sales charges.

PORTFOLIO MANAGERS

Information about the portfolio managers who are primarily responsible for overseeing each of PNC Emerging Markets Equity Fund, PNC International Equity Fund, PNC International Growth Fund, PNC Multi-Factor Large Cap Value Fund, Federated Emerging Markets Equity Fund, Federated International Equity Fund, Federated International Growth Fund and Federated MDT Large Cap Value Fund’s investments is shown below. Each Fund’s SAI provides additional information about the portfolio managers, including information relating to each portfolio manager’s compensation, other accounts managed by each portfolio manager and each portfolio manager’s ownership of securities in each Fund.

PNC Emerging Markets Equity Fund and Federated Emerging Markets Equity Fund

The portfolio management team is not expected to change as a result of the Reorganization.

Name	Years as Member of Fund’s Portfolio Management Team	Title
Martin C. Schulz	2	Managing Director
Calvin Y. Zhang	2	Senior Analyst/Portfolio Manager

PNC International Equity Fund and Federated International Equity Fund

The portfolio management team is not expected to change as a result of the Reorganization.

Name	Years as Member of Fund’s Portfolio Management Team	Title
Martin C. Schulz	21	Managing Director
Calvin Y. Zhang	11	Senior Analyst/Portfolio Manager
Polaris
Bernard R. Horn, Jr.	14	President and Chief Investment Officer
Sumanta Biswas, CFA	14	Assistant Portfolio Manager
Bin Xiao, CFA	7	Assistant Portfolio Manager
Jason Crawshaw	5	Assistant Portfolio Manager

PNC International Growth Fund and Federated International Growth Fund

The portfolio management team is not expected to change as a result of the Reorganization.

Name	Years as Member of Fund’s Portfolio Management Team	Title
Martin C. Schulz	3	Managing Director
Calvin Y. Zhang	3	Senior Analyst/Portfolio Manager

PNC Multi-Factor Large Cap Value Fund

Name	Years as Member of Fund’s Portfolio Management Team	Title
Douglas J. Roman, CFA, CMY	6	Managing Director
Mark W. Batty, CFA	6	Senior Portfolio Manager
Michael Coleman	2	Portfolio Manager

Federated MDT Large Cap Value Fund

Name	Years as Member of Fund’s Portfolio Management Team	Title
Daniel J. Mahr	10*	Managing Director of Research
Frederick L. Konopka	10*	Portfolio and Trading Manager
John Paul Lewicke	5*	Research Manager
Damien Zhang	1	Research Manager

*Includes years as a member of the portfolio management team of a predecessor fund of the same name.

Federated Funds Portfolio Managers

Sumanta Biswas, CFA, Assistant Portfolio Manager, has been the Fund's portfolio manager since November 2019. Mr. Biswas previously served as the Predecessor Fund's portfolio manager since 2005. Mr. Biswas is primarily responsible for research and assisting in management of the international value component of the Fund. He has been with the Sub-Adviser since 1995; and has managed investment portfolios since 2003. Education: M.S., Finance, Boston College; Diploma in Business Finance, Institute of CFAs of India, India; M.B.A., Calcutta University, Calcutta, India; Bachelor of Engineering, North Bengal University, India.

Jason Crawshaw, Assistant Portfolio Manager, has been the Fund's portfolio manager since November 2019. Mr. Crawshaw previously served as the Predecessor Fund's portfolio manager since 2014. Mr. Crawshaw is primarily responsible for research and assisting in management of the international value component of the Fund. He has been with the Sub-Adviser since 2014; and has managed investment portfolios since 2000. Education: M.B.A., University of Notre Dame; Bachelor of Arts, Middlebury College.

Bernard R. Horn, Jr, Chief Investment Officer, has been the Fund's portfolio manager since November 2019. Mr. Horn previously served as the Predecessor Fund's portfolio manager since 2005. Mr. Horn is primarily responsible for the day-to-day management of the international value component of the Fund. He founded the Sub-Adviser in 1995; and has managed investment portfolios since 1980. Education: S.M. Management/Finance, Alfred P. Sloan School of Management, M.I.T.; B.S. Business Admin. /Finance, Northeastern University.

Frederick L. Konopka, CFA joined the Investment Team in 1997 and managed a predecessor fund of the same name since April 2009. As Portfolio and Trading Manager, Mr. Konopka is responsible for the ongoing implementation of the investment model including trading impact evaluation and implementation. Education: A.B., Dartmouth College; M.S., MIT Sloan School of Management.

John Paul Lewicke joined the Investment Team in 2007 and managed a predecessor fund of the same name since September 2014. As Research Manager, Mr. Lewicke is responsible for ongoing evaluation and enhancement of the investment model, including software code design and development. Education: A.B Dartmouth College.

Daniel J. Mahr, CFA joined the Investment Team in 2002 and managed a predecessor fund of the same name since April 2009. As Managing Director, Research, Mr. Mahr is responsible for leading the Investment Team as it relates to the ongoing design, development and implementation of the investment model. Education: A.B., Harvard College; S.M., Harvard University.

Martin C. Schulz, Managing Director, has been the Fund's portfolio manager since November 2019. Mr. Schulz previously served as the Predecessor Fund's portfolio manager since inception in March 2017. Mr. Schulz leads the Fund's international equity team responsible for international core, international growth and emerging market strategies. He has specific research coverage responsibility for Europe, formulates all investment strategy, and maintains final authority over all investment decisions. He has been with Federated since 2019; and has managed investment portfolios since 1995. Education: B.A., Cornell University; M.B.A. and J.D., George Washington University; Master of Strategic Studies from the U.S. Army War College.

Bin Xiao, CFA, Assistant Portfolio Manager, has been the Fund's portfolio manager since November 2019. Mr. Xiao previously served as the Predecessor Fund's portfolio manager since 2013. Mr. Xiao is primarily responsible for research and assisting in management of the international value component of the Fund. He has been with the Sub-Adviser since 2006; and has managed investment portfolios since 2005. Education: M.B.A., Alfred P. Sloan School of Management, M.I.T., M.S., Rochester Institute of Technology; Bachelor of Engineering, Beijing Institute of Technology.

Calvin Y. Zhang, Senior Analyst/Portfolio Manager, has been the Fund's portfolio manager since November 2019. Mr. Zhang previously served as the Predecessor Fund's portfolio manager since inception in March 2017. Mr. Zhang is primarily responsible for research and analysis on all Asian securities. He has been with Federated since 2019; and has managed investment portfolios since 2005. Education: B.A., South China University of Technology; M.B.A., University of Rochester.

Damien Zhang, CFA, joined the Investment Team in 2009. Mr. Zhang is a Research Manager and is responsible for ongoing evaluation and enhancement of the investment model, including software code design and development. Education: A.B., Princeton University.

FINANCIAL HIGHLIGHTS

The Financial Highlights for the PNC Funds and the Federated MDT Large Cap Value Fund are included as Annex F to this Prospectus/Proxy Statement. The Financial Highlights will help you understand each Fund’s financial performance for its past five fiscal years. Some of the information is presented on a per-share basis. Total returns represent the rate an investor would have earned (or lost) on an investment in a Fund, assuming reinvestment of any dividends and capital gains.

The fiscal year end of the PNC Funds is May 31. The financial highlights for the fiscal year ended May 31, 2019 for the PNC Funds have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report, along with the PNC Fund’s audited financial statements is included in the PNC Funds’ Annual Report.

The fiscal year end for Federated MDT Large Cap Value Fund is October 31. The financial highlights for the fiscal year ended October 31, 2018 for the Federated MDT Large Cap Value Fund have been audited by KPMG LLP, an independent registered public accounting firm, whose report, along with the Federated MDT Large Cap Value Fund’s audited financial statements is included in the Federated MDT Large Cap Value Fund’s Annual Report. The financial highlights for Federated MDT Large Cap Value Fund for the fiscal period ended April 30, 2019 are unaudited.

As noted above, Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund have not yet commenced investment operations. As the first fiscal year of each of these Funds will end May 31, 2020, audited financial information is not yet available as of the date of this Prospectus/Proxy Statement. It is anticipated that each of Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund will be the legal survivors of the Reorganization. It is anticipated that PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund will each be the accounting and tax survivors of each respective Reorganization. Because Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund have not yet commenced investment operations and will only do so upon completion of the Reorganization, each such Fund is expected to adopt and continue the financial highlights of the corresponding PNC Fund.

INVESTMENT ADVISER

PNC Funds

PNC Capital Advisors, LLC (the “PNC Funds Adviser”) is the investment adviser to the PNC Funds and is located at One East Pratt Street – 5th Floor, Baltimore, MD 21202. As of June 30, 2019, the Adviser had approximately $54.3 billion in assets under management.

Polaris Capital Management, LLC is currently the sub-adviser for PNC International Equity Fund and is located at 121 High Street, Boston, MA 02110. As of June 30, 2019, the Sub-Adviser had approximately $13.4 million in assets under management.

The PNC Funds Adviser makes investment decisions for the Funds and continuously reviews, supervises and administers each Fund’s investment program. The PNC Funds Board supervises the PNC Funds Adviser and establishes policies that the PNC Funds Adviser must follow in its management activities. The PNC Funds Adviser utilizes a team approach for management of the Funds. No one person is primarily responsible for managing the Funds or making investment recommendations to the team.

Federated Funds

Federated Global Investment Management Corp. (the “Federated Funds Adviser”) is the investment adviser for Federated Emerging Markets Equity Fund, Federated International Equity Fund and Federated International Growth Fund. Federated MDTA LLC is the investment adviser for the Federated MDT Large Cap Value Fund. Each Federated Funds Adviser manages each respective Federated Fund’s assets, including buying and selling portfolio securities. In addition, Federated Advisory Services Company (FASC), an affiliate of each Federated Funds Adviser, provides security and market data and certain other support services to the Federated Funds. The fee for FASC’s services is paid by each Federated Funds Adviser and not by the Federated Funds. The address of Federated Global Investment Management Corp. is 101 Park Avenue, 41st Floor, New York, NY 10178. The address of Federated MDTA LLC is 125 High Street, Oliver Tower, 21st Floor, Boston, MA 02110-2704. The address of FASC is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.

The Federated Funds Adviser has delegated to Polaris, located as 121 High Street, Boston, MA 02110, the responsibility for providing portfolio management services to a portion of Federated International Equity Fund’s assets. Federated Funds Adviser has allocated the Federated Fund’s assets among a growth strategy (“International Growth Component”) and a value strategy (“International Value Component”). The Federated Funds Adviser manages the International Growth Component. Polaris furnishes investment advisory services to the International Value Component. As of June 30, 2019, Polaris had approximately $13.4 million in assets under management.

The Federated Funds Adviser and other subsidiaries of Federated collectively advise approximately 130 equity, fixed-income and money market mutual funds (including sub-advised funds) as well as a variety of other pooled investment vehicles, private investment companies and customized separately managed accounts (including non-U.S./offshore funds) which totaled approximately $502.2 billion in assets as of June 30, 2019.

Federated was established in 1955 and is one of the largest investment managers in the United States with approximately 1,900 employees. Federated provides investment products to approximately 10,000 investment professionals and institutions.

The Federated Funds Advisers, on behalf of Federated Emerging Markets Fund, Federated International Equity Fund and Federated International Growth Fund, and as authorized by the sole initial shareholder of each Fund, has applied for and intends to rely upon an order from the Securities and Exchange Commission (SEC) that will permit the Federated Funds Advisers, subject to approval by the Board of Trustees, to appoint a sub-adviser or change the terms of a subadvisory agreement without obtaining shareholder approval. Once received, the Funds would be permitted to rely upon the SEC order to change sub-advisers, or the fees paid to a sub-adviser, without the expense and delays associated with obtaining shareholder approval of the change. This order does not, however, permit the Federated Funds Advisers to increase the aggregate advisory fee rate of a Fund without the approval of the shareholders. Shareholders of PNC Emerging Markets Fund, PNC International Equity Fund, and PNC International Growth Fund, including in their ultimate capacities as shareholders of the corresponding Federated Funds, will not be asked to vote on this matter.

INVESTMENT ADVISORY FEES AND OTHER FEES/EXPENSES

The PNC Funds and the Federated Funds pay certain affiliated and non-affiliated service providers fees as described below. The Funds and their affiliated service providers may also pay fees as described below to certain affiliates or to financial intermediaries (such as broker-dealers, banks, investment adviser or third-party administrators) whose customers are shareholders of the Funds. For additional information regarding the fees paid by the Funds, please see the section entitled “Summary – Comparative Fee Tables” in this Prospectus/Proxy Statement.

Investment Advisory Fees

PNC Funds - Federated Funds

The PNC Funds and the Federated Funds pay PNC Capital Advisors, LLC and the Federated Funds Advisers, respectively, management fees as follows:

PNC Fund	Advisory Fee	Federated Fund	Advisory Fee
PNC Emerging Markets Equity Fund	1.00%	Federated Emerging Markets Equity Fund	0.90%
PNC International Equity Fund	0.80%	Federated International Equity Fund	0.85%
PNC International Growth Fund	0.80%	Federated International Growth Fund	0.75%
PNC Multi-Factor Large Cap Value Fund	0.55%	Federated MTD Large Cap Value Fund	See advisory fee breakpoints below.

Federated MDT Large Cap Value Fund pays Federated MDTA LLC a management fee as follows:

Federated Fund

Advisory Fee

Federated MDT Large Cap Value Fund

0.750% on the first $500 million in assets;

0.675% for second $500 million in assets;

0.600% for third $500 million in assets;

0.525% for fourth $500 million in assets;

0.400% on assets over $2 billion

The PNC Funds Adviser has contractually agreed to certain expense limitations as described in the corresponding footnotes to the “Annual Fund Operating Expenses” table found in the “Fund Fees and Expenses” section of each applicable PNC Fund’s Prospectus.

The Federated Funds Advisers and certain of their affiliates have also agreed to certain “Fee Limits” as described in the corresponding footnotes to the “Risk/Return Summary: Fees and Expenses” table found in the “Fund Summary” section of each Federated Fund’s Prospectus.

A discussion regarding the basis for each Fund’s Board of Trustees approving any investment advisory contract of the Fund is available in the Fund’s annual or semi-annual report to shareholders, as applicable.

Rule 12b-1 Plan

PNC Funds

PNC Fund	A	C	I	R6
PNC Emerging Markets Equity Fund	0.01%	N/A	None	None
PNC International Equity Fund	0.03%	0.75%	None	None
PNC International Growth Fund	0.01%	N/A	None	None
PNC Multi-Factor Large Cap Value Fund	0.03%	0.75%	None	N/A

Each PNC Fund has adopted separate distribution plans with respect to Class A and Class C, pursuant to Rule 12b-1 under the 1940 Act, that allow each Fund to pay distribution fees for the sale and distribution of its shares. Because these fees are paid out of a Fund’s assets continuously, over time these fees will increase the cost of an investment and may cost more than paying other types of sales charges.

Each PNC Fund is permitted to pay up to 0.10% as a percentage of average daily net assets for distribution fees on Class A Shares. The PNC Funds Board has approved a contractual commitment whereby actual distribution fees for Class A Shares are limited to no more than (i) 0.01% with respect to PNC Emerging Markets Equity Fund and PNC International Growth Fund; and (ii) 0.03% with respect to each other PNC Fund. This commitment continues through September 28, 2019, at which time the PNC Funds Board will determine whether to renew, revise, or discontinue it, except that it may be terminated by the PNC Funds Board at any time.

Distribution fees for Class C Shares, as a percentage of average daily net assets, are 0.75% for each Fund offered in this prospectus.

Federated Funds

Federated Fund	A	C	IS	R6
Federated Emerging Markets Equity Fund	N/A	N/A	None	N/A
Federated International Equity Fund	0.00%	0.75%	None	None
Federated International Growth Fund	N/A	N/A	None	N/A
Federated MDT Large Cap Value Fund	0.00%	0.75%	None	N/A

The Federated Funds Board has adopted a Rule 12b-1 Plan, which allows payment of marketing fees of up to 0.05% for A class and 0.75% for C class of average net assets to Federated Securities Corp. (the “Distributor”) for the sale, distribution, administration and customer servicing of the Federated Fund’s A class and C class. When the Distributor receives Rule 12b-1 Fees, it may pay some or all of them to financial intermediaries whose customers purchase Shares. The Federated Fund’s A class has no present intention of paying, accruing or incurring any Rule 12b-1 Fees until such time as approved by the Federated Funds Board. In addition, in connection with the sale of the C class, Federated and its subsidiaries make advance commission payments to financial intermediaries and in return may receive Rule 12b-1 Fees and contingent deferred sales loads for the C class. Federated and its subsidiaries may benefit or sustain losses from such arrangements. Because these shares pay marketing fees on an ongoing basis, an investor’s investment costs may be higher over time than other shares with different sales charges and marketing fees.

Administrative Fees

PNC Funds

The Reorganizing Funds Trust has entered into a Co-Administration and Accounting Services Agreement dated June 30, 2010, as amended from time to time (the “Co-Administration Agreement”) with the Co-Administrators, pursuant to which BNY Mellon and the PNC Funds Adviser have agreed to serve as Co-Administrators to the Reorganizing Funds Trust. The Co-Administrators provide a wide variety of accounting, shareholder and administrative services to the Reorganizing Funds Trust under the Co-Administration Agreement. The Co-Administration Agreement provides that the Co-Administrators shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Reorganizing Funds Trust in connection with the matters to which the Co-Administration Agreement relates, except a loss resulting from intentional misconduct, bad faith or negligence on the part of the Co-Administrators in the performance of their duties.

The Co-Administration Agreement also provides that it creates no joint and/or several liability among the Co-Administrators with respect to any loss arising out of services provided by a specific Co-Administrator. BNY Mellon is a wholly owned subsidiary of The Bank of New York Mellon Corporation. The PNC Funds Adviser is an indirect wholly owned subsidiary of PNC. Under the Co-Administration Agreement, the Co-Administrators are entitled to receive administration fees with respect to each PNC Fund, computed daily and paid monthly, at annual rates based on the average daily net assets of each PNC Fund. BNY Mellon also receives other transaction-based charges and is reimbursed for out of pocket expenses.

PNC Fund¹	Co-Administrative Fee During Fiscal Year 2019
PNC Emerging Markets Equity Fund	$5,995
PNC International Equity Fund	$650,612
PNC International Growth Fund	$2,892
PNC Multi-Factor Large Cap Value Fund	$54,310

¹The fees in this chart are net of PNC Funds’ Adviser’s administrative fee waiver.

Federated Funds

Federated Administrative Services (FAS), a subsidiary of Federated, provides administrative personnel and services, including certain legal, compliance, recordkeeping and financial reporting services (“Administrative Services”), necessary for the operation of the Federated Funds. FAS provides Administrative Services for a fee based upon the rates set forth below paid on the average daily net assets of the Federated Funds. For purposes of determining the appropriate rate breakpoint, “Investment Complex” is defined as all of the Federated Funds subject to a fee under the Administrative Services Agreement with FAS. FAS is also entitled to reimbursement for certain out-of-pocket expenses incurred in providing Administrative Services to the Federated Funds.

Federated Fund	Administrative Fee During Fiscal Year 2018
Federated Emerging Markets Equity Fund¹	None
Federated International Equity Fund¹	None
Federated International Growth Fund¹	None
Federated MDT Large Cap Value Fund	$1,002,990

¹The Fund is expected to be declared effective on August 26, 2019.

Service Fees

PNC Funds

PNC Fund	A	C	I	R6
PNC Emerging Markets Equity Fund	0.25%	N/A	None	None
PNC International Equity Fund	0.25%	0.25%	None	None
PNC International Growth Fund	0.25%	N/A	None	None
PNC Multi-Factor Large Cap Value Fund	0.25%	0.25%	None	N/A

Each PNC Fund also has adopted a shareholder services plan that permits the PNC Fund to use its assets to pay for services provided by financial intermediaries or institutions to their customers who hold Class A or Class C Shares of a PNC Fund. Such services include, but are not limited to, processing purchase and redemption orders, processing dividend payments and maintaining customer account records. Each PNC Fund may pay these institutions up to 0.25% of the average daily net assets attributable to Class A Shares and Class C Shares for these shareholder services. When an investor buys Class A Shares, financial intermediaries providing such services begin to receive the shareholder services fee immediately and are paid the shareholder services fees for as long as an investor holds shares.

Upon purchase of Class C Shares, the Underwriter, the PNC Funds Adviser, or one of their affiliates may pay to an investor’s financial intermediary an up-front distribution fee equal to up to 0.75% of an investor’s investment and an up-front shareholder servicing fee equal to 0.25% of an investment. The Underwriter, the PNC Funds Adviser, or one of their affiliates may be reimbursed for those payments out of the proceeds of the PNC Fund’s distribution plan and shareholder servicing plan applicable to Class C Shares over the first twelve months of an investment in a Fund’s Class C Shares. After twelve months and for as long as an investor holds shares, the PNC Funds’ Underwriter pays ongoing distribution fees and the PNC Fund pays shareholder servicing fees to the financial intermediary in amounts up to 0.75% and 0.25%, respectively, of the average daily NAV of the investment in the PNC Fund’s Class C Shares.

Fees applicable to a class of shares under a distribution plan or shareholder services plan are borne by all shareholders of the class, including shareholders who purchased their shares directly from the PNC Fund’s Underwriter and without the assistance of a financial intermediary.

Federated Funds

Federated Fund	A	C	IS	Service
Federated Emerging Markets Equity Fund	N/A	N/A	None	N/A
Federated International Equity Fund	0.25%	0.25%	None	None
Federated International Growth Fund	N/A	N/A	None	N/A
Federated MDT Large Cap Value Fund	0.25%	0.25%	None	N/A

¹The Fund is expected to be declared effective on August 26, 2019.

The Federated Funds may pay Service Fees of up to 0.25% of average net assets to financial intermediaries or to Federated Shareholder Services Company (“FSSC”), a subsidiary of Federated, for providing services to shareholders and maintaining shareholder accounts. Intermediaries that receive Service Fees may include a company affiliated with management of Federated. If a financial intermediary receives Service Fees on an account, it is not eligible to also receive Account Administration Fees on that same account.

The Federated Funds have no present intention of paying, accruing or incurring any such Service Fees on the IS class until such time as approved by a Federated Fund’s Board of Trustees.

The R6 classes of the Federated Funds are not subject to the Service Fees.

Account Administration Fees (Federated Funds only)

The Federated Funds may pay Account Administration Fees of up to 0.25% of average net assets to banks that are not registered as broker-dealers or investment advisers for providing administrative services to the Fund and its shareholders. If a financial intermediary receives Account Administration Fees on an account, it is not eligible to also receive Service Fees or Recordkeeping Fees on that same account.

The IS and R6 classes of the Federated Funds are not subject to the Account Administration Fees.

Recordkeeping Fees (Federated Funds only)

The Federated Funds may pay Recordkeeping Fees on an average-net-assets basis or on a per-account-per-year basis to financial intermediaries for providing recordkeeping services to the Fund and its shareholders. If a financial intermediary receives Recordkeeping Fees on an account, it is not eligible to also receive Account Administration Fees or Networking Fees on that same account.

Networking Fees (Federated Funds only)

The Federated Funds may reimburse Networking Fees on a per-account-per-year basis to financial intermediaries for providing administrative services to the Fund and its shareholders on certain non-omnibus accounts. If a financial intermediary receives Networking Fees on an account, it is not eligible to also receive Recordkeeping Fees on that same account.

Additional Payments to Financial Intermediaries

PNC Funds

The PNC Funds Adviser and its affiliates currently make payments from their own resources to financial intermediaries that generate purchase orders. The PNC Funds Adviser or its affiliates may pay fees, from their own assets, to financial intermediaries (including financial intermediaries that are affiliates of the PNC Funds Adviser) for shareholder or administrative services in connection with investments in the PNC Funds. These fees are in addition to any fees that may be paid by the PNC Funds for these types of services or other services, including 12b-1 fees. The PNC Funds Adviser and its affiliates also participate in certain arrangements whereby the PNC Funds Adviser or its affiliates may pay from their own resources financial intermediaries for inclusion of the PNC Funds on certain preferred sales lists or other similar programs intended to generate fund sales. In some cases, these payments may create an incentive for a financial intermediary to recommend sales of PNC Fund shares. In addition, the PNC Funds Adviser or its affiliates may also share certain marketing support expenses for such intermediaries to raise awareness of the PNC Funds. Such payment may be in addition to, or in lieu of, sales- and asset-based payments. The payment arrangements described herein will not change the price an investor pays for shares of the PNC Funds nor the amount that a PNC Fund receives to invest on behalf of the investor. PNC Funds Adviser or its affiliates may discontinue these payments at any time. Investors should consider whether such arrangements exist when evaluating any recommendation from an intermediary to purchase or sell shares of a PNC Fund. Please see the Statement of Additional Information of the PNC Funds for more information on these payments and the programs described above.

The PNC Funds Adviser will monitor each PNC Fund’s asset size and, subject to approval by the PNC Funds Board, may decide to close a PNC Fund at any time to new investments or new accounts if the PNC Funds Adviser believes that an increase in the asset size of a PNC Fund may adversely affect the implementation of the PNC Fund’s strategies. If a PNC Fund is closed, the PNC Fund may continue to accept additional investments from existing shareholders.

Federated Funds

The Distributor may pay out of its own resources amounts to certain financial intermediaries, including broker-dealers, banks, registered investment advisers, independent financial planners and retirement plan administrators, that support the sale of Shares or provide services to the Federated Funds shareholders. The amounts of these payments could be significant, and may create an incentive for the financial intermediary or its employees or associated persons to recommend or sell Shares of the Federated Funds to an investor. Not all financial intermediaries receive such payments, and the amount of compensation may vary by intermediary. In some cases, such payments may be made by or funded from the resources of companies affiliated with the Distributor (including the Federated Funds Advisers). These payments are not reflected in the fees and expenses listed in the fee table section of the Federated Funds’ Prospectuses and described above because they are not paid by the Federated Funds.

These payments are negotiated and may be based on such factors as: the number or value of Shares that the financial intermediary sells or may sell; the value of client assets invested; the level and types of services or support furnished by the financial intermediary; or the Federated Fund’s and/or other Federated Funds’ relationship with the financial intermediary. These payments may be in addition to payments, as described above, made by the Federated Funds to the financial intermediary. In connection with these payments, the financial intermediary may elevate the prominence or profile of the Federated Funds and/or other Federated Funds, within the financial intermediary’s organization by, for example, placement on a list of preferred or recommended funds and/or granting the Distributor preferential or enhanced opportunities to promote the funds in various ways within the financial intermediary’s organization. An investor can ask their financial intermediary for information about any payments it receives from the Distributor or the Federated Funds and any services provided, as well as about fees and/or commissions it charges.

PROCEDURES FOR PURCHASING, REDEEMING AND EXCHANGING SHARES

The transfer agent and dividend disbursing agent for the Federated Funds is State Street Bank and Trust Company (“State Street Bank”). Services provided by State Street Bank include the issuance, cancellation and transfer of the Federated Funds’ shares, and the maintenance of records regarding the ownership of such shares.

The Bank of New York Mellon (“BNY Mellon”) provides transfer agency and dividend disbursing agent services for the PNC Funds pursuant to a Transfer Agency and Service Agreement dated June 30, 2010, as amended from time to time. As part of these services, BNY Mellon maintains records pertaining to the sale, redemption and transfer of Fund shares and distributes each PNC Fund’s cash distributions to shareholders.

In connection with the Reorganizations, any minimum investment amounts applicable to initial investments in the Federated Funds shall be waived with respect to the PNC Funds shareholders initial receipt of Federated Funds shares as part of the Reorganization.

With respect to the Class A Shares of the Federated International Equity Fund and Federated MDT Large Cap Value Fund (“Relevant Surviving Fund Shares”) to be acquired by shareholders of the PNC International Equity Fund’s and PNC Multi-Factor Large Cap Value Fund’s A Class Shares, respectively, in connection with the Reorganization, PNC Fund shareholders will initially acquire the applicable Federated Fund shares at NAV. With respect to subsequent purchases of Federated Fund shares in the future, such future purchases would be at NAV so long as such future purchase otherwise qualifies for a sales load exception pursuant to the terms of the applicable Federated Fund’s prospectus (such as, for example, that the shares are purchased through a program offered by a financial intermediary that provides for the purchase of shares without imposition of a sales charge and where the financial intermediary has agreed not to receive a dealer reallowance on purchases under the program).

In connection with the Reorganizations, a shareholder of a PNC Fund will initially acquire the shares of the applicable Federated Fund at NAV, but subsequent purchases of such applicable Federated Fund may be subject to any sales loads (including any front-end sales load) applicable to purchases of such Federated Fund, as further described below.

Sales Charge for Certain Subsequent Purchases

If an investor holds Class A shares of a PNC Fund and receives Class A shares of the corresponding Federated Fund in a Reorganization, any subsequent purchases that investor makes of Relevant Surviving Fund Shares may be subject to sales charges. The following table lists the sales charges that will be applied to such purchases of Relevant Surviving Fund Shares, subject to the breakpoint discounts indicated in the table and described below:

Purchase Amount	Sales Charge as a Percentage of Public Offering Price	Sales Charge as a Percentage of NAV
Less than $50,000	5.50%	5.82%
$50,000 but less than $100,000	4.50%	4.71%
$100,000 but less than $250,000	3.75%	3.90%
$250,000 but less than $500,000	2.50%	2.56%
$500,000 but less than $1 million	2.00%	2.04%
$1 million or greater¹	0.00%	0.00%

¹A contingent deferred sales charge (CDSC) of 0.75% of the redemption amount applies to Relevant Surviving Fund Shares originally purchased in an amount of $1 million or more and redeemed up to 24 months after purchase under certain investment programs where a financial intermediary received an advance payment on the transaction.

Subsequent purchases of Relevant Surviving Fund Shares may qualify for a reduction or elimination of the sales, also known as a breakpoint discount. Contingent upon notification to the Federated Fund Transfer Agent, the sales charge at subsequent purchase of the Relevant Surviving Fund Shares may be reduced or eliminated by:

Purchasing the Relevant Surviving Fund Shares in greater quantities to reduce the applicable sales charge;

Combining concurrent purchases of and/or current investments in Class A, Class B, Class C, Class F and Class R Shares of any Federated fund made or held by other accounts in which there are holdings eligible to be aggregated to meet a sales charge breakpoint (“Qualifying Accounts”). The purchase amount used in determining the sales charge on additional share purchase will be calculated by multiplying the respective maximum public offering price times the number of the Class A, Class B, Class C, Class F and Class R Shares of any Federated fund currently held in Qualifying Accounts and adding the dollar amount of the current purchase; or

Signing a letter of intent to purchase a qualifying amount of Relevant Surviving Fund Shares within 13 months. The Federated Fund custodian will hold Relevant Surviving Fund Shares in escrow equal to the maximum applicable sales charge. If an investor completes the letter of intent, the custodian will release the shares in escrow to the investor’s account. If the investor does not fulfill the letter of intent, the custodian will redeem the appropriate amount from the shares held in escrow to pay the sales charges that were not applied to the purchases.

Purchases

Shares of the PNC Funds and the Federated Funds may be purchased any day that the New York Stock Exchange (“NYSE”) is open. When a Fund receives a transaction request in proper form (as described in each Fund’s Prospectus), it is processed at the next calculated NAV of a share. Each of the Federated Funds’ and the PNC Funds’ NAVs is determined as of the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time) each day the NYSE is open. Each Fund calculates the NAV by valuing the assets allocated to the share’s class, subtracting the liabilities allocated to the class and dividing the balance by the number of shares of the class outstanding.

Purchases of a Federated Funds’ shares may be made through a financial intermediary, directly from the Federated Funds by wire and by check or through an exchange from the same share class of another Federated Fund (for exchanges, an investor must meet the minimum initial investment requirements for purchasing shares and both accounts must have identical registrations). An institution may establish an account and place an order by calling a Federated Fund and the shares will be priced at the next calculated NAV after the Federated Fund receives the order. Similarly, shareholders may purchase shares of the PNC Funds through an investment professional, financial institutions or financial intermediaries.

The PNC Funds offer a Systematic Plan and the Federated Funds offer a Systematic Investment Program (collectively, “SIP”).

For the Federated Funds to use the SIP, an investor needs to complete the SIP section of the new account form or contact the Federated Fund or the investor’s financial intermediary. Once an investor has opened an account, purchases of additional shares may be made automatically on a regular basis using the SIP. The minimum investment amount for SIPs is $50. Once an investor has opened an account, purchases of additional shares also may be made through a financial institution that is an ACH member (the purchase option can be established by completing the appropriate section of the new account form).

Likewise, for the PNC Funds an investor must open an account with a bank, request and complete an application, and invest at least $100 per month. Minimum initial and subsequent investment requirements may be different for accounts with the investor’s investment professional. Likewise, for the PNC Funds, with a $100^[1] minimum initial investment, an investor may purchase Class A Shares automatically through regular deductions from your regular checking or savings bank account in amounts of at least $100¹ per month per account. You may arrange for participation in this program when a new account is established.

For existing accounts, with current bank account information on your account, participation in the program can be arranged via the Internet or by calling 1-800-622-FUND (3863). For existing accounts, without bank account information, participation can be arranged by completing an Account Maintenance Form with banking information. This form must include a signature guarantee by a bank or other financial institution.

Each of the Funds reserves the right to reject any request to purchase or exchange shares.

Minimum initial and subsequent investment amounts for the Federated Funds:

Class	Minimum Initial Investment Amount	Minimum Subsequent Investment Amount
A	$1,500	$100
C	$1,500	$100
IS	$1,000,000	N/A
R6	N/A	N/A

There is no minimum initial or subsequent amount required for employer-sponsored retirement plans; however, such accounts remain subject to the Federated Fund’s policy on “Accounts with Low Balances” as discussed in each Federated Fund’s Prospectus. An institutional investor’s minimum investment is calculated by combining all accounts it maintains with the Federated Fund. Financial intermediaries may impose higher or lower minimum investment requirements on their customers than those imposed by the Federated Fund. Keep in mind that financial intermediaries may charge fees for their services in connection with share transactions.

Federated reserves the right to close accounts if redemptions or exchanges cause the account balance to fall below $1,500 for the Class A Shares (or in the case of IRAs, $250) and $25,000 for the IS Shares. Before an account is closed, an investor will be notified and allowed at least 30 days to purchase additional Shares to meet the minimum.

Minimum initial and subsequent investment amounts for the PNC Funds:

Class	Minimum Initial Investment Amount	Minimum Subsequent Investment Amount
A	$1,000	$100
C	$1,000	$100
I	N/A	N/A
R6	N/A	N/A

There is no minimum initial or subsequent amount required for employer-sponsored retirement plans; however, such accounts remain subject to the PNC Fund’s policy on “Accounts with Low Balances” as discussed in each PNC Fund’s Prospectus. If an account balance drops below $1,000, an investor may be required to redeem shares. But, the PNC Funds will give an investor or the investor’s financial intermediary at least 60 days’ written notice to give the investor time to add to the investor’s account and avoid the sale of shares. The PNC Funds reserve the right to redeem a shareholder’s investment in a Fund without notice and send the proceeds to the shareholder’s last address or account on record or the shareholder’s financial intermediary. The Fund may do so if the shareholder’s account no longer satisfies eligibility or minimum investment requirements established by the Fund or for other reasons the Fund determines are appropriate.

Redemptions, Exchanges, and Conversions

The PNC Funds’ shareholders may redeem shares of the PNC Funds at its NAV next determined after the PNC Funds receive a redemption request in good order, less any applicable deferred sales charge. For applicable strike times, see the discussion of the calculation of NAV above in Procedures for Purchasing, Redeeming and Exchange Shares - Purchases. The PNC Funds also offer redemptions by systematic withdrawal program with an account balance of at least $1,000. Under the plan an investor may arrange periodic automatic withdrawals of at least $100 from any PNC Fund. The proceeds of each withdrawal will be mailed by check or, if an investor has a checking or savings account with a bank, electronically transferred to that account.

Shares of the Federated Funds may be redeemed or exchanged any day the NYSE is open. For applicable strike times, see the discussion of the calculation of NAV above in Procedures for Purchasing, Redeeming and Exchange Shares - Purchases. Redemptions and exchanges of the Federated Fund may be made through a financial intermediary or directly from the Federated Fund by telephone or by mailing a written request. Shares also may be redeemed or exchanged in a minimum amount of $50 on a regular basis using a systematic withdrawal/exchange program (to use the systematic withdrawal/ exchange program, an investor must complete the appropriate section of the new account form or an account service options form or contact the investor’s financial intermediary or the Federated Fund). An investor’s account value must meet the minimum initial investment amount at the time the systematic withdrawal/exchange program is established. Shares of the Federated Fund may be redeemed for cash or exchanged for shares of the same class of other Federated Funds on days on which the Federated Fund computes its NAV.

Shares of the Federated Funds have an exchange privilege that allows shareholders to exchange their shares for any Federated Fund or share class that does not have a stated sales charge or contingent deferred sales charge. An exchange is treated as a redemption and a subsequent purchase, and is a taxable transaction. The Federated Funds may modify or terminate the exchange privilege at any time. Likewise, the PNC Funds have an exchange privilege that allows shareholders to exchange their shares for other PNC Fund for the same class of Shares of any other PNC Fund offering such Shares. Any questions about the foregoing procedures may be directed to, and assistance in effecting purchases, redemptions or exchanges of the Funds may be obtained by calling, the Federated Funds at 1-800-341-7400 or the PNC Funds at 1-800-622-3863.

A shareholder in the Federated Fund’s Shares may convert their Shares at net asset value to any other share class of the Fund if the shareholder meets the investment minimum and eligibility requirements for the share class into which the conversion is sought, as applicable. Such conversion of classes should not result in a realization event for tax purposes.

The PNC Funds have established relationships with certain financial intermediaries or investment programs, clients, or participants of which may be eligible to purchase Class I Shares of the Funds. PNC Funds may permit existing PNC Funds Class A or Class C shareholders who have transferred their shares to an account with such an intermediary or to such an investment program to convert those transferred Class A or Class C Shares to Class I Shares of the same Fund. The Funds have arrangements with certain intermediaries that permit certain Class A or Class C shareholder clients of those intermediaries to have their shares converted to Class I Shares if the intermediary, shareholder or relevant investment plan or program meets certain eligibility criteria. In such situations, any applicable contingent deferred sales charge that would typically be incurred on a conversion may be waived. Contact a financial consultant, financial intermediary, or institution for more information. In the event that an investor no longer meets the eligibility requirements as an investor in a particular share class of a Fund, PNC Funds reserves the right to convert the shares in the investor’s account to another share class of the same Fund, as appropriate. PNC Funds will notify the investor in writing before any conversion occurs.

DIVIDENDS AND DISTRIBUTIONS; TAX INFORMATION; FREQUENT TRADING; PORTFOLIO HOLDINGS DISCLOSURE POLICIES

Dividends and Distributions

	Declaration Frequency	Payment Frequency
PNC Emerging Markets Equity Fund	Annually	Annually
Federated Emerging Markets Equity Fund	Annually	Annually
PNC International Equity Fund	Annually	Annually
Federated International Equity Fund	Annually	Annually
PNC International Growth Fund	Annually	Annually
Federated International Growth Fund	Annually	Annually
PNC Multi-Factor Large Cap Value Fund	Quarterly	Quarterly
Federated MDT Large Cap Value Fund	Quarterly	Quarterly

Federated Fund shareholders who purchase shares by wire begin earning dividends on the day the wire is received. If an investor purchases shares by check, the investor begins earning dividends on the business day after the Federated Fund receives the check. In either case, an investor earns dividends through the day the redemption request is received.

Dividends are paid to all shareholders invested in a Federated Fund on the record date. The record date is the date on which a shareholder must officially own shares to earn a dividend.

In addition, the Federated Funds pay any capital gains at least annually, and may make such special distributions of dividends and capital gains as may be necessary to meet applicable regulatory requirements.

Each PNC Fund makes distributions of its net realized capital gains, if any, at least annually. If an investor owns a PNC Fund’s shares on a Fund’s record date, the investor will be entitled to receive the distribution.

The Federated Funds’ dividends and capital gains distributions will be automatically reinvested in additional Shares without a sales charge, unless an investor elects cash payments. Dividends may also be reinvested without sales charges in shares of any class of any other Federated Fund of which the investor is already a shareholder.

If an investor has elected to receive Federated Fund dividends and/or capital gain distributions in cash, and the investor’s check is returned by the postal or other delivery service as “undeliverable,” or remain uncashed for 180 days, all subsequent dividend and capital gain distributions will be reinvested in additional shares. No interest will accrue on amounts represented by uncashed distribution checks.

With respect to the PNC Funds, an investor will receive dividends and distributions in the form of additional Fund shares unless the investor elects to receive payment in cash. To elect cash payment, the investor must notify the PNC Funds transfer agent in writing prior to the date of the distribution. The election will be effective for dividends and distributions paid after the PNC Funds receive written notice. To cancel an election, send the PNC Funds transfer agent written notice prior to the date of the distribution.

Under the federal securities laws, each of the Federated Funds and the PNC Funds is required to provide a notice to shareholders regarding the source of distributions made by the applicable Fund if such distributions are from sources other than ordinary investment income. In addition, important information regarding the applicable Fund’s distributions, if applicable, is available via the link to the applicable Fund and share class name at www.Federatedinvestors.com/FundInformation or at www.pncfunds.com.

Tax Information

Each Fund’s distributions of dividends and capital gains are taxable to an investor whether paid in cash or reinvested in the Funds. Dividends are taxable at different rates depending on the source of dividend income. Distributions of net short-term capital gains are taxable to an investor as ordinary income. Distributions of net long-term capital gains are taxable to an investor as long-term capital gains regardless of how long the investor has owned shares.

Frequent Trading Policies

PNC Funds:

The Board has adopted policies and procedures that impose limits on purchases, exchanges, and redemptions to discourage excessive short-term (market timing) trading by shareholders. Under the policies and procedures, a Fund or its delegate shall request representations of compliance with the Fund’s market timing procedures from parties involved in the distribution of Fund shares and administration of shareholder accounts. Funds that operate as money market funds generally do not seek to detect short-term trading, but reserve the right to do so when the Board deems appropriate.

There is no guarantee that PNC Funds or its agents will be able to detect frequent trading activity, identify the shareholders engaged in such activity, or, if it is detected, prevent its recurrence. The ability of PNC Funds and its agents to monitor trades that are placed through omnibus or other nominee accounts, where the holdings of multiple shareholders are aggregated, is limited. Omnibus accounts, in which shares are held in the name of a financial intermediary on behalf of multiple investors, are a common form of holding shares among retirement and college saving plans and financial intermediaries such as brokers, advisers, and third-party administrators. Omnibus accounts aggregate purchase or redemption and exchange requests on a daily basis and the identity of individual investors may not be known to the Fund. With respect to suspected market timing by investors who acquire shares through omnibus accounts, different purchase and exchange limitations may apply. These limitations may be more or less restrictive than those imposed on direct and fully disclosed accounts. Investors who hold Fund shares through a financial intermediary are advised to consult the intermediary to determine what purchase and exchange limitations apply to their accounts.

Short-term trading creates transaction costs that are borne by all shareholders and disrupts the orderly management of a Fund’s portfolio investments. Funds that invest in overseas securities markets are particularly vulnerable to market timers who may take advantage of time zone differences between the foreign markets on which these Funds’ portfolio securities trade and the U.S. markets which generally determine the time as of which NAV is calculated (“time-zone arbitrage”). For additional information on time zone arbitrage, see the Statement of Additional Information. Further, Funds that invest in small-cap securities and other types of investments which are not frequently traded, including high-yield bonds, also can be the targets of market timers.

General Trading Limits: Fund shareholders are limited to no more than one “round trip” transaction during a 60-day period. A round trip occurs when a shareholder purchases or exchanges-in shares and then subsequently sells or exchanges-out shares within a short period of time of the original purchase or exchange-in date. A Fund may restrict or refuse purchase and exchange orders into the Fund if a shareholder has made two or more round trips during a 60-day period. PNC Funds reserves the right to notify shareholders who violate PNC Funds’ general trading limits as such violations may constitute market timing activities. If a shareholder continues such deemed market timing activities after being notified, the account may be closed to new purchases or exchanges of Fund shares.

If any transaction is deemed to have the potential to adversely impact a Fund, the Fund reserves the right to:

•

Reject a purchase or exchange order

•

Delay payment of immediate cash redemption proceeds for up to seven calendar days

•

Revoke a shareholder’s privilege to purchase Fund shares (including exchanges or “round trips”)

•

Limit the amount of any exchange

•

Close an account

PNC Funds reserves the right to revise or terminate the exchange privilege at any time, for any reason. An investor will be provided 60 days’ written notice before any material change to the exchange privilege is made.

Federated Funds:

Frequent or short-term trading into and out of the Federated Funds can have adverse consequences for the Federated Funds and shareholders who use the Federated Funds as long-term investment vehicles. Such trading in significant amounts can disrupt the Federated Funds’ investment strategies (e.g., by requiring it to sell investments at inopportune times or maintain excessive short-term or cash positions to support redemptions), increase brokerage and administrative costs and affect the timing and amount of taxable gains distributed by the Federated Funds. Investors engaged in such trading may also seek to profit by anticipating changes in each Federated Fund’s NAV in advance of the time as of which NAV is calculated.

The Federated Funds Board has approved policies and procedures intended to discourage excessive frequent or short-term trading of the Federated Funds’ Shares. The Federated Funds’ fair valuation procedures are intended in part to discourage short-term trading strategies by reducing the potential for these strategies to succeed. The Federated Funds also monitor trading in Federated Fund Shares in an effort to identify disruptive trading activity. The Federated Funds monitor trades into and out of each of the Federated Funds within a period of 30 days or less. The Federated Funds may also monitor trades into and out of the Federated Funds for potentially disruptive trading activity over periods longer than 30 days. The size of Share transactions subject to monitoring varies. Where it is determined that a shareholder has exceeded the detection amounts twice within a period of 12 months, the Federated Funds will temporarily prohibit the shareholder from making further purchases or exchanges of Federated Fund Shares. If the shareholder continues to exceed the detection amounts for specified periods, the Federated Funds will impose lengthier trading restrictions on the shareholder, up to and including permanently prohibiting the shareholder from making any further purchases or exchanges of Federated Fund Shares. Whether or not the specific monitoring limits are exceeded, the Federated Funds’ management or the Federated Funds Advisers may determine from the amount, frequency or pattern of purchases and redemptions or exchanges that a shareholder is engaged in excessive trading that is or could be detrimental to the Federated Funds and other shareholders and may prohibit the shareholder from making further purchases or exchanges of Fund Shares. No matter how the Federated Funds define their limits on frequent trading of Federated Fund Shares, other purchases and sales of Federated Fund Shares may have adverse effects on the management of the Federated Funds’ portfolios and their performance.

The Federated Funds’ frequent trading restrictions do not apply to purchases and sales of Federated Fund Shares by other Federated funds. These funds impose the same frequent trading restrictions as the Federated Funds at their shareholder level. In addition, allocation changes of the investing Federated fund are monitored, and the managers of the recipient fund must determine that there is no disruption to their management activity. The intent of this exception is to allow investing fund managers to accommodate cash flows and other activity that result from non-abusive trading in the investing fund, without being stopped from such trading because the aggregate of such trades exceeds the monitoring limits. Nonetheless, as with any trading in Federated Fund Shares, purchases and redemptions of Federated Fund Shares by other Federated funds could adversely affect the management of the Federated Funds’ portfolios and their performance.

The Federated Funds will not restrict transactions made on a non-discretionary basis by certain asset allocation programs, wrap programs, fund of funds, collective funds or other similar accounts that have been pre-approved by Federated (“Approved Accounts”). The Federated Funds will continue to monitor transactions by the Approved Accounts and will seek to limit or restrict even non-discretionary transactions by Approved Accounts that are determined to be disruptive or harmful to the Federated Funds.

The Federated Funds’ objective is that its restrictions on short-term trading should apply to all shareholders that are subject to the restrictions, regardless of the number or type of accounts in which Shares are held. However, the Fund anticipates that limitations on its ability to identify trading activity to specific shareholders, including where Shares are held through intermediaries in multiple or omnibus accounts, will mean that these restrictions may not be able to be applied uniformly in all cases.

Other funds in the Federated family of funds may impose different monitoring policies or in some cases, may not monitor for frequent or short-term trading. Under normal market conditions such monitoring policies are designed to protect the funds being monitored and their shareholders and the operation of such policies and shareholder investments under such monitoring are not expected to have materially adverse impact on the Federated funds or their shareholders. If an investor plans to exchange fund shares for shares of another Federated fund, the investor should read the prospectus of that other Federated fund for more information.

Portfolio Holdings Disclosure Policies

PNC Funds:

Each Fund publishes on the Funds’ website (pncfunds.com) its complete portfolio holdings as of the end of each calendar quarter. In addition, each Fund publishes on the Funds’ website portfolio holdings information as of each calendar month-end. Portfolio holdings information is typically posted within 15 days after the end of each calendar quarter or month, as applicable. Certain Funds disclose monthly portfolio holdings as of one month prior to the most recent month end. This information will be available on the Funds’ website until the date on which a Fund files its next quarterly portfolio holdings report with the SEC on Form N-CSR or Form N-Q. After April 30, 2019, the information will be available on the Funds’ website until the date on which a Fund files its next monthly portfolio holdings report with the SEC on Form N-PORT. For more information on the Funds’ policies and procedures with respect to the disclosure of portfolio securities, see the Funds’ Statement of Additional Information, which is available, free of charge, on the Funds’ website (http://pncfunds.com/resources/prospectus_reports/default.fs).

Federated Funds:

Information concerning the Fund’s portfolio holdings is available via the link to the Fund and share class name at www.FederatedInvestors.com/FundInformation. A complete listing of the Fund’s portfolio holdings as of the end of each calendar quarter is posted on the website 30 days (or the next business day) after the end of the quarter and remains posted for six months thereafter. Summary portfolio composition information as of the close of each month is posted on the website 15 days (or the next business day) after month-end and remains posted until replaced by the information for the succeeding month. The summary portfolio composition information may include identification of the Fund’s top 10 holdings and percentage breakdowns of the portfolio by sector and credit quality.

An investor may also access portfolio information as of the end of the Fund’s fiscal quarters via the link to the Fund and share class name at www.FederatedInvestors.com. The Fund’s Annual and Semi-Annual Shareholder Reports contain complete listings of the Fund’s portfolio holdings as of the end of the Fund’s second and fourth fiscal quarters. Fiscal quarter information is made available on the website within 70 days after the end of the fiscal quarter. This information is also available in reports filed with the SEC at the SEC’s website at www.sec.gov.

Each fiscal quarter, the Fund will file with the SEC a complete schedule of its monthly portfolio holdings on “Form N-PORT.” The Fund’s holdings as of the end of the third month of every fiscal quarter, as reported on Form N-PORT, will be publicly available on the SEC’s website at www.sec.gov within 60 days of the end of the fiscal quarter upon filing. An investor may also access this information via the link to the Fund and share class name at www.FederatedInvestors.com.

In addition, from time to time (for example, during periods of unusual market conditions), additional information regarding the Fund’s portfolio holdings and/or composition may be posted to Federated’s website. If and when such information is posted, its availability will be noted on, and the information will be accessible from, the home page of the website.

INFORMATION ABOUT THE REORGANIZATIONS

DESCRIPTION OF THE AGREEMENTS AND PLANS OF REORGANIZATION

The Plans provide for the respective Reorganizations to occur on the Closing Date, which is expected to be on or about November 15, 2019. On the Closing Date, all or substantially all of PNC Emerging Markets Equity Fund’s, PNC International Equity Fund’s, and PNC International Growth Fund’s assets, except certain deferred or prepaid expenses, and subject to the stated liabilities (other than any liabilities related to the trustee deferred compensation program, the termination of existing arrangements of the corresponding PNC Fund, liabilities related to the corresponding PNC Fund shares’ Rule 12b-1 and Shareholder Service Fees (if any), as well as any non-ordinary course liabilities mutually agreed upon by the PNC Funds Adviser and the Federated Funds Advisers, each of which shall be discharged on or prior to the Closing Date) accrued and reflected in the books and records and net asset value of the corresponding PNC Fund, which shall be assumed by the Federated Fund, and all or substantially all of PNC Multi-Factor Large Cap Value Fund’s assets (other than certain deferred or prepaid expenses shown as an asset on the books of the PNC Fund on the Closing Date to the extent that they do not have continuing value to the Federated Fund, which deferred or prepaid expenses (if any) will not be acquired and amounts reserved for payment of the PNC Fund’s liabilities recorded on the PNC Fund’s books on or before the Closing Date) will be transferred to the corresponding Federated Fund.

With respect to PNC Emerging Markets Equity Fund, PNC International Equity Fund and PNC International Growth Fund, in exchange for the transfer of these assets and the corresponding Federated Fund’s assumptions of the stated liabilities accrued and reflected in the books and records and net asset value of the corresponding PNC Fund, the corresponding Federated Fund will simultaneously issue to the PNC Funds a number of full and fractional shares of each class of the corresponding Federated Fund with a total NAV equal to the total NAV of the corresponding PNC Fund shares outstanding on the Closing Date. With respect to PNC Multi-Factor Large Cap Growth Fund, in exchange for the transfer of these assets, the corresponding Federated Fund will simultaneously issue to PNC Multi-Factor Large Cap Growth Fund a number of full and fractional shares of each class of the corresponding Federated Fund determined by multiplying (a) the outstanding shares of each class of the PNC Fund by (b) the ratio computed by dividing (x) the NAV per share of such class of the PNC Fund computed as of 4:00 p.m. on the Closing Date by (y) the NAV per share of the corresponding class of Federated Fund shares computed as of 4:00 p.m. on the Closing Date.

In the Reorganizations, the value of the PNC Funds’ assets to be acquired by the Federated Funds shall be the value of such assets as of the closing on the Closing Date, after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures set forth in the respective Federated Fund’s Declaration of Trust as amended and/or restated to date, and its current Prospectus and SAI, and in accordance with the Federated Funds’ valuation procedures or such valuation procedures as shall be mutually agreed upon (and approved by) the respective Boards of the Federated Funds and the PNC Funds. At the time of the Reorganizations, the NAV per share of the PNC Funds’ shares shall be computed as of the Closing Date, in accordance with valuation procedures established by the Federated Funds Board or such other valuation procedures as shall be mutually agreed upon by Federated Adviser Series and the Reorganizing Funds Trust and approved by the Federated Funds Board and the PNC Funds Board. Pursuant to the Plans, the Reorganizing Funds Trust and Federated Adviser Series have agreed to use commercially reasonable and good faith efforts to cause their respective administrators and investment advisers to work together to resolve before the Closing Date any material differences identified between the valuation of the portfolio assets of each PNC Fund determined using the Federated Fund’s valuation procedures as compared to the prices of the same portfolio assets using the PNC Fund’s valuation procedures. There can be no assurance that any such difference will be resolved.

With respect to PNC Emerging Markets Equity Fund, PNC International Equity Fund and PNC International Growth Fund, the PNC Funds will discharge on or prior to the Closing Date each of the following: (a) any director/trustee deferred compensation plan liabilities; (b) any liabilities arising due to the termination of any PNC Fund contract; (c) any liabilities relating to any line of credit; (d) any liabilities related to such PNC Fund shares’ Rule 12b-1 and Shareholder Service fees (if applicable); and (e) any other non-ordinary course liabilities mutually agreed upon by the PNC Funds Adviser and the Federated Funds Adviser after consultation with both Funds’ counsel to the independent trustees/directors. With respect to PNC Multi-Factor Large Cap Value Fund, prior to or as of the Closing Date, the PNC Funds will discharge all of their known and quantifiable liabilities and other known obligations (including, without limitation, any trustee deferred compensation liability or liabilities arising due to the termination of any PNC Fund contract) as provided in the Plans, and no Federated Fund will assume any liabilities or obligations of the PNC Fund as a result of the Reorganizations. Following the transfer of assets in exchange for shares of the Federated Funds (as applicable), the PNC Funds will distribute in complete liquidation of the PNC Fund pro rata to its shareholders of record of each class of the PNC Fund, determined as of the close of business on the Closing Date, all of the shares of the corresponding class of Federated Funds received by the PNC Fund. This distribution will be accomplished by the establishment of accounts in the names of the PNC Funds’ shareholders on the share records of the Federated Funds’ transfer agent. The Federated Funds do not issue share certificates to shareholders. The transfer of shareholder accounts from the PNC Funds to the Federated Funds will occur automatically. It is not necessary for PNC Funds shareholders to take any action to actually effect the transfer.

The Plans contain customary representations, warranties and conditions. The Plans provide that the consummation of the Reorganizations is conditioned upon, among other things, the receipt by the Reorganizing Funds Trust and Federated Adviser Series of opinions to the effect that the Reorganizations will be tax-free to the PNC Funds, their shareholders and the Federated Funds and that any material differences between the prices of the portfolio assets of a PNC Fund determined using the corresponding Federated Fund’s valuation procedures shall have been eliminated or otherwise resolved to the reasonable satisfaction of the Funds, PNC Funds Adviser and Federated Funds Advisers. A Plan may be terminated if, before the Closing Date, any of the required conditions have not been met, the representations and warranties are not true in all material respects or the Federated Funds Board or PNC Funds Board determines that the relevant Reorganization is not in the best interests of the applicable Federated Fund or PNC Fund, respectively.

The PNC Funds and the Federated Funds will not bear any reorganization expenses associated with their participation in the Reorganizations, except: (i) the Federated Funds shall bear expenses associated with the qualification of shares of the Federated Funds for sale in the various states; and (ii) to the extent that any transition of portfolio securities is required in connection with the Reorganizations, a Fund may incur transaction expenses associated with the sale and purchase of portfolio securities. See “Information About the Reorganizations – Costs of the Reorganizations” in this Prospectus/Proxy Statement for additional information.

The foregoing brief summary of the Plans is qualified in its entirety by the terms and provisions of the respective Plans. A form of the Plans for the Reorganizations is attached hereto as Annex A and incorporated herein by reference.

AGREEMENT AMONG FEDERATED, PNC AND THE PNC FUNDS ADVISER

Federated entered into a transaction agreement with the PNC Funds Adviser dated as of May 6, 2019 (“Transaction Agreement”) regarding the sale by the PNC Funds Adviser to Federated (or one or more designated advisory subsidiaries of Federated) of certain assets relating to the PNC Funds Adviser’s business of providing investment management services to the PNC Funds and certain separate accounts and separately managed accounts and the assumption by Federated (or one or more designated advisory subsidiaries of Federated) of certain liabilities arising after the closing of the transactions (the “Transactions”) contemplated in the Transaction Agreement in respect of the assets to be assigned or sold to Federated and certain PNC Funds Adviser employees to commence employment with Federated or one of its subsidiaries on the date of the closing of the Transactions. PNC Bank, N.A. (“PNC”), the parent company of the PNC Funds Adviser, also joined the Transaction Agreement for certain restrictive covenants, indemnification and certain other provisions. Pursuant to the Transaction Agreement, the PNC Funds Adviser has agreed to use commercially reasonable efforts to cause each PNC Fund involved in a Reorganization to discharge or transfer to the PNC Funds Adviser all liabilities of such PNC Fund to the extent not discharged at or prior to the closing of the Transactions (except in the case of any PNC Fund being reorganized into a newly created shell Federated Fund, as the Stated Liabilities (as defined in the Transaction Agreement) of the applicable PNC Fund will be assumed by the corresponding Federated Fund). To the extent any of these liabilities are not discharged at or prior to the closing of the Transactions, the PNC Funds Adviser will assume such liabilities.

Assuming conditions in the Transaction Agreement and the Plans are met, shareholders of the PNC Funds will become shareholders of the Federated Funds. As consideration for the consummation of the Transactions, the PNC Funds Adviser shall be entitled to receive compensation under the Transaction Agreement in the form of a fixed upfront payment, which is significant in amount and payable upon confirmation of a successful closing of the Transaction, and an additional amount (which can also be significant in amount), payable approximately 30 days after the closing of the Transaction, calculated based on the amount of the assets of the PNC Funds in the PNC Funds’ cash solutions business.

Under the Transaction Agreement, Federated and the PNC Funds Adviser have each acknowledged and agreed that the Transactions are intended to qualify for the treatment described in, and satisfy the applicable requirements of, Section 15(f) of the 1940 Act. In this regard, Federated and the PNC Funds Adviser subject to their respective fiduciary duties and applicable law, shall use commercially reasonable efforts to comply with the conditions of Section 15(f) of the 1940 Act in respect of the Transactions that are the subject of Section 15(f) of the 1940 Act, including: (i) by taking such action (or refraining from taking such action) as necessary so that for a period of three (3) years after the closing of the Transactions, at least 75% of the Federated Funds Board or any successor thereto (including by reorganization or otherwise) are not “interested persons” (as that term is defined in the 1940 Act) of (a) any investment adviser of such Federated Fund after the closing, or (B) the investment adviser of such Federated Fund (or the applicable PNC Fund) prior to the closing; and (ii) by not imposing or seeking to impose for a period of two (2) years after the closing, an “unfair burden” (as that term is defined in Section 15(f)(2)(B) of the 1940 Act) on such Federated Fund.

The PNC Funds Adviser, PNC, Federated and/or their affiliates have agreed upon which entities as among them will be responsible for all (or certain portions of) the transaction costs of the Transactions, including any costs associated with preparing, filing, printing, and mailing this Prospectus/Proxy Statement.

In addition to deal consideration payable under the Transaction Agreement, it also is anticipated that PNC or the PNC Funds Adviser, or their affiliates, will, under agreements with one or more subsidiaries of Federated, be entitled to receive distribution or servicing fees from such subsidiaries on shareholder accounts for which it serves as the broker/dealer or intermediary of record and performs services. However, PNC or the PNC Funds Adviser would no longer receive fees from the PNC Funds or their affiliates with respect to those accounts.

COSTS OF THE REORGANIZATION

Under each of the Plans, the PNC Funds and the Federated Funds will not bear any expenses associated with their participation in the Reorganizations, except as contemplated below and under Article IX of the Plans, forms of which are attached as Annex A and incorporated herein by reference. The Federated Funds Advisers and/or the PNC Funds Adviser, or their affiliates, will bear certain expenses associated with the PNC Funds’ and the Federated Funds’ participation in the Reorganizations as agreed between them. Such reorganization expenses include: (a) expenses associated with the preparation and filing of the proxy materials; (b) postage, printing and legal and accounting fees incurred in connection with the preparation of the proxy materials; (c) solicitation and tabulation costs of the transaction; and (d) other related administrative or operational costs. The Federated Funds shall bear expenses associated with the qualification of Federated Fund Shares for sale in the various states. In addition, to the extent that any transition of portfolio securities is required in connection with the Reorganization, the Funds may incur transaction expenses associated with the sale and purchase of portfolio securities. All expenses paid by the Federated Funds will be solely and directly related to the Reorganizations in accordance with the principles set forth in Revenue Ruling 73-54, 1973-1 C.B. 187. All expenses will be paid directly by the party bearing such expenses to the relevant providers of service or other payees. Notwithstanding the foregoing, the party directly incurring any costs and expenses will bear such costs and expenses if and to the extent that payment by another party would result in the PNC Fund or the Federated Fund failing to qualify and be eligible for treatment as a RIC under Sections 851 and 852 of the Code or would prevent any Reorganization from qualifying as a “reorganization” under Section 368(a) of the Code.

With respect to Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund, it is possible that certain securities of PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund that are held through sub-custodial arrangements in emerging markets countries will be required to be liquidated if the Federated Funds are not able to establish appropriate sub-custodial arrangements in such countries prior to the consummation of the reorganizations. Such liquidations would incur additional transaction expenses.

With respect to Federated MDT Large Cap Value Fund, securities may be held or disposed of following the Reorganization in accordance with the Federated Funds Adviser's Optimum Q Process, a quantitative computer model driven by fundamental stock selection variables. Because Federated MDT Large Cap Value Fund uses this quantitative, model-driven strategy which reallocates on a daily basis, it is difficult to provide an accurate assessment of the scope of the required reallocation of the Federated MDT Large Cap Value Fund's portfolio. Based on the information currently available, it is estimated that such brokerage expenses will be approximately as set forth in the table below for Federated MDT Large Cap Value Fund.

	Total Brokerage Expenses/Commissions	Brokerage Expenses/Commissions Per Shares
Federated MDT Large Cap Value Fund	$25,444	0.0006

DESCRIPTION OF THE PNC FUNDS AND FEDERATED FUNDS CAPITALIZATION

The shares of the Federated Funds to be issued to shareholders of the PNC Funds under the Plans will be fully paid and non-assessable when issued, transferable without restriction and will have no preemptive rights. Please see the prospectuses of the Federated Funds for additional information about the shares of the Federated Funds.

The following tables set forth the unaudited capitalization of the PNC Funds into the Federated Funds on a pro forma combined basis after giving effect to the Reorganizations as of May 31, 2019. This section is for informational purposes only. As PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund are expected to be the accounting and tax survivors of each respective Reorganization, each such Fund’s NAVs were utilized to calculate the share adjustment, if any, for the corresponding Federated Fund.

	Total Net Assets	Shares Outstanding	Net Asset Value Per Share
PNC Emerging Markets Equity Fund (Class A)	$19,864	1,772	$11.21
PNC Emerging Markets Equity Fund (Class I)	$11,557,625	1,029,506	$11.23
PNC Emerging Markets Equity Fund (Class R6)	$19,695	1,754	$11.23
Share Adjustment		(3)
Federated Emerging Markets Equity Fund (IS Shares)	$-	-
Federated Emerging Markets Equity Fund, Pro Forma Combined (IS Shares)	$11,597,184	1,033,029	$11.23

Total Net Assets

Shares Outstanding

Net Asset Value Per Share

PNC International Equity Fund (Class A)	$58,932,497	2,663,436	$22.13
Share Adjustment		-
Federated International Equity Fund (Class A)	$-	-
Federated International Equity Fund, Pro Forma Combined (Class A)	$58,932,497	2,663,436	$22.13

PNC International Equity Fund (Class C)	$5,895,222	279,151	$21.12
Share Adjustment		-
Federated International Equity Fund (Class C)	$-	-
Federated International Equity Fund, Pro Forma Combined (Class C)	$5,895,222	279,151	$21.12

PNC International Equity Fund (Class I)	$939,067,683	42,039,967	$22.34
Share Adjustment		-
Federated International Equity Fund (IS Shares)	$-	-
Federated International Equity Fund, Pro Forma Combined (IS Shares)	$939,067,683	42,039,967	$22.34

PNC International Equity Fund (Class R6)	$594,999,754	26,631,335	$22.34
Share Adjustment		-
Federated International Equity Fund (Class R6)	$-	-
Federated International Equity Fund, Pro Forma Combined (Class R6)	$594,999,754	26,631,335	$22.34

	Total Net Assets	Shares Outstanding	Net Asset Value Per Share
PNC International Growth Fund (Class A)	$69,606	5,850	$11.90
PNC International Growth Fund (Class I)	$5,412,329	455,782	$11.87
PNC International Growth Fund (Class R6)	$20,574	1,733	$11.87
Share Adjustment		14
Federated International Growth Fund (IS Shares)	$-	-
Federated International Growth Fund, Pro Forma Combined (IS Shares)	$5,502,509	463,379	$11.87

	Total Net Assets¹	Shares Outstanding	Net Asset Value Per Share
PNC Multi-Factor Large Cap Value Fund (Class A)	$18,122,097	784,091	$23.11
Share Adjustment²		(70.342)
Federated MDT Large Cap Value Fund (Class A)	$475,650,537	18,735,609	$25.39
Federated MDT Large Cap Value Fund, Pro Forma Combined (Class A)	$493,772,634	19,449,358	$25.39
PNC Multi-Factor Large Cap Value Fund (Class C)	$232,369	10,317	$22.52
Share Adjustment²		(1,161)
Federated MDT Large Cap Value Fund (Class C)	$14,071,944	554,344	$25.38
Federated Emerging Markets Equity Fund, Pro Forma Combined (Class C)	$14,304,313	563,500	$25.38
PNC Multi-Factor Large Cap Value Fund (Class I)	$78,059,954	3,365,567	$23.19
Share Adjustment²		(293,550)
Federated MDT Large Cap Value Fund (IS Shares)	$365,948,037	14,402,326	$25.41
Federated MDT Large Cap Value Fund, Pro Forma Combined (IS Shares)	$444,007,991	17,474,343	$25.41

¹Total net assets of Federated MDT Large Cap Value Fund include an additional $239,120,484 of Class B, Class R, Class R6 and Service Shares which are not involved in the Reorganization and are not reflected in the table above.

²Share adjustment necessary to reflect shares to be issued based on net assets of PNC Multi-Factor Large Cap Value Fund and Federated MDT Large Cap Value Fund net asset value per share.

FEDERAL INCOME TAX CONSEQUENCES

As a non-waivable condition to each of the Reorganizations, the Federated Funds and the corresponding PNC Funds will receive opinions of counsel to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes:

With respect to the Reorganizations involving PNC Emerging Markets Equity Fund, PNC International Equity Fund and PNC International Growth Fund, the transfer of all or substantially all of the applicable PNC Fund’s assets to the corresponding Federated Fund solely in exchange for Federated Fund Shares and the Federated Fund’s assumption of stated liabilities as provided in the Plans (other than certain excluded liabilities) (followed by the distribution of Federated Fund Shares to the PNC Fund Shareholders in dissolution, liquidation and termination of the PNC Fund) will constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and the Federated Fund and the PNC Fund will each by a “party to a reorganization” within the meaning of Section 368(b) of the Code.

With respect to the Reorganization involving PNC Multi-Factor Large Cap Value Fund, the transfer of all or substantially all of the PNC Multi-Factor Large Cap Value Fund’s assets to Federated MDT Large Cap Value Fund solely in exchange for Federated Fund Shares (followed by the distribution of Federated Fund Shares to the PNC Fund Shareholders in dissolution, liquidation and termination of the PNC Multi-Factor Large Cap Value Fund) will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the Federated MDT Large Cap Value Fund and the PNC Multi-Factor Large Cap Value Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

No gain or loss will be recognized by the Federated Fund upon the receipt of the assets of the corresponding PNC Fund solely in exchange for Federated Fund shares.

No gain or loss will be recognized by the PNC Fund upon the transfer of the PNC Fund’s assets to the corresponding Federated Fund solely in exchange for Federated Fund shares or upon the distribution (whether actual or constructive) of Federated Fund shares to PNC Fund shareholders in exchange for their PNC Fund shares.

No gain or loss will be recognized by any PNC Fund shareholder upon the exchange of its PNC Fund shares for corresponding Federated Fund shares.

The aggregate tax basis of the Federated Fund shares received by each PNC Fund shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the corresponding PNC Fund shares held by such PNC Fund shareholder immediately prior to the Reorganization. The holding period of Federated Fund shares received by each PNC Fund shareholder will include the period during which the PNC Fund shares exchanged therefor were held by such shareholder, provided the PNC Fund shares are held as capital assets at the time of the Reorganization.

The tax basis of the PNC Fund’s assets acquired by the Federated Fund will be the same as the tax basis of such assets to the PNC Fund immediately prior to the Reorganization. The holding period of the assets of the PNC Fund in the hands of the Federated Fund will include the period during which those assets were held by the PNC Fund.

In the case of the Reorganization involving PNC Multi-Factor Large Cap Value Fund and Federated MDT Large Cap Value Fund , the Federated MDT Large Cap Value Fund will succeed to and take into account the items of PNC Multi-Factor Large Cap Value Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder.

In the case of each other Reorganization, for purposes of section 381 of the Code, each Federated Fund will be treated just as the relevant PNC Fund would have been treated if there had been no Reorganization. Accordingly, the Reorganization will not result in the termination of the PNC Fund’s taxable year, the PNC Fund’s tax attributes enumerated in section 381(c) of the Code will be taken into account by the Federated Fund as if there had been no Reorganization, and the part of the PNC Fund’s last taxable year that began before the Reorganization will be included in the Federated Fund’s first taxable year that ends after the Reorganization.

Such opinion shall be based on customary assumptions and shall be conditioned on (1) such representations as K&L Gates LLP, counsel providing the opinion, may reasonably request (and the PNC Fund and Federated Fund will cooperate to make and certify the accuracy of such representations) all being true and complete on the Closing Date, and (2) the Reorganization’s consummation in accordance with the applicable Agreement and Plan of Reorganization (without the waiver or modification of any terms or conditions hereof and without taking into account any amendments hereof that K&L Gates LLP has not approved). Notwithstanding anything herein to the contrary, neither the Federated Fund nor the PNC Fund may waive the above conditions.

See the discussion under the section entitled “Summary – Tax Consequences” in this Prospectus/Proxy Statement for further information regarding the tax consequences of the Reorganizations, including (without limitation) information on the unrealized gains/losses of the PNC Multi-Factor Large Cap Value Fund and the Federated MDT Large Cap Value Fund, and the possibility that the PNC Funds may make distributions (which may be taxable) of ordinary income and/or realized capital gains to its shareholders prior to the Reorganization being consummated.

Shareholders of the PNC Funds should consult their tax advisors regarding the effect, if any, of the Reorganizations in light of their individual circumstances. Because the foregoing discussion only relates to the federal income tax consequences of the Reorganizations, those shareholders also should consult their tax advisors about the state and local tax consequences, if any, of the Reorganizations.

COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS

Each PNC Fund and Federated Fund is an open-end management investment company registered under the 1940 Act. The Reorganizing Funds Trust and the Federated Adviser Series were both established under the laws of the State of Delaware.

The rights of shareholders of Federated Adviser Series and the Reorganizing Funds Trust are defined by their respective organizational documents and state law. The chart in Annex G attached hereto compares the rights of shareholders of the Reorganizing Funds Trust and the rights of shareholders of Federated Adviser Series.

INFORMATION ABOUT PNC FUNDS AND FEDERATED FUNDS

WHERE TO FIND ADDITIONAL INFORMATION

Information about the PNC Funds and the Federated Funds are included in the Prospectuses, SAIs, and shareholder reports as set forth in Annex B. All such reports have been filed with the SEC and may be obtained without charge by contacting the Federated Funds at 1-800-341-7400 or the PNC Funds at 1-800-622-3863 or by writing to Federated Investors Funds, 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561 or writing the PNC Funds at One East Pratt Street, 5th Floor, Baltimore, MD 21202. The Prospectuses and SAIs of the PNC Funds can be found electronically at www.pncfunds.com. The Prospectuses and SAIs of the Federated Funds are also available electronically on Federated’s website at FederatedInvestors.com.

The Reorganizing Funds Trust, and Federated Adviser Series, on behalf of their Funds, are subject to the informational requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, and the 1940 Act, and in accordance therewith file reports and other information with the SEC. Reports, information/proxy statements and other information filed by the Reorganizing Funds Trust and by Federated Adviser Series, on behalf of their Funds, can be obtained by calling or writing the Funds, or obtained electronically from the EDGAR database on the SEC’s website (www.sec.gov).

ABOUT THE PROXY SOLICITATION AND THE SPECIAL MEETING

Proxies are being solicited by the PNC Funds Board. The proxies will be voted at the special meeting of shareholders of the PNC Funds to be held at the offices of PNC Capital Advisors, LLC located at One East Pratt Street, 5th Floor, Baltimore MD 21202, at 11:00 a.m. (Eastern time), on November 5, 2019 (such special meeting and any adjournment or postponement hereof are referred to as the “Special Meeting”). Proxy materials including this Prospectus/Proxy Statement, the Notice of Special Meeting of Shareholders and the form of proxy are available online at the website listed on the proxy card(s).

The cost of the solicitation, including the printing and mailing of proxy materials, will be borne by the PNC Funds Adviser or its affiliates and/or the Federated Funds Adviser or its affiliates. In addition to solicitations through the mail, proxies may be solicited by officers, employees and agents of the PNC Funds Adviser or its affiliates, or, if necessary, by the communications firm Broadridge Financial Solutions, Inc., retained for this purpose. Such solicitations may be by telephone, through the Internet or otherwise. Any telephonic solicitations will follow procedures designed to ensure accuracy and prevent fraud, including requiring identifying shareholder information, recording the shareholder's instructions and confirming to the shareholders after the fact. Shareholders who communicate proxies by telephone or by other electronic means have the same power and authority to issue, revoke, or otherwise change their voting instructions as shareholders submitting proxies in written form. The PNC Funds Adviser may reimburse custodians, nominees and fiduciaries for the reasonable costs incurred by them in connection with forwarding solicitation materials to the beneficial owners of shares held of record by such persons.

The purpose of the Special Meeting is set forth in the accompanying Notice. The Board of PNC Funds knows of no business other than that mentioned in the Notice that will be presented for consideration at the Special Meeting. Should other business properly be brought before the Special Meeting, proxies will be voted in accordance with the best judgment of the persons named as proxies. This Prospectus/Proxy Statement and the enclosed proxy card are expected to be mailed on or about September 27, 2019, to shareholders of record at the close of business on August 7, 2019 (the “Record Date”).

Each PNC Fund’s Annual Report, which includes audited financial statements for the fiscal year ended May 31, 2019, was previously mailed to shareholders of the PNC Funds. Federated MDT Large Cap Value Fund’s Semi-Annual Reports was previously mailed to shareholders of the respective Federated Funds for the fiscal period of June 30, 2019. As of the date of this Prospectus/Proxy Statement, Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund have not commenced operations and each Fund’s first fiscal year end will be May 31, 2020. Federated Emerging Markets Equity Fund, Federated International Equity Fund, and Federated International Growth Fund are expected to be the legal entity survivors of each respective Reorganization. PNC Emerging Markets Equity Fund, PNC International Equity Fund, and PNC International Growth Fund are expected to be the accounting and tax survivors of each respective Reorganization.

The PNC Funds and Federated MDT Large Cap Value Fund will promptly provide, without charge and upon request, to each person to whom this Prospectus/Proxy Statement is delivered a copy of their Annual Report, which may be requested by writing to the Funds' principal executive officers or by calling the Fund. The principal executive office of the Federated Funds is located at 4000 Ericsson Drive, Warrendale, PA 15086-7561. The principal executive office of the PNC Funds is located at One East Pratt Street--5th Floor, Baltimore, MD 21202. These documents, as well as additional information about the Funds (including portfolio holdings, performance, and distributions), is also available on the website for each Fund. The website for the Federated Funds is www.FederatedInvestors.com. The toll-free telephone number for the Federated Funds is 1-800-341-7400. An investor may obtain directions on how to attend the Special Meeting of shareholders by calling 1-800-341-7400. The website for the PNC Funds is www.pncfunds.com. The toll-free telephone number for the PNC Funds is 1-800-622-3863.

PROXIES, QUORUM AND VOTING AT THE SPECIAL MEETING

Only shareholders of record on the Record Date will be entitled to vote at the Special Meeting. Each share of each PNC Fund is entitled to one vote. Fractional shares are entitled to proportionate shares of one vote. The votes of shareholders of the Federated Funds are not being solicited since their approval is not required in order to effect the Reorganization.

Any shareholder entitled to vote at any meeting of shareholders may vote either in person, by telephone, by electronic means including facsimile, or by proxy, but no proxy which is dated more than eleven months before the meeting named therein shall be accepted unless otherwise provided in the proxy. Every proxy shall be in writing, subscribed by the shareholder or his duly authorized agent or be in such other form as may be permitted by law, including documents conveyed by electronic transmission. Every proxy shall be dated, but need not be sealed, witnessed or acknowledged. The placing of a shareholder's name on a proxy or authorizing another to act as the shareholder's agent, pursuant to telephone or electronically transmitted instructions obtained in accordance with procedures reasonably designed to verify that such instructions have been authorized by such shareholder, shall constitute execution of a proxy by or on behalf of such shareholder. Where shares are held of record by more than one person, any co-owner or co-fiduciary may execute the proxy or give authority to an agent, unless the Secretary of the Trust is notified in writing by any co-owner or co-fiduciary that the joinder of more than one is to be required. All proxies shall be filed with and verified by the Secretary or an Assistant Secretary of the Trust, or the person acting as Secretary of the Meeting. Unless otherwise specifically limited by their term, all proxies shall entitle the holders thereof to vote at any adjournment of such meeting. Any person giving a proxy has the power to revoke it at any time prior to its exercise by executing a superseding proxy or by submitting a written notice of revocation to the Secretary of the Reorganizing Funds Trust. If no instruction is given on the submitted proxy, the persons named as proxies will vote the shares represented thereby in favor of approval of the Plan.

In order to hold and take action at the Special Meeting, other than adjourning the Special Meeting, a “quorum” of shareholders of the applicable PNC Fund must be present. Forty percent (40%) of the outstanding shares entitled to vote at the Special Meeting, which are present in person or represented by proxy, shall constitute a quorum for the purpose of voting on the proposal to approve the Plan and for the purpose of transacting any other business which may come before the meeting. Approval of each Plan requires the affirmative vote of the holders of not less than a majority of the shares of each PNC Fund cast, in person or by proxy, at the Special Meeting.

Shares represented by a properly executed proxy will be voted in accordance with the instructions on the proxy, or, if no instructions are provided, the shares will be voted in FAVOR of the approval of the Reorganization. Abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as votes present at the Special Meeting but will not be treated as votes cast at such Special Meeting. Abstentions and broker “non-votes”, therefore: (i) will be included for purposes of determining whether a quorum is present; (ii) will have no effect on proposals that require an affirmative vote of a majority of votes cast for approval; and (iii) will count as votes against proposals that require an affirmative vote of a majority of the outstanding voting securities.

The Special Meeting, whether or not a quorum is present, may be adjourned from time to time for any reason whatsoever by a vote of the holders of shares entitled to vote holding not less than a majority of the shares present in person or by proxy at the meeting, or by the chairperson of the PNC Funds Board, the president of the Reorganizing Funds Trust, in the absence of the chairperson of the PNC Funds Board, or any vice president or other authorized officer of the Reorganizing Funds Trust, in the absence of the President of the Reorganizing Funds Trust. A shareholder vote may be taken on any proposal in this Prospectus/Proxy Statement prior to any such adjournment if sufficient votes have been received for approval.

SHARE OWNERSHIP OF THE FUNDS

[TO BE FILED BY AMENDMENT]

A shareholder who owns, directly or indirectly, more than 25% of a Fund’s voting securities may be deemed a “control person” (as defined under applicable securities laws) of the Fund. A control person’s vote could have more significant effect on matters presented to shareholders for approval then the vote of other Fund shareholders. If the Reorganizations are consummated, the share ownership figures are likely to be different on the Closing Date as a result of daily share purchase and redemption activities in the Funds and changes in NAV.

As of August 7, 2019, the Federated Funds Boards and Officers as a group owned [ %] of each class of the Federated Funds’ outstanding shares.

As of August 7, 2019, the PNC Funds Board and Officers as a group owned [ %] of each class of the PNC Funds’ outstanding shares.

The following shareholders owned, as of record or beneficially, 5% or more of a share class of the indicated Fund’s shares as of August 7, 2019.

[TO BE FILED BY AMENDMENT]

The following persons owned of record or beneficially, as of August 7, 2019, 25% or greater of the indicated Fund’s outstanding equity securities:

[TO BE FILED BY AMENDMENT]

INTERESTS OF CERTAIN PERSONS

The Federated Funds Advisers are subsidiaries of Federated. All of the voting securities of Federated are owned by a trust, the trustees of which are J. Christopher Donahue, Thomas R. Donahue, and Rhodora J. Donahue, their mother, for the benefit of certain members of the Donahue family.

The PNC Funds Adviser is a wholly-owned direct subsidiary of PNC. PNC is a wholly-owned subsidiary of The PNC Financial Services Group, Inc., a financial holding company.

OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY

The Reorganizing Funds Trust is not required to, and does not, hold annual meetings. Nonetheless, the Board of Trustees of the Reorganizing Funds Trust may call a special meeting of shareholders for action by shareholder vote as may be required by the 1940 Act or as required or permitted by the Declaration of Trust and By-Laws of the Reorganizing Funds Trust. Shareholders of the PNC Funds who wish to present a proposal for action at a future meeting should submit a written proposal to the Reorganizing Funds Trust for inclusion in a future proxy statement. Submission of a proposal does not necessarily mean that such proposal will be included in the PNC Funds' proxy statement since inclusion in the proxy statement is subject to compliance with certain federal regulations. Shareholders retain the right to request that a meeting of the shareholders be held for the purpose of considering matters requiring shareholder approval.

No business other than the matter described above is expected to come before the Special Meeting, but should any other business properly come before the Special Meeting, the persons named in the enclosed proxy will vote thereon in their discretion.

SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD(S) AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.

By Order of the Board of Trustees of the PNC Funds,

/s/ Jennifer Spratley
Jennifer Spratley

President

August 13, 2019

ANNEX A –

FORMS OF AGREEMENTS AND PLANS OF REORGANIZATION

PNC Emerging Markets Equity Fund – Federated Emerging Markets Equity Fund

PNC International Growth Fund – Federated International Growth Fund

PNC International Equity Fund – Federated International Equity Fund

[SELLER FUND]

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this ____ day of August, 2019, by and between Federated Adviser Series, a Delaware statutory trust, with its principal place of business at 4000 Ericsson Drive, Warrendale, PA 15086-7561 (the “Surviving Fund Registrant”), on behalf of its series, [BUYER FUND NAME] (the “Surviving Fund”), and PNC Funds, a Delaware statutory trust, with its principal place of business at [ ] (the “Reorganizing Fund Registrant”), on behalf of [SELLER FUND NAME] (“Reorganizing Fund” and, collectively with the Surviving Fund, the “Funds”). Federated Global Investment Management Corp., a Delaware statutory trust (the “Surviving Fund Adviser”), joins this Agreement solely for purposes of Article IX, and PNC Capital Advisors, LLC (the “Reorganizing Fund Adviser”), a Delaware limited liability company, joins this Agreement solely for purposes of Article IX.

This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a)(1)(F) of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder. The reorganization will consist of: (i) the transfer of all or substantially all of the assets of the Reorganizing Fund (which offers [REORGANIZING FUND SHARE CLASSES]), the (“Reorganizing Fund Shares”) (subject to the stated liabilities of the Reorganizing Fund accrued and reflected in the books and records and net asset value of the Reorganizing Fund (“Stated Liabilities”), in exchange solely for shares ([SURVIVING FUND SHARE CLASSES], respectively), no par value per share, of the Surviving Fund (“Surviving Fund Shares”); (ii) the distribution of the Surviving Fund Shares ([SURVIVING FUND SHARE CLASSES]) to the holders of the outstanding shares of the Reorganizing Fund ([REORGANIZING FUND SHARE CLASSES], respectively), and (iii) the liquidation, dissolution and termination of the Reorganizing Fund as provided herein, all upon the terms and conditions set forth in this Agreement (the “Reorganization”).

WHEREAS, the Surviving Fund and the Reorganizing Fund are separate series of the Surviving Fund Registrant and the Reorganizing Fund Registrant, respectively, the Surviving Fund Registrant and Reorganizing Fund Registrant are open-end, registered management investment companies, and the Reorganizing Fund owns securities that generally are assets of the character in which the Surviving Fund is permitted to invest;

WHEREAS, the Funds are authorized to issue their shares of beneficial interests;

WHEREAS, the Trustees of the Reorganizing Fund Registrant have determined that the Reorganization, with respect to the Reorganizing Fund, is in the best interests of the Reorganizing Fund;

WHEREAS, the Trustees of the Surviving Fund Registrant have determined that the Reorganization, with respect to the Surviving Fund, is in the best interest of the Surviving Fund;

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

TRANSFER OF ASSETS OF THE REORGANIZING FUND IN EXCHANGE FOR SURVIVING FUND SHARES AND LIQUIDATION AND DISSOLUTION OF THE REORGANIZING FUND

1.1 THE EXCHANGE. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Reorganizing Fund agrees to transfer all or substantially all of its assets, as set forth in paragraph 1.2 (subject to the Stated Liabilities (other than any liabilities related to the trustee deferred compensation program, the termination of existing arrangements of the Reorganizing Fund, liabilities related to the Reorganizing Fund Shares’ Rule 12b-1 and Shareholder Service fees (if applicable), as well as any non-ordinary course liabilities discharged pursuant to paragraph 1.3(e), each of which shall be discharged on or prior to the Closing Date) of the Reorganizing Fund, which shall be assumed by the Surviving Fund) to the Surviving Fund. In exchange, the Surviving Fund agrees to assume the Stated Liabilities (other than any liabilities related to the trustee deferred compensation program, the termination of existing arrangements of the Reorganizing Fund, liabilities related to the Reorganizing Fund Shares’ Rule 12b-1 and Shareholder Service fees (if applicable), as well as any non-ordinary course liabilities discharged pursuant to paragraph 1.3(e), each of which shall be discharged on or prior to the Closing Date) and to deliver to the Reorganizing Fund the number of Surviving Fund Shares with a total net asset value (“NAV”) equal to the total NAV of Reorganizing Fund Shares outstanding on the Closing Date. Holders of the Reorganizing Fund Shares will receive the corresponding class of Surviving Fund Shares in exchange for their Reorganizing Fund Shares, as detailed on the below table. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.

[REORGANIZATION-SPECIFIC SHARE CLASS MAPPING TABLE TO BE INCLUDED]

1.2 ASSETS TO BE ACQUIRED. The assets of the Reorganizing Fund to be acquired by the Surviving Fund shall consist of all of property having a value equal to the total net assets of the Reorganizing Fund, including, without limitation, all cash (except as provided below), securities, commodities, interests in futures, dividends or interest receivable and other assets (except as provided in the next sentence) owned by the Reorganizing Fund as of the Closing Date. The assets to be acquired by the Surviving Fund shall not include any deferred or prepaid expenses shown as an asset on the books of the Reorganizing Fund on the Closing Date, to the extent that they do not have continuing value to the Surviving Fund.

The Reorganization is to occur on the Closing Date, which is expected to be on or after [ ], 2019. On the Closing Date, substantially all of the assets of the Reorganizing Fund will be transferred to the Surviving Fund. In exchange for the transfer of these assets and the Surviving Fund’s assumption of the Stated Liabilities (other than those liabilities as set forth in paragraph 1.3 herein which shall be discharged on or prior to the Closing Date) of the Reorganizing Fund, the Surviving Fund will simultaneously issue to the Reorganizing Fund a number of full and fractional [SURVIVING FUND SHARE CLASSES], (as applicable) of the Surviving Fund equal in value to the aggregate NAV of the [REORGANIZING FUND SHARE CLASSES], respectively, of the Reorganizing Fund, as applicable, calculated as of 4:00 p.m., Eastern time, on the Closing Date.

1.3 DISCHARGE OF LIABILITIES. The Reorganizing Fund shall discharge on or prior to the Closing Date each of the following: (a) any director/trustee deferred compensation plan liabilities; (b) any liabilities arising due to the termination of any Reorganizing Fund contract; (c) any liabilities relating to any line of credit; (d) any liabilities related to the Reorganizing Fund Shares’ Rule 12b-1 and Shareholder Service fees (if applicable); and (e) any other non-ordinary course liabilities mutually agreed upon by the Reorganizing Fund Adviser and the Surviving Fund Adviser after consultation with both Funds’ counsel to the independent trustees/directors. For the avoidance of doubt, the Surviving Fund shall assume and have no liability with respect to any payments to the financier arising out of the aging of any contingent deferred sales charges for the Reorganizing Fund Shares.

1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable: (a) the Reorganizing Fund will distribute in complete liquidation of the Reorganizing Fund, pro rata to its shareholders of record of each class of the Reorganizing Fund, determined as of the close of business on the Closing Date (the “Reorganizing Fund Shareholders”), all of the shares of the corresponding class of Surviving Fund Shares received by the Reorganizing Fund pursuant to paragraph 1.1; and (b) the Reorganizing Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Surviving Fund Shares credited to the account of the Reorganizing Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the name of the Reorganizing Fund Shareholders, and representing the respective pro rata number of Surviving Fund Shares due such shareholders. All issued and outstanding Reorganizing Fund Shares will simultaneously be canceled on the books of the Reorganizing Fund. The Surviving Fund shall not issue certificates representing Surviving Fund Shares in connection with such transfer. After the Closing Date, the Reorganizing Fund shall not conduct any business except in connection with the settlement of any securities transactions effected before, but not settled by, the Closing Date, with such settlements to be delivered to the Surviving Fund, or in connection with the Reorganizing Fund’s liquidation, dissolution and termination.

1.5 OWNERSHIP OF SHARES. Ownership of Surviving Fund Shares will be shown on the books of the Surviving Fund’s transfer agent. Surviving Fund Shares will be issued simultaneously to the Reorganizing Fund in an amount equal in value to the aggregate NAV of the Reorganizing Fund Shares computed in the manner set forth in paragraph 2.2., to be distributed to Reorganizing Fund Shareholders.

1.6 TRANSFER TAXES. Any transfer taxes payable upon the issuance of Surviving Fund Shares in a name other than the registered holder of the Reorganizing Fund Shares on the books of the Reorganizing Fund as of that time, as a condition of such issuance and transfer, shall be paid by the person to whom such Surviving Fund Shares are to be issued and transferred.

1.7 REPORTING RESPONSIBILITY. Any reporting responsibility of the Reorganizing Fund is and shall remain the responsibility of the Reorganizing Fund, except as provided in Section 5.10 below.

1.8 TERMINATION. The Reorganizing Fund shall be liquidated, dissolved and terminated promptly following the Closing Date and the making of all distributions pursuant to paragraph 1.4 and the completion of all of its regulatory obligations and filings.

1.9 BOOKS AND RECORDS. All books and records of the Reorganizing Fund, including all books and records required to be maintained under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, shall be available to the Surviving Fund from and after the Closing Date and shall be turned over to the Surviving Fund as soon as practicable following the Closing Date. Copies of the applicable books and records may be retained as required by applicable law or as necessary for the Reorganizing Fund or the Reorganizing Fund Adviser on behalf of the Reorganizing Fund to prepare and file tax returns pursuant to paragraph 5.10 of this Agreement, provided that the Reorganizing Fund maintains them in a secure and confidential manner and does not disclose them unless required by law (which, for the avoidance of doubt, shall include the Reorganizing Fund’s obligation to file tax returns).

1.10 OTHER REORGANIZATION-SPECIFIC ITEMS.

In connection with the Reorganization, any minimum investment amounts applicable to initial investments in the Surviving Fund Shares shall be waived with respect to the Reorganizing Fund Shareholder’s initial receipt of Surviving Fund Shares as part of the Reorganization.

[With respect to the Class A Shares of the Surviving Fund (“Relevant Surviving Fund Shares”) to be acquired by shareholders of the Reorganizing Fund’s [RELEVANT REORGANIZING FUND SHARE CLASS], in connection with the Reorganization, such a Reorganizing Fund Shareholder will be issued Relevant Surviving Fund Shares pursuant to the terms of this Agreement at NAV (without reduction for a sales charge). With respect to subsequent purchases of Relevant Surviving Fund Shares in the future, such future purchases of Relevant Surviving Fund Shares would be at NAV so long as such future purchase otherwise qualifies for a sales load exception pursuant to the terms of the Surviving Fund’s prospectus (such as, for example, that the shares are purchased through a program offered by a financial intermediary that provides for the purchase of shares without imposition of a sales charge and where the financial intermediary has agreed not to receive a dealer reallowance on purchases under the program).]

Any privileges granted to any Reorganizing Fund Shareholder in connection with the Reorganization shall apply only with respect to the account of such Reorganizing Fund Shareholder opened on the books and records of the Surviving Fund as part of the Reorganization, and not to any existing account with the Surviving Fund or any other fund within the Federated Family of Funds or, unless otherwise specifically indicated herein, any other account opened by or on behalf of any Reorganizing Fund Shareholder with the Surviving Fund or any other fund within the Federated Family of Funds (except that Reorganizing Fund Shareholders whose accounts are designated “net asset value” shall retain the “net asset value” designation if the Reorganizing Fund Shareholder exchanges into another fund within the Federated Family of Funds).

ARTICLE II

VALUATION

2.1 VALUATION OF ASSETS. The value of the Reorganizing Fund’s assets to be acquired by the Surviving Fund hereunder shall be the value of such assets computed as of the closing on the Closing Date, after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures set forth in the Surviving Fund Registrant’s Declaration of Trust and the Surviving Fund’s then current prospectus and statement of additional information or such other valuation procedures as shall be determined necessary prior to closing and mutually agreed upon by the parties (and approved by the respective Boards of Trustees (“Board”) of the Surviving Fund Registrant and Reorganizing Fund Registrant).

2.2 VALUATION OF SHARES. The NAV per share of each class of Surviving Fund Shares shall be the NAV per share of such class of Surviving Fund Shares computed as of the closing on the Closing Date, using the valuation procedures set forth in the Surviving Fund Registrant’s Declaration of Trust and the Surviving Fund’s then current prospectus and statement of additional information, or such other valuation procedures as shall be determined necessary prior to closing and mutually agreed upon by the parties (and approved by their respective Boards).

2.3 SHARES TO BE ISSUED. The number of shares of each class of Surviving Fund Shares to be issued (including fractional shares, if any) in exchange for the Reorganizing Fund’s assets to be acquired by the Surviving Fund pursuant to this Agreement shall be determined in accordance with paragraph 1.1.

2.4 DETERMINATION OF VALUE. All computations of value shall be made by Bank of New York Mellon, on behalf of the Surviving Fund and the Reorganizing Fund. The Reorganizing Fund Registrant and the Surviving Fund Registrant agree to use commercially reasonable and good faith efforts to cause their respective administrators and investment advisers to work together to resolve before the Closing Date any material differences identified between the valuations of the portfolio assets of the Reorganizing Fund determined using the Surviving Fund’s valuation procedures as compared to the prices of the same portfolio assets determined using the Reorganizing Fund’s valuation procedures.

ARTICLE III

CLOSING AND CLOSING DATE

3.1 CLOSING DATE. The closing shall occur on or about [ ], 2019, or such other date(s) as the parties may agree to in writing (the “Closing Date”). All acts taking place at the closing shall be deemed to take place at 4:00 p.m. Eastern Time on the Closing Date unless otherwise provided herein. The closing shall be held at the offices of Federated Investors, Inc. (“Federated”), 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779, or at such other time and/or place as the parties may agree. The closing may be held in person, by facsimile, email or other communication means as the parties may agree.

3.2 CUSTODIAN’S CERTIFICATE. The Bank of New York Mellon, as custodian for the Reorganizing Fund (the “Custodian”), shall deliver to the Surviving Fund and the Reorganizing Fund at the closing a certificate of an authorized officer of the Custodian stating that: (a) the Reorganizing Fund’s portfolio securities, cash, and any other assets have been delivered in proper form to the Surviving Fund as of the Closing Date; and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Reorganizing Fund.

3.3 EFFECT OF SUSPENSION IN TRADING. In the event that on the scheduled Closing Date, either: (a) the New York Stock Exchange (“NYSE”) or another primary exchange on which the portfolio securities of the Surviving Fund or the Reorganizing Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Surviving Fund or the Reorganizing Fund is impracticable, the Closing Date shall be postponed until the first Friday that is a business day after the day when trading is fully resumed and reporting is restored that is mutually acceptable to the parties.

3.4 TRANSFER AGENT’S CERTIFICATE. The Bank of New York Mellon, as transfer agent for the Reorganizing Fund as of the Closing Date, shall deliver at the closing a certificate of an authorized officer stating that its records contain the names and addresses of Reorganizing Fund Shareholders, and the number and percentage ownership of each class of outstanding Reorganizing Fund Shares owned by each such shareholder immediately prior to the closing. The Surviving Fund shall issue and deliver, or cause, State Street Bank and Trust Company (and/or its service agent, DST Systems, Inc.), its transfer agent, to issue and deliver, a confirmation evidencing Surviving Fund Shares to be credited on the Closing Date to the Secretary of the Reorganizing Fund Registrant or provide evidence satisfactory to the Reorganizing Fund that the Surviving Fund Shares have been credited to the Reorganizing Fund’s account on the books of the Surviving Fund. At the closing, each party shall deliver to the other such bills of sale, checks, assignments, treasurer, chief financial officer, president/vice president, secretary or other officer certificates, custodian and transfer agent instructions and certificates, tax opinions, receipts and other instruments or documents, if any, as such other party or its counsel, may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 REPRESENTATIONS OF THE REORGANIZING FUND. The Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, represents and warrants to the Surviving Fund Registrant, on behalf of the Surviving Fund, as follows:

The Reorganizing Fund is a legally designated, separate series of a statutory trust duly organized, validly existing, and in good standing under the laws of the State of Delaware.

The Reorganizing Fund Registrant is registered as an open-end management investment company under the 1940 Act, the Reorganizing Fund Registrant’s registration with the Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act is in full force and effect, and the Reorganizing Fund Shares are registered under the Securities Act of 1933, as amended (“1933 Act”), and such registration has not been revoked or rescinded and is in full force and effect.

The current prospectus and statement of additional information of the Reorganizing Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act, and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading.

The Reorganizing Fund is not in violation of, and assuming shareholder approval of the Reorganization is obtained, the execution, delivery, and performance of this Agreement will not result in the violation of, any provision of the Reorganizing Fund Registrant’s Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Reorganizing Fund is a party or by which the Reorganizing Fund is bound.

The Reorganizing Fund has no material contracts or other commitments (other than this Agreement) that will be terminated with liability to it before the Closing Date, except for liabilities, if any, to be discharged as provided in paragraph 1.3 hereof. All contracts relating to the Reorganizing Fund, other than agreements necessary to fulfill the Reorganizing Fund’s responsibilities under paragraph 1.7, will be terminated with respect to the Reorganizing Fund as of the Closing Date (including any such contracts with affiliated persons of the Reorganizing Fund). All such other agreements shall be terminated with respect to the Reorganizing Fund promptly after its responsibilities under paragraph 1.7 are discharged.

Except as otherwise disclosed in writing to and accepted by the Surviving Fund, no litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Reorganizing Fund or any of its properties or assets. Any such litigation, administrative proceeding or investigation of or before any court or governmental body, if adversely determined, would not materially and adversely affect the Reorganizing Fund’s financial condition, the conduct of its business, or the ability of the Reorganizing Fund to carry out the transactions contemplated by this Agreement. The Reorganizing Fund is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein.

The audited financial statements of the Reorganizing Fund as of May 31, 2019, and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles, and such statements, including a list of all of the Reorganizing Fund’s assets as of the date of such statements, (copies of which have been furnished to the Surviving Fund) fairly reflect in all material respects the financial condition of the Reorganizing Fund as of such date, and there are no known contingent liabilities of the Reorganizing Fund as of such date that are not disclosed in such statements.

Since the date of the financial statements referred to in sub-paragraph (g) above, there have been no material adverse changes in the Reorganizing Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Reorganizing Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to the Surviving Fund. For the purposes of this sub-paragraph (h), a decline in the NAV of the Reorganizing Fund shall not constitute a material adverse change.

As of the date hereof, except as previously disclosed to the Surviving Fund in writing, and except as have been corrected as required by applicable law, and to the best of the Reorganizing Fund’s knowledge, there have been no material miscalculations of the NAV of the Reorganizing Fund or the NAV per share of any class or classes of Reorganizing Fund Shares during the twelve-month period preceding the date hereof and preceding the Closing Date, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act.

The minute books and other similar records of the Reorganizing Fund as made available to the Surviving Fund prior to the execution of this Agreement contain a true and complete record of all material action taken at all meetings and by all written consents in lieu of meetings of the shareholders of the Reorganizing Fund, the Reorganizing Fund Registrant’s Board and committees of the Reorganizing Fund Registrant’s Board. The stock transfer ledgers and other similar records of the Reorganizing Fund as made available to the Surviving Fund prior to the execution of this Agreement, and as existing on the Closing Date, accurately reflect all material record transfers prior to the execution of this Agreement, or the Closing Date, as applicable, in the Reorganizing Fund Shares.

The Reorganizing Fund has maintained, or caused to be maintained on its behalf, all books and records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder in all material respects.

All federal and other tax returns and reports of the Reorganizing Fund required by law to be filed (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects, and all federal and other taxes (whether or not shown as due on such returns and reports) have been paid, or provision shall have been made for the payment thereof. To the best of the Reorganizing Fund’s knowledge, no such return is currently under audit, and no assessment has been asserted or proposed with respect to such returns.

All issued and outstanding Reorganizing Fund Shares are duly and validly issued and outstanding, fully paid and non-assessable (except as described in the registration statement on Form N-1A of the Reorganizing Fund Registrant) by the Reorganizing Fund. All of the issued and outstanding Reorganizing Fund Shares will, at the time of the closing, be held by the persons and in the amounts set forth in the records of the Reorganizing Fund’s transfer agent as provided in paragraph 3.4. The Reorganizing Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any of the Reorganizing Fund Shares, and has no outstanding securities convertible into any of the Reorganizing Fund Shares.

At the closing, the Reorganizing Fund will have good and marketable title to the Reorganizing Fund’s assets to be transferred to the Surviving Fund pursuant to paragraph 1.2, and full right, power, and authority to sell, assign, transfer, and deliver such assets hereunder, free of any lien or other encumbrance, except those liens or encumbrances to which the Surviving Fund has received notice, and, upon delivery and payment for such assets, and the filing of any articles, certificates or other documents under the laws of the State of Delaware, the Surviving Fund will acquire good and marketable title, subject to no restrictions on the full transfer of such assets, other than such restrictions as might arise under the 1933 Act, and other than as disclosed to the Surviving Fund.

The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Reorganizing Fund other than shareholder approval as required by paragraph 5.2. Subject to approval by the Reorganizing Fund Shareholders and due authorization, execution and delivery of this Agreement by the other parties to this Agreement, this Agreement constitutes a valid and binding obligation of the Reorganizing Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

The information furnished by the Reorganizing Fund for use in no-action letters, applications for orders, registration statements, proxy materials and other documents necessary in connection with the transactions contemplated herein is accurate and complete in all material respects.

From the effective date of the Registration Statement (as defined in paragraph 5.7), through the time of the meeting of the Reorganizing Fund Shareholders and on the Closing Date, any written information furnished by the Reorganizing Fund Registrant with respect to the Reorganizing Fund for use in the Proxy Materials (as defined in paragraph 5.7), or any other materials provided to the Surviving Fund Registrant or its service providers and/or agents in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

The Reorganizing Fund has qualified, elected and been eligible to be treated as a “regulated investment company” under Sections 851 and 852 of the Code (a “RIC”), in respect of each taxable year since its commencement of operations; and qualifies and will continue to qualify and be treated as a RIC under Sections 851 and 852 of the Code for its current taxable year.

No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act or Delaware law for the execution of this Agreement by the Reorganizing Fund Registrant, for itself and on behalf of the Reorganizing Fund, or the performance of the Agreement by the Reorganizing Fund Registrant, for itself and on behalf of the Reorganizing Fund, except, in each case, for (i) the effectiveness of the Registration Statement (as defined in paragraph 5.7), and the filing of any articles, certificates or other documents that may be required under Delaware law, (ii) such other consents, approvals, authorizations and filings as have been made or received, and (iii) such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date; it being understood, however, that this Agreement and the transactions contemplated herein must be approved by the shareholders of the Reorganizing Fund as described in paragraph 5.2.

The Reorganizing Fund, and the Reorganizing Fund Registrant with respect to the Reorganizing Fund, has been and is in compliance in all material respects with the investment policies and restrictions set forth in its registration statement currently in effect. The value of the net assets of the Reorganizing Fund has been and is being determined using portfolio valuation methods that comply in all material respects with the methods described in its registration statement and the requirements of the 1940 Act. There are no legal or governmental actions, investigations, inquiries, or proceedings pending or, to the knowledge of the Reorganizing Fund, threatened against the Reorganizing Fund, or the Reorganizing Fund Registrant with respect to the Reorganizing Fund, that would question the right, power or capacity of (a) the Reorganizing Fund to conduct its business as conducted now or at any time in the past, or (b) the Reorganizing Fund Registrant’s ability to enter into this Agreement on behalf of the Reorganizing Fund or the Reorganizing Fund’s ability to consummate the transactions contemplated by this Agreement.

4.2 REPRESENTATIONS OF THE SURVIVING FUND. The Surviving Fund Registrant, on behalf of the Surviving Fund, represents and warrants to the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, as follows:

The Surviving Fund is a legally designated, separate series of a statutory trust duly organized, validly existing, and in good standing under the laws of the State of Delaware.

The Surviving Fund Registrant is registered as an open-end management investment company under the 1940 Act, the Surviving Fund Registrant’s registration with the Commission as an investment company under the 1940 Act is in full force and effect, and the Surviving Fund Shares are registered under the 1933 Act and such registration has not been revoked or rescinded and is in full force and effect.

The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Surviving Fund. Subject to approval by the Reorganizing Fund Shareholders and due authorization, execution and delivery of this Agreement by the other parties to this Agreement, this Agreement constitutes a valid and binding obligation of the Surviving Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

The current prospectus and statement of additional information of the Surviving Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading.

The Surviving Fund is not in violation of, and the execution, delivery and performance of this Agreement will not, result in a violation of, any provision of the Surviving Fund Registrant’s Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Surviving Fund is a party or by which it is bound.

As of the closing on the Closing Date, the Surviving Fund will have no assets (other than any seed capital invested by the Surviving Fund Adviser and/or its affiliates) and no liabilities. The Surviving Fund has not commenced investment operations and will not commence investment operations until after the closing on the Closing Date.

Except as otherwise disclosed in writing to and accepted by the Reorganizing Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Surviving Fund or any of its properties or assets. Any such litigation, administrative proceeding or investigation of or before any court or governmental body if adversely determined, would not materially and adversely affect its financial condition, the conduct of its business or the ability of the Surviving Fund to carry out the transactions contemplated by this Agreement. The Surviving Fund is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein.

Surviving Fund Shares to be issued and delivered to the Reorganizing Fund for the account of the Reorganizing Fund Shareholders pursuant to the terms of this Agreement will be the only Surviving Fund Shares outstanding as of the Closing Date and will, as of the closing, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued Surviving Fund Shares, and will be fully paid and non-assessable. The Surviving Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any Surviving Fund Shares, and there are no outstanding securities convertible into any Surviving Fund Shares.

The information furnished by the Surviving Fund for use in no-action letters, applications for orders, registration statements, proxy materials and other documents necessary in connection with the transactions contemplated herein is accurate and complete in all material respects.

From the effective date of the Registration Statement (as defined in paragraph 5.7), through the time of the meeting of the Reorganizing Fund Shareholders and on the Closing Date, any written information furnished by the Surviving Fund Registrant with respect to the Surviving Fund for use in the Proxy Materials (as defined in paragraph 5.7), or any other materials provided to the Reorganizing Fund Registrant or its service providers and/or agents in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

The Surviving Fund (i) will qualify and elect and be eligible to be treated as a RIC under Sections 851 and 852 of the Code, (ii) will file all tax returns as a RIC and (iii) will take all steps necessary to ensure that it continues to qualify for taxation as a RIC under Sections 851 and 852 of the Code.

No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law for the execution of this Agreement by the Surviving Fund Registrant, for itself and on behalf of the Surviving Fund, or the performance of the Agreement by the Surviving Fund Registrant, for itself and on behalf of the Surviving Fund, except, in each case, for (i) the effectiveness of the Registration Statement (as defined in paragraph 5.7), and the filing of any articles, certificates or other documents that may be required under Delaware law, (ii) such other consents, approvals, authorizations and filings as have been made or received, and (iii) such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date.

The Surviving Fund, and the Surviving Fund Registrant with respect to the Surviving Fund, is in compliance in all material respects with the investment policies and restrictions set forth in its registration statement currently in effect. The value of the net assets of the Surviving Fund is being determined using portfolio valuation methods that comply in all material respects with the methods described in its registration statement and the requirements of the 1940 Act. There are no legal or governmental actions, investigations, inquiries, or proceedings pending or, to the knowledge of the Surviving Fund, threatened against the Surviving Fund, or the Surviving Fund Registrant with respect to the Surviving Fund, that would question the right, power or capacity of (a) the Surviving Fund to conduct its business as conducted now, or (b) the Surviving Fund Registrant’s ability to enter into this Agreement on behalf of the Surviving Fund or the Surviving Fund’s ability to consummate the transactions contemplated by this Agreement.

The Surviving Fund was formed for the purpose of effecting the Reorganization and prior to the Closing Date, (i) will have carried on no business activity (apart from holding the initial investment of the initial shareholder), (ii) will not have had any tax attributes (including those specified in Section 381(c) of the Code), (iii) will not have held any property (other than a de minimis amount of assets to facilitate the transaction(s) described in the Agreement) and immediately following the Reorganization, the Surviving Fund will possess solely assets and liabilities that were possessed by the Reorganizing Fund immediately prior to the Reorganization; provided, however, that at the time of or before the Reorganization, the Surviving Fund may hold a de minimis amount of assets to facilitate its organization.

The Surviving Fund has maintained, or caused to be maintained on its behalf, all books and records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder in all material respects.

ARTICLE V

COVENANTS OF THE SURVIVING FUND AND THE REORGANIZING FUND

5.1 OPERATION IN ORDINARY COURSE. The Reorganizing Fund will operate its business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include portfolio turnover, changes to the portfolio necessary to transition the portfolio to the Surviving Fund, customary dividends, other dividends and distributions to shareholders contemplated herein and shareholder purchases and redemptions. The Surviving Fund’s operations shall be limited to such actions that are customary to the organization of a new series prior to its commencement of operations and in accordance with paragraph 4.2(e).

5.2 APPROVAL OF SHAREHOLDERS. The Reorganizing Fund Registrant will call a special meeting of the Reorganizing Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

5.3 INVESTMENT REPRESENTATION. The Reorganizing Fund covenants that the Surviving Fund Shares to be issued pursuant to this Agreement are not being acquired for the purpose of making any distribution, other than in connection with the Reorganization and in accordance with the terms of this Agreement.

5.4 ADDITIONAL INFORMATION. The Reorganizing Fund will provide reasonable assistance to the Surviving Fund in obtaining such information as the Surviving Fund reasonably requests concerning the beneficial ownership of the Reorganizing Fund Shares provided that the Reorganizing Fund will have no obligation to provide any information other than that contained on the books and records of the Reorganizing Fund’s transfer agent.

5.5 FURTHER ACTION. Subject to the provisions of this Agreement, the Surviving Fund and the Reorganizing Fund will each take or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date. The Surviving Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or “Blue Sky” laws as it may deem appropriate in order to continue its operations after the Closing Date.

5.6 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within sixty days after the Closing Date, the Reorganizing Fund shall furnish the Surviving Fund, in such form as is reasonably mutually acceptable to the Surviving Fund and the Reorganizing Fund, a statement of the earnings and profits of the Reorganizing Fund for federal income tax purposes as of the most recent tax year end, and which will be certified by the Reorganizing Fund Registrant’s Treasurer.

5.7 PREPARATION OF REGISTRATION STATEMENT AND SCHEDULE 14A PROXY STATEMENT. The Surviving Fund Registrant will prepare and file with the Commission a registration statement on Form N-14 relating to the Surviving Fund Shares to be issued to shareholders of the Reorganizing Fund (the “Registration Statement”). The Registration Statement on Form N-14 shall include a proxy statement and a prospectus and statement of additional information of the Surviving Fund relating to the transaction contemplated by this Agreement. The Registration Statement shall be in compliance with the 1933 Act, the 1934 Act and the 1940 Act, as applicable. Each party will provide the other party with the materials and information necessary to prepare the Registration Statement and any additional proxy and/or solicitation materials (the “Proxy Materials”), for inclusion therein, in connection with the meeting of the Reorganizing Fund’s Shareholders to consider the approval of this Agreement and the transactions contemplated herein.

5.8 PRE-CLOSING DIVIDEND. On or before the Closing Date, the Reorganizing Fund may distribute to shareholders all or a portion of any net capital gain realized by the Reorganizing Fund.

5.9 VALUATION MATTERS. Each of the Reorganizing Fund Registrant and the Surviving Fund Registrant covenants that it will provide prompt notice of any material changes to its respective valuation procedures, as approved by the Reorganizing Fund Registrant’s or the Surviving Fund Registrant’s Board, as applicable, prior to the Closing Date.

5.10 TAX FILINGS. The Reorganizing Fund (or the Reorganizing Fund Adviser on behalf of the Reorganizing Fund) shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Reorganizing Fund with respect to taxable years ending on or prior to the Closing Date and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. The Surviving Fund (or the Surviving Fund Adviser on behalf of the Surviving Fund) shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by the Reorganizing Fund with respect to taxable years ending after the Closing Date and further shall cause such tax returns to be duly filed with the appropriate taxing authorities.

5.11 TREATMENT AS F REORGANIZATION. The Reorganizing Fund and the Surviving Fund agree to treat the Reorganization as a “reorganization” under Section 368(a)(1)(F) of the Code and will file all tax returns consistent with such treatment. Neither the Reorganizing Fund nor the Surviving Fund will take any action or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of the Reorganization to qualify as a “reorganization” under Section 368(a)(1)(F) of the Code.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE REORGANIZING FUND

The obligations of the Reorganizing Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Surviving Fund of all the obligations to be performed by the Surviving Fund pursuant to this Agreement on or before the Closing Date, and, in addition, subject to the following conditions:

The Surviving Fund Registrant, on behalf of the Surviving Fund, shall have performed in all material respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Surviving Fund Registrant, on behalf of the Surviving Fund, on or before the Closing Date. All representations, covenants, and warranties of the Surviving Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. The Surviving Fund shall have delivered to the Reorganizing Fund a certificate executed in the Surviving Fund’s name by the Surviving Fund Registrant’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Reorganizing Fund and dated as of the Closing Date, to such effect and as to such other matters as the Reorganizing Fund shall reasonably request.

Any condition precedent contained in that certain Transaction Agreement, dated May 6, 2019, by and between the Reorganizing Fund Adviser and Federated (the “Transaction Agreement”), with respect to the consummation of the Reorganization in connection with the consummation of the transactions contemplated by such Transaction Agreement, shall have been and remain satisfied, and any right of a party thereto not to consummate this Reorganization shall not have been exercised, by the closing.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND

The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement on or before the Closing Date, and, in addition, subject to the following conditions:

The Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, shall have performed in all material respects all the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, on or before the Closing Date. All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request.

The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant.

Any condition precedent contained in the Transaction Agreement, with respect to the consummation of the Reorganization in connection with the consummation of the transactions contemplated by such Transaction Agreement, shall have been and remain satisfied, and any right of a party thereto not to consummate this Reorganization shall not have been exercised, by the closing.

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
SURVIVING FUND AND REORGANIZING FUND

If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Reorganizing Fund or the Surviving Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

8.1 This Agreement and the transactions contemplated herein, with respect to the Reorganizing Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Reorganizing Fund in accordance with applicable law and the provisions of the Reorganizing Fund Registrant’s Declaration of Trust and By-Laws. Reasonable evidence of such approval in the form of a secretary’s certificate shall have been delivered to the Surviving Fund. Notwithstanding anything herein to the contrary, neither the Surviving Fund nor the Reorganizing Fund may waive the conditions set forth in this paragraph 8.1.

8.2 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be pending or, to the knowledge of the Reorganizing Fund or the Surviving Fund, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with this Agreement or the transactions contemplated herein.

8.3 All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of State securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated herein shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of the Surviving Fund or the Reorganizing Fund, provided that either party hereto may waive any such conditions for itself.

8.4 The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. The Registration Statement and Proxy Materials shall have been mailed to the shareholders of the Reorganizing Fund consistent with applicable law. To the best knowledge of the parties to this Agreement, no investigation or proceeding relating to the Registration Statement shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

8.5 Any material differences between the prices of the portfolio assets of the Reorganizing Fund determined using the Surviving Fund’s valuation procedures as compared to the prices of the same portfolio assets determined using the Reorganizing Fund’s valuation procedures identified pursuant to paragraph 2.4 of this Agreement shall have been eliminated or otherwise resolved to the reasonable satisfaction of the parties.

8.6 The parties shall have received an opinion of K&L Gates LLP substantially to the effect that the Reorganization qualifies as a “reorganization” under Section 368(a)(1)(F) of the Code, and for federal income tax purposes:

The transfer of all or substantially all of the Reorganizing Fund’s assets to the Surviving Fund solely in exchange for Surviving Fund Shares and Surviving Fund’s assumption of the Stated Liabilities (other than any liabilities related to the trustee deferred compensation program, the termination of existing arrangements of the Reorganizing Fund, liabilities related to the Reorganizing Fund Shares’ Rule 12b-1 and Shareholder Service fees (if applicable), as well as any non-ordinary course liabilities discharged pursuant to paragraph 1.3(e), each of which shall be discharged prior to closing) (followed by the distribution of Surviving Fund Shares to the Reorganizing Fund Shareholders in dissolution, liquidation and termination of the Reorganizing Fund) will constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and the Surviving Fund and the Reorganizing Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

No gain or loss will be recognized by the Surviving Fund upon the receipt of the assets of the Reorganizing Fund solely in exchange for Surviving Fund Shares.

No gain or loss will be recognized by the Reorganizing Fund upon the transfer of the Reorganizing Fund’s assets to the Surviving Fund solely in exchange for Surviving Fund Shares and Surviving Fund’s assumption of the Stated Liabilities or upon the distribution (whether actual or constructive) of Surviving Fund Shares to Reorganizing Fund Shareholders in exchange for their Reorganizing Fund Shares.

No gain or loss will be recognized by any Reorganizing Fund Shareholder upon the exchange of its Reorganizing Fund Shares for Surviving Fund Shares.

The aggregate tax basis of the Surviving Fund Shares received by each Reorganizing Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Reorganizing Fund Shares held by such Reorganizing Fund Shareholder immediately prior to the Reorganization. The holding period of Surviving Fund Shares received by each Reorganizing Fund Shareholder will include the period during which the Reorganizing Fund Shares exchanged therefor were held by such shareholder, provided the Reorganizing Fund Shares are held as capital assets at the time of the Reorganization.

The tax basis of the Reorganizing Fund’s assets acquired by the Surviving Fund will be the same as the tax basis of such assets to the Reorganizing Fund immediately prior to the Reorganization. The holding period of the assets of the Reorganizing Fund in the hands of the Surviving Fund will include the period during which those assets were held by the Reorganizing Fund.

For purposes of Section 381 of the Code, the Surviving Fund will be treated just as the Reorganizing Fund would have been treated if there had been no Reorganization. Accordingly, the Reorganization will not result in the termination of the Reorganizing Fund’s taxable year, the Reorganizing Fund’s tax attributes enumerated in Section 381(c) of the Code will be taken into account by the Surviving Fund as if there had been no Reorganization, and the part of the Reorganizing Fund’s taxable year before the Reorganization will be part of the Surviving Fund’s taxable year that includes the Reorganization.

ARTICLE IX

EXPENSES

The Reorganizing Fund and the Surviving Fund will not bear any expenses associated with their participation in the Reorganization, except as contemplated in this Article IX. The Surviving Fund Adviser or its affiliates and/or the Reorganizing Fund Adviser or its affiliates will bear certain expenses associated with Reorganizing Fund’s and Surviving Fund’s participation in the Reorganization as agreed to between them. Such reorganization expenses include: (a) expenses associated with the preparation and filing of the Proxy Materials; (b) postage, printing and legal and accounting fees incurred in connection with the preparation of the Proxy Materials; (c) solicitation and tabulation costs of the transaction; and (d) other related administrative or operational costs. The Surviving Fund shall bear expenses associated with the qualification of Surviving Fund Shares for sale in the various states. In addition, to the extent that any transition of portfolio securities is required in connection with the Reorganization, the Funds may incur transaction expenses associated with the sale and purchase of portfolio securities. All expenses paid by Surviving Fund will be solely and directly related to the Reorganization in accordance with the principles set forth in Revenue Ruling 73-54, 1973-1 C.B. 187. All expenses will be paid directly by the party bearing such expenses to the relevant providers of service or other payees. Notwithstanding the foregoing, the party directly incurring any costs and expenses will bear such costs and expenses if and to the extent that payment by another party would result in Reorganizing Fund or Surviving Fund failing to qualify and be eligible for treatment as a RIC under Sections 851 and 852 of the Code or would prevent the Reorganization from qualifying as a “reorganization” under Section 368(a)(1)(F) of the Code.

ARTICLE X

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1 The Surviving Fund Registrant, on behalf of the Surviving Fund, and the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, agree that neither party has made to the other party (and each party hereby disclaims the existence and veracity of) any representation, warranty, covenant, statement and/or understanding (including, without limitation, regarding assets, economics, compliance or other matters) not set forth herein, and that this Agreement constitutes the entire agreement between the parties, and supersedes any prior representation, warranty, covenant, statement and/or understanding between the parties with respect to the Reorganization.

10.2 Except as specified in the next sentence set forth in this paragraph 10.2, as between the parties to this Agreement, the representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant to or in connection with this Agreement, shall not survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing Date shall continue in effect beyond the consummation of the transactions contemplated hereunder.

ARTICLE XI

TERMINATION

This Agreement may be terminated by the mutual agreement of the Surviving Fund Registrant and the Reorganizing Fund Registrant. In addition, either the Surviving Fund Registrant or the Reorganizing Fund Registrant may at its option terminate this Agreement at or before the Closing Date due to:

a breach by the other of any representation, warranty, or agreement contained herein to be performed at or before the Closing Date, if not cured within 30 days or, if earlier, by the Closing Date;

a condition herein expressed to be precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met; or

a determination by a party’s Board, as appropriate, that the consummation of the transactions contemplated herein is not in the best interest of the Reorganizing Fund Registrant or the Surviving Fund Registrant, respectively, and notice given to the other party hereto.

In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of any of the Surviving Fund, the Surviving Fund Registrant, the Reorganizing Fund, the Reorganizing Fund Registrant, or their respective Trustees or their respective officers.

ARTICLE XII

AMENDMENTS

This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the officers of the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, and the Surviving Fund Registrant, on behalf of the Surviving Fund, and as specifically authorized by their respective Boards; provided, however, that following the meeting of the Reorganizing Fund Shareholders called by the Reorganizing Fund pursuant to paragraph 5.2 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of Surviving Fund Shares to be issued to the Reorganizing Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.

ARTICLE XIII

NOTICES

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the Reorganizing Fund, [__________________________] or the Surviving Fund, 4000 Ericsson Drive, Warrendale, PA 15086-7561, Attn: Chief Legal Officer.

ARTICLE XIV

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY

The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. A facsimile or electronic (e.g., PDF) signature of an authorized officer of a party hereto on this Agreement and/or any transfer document shall have the same effect as if executed in the original by such officer.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, trust, or entities other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

Notwithstanding the foregoing, following the Closing Date, no consent shall be required in respect of (a) the assignment and delegation of this Agreement by the Surviving Fund Adviser or the Reorganizing Fund Adviser to an acquirer of all or substantially all of the assets of such adviser who agrees in writing to be bound by all of the obligations of such adviser hereunder, (b) the merger of the Surviving Fund Adviser or the Reorganizing Fund Adviser with another person, provided the other person agrees in writing to be bound by all of the obligations of such adviser hereunder, or (c) the assignment and delegation of this Agreement by the Surviving Fund Adviser or Reorganizing Fund Adviser as a result of any sale to another person of securities issued by such adviser, provided the other person agrees in writing to be bound by all of the obligations of such party hereunder.

If any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

It is expressly agreed that the obligations of the Reorganizing Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Reorganizing Fund Registrant personally, but shall bind only the property of the Reorganizing Fund, as provided in the Declaration of Trust of the Reorganizing Fund Registrant. Moreover, no series of the Reorganizing Fund Registrant other than the Reorganizing Fund shall be responsible for the obligations of the Reorganizing Fund hereunder, and all persons shall look only to the assets of the Reorganizing Fund to satisfy the obligations of the Reorganizing Fund or Reorganizing Fund Registrant hereunder. The execution and delivery of this Agreement have been authorized by the Trustees of the Reorganizing Fund Registrant on behalf of the Reorganizing Fund and signed by authorized officers of the Reorganizing Fund Registrant, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Reorganizing Fund as provided in the Declaration of Trust of the Reorganizing Fund Registrant.

It is expressly agreed that the obligations of the Surviving Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Surviving Fund Registrant personally, but shall bind only the property of the Surviving Fund, as provided in the Declaration of Trust of the Surviving Fund Registrant. Moreover, no series of the Surviving Fund Registrant other than the Surviving Fund shall be responsible for the obligations of the Surviving Fund hereunder, and all persons shall look only to the assets of the Surviving Fund to satisfy the obligations of the Surviving Fund or Surviving Fund Registrant hereunder. The execution and delivery of this Agreement have been authorized by the Trustees of the Surviving Fund Registrant on behalf of the Surviving Fund and signed by authorized officers of the Surviving Fund Registrant, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Surviving Fund as provided in the Declaration of Trust of the Surviving Fund Registrant.

IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

FEDERATED ADVISER SERIES

on behalf of its portfolio,
[Buyer Fund]

By:

Name:

Title:

PNC FUNDS

on behalf of its portfolio,
[Seller Fund]

By:

Name:

Title:

Solely for purposes of Article IX

Federated Global Investment Management Corp.

By:

Name:

Title:

Solely for purposes of Article IX

PNC Capital Advisors, LLC

By:

Name:

Title:

PNC Multi-Factor Large Cap Value Fund – Federated MDT Large Cap Value Fund

[SELLER FUND]

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this ____ day of August, 2019, by and between [BUYER REGISTRANT], a [Maryland corporation][Massachusetts business trust], with its principal place of business at 4000 Ericsson Drive, Warrendale, PA 15086-7561 (the “Surviving Fund Registrant”), on behalf of its series, [BUYER FUND NAME] (the “Surviving Fund”), and PNC Funds, a Delaware statutory trust, with its principal place of business at [ ] (the “Reorganizing Fund Registrant”), on behalf of [SELLER FUND NAME] (“Reorganizing Fund” and, collectively with the Surviving Fund, the “Funds”). [Federated Investment Management Company][Federated MDTA LLC], a Delaware [statutory trust][limited liability company] (the “Surviving Fund Adviser”), joins this Agreement solely for purposes of Article IX, and PNC Capital Advisors, LLC (the “Reorganizing Fund Adviser”), a Delaware limited liability company, joins this Agreement solely for purposes of Article IX.

This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder. The reorganization will consist of: (i) the transfer of all or substantially all of the assets of the Reorganizing Fund (which offers [REORGANIZING FUND SHARE CLASSES]) (the “Reorganizing Fund Shares”) in exchange solely for shares ([SURVIVING FUND SHARE CLASSES], respectively), no par value per share, of the Surviving Fund (“Surviving Fund Shares”); (ii) the distribution of the Surviving Fund Shares ([SURVIVING FUND SHARE CLASSES]) to the holders of the outstanding shares of the Reorganizing Fund ([REORGANIZING FUND SHARE CLASSES], respectively), and (iii) the liquidation, dissolution and termination of the Reorganizing Fund as provided herein, all upon the terms and conditions set forth in this Agreement (the “Reorganization”).

WHEREAS, the [Surviving Fund and Reorganizing Fund][Funds] are authorized to issue their shares of [stock and beneficial interests, respectively][beneficial interests];

WHEREAS, the Trustees of the Reorganizing Fund Registrant have determined that the Reorganization, with respect to the Reorganizing Fund, is in the best interests of the Reorganizing Fund [and that the interests of the existing shareholders of the Reorganizing Fund will not be diluted as a result of the Reorganization] [INCLUDE BRACKETED LANGUAGE FOR 17A-8 REORGANIZATION];

WHEREAS, the [Trustees][Directors] of the Surviving Fund Registrant have determined that the Reorganization, with respect to the Surviving Fund, is in the best interests of the Surviving Fund [and that the interests of the existing shareholders of the Surviving Fund will not be diluted as a result of the Reorganization] [INCLUDE BRACKETED LANGUAGE FOR 17A-8 REORGANIZATION];

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

TRANSFER OF ASSETS OF THE REORGANIZING FUND IN EXCHANGE FOR SURVIVING FUND SHARES AND LIQUIDATION AND DISSOLUTION OF THE REORGANIZING FUND

[REORGANIZATION-SPECIFIC SHARE CLASS MAPPING TABLE TO BE INCLUDED]

1.2 ASSETS TO BE ACQUIRED. The assets of the Reorganizing Fund to be acquired by the Surviving Fund shall consist of property having a value equal to the total net assets of the Reorganizing Fund, including, without limitation, all cash (except as provided below), securities, commodities, interests in futures, dividends or interest receivable, and other assets (except as provided in the next sentence), owned by the Reorganizing Fund as of the Closing Date. The assets to be acquired by the Surviving Fund shall not include any deferred or prepaid expenses shown as an asset on the books of the Reorganizing Fund on the Closing Date, to the extent that they do not have continuing value to the Surviving Fund.

The Reorganization is to occur on the Closing Date, which is expected to be on or after [ ], 2019. On the Closing Date, substantially all of the assets of the Reorganizing Fund (except for deferred or prepaid expenses, and amounts reserved for payment of Reorganizing Fund liabilities recorded on the Reorganizing Fund’s books on or before the Closing Date) will be transferred to the Surviving Fund. In exchange for the transfer of these assets, the Surviving Fund will simultaneously issue to the Reorganizing Fund a number of full and fractional [SURVIVING FUND SHARE CLASSES], (as applicable) of the Surviving Fund equal in value to the aggregate NAV of the [REORGANIZING FUND SHARE CLASSES], respectively, of the Reorganizing Fund, as applicable, calculated as of 4:00 p.m., Eastern time, on the Closing Date.

The Reorganizing Fund may set aside cash up to an amount sufficient to satisfy its liabilities, which (along with deferred or prepaid expenses) would not be transferred to the Surviving Fund.

1.3 LIABILITIES TO BE DISCHARGED. The Reorganizing Fund shall discharge all of its known and quantifiable liabilities and other known obligations (including, without limitation, any trustee deferred compensation liability or any liabilities arising due to the termination of any Reorganizing Fund contract) prior to or as of the Closing Date. For the avoidance of doubt, the Surviving Fund shall not assume any liabilities or obligations of the Reorganizing Fund in connection with the Reorganization. Any liabilities or obligations not discharged by the Reorganizing Fund as of the Closing Date shall be assumed by the Reorganizing Fund Adviser as of the Closing Date.

1.5 OWNERSHIP OF SHARES. Ownership of Surviving Fund Shares will be shown on the books of the Surviving Fund’s transfer agent. Surviving Fund Shares will be issued simultaneously to the Reorganizing Fund, in an amount equal in value to the aggregate NAV of the Reorganizing Fund Shares computed in the manner set forth in paragraph 2.2, to be distributed to Reorganizing Fund Shareholders.

1.7 REPORTING RESPONSIBILITY. Any reporting responsibility of the Reorganizing Fund is and shall remain the responsibility of the Reorganizing Fund.

1.10 OTHER REORGANIZATION-SPECIFIC ITEMS.

With respect to the Class A Shares of the Surviving Fund (“Relevant Surviving Fund Shares”) to be acquired by shareholders of the Reorganizing Fund’s [RELEVANT REORGANIZING FUND SHARE CLASS], in connection with the Reorganization, such a Reorganizing Fund Shareholder will be issued Relevant Surviving Fund Shares pursuant to the terms of this Agreement at NAV (without reduction for a sales charge). With respect to subsequent purchases of Relevant Surviving Fund Shares in the future, such future purchases of Relevant Surviving Fund Shares would be at NAV so long as such future purchase otherwise qualifies for a sales load exception pursuant to the terms of the Surviving Fund’s prospectus (such as, for example, that the shares are purchased through a program offered by a financial intermediary that provides for the purchase of shares without imposition of a sales charge and where the financial intermediary has agreed not to receive a dealer reallowance on purchases under the program).

ARTICLE II

VALUATION

2.1 VALUATION OF ASSETS. The value of the Reorganizing Fund’s assets to be acquired by the Surviving Fund hereunder shall be the value of such assets computed as of the closing on the Closing Date, after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures set forth in the Surviving Fund Registrant’s [Articles of Incorporation][Declaration of Trust] and the Surviving Fund’s then current prospectus and statement of additional information or such other valuation procedures as shall be determined necessary prior to closing and mutually agreed upon by the parties (and approved by the respective Boards of [Directors][Trustees][Directors/Trustees] (“Board”) of the Surviving Fund Registrant and Reorganizing Fund Registrant).

2.2 VALUATION OF SHARES. The NAV per share of each class of Surviving Fund Shares shall be the NAV per share of such class of Surviving Fund Shares computed as of the closing on the Closing Date, using the valuation procedures set forth in the Surviving Fund Registrant’s [Articles of Incorporation][Declaration of Trust] and the Surviving Fund’s then current prospectus and statement of additional information, or such other valuation procedures as shall be determined necessary prior to closing and mutually agreed upon by the parties (and approved by their respective Boards).

2.4 DETERMINATION OF VALUE. All computations of value shall be made by [State Street Bank and Trust Company][Bank of New York Mellon], on behalf of the Surviving Fund and the Reorganizing Fund. The Reorganizing Fund Registrant and the Surviving Fund Registrant agree to use commercially reasonable and good faith efforts to cause their respective administrators and investment advisers to work together to resolve before the Closing Date any material differences identified between the valuations of the portfolio assets of the Reorganizing Fund determined using the Surviving Fund’s valuation procedures as compared to the prices of the same portfolio assets determined using the Reorganizing Fund’s valuation procedures.

ARTICLE III

CLOSING AND CLOSING DATE

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Reorganizing Fund is a legally designated, separate series of a statutory trust duly organized, validly existing, and in good standing under the laws of the State of Delaware.

The Reorganizing Fund has qualified, elected and been eligible to be treated as a “regulated investment company” under Sections 851 and 852 of the Code (a “RIC”), in respect of each taxable year since its commencement of operations; and qualifies and is treated and will continue to qualify and be treated as a RIC under Sections 851 and 852 of the Code for its taxable year ending upon the Closing Date.

The Surviving Fund is a legally designated, separate series of a [corporation][business trust] duly organized, and validly existing, [and in good standing] [INCLUDE VARIABLE FOR MD CORPORATIONS] under the laws of the [State of Maryland][Commonwealth of Massachusetts].

The Surviving Fund is not in violation of, and the execution, delivery and performance of this Agreement will not, result in a violation of, any provision of the Surviving Fund Registrant’s [Articles of Incorporation][Declaration of Trust] or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Surviving Fund is a party or by which it is bound.

The audited financial statements of the Surviving Fund as of [MOST RECENT FYE] and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles, and such statements, including a list of all of the Surviving Fund’s assets as of the date of such statements, (copies of which have been furnished to the Reorganizing Fund) fairly reflect in all material respects the financial condition of the Surviving Fund as of such date, and there are no known contingent liabilities of the Surviving Fund as of such date that are not disclosed in such statements.

[The unaudited financial statements of the Surviving Fund as of [MOST RECENT SEMI-ANNUAL REPORTING PERIOD END], and for the six months then ended have been prepared in accordance with generally accepted accounting principles, and such statements, including a list of all of the Surviving Fund’s assets as of the date of such statements (copies of which have been furnished to the Reorganizing Fund) fairly reflect in all material respects the financial condition of the Surviving Fund as of such date, and there are no known contingent liabilities of the Surviving Fund as of such date that are not disclosed in such statements.]

Since the date of the financial statements referred to in sub-paragraph [(h)] above, there have been no material adverse changes in the Surviving Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Surviving Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to the Reorganizing Fund. For the purposes of this sub-paragraph [(i)], a decline in the NAV of the Surviving Fund shall not constitute a material adverse change.

All federal and other tax returns and reports of the Surviving Fund required by law to be filed (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects, and all federal and other taxes (whether or not shown as due on such returns and reports) have been paid, or provision shall have been made for the payment thereof. To the best of the Surviving Fund’s knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns.

All issued and outstanding Surviving Fund Shares are duly and validly issued and outstanding, fully paid and non-assessable by the Surviving Fund (except as described in the registration statement on Form N-1A of the Surviving Fund Registrant). The Surviving Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any Surviving Fund Shares, and there are no outstanding securities convertible into any Surviving Fund Shares.

Surviving Fund Shares to be issued and delivered to the Reorganizing Fund for the account of the Reorganizing Fund Shareholders pursuant to the terms of this Agreement will, as of the closing, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued Surviving Fund Shares, and will be fully paid and non-assessable.

From the effective date of the Registration Statement (as defined in paragraph 5.7), through the time of the meeting of the Reorganizing Fund Shareholders and on the Closing Date, any written information furnished by the Surviving Fund Registrant with respect to the Surviving Fund for use in the Proxy Materials (as defined in paragraph 5.7), or any other materials provided to the Reorganizing Fund Registrant or its service providers and/or agents in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.

The Surviving Fund has qualified, elected and been eligible to be treated as a RIC under Sections 851 and 852 of the Code in respect of each taxable year since its commencement of operations; and qualifies and is treated and will continue to qualify and be treated as a RIC under Sections 851 and 852 of the Code for its current taxable year.

No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or [Maryland][Massachusetts] law for the execution of this Agreement by the Surviving Fund Registrant, for itself and on behalf of the Surviving Fund, or the performance of the Agreement by the Surviving Fund Registrant, for itself and on behalf of the Surviving Fund, except, in each case, for (i) the effectiveness of the Registration Statement (as defined in paragraph 5.7), and the filing of any articles, certificates or other documents that may be required under [Maryland][Massachusetts] law, (ii) such other consents, approvals, authorizations and filings as have been made or received, and (iii) such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date.

The Surviving Fund, and the Surviving Fund Registrant with respect to the Surviving Fund, has been and is in compliance in all material respects with the investment policies and restrictions set forth in its registration statement currently in effect. The value of the net assets of the Surviving Fund has been and is being determined using portfolio valuation methods that comply in all material respects with the methods described in its registration statement and the requirements of the 1940 Act. There are no legal or governmental actions, investigations, inquiries, or proceedings pending or, to the knowledge of the Surviving Fund, threatened against the Surviving Fund, or the Surviving Fund Registrant with respect to the Surviving Fund, that would question the right, power or capacity of (a) the Surviving Fund to conduct its business as conducted now or at any time in the past, or (b) the Surviving Fund Registrant’s ability to enter into this Agreement on behalf of the Surviving Fund or the Surviving Fund’s ability to consummate the transactions contemplated by this Agreement.

As of the date hereof, except as previously disclosed to the Reorganizing Fund in writing, and except as have been corrected as required by applicable law, and to the best of the Surviving Fund’s knowledge, there have been no material miscalculations of the NAV of the Surviving Fund or the NAV per share of any class or classes of Surviving Fund Shares during the twelve-month period preceding the date hereof and preceding the Closing Date, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act.

The minute books and other similar records of the Surviving Fund as made available to the Reorganizing Fund prior to the execution of this Agreement contain a true and complete record of all material action taken at all meetings and by all written consents in lieu of meetings of the shareholders of the Surviving Fund, the Surviving Fund Registrant’s Board and committees of the Surviving Fund Registrant’s Board. The stock transfer ledgers and other similar records of the Surviving Fund as made available to the Reorganizing Fund prior to the execution of this Agreement, and as existing on the Closing Date, accurately reflect all material record transfers prior to the execution of this Agreement, or the Closing Date, as applicable, in the Surviving Fund Shares.

ARTICLE V

COVENANTS OF THE SURVIVING FUND AND THE REORGANIZING FUND

5.1 OPERATION IN ORDINARY COURSE. The Surviving Fund and the Reorganizing Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include portfolio turnover, changes to the portfolio necessary to transition the portfolio to the Surviving Fund, customary dividends, other dividends and distributions to shareholders contemplated herein, and shareholder purchases and redemptions.

5.6 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within sixty days after the Closing Date, the Reorganizing Fund shall furnish the Surviving Fund, in such form as is reasonably mutually acceptable to the Surviving Fund and the Reorganizing Fund, a statement of the earnings and profits of the Reorganizing Fund for federal income tax purposes that will be carried over by the Surviving Fund as a result of Section 381 of the Code, and which will be certified by the Reorganizing Fund Registrant’s Treasurer.

5.7 PREPARATION OF REGISTRATION STATEMENT AND SCHEDULE 14A PROXY STATEMENT. The Surviving Fund Registrant will prepare and file with the Commission a registration statement on Form N-14 relating to the Surviving Fund Shares to be issued to shareholders of the Reorganizing Fund (the “Registration Statement”). The Registration Statement on Form N-14 shall include a proxy statement and a prospectus and statement of additional information of the Surviving Fund relating to the transaction contemplated by this Agreement. The Registration Statement shall be in compliance with the 1933 Act, the 1934 Act and the 1940 Act, as applicable. Each party will provide the other party with the materials and information necessary to prepare the Registrant Statement and any additional proxy and/or solicitation materials (the “Proxy Materials”), for inclusion therein, in connection with the meeting of the Reorganizing Fund’s Shareholders to consider the approval of this Agreement and the transactions contemplated herein.

5.8 PRE-CLOSING DIVIDEND. On or before the Closing Date, the Reorganizing Fund shall have declared and paid to its shareholders of record a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing all of the Reorganizing Fund’s investment company taxable income (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code, if any, for all taxable periods or years ending on or before the Closing Date, and all of its net capital gains realized (after reduction for any capital loss carry forward), if any, in all taxable periods or years ending on or before the Closing Date.

5.11 TREATMENT AS REORGANIZATION. The Reorganizing Fund and the Surviving Fund agree to treat the Reorganization as a “reorganization” under Section 368(a) of the Code and will file all tax returns consistent with such treatment. Neither the Reorganizing Fund nor the Surviving Fund will take any action or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of the Reorganization to qualify as a “reorganization” under Section 368(a)(1) of the Code.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE REORGANIZING FUND

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND

The Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, shall have performed in all material respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, on or before the Closing Date. All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request.

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
SURVIVING FUND AND REORGANIZING FUND

8.6 The parties shall have received an opinion of K&L Gates LLP substantially to the effect that for federal income tax purposes:

The transfer of all or substantially all of the Reorganizing Fund’s assets to the Surviving Fund solely in exchange for Surviving Fund Shares (followed by the distribution of Surviving Fund Shares to the Reorganizing Fund Shareholders in dissolution, liquidation and termination of the Reorganizing Fund) will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the Surviving Fund and the Reorganizing Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

No gain or loss will be recognized by the Surviving Fund upon the receipt of the assets of the Reorganizing Fund solely in exchange for Surviving Fund Shares.

No gain or loss will be recognized by the Reorganizing Fund upon the transfer of the Reorganizing Fund’s assets to the Surviving Fund solely in exchange for Surviving Fund Shares or upon the distribution (whether actual or constructive) of Surviving Fund Shares to Reorganizing Fund Shareholders in exchange for their Reorganizing Fund Shares.

No gain or loss will be recognized by any Reorganizing Fund Shareholder upon the exchange of its Reorganizing Fund Shares for Surviving Fund Shares.

The Surviving Fund will succeed to and take into account the items of Reorganizing Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder.

Such opinion shall be based on customary assumptions and shall be conditioned on (1) such representations as K&L Gates LLP may reasonably request (and the Reorganizing Fund and Surviving Fund will cooperate to make and certify the accuracy of such representations) all being true and complete on the Closing Date, and (2) the Reorganization’s consummation in accordance with this Agreement (without the waiver or modification of any terms or conditions hereof and without taking into account any amendments hereof that K&L Gates LLP has not approved). The foregoing opinion may state that no opinion is expressed as to the effect of the Reorganization on the Surviving Fund, the Reorganizing Fund or any Reorganizing Fund Shareholder with respect to any asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting. Notwithstanding anything herein to the contrary, neither the Surviving Fund nor the Reorganizing Fund may waive the conditions set forth in this paragraph 8.6.

ARTICLE IX

EXPENSES

ARTICLE X

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

ARTICLE XI

TERMINATION

a breach by the other of any representation, warranty, or agreement contained herein to be performed at or before the Closing Date, if not cured within 30 days or, if earlier, by the Closing Date;

a condition herein expressed to be precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met; or

ARTICLE XII

AMENDMENTS

ARTICLE XIII

NOTICES

ARTICLE XIV

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY

The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

It is expressly agreed that the obligations of the Surviving Fund hereunder shall not be binding upon any of the [Directors][Trustees], shareholders, nominees, officers, agents, or employees of the Surviving Fund Registrant personally, but shall bind only the property of the Surviving Fund, as provided in the [Articles of Incorporation][Declaration of Trust] of the Surviving Fund Registrant. Moreover, no series of the Surviving Fund Registrant other than the Surviving Fund shall be responsible for the obligations of the Surviving Fund hereunder, and all persons shall look only to the assets of the Surviving Fund to satisfy the obligations of the Surviving Fund or Surviving Fund Registrant hereunder. The execution and delivery of this Agreement have been authorized by the [Directors][Trustees] of the Surviving Fund Registrant on behalf of the Surviving Fund and signed by authorized officers of the Surviving Fund Registrant, acting as such. Neither the authorization by such [Directors][Trustees] nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Surviving Fund as provided in the [Articles of Incorporation][Declaration of Trust] of the Surviving Fund Registrant.

IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

[BUYER REGISTRANT]

on behalf of its portfolio,
[Buyer Fund]

By:

Name:

Title:

PNC FUNDS

on behalf of its portfolio,
[Seller Fund]

By:

Name:

Title:

Solely for purposes of Article IX

[Federated Investment Management Company][Federated MDTA LLC]

By:

Name:

Title:

Solely for purposes of Article IX

PNC Capital Advisors, LLC

By:

Name:

Title:

ANNEX B –

DOCUMENTS INCORPORATED BY REFERENCE

A Statement of Additional Information (“SAI”) dated September 12, 2019, relating to this Prospectus/ Proxy Statement (File Nos. 333-218374 and 811-23259).

Prospectuses and SAIs to be dated August 26, 2019, as supplemented, for Federated Emerging Markets Equity Fund, Federated International Equity Fund and Federated International Growth Fund (File Nos. 333-218374 and 811-23259).

Prospectus and SAI dated July 31, 2019, as supplemented, for Federated MDT Large Cap Value Fund (File No. 811-23259).

Prospectus and SAI dated September 28, 2018, as supplemented, for PNC Emerging Markets Fund, PNC International Equity Fund, PNC International Growth Fund and PNC Multi-Factor Large Cap Value Fund (File Nos. 033-00488 and 811-04416).

Annual Report dated July 31, 2019, for Federated MDT Large Cap Value Fund (File No. 811-23259).

Annual Report dated May 31, 2019 for PNC Emerging Markets Fund, PNC International Equity Fund, PNC International Growth Fund and PNC Multi-Factor Large Cap Value Fund (File No. 811-04416).

ANNEX C –

COMPARISON OF INVESTMENT OBJECTIVE AND STRATEGIES

PNC Emerging Markets Equity Fund (Reorganizing Fund)	Federated Emerging Markets Equity Fund (Surviving Fund)	Certain Differences
The Fund seeks to provide long-term capital appreciation.	The Fund’s investment objective is long-term capital appreciation.
Under normal circumstances, the Fund invests at least 80% of its net assets plus any borrowings for investment purposes in equity securities of issuers tied economically to emerging market countries (“emerging market issuers”). Emerging market issuers include companies meeting one or more of the following criteria: (i) the principal trading market for the issuer’s securities is in an emerging market country; (ii) the issuer derives at least 50% of its total revenue or profit from goods produced or sold and investments made or services performed in emerging market countries; (iii) the issuer has at least 50% of its assets in emerging market countries; or (iv) the company is organized under the laws of, or has a principal office in, an emerging market country. Emerging market countries include any country represented as emerging market country in any widely recognized index of emerging market or frontier market securities, such as the MSCI Emerging Markets Index, MSCI ACWI ex USA Index, and the MSCI Frontier Markets Index. Emerging markets include frontier markets and most countries in the world other than Australia, Canada, Japan, New Zealand, the United Kingdom, the United States, most of the countries of Western Europe, and Hong Kong. “Frontier markets” refers to the markets of smaller, less accessible, but still investable, countries of the developing world. The Fund may make significant investments in issuers located or doing business in a single country or geographic region. The Fund may invest in securities across all market capitalizations, and the Fund may invest a significant portion of its assets in companies of any one particular market capitalization category. PNC Capital Advisors, LLC’s (the “Adviser”) investment process seeks to identify companies with robust and sustainable growth rates, high-quality balance sheets, and management teams with clearly defined growth strategies. In allocating the Fund’s assets across geographies, the Adviser uses its proprietary, multi-factor country allocation model to identify and score countries based on factors such as the economic and financial market conditions within each country, specifically economic growth projections, stock market valuation, risk position, and stock market momentum. Next, the Adviser applies a bottom-up security selection screen, which scores all stocks with a particular market capitalization based on growth, profitability and momentum factors, to yield a pool of securities for further fundamental analysis and review. The Adviser’s portfolio construction process seeks to combine the best investment candidates within the Adviser’s recommended framework of country allocations and security selections. The Fund may invest in securities denominated in any currency, including U.S. dollars, other developed market currencies, such as the euro, yen, and pound sterling, and the currencies of the emerging markets in which the Fund may invest. The Fund typically does not seek to limit its foreign currency exposure, but the Adviser may determine in its discretion to seek to hedge some of its currency exposures back to the U.S. dollar. For example, the Fund may utilize currency forwards to seek to reduce the effect of changes in currency exchange rates on the Fund’s performance, where practical. The Fund may also use exchange-traded futures for the efficient management of cash flows and to gain exposure to the asset classes discussed above. The Fund’s investment strategy may involve, at times, investing a significant portion of its assets in one or more industries or sectors that the Adviser believes hold high potential. To the extent that the Fund focuses its investments in the securities of a particular issuer or companies in a particular country, group of countries, region, market, industry, group of industries, sector, or asset class, the Fund’s exposure to various risks may be heightened, including price volatility and adverse economic, market, political, or regulatory occurrences affecting that issuer, country, group of countries, region, market, industry, group of industries, sector, or asset class. The Fund’s investments in equity securities may include, for example, common and preferred stocks, American Depositary Receipts and Global Depositary Receipts, other U.S. listings of foreign common stocks, and exchange-traded funds (“ETFs”). The Fund may also invest in fixed income securities of any credit quality or duration, including bonds rated below investment grade (commonly referred to as “junk” bonds), warrants and rights, participation notes, or other structured products. The Fund may use ETFs, closed-end funds, and derivative instruments to gain exposure to markets, a particular index, or a particular issuer or security. Derivative instruments in which the Fund may invest include, but are not limited to, swaps, forward currency contracts, futures and structured notes. The Fund may use derivatives as a substitute for taking a position in an underlying asset, to increase returns, to manage risk, or as part of a hedging strategy. Although the Fund may invest in derivatives of any kind, it expects to use futures contracts, forward currency contracts, and options on futures contracts for the purpose of managing exposure to the securities markets or to movements in interest rates or currency values. The Fund may also use futures to gain exposure to a specific country, region, index or issuer. These instruments are not typically used for the purpose of introducing leverage in the Fund, though they may have that result. The Fund utilizes an active trading approach. The Fund will provide shareholders with at least 60 days’ written notice before changing its 80% policy discussed above.	The Fund primarily invests in a portfolio of equity securities of issuers tied economically to emerging market countries (“emerging market issuers”). Emerging market issuers include companies meeting one or more of the following criteria: (i) the principal trading market for the issuer's securities is in an emerging market country; (ii) the issuer derives at least 50% of its total revenue or profit from goods produced or sold and investments made or services performed in emerging market countries; (iii) the issuer has at least 50% of its assets in emerging market countries; or (iv) the company is organized under the laws of, or has a principal office in, an emerging market country. Emerging market countries include any country designated as an emerging market country in any widely recognized index of emerging market or frontier market securities, such as the MSCI Emerging Markets Index, MSCI ACWI ex USA Index, and the MSCI Frontier Markets Index. Emerging markets include frontier markets and most countries in the world other than Australia, Canada, Japan, New Zealand, the United Kingdom, the United States, most of the countries of Western Europe and Hong Kong. “Frontier markets” refers to the markets of smaller, less accessible, but still investable, countries of the developing world. The Fund may make significant investments in issuers located or doing business in a single country or geographic region. The Fund may invest in securities across all market capitalizations, and the Fund may invest a significant portion of its assets in companies of any one particular market capitalization category. Federated Global Investment Management Corp.'s (the “Adviser”) investment process seeks to identify companies with robust and sustainable growth rates, high-quality balance sheets, and management teams with clearly defined growth strategies. In allocating the Fund's assets across geographies, the Adviser uses its proprietary, multi-factor country allocation model to identify and score countries based on factors such as the economic and financial market conditions within each country, specifically economic growth projections, stock market valuation, risk position, and stock market momentum. Next, the Adviser applies a bottom-up security selection screen, which scores all stocks with a particular market capitalization based on growth, profitability and momentum factors, to yield a pool of securities for further fundamental analysis and review. The Adviser's portfolio construction process seeks to combine the best investment candidates within the Adviser's recommended framework of country allocations and security selections. The Fund may invest in securities denominated in any currency, including U.S. dollars, other developed market currencies, such as the euro, yen, and pound sterling, and the currencies of the emerging markets in which the Fund may invest. The Fund typically does not seek to limit its foreign currency exposure, but the Adviser may determine in its discretion to seek to hedge some of its currency exposures back to the U.S. dollar. For example, the Fund may utilize currency forwards to seek to reduce the effect of changes in currency exchange rates on the Fund's performance, where practical. The Fund’s investment strategy may involve, at times, investing a significant portion of its assets in one or more industries or sectors that the Adviser believes hold high potential. To the extent that the Fund focuses its investments in the securities of a particular issuer or companies in a particular country, group of countries, region, market, industry, group of industries, sector, or asset class. The Fund’s exposure to various risks may be heightened, including price volatility and adverse economic, market, political, or regulatory occurrences affecting that issuer, country, group of countries, region, market, industry, group of industries, sector, or asset class. The Fund’s investments in equity securities may include, for example, common and preferred stocks, American Depositary Receipts and Global Depositary Receipts, other U.S. listings of foreign common stocks, and exchange-traded funds (ETFs). The Fund may use ETFs, closed-end funds, and derivative instruments to gain exposure to markets, a particular index, or a particular issuer or security. The Fund may use derivative contracts to increase or decrease the portfolio's exposure to the investment(s) underlying the derivative instruments in an attempt to benefit from changes in the value of the underlying investment(s), to realize gains from trading a derivative contract or to hedge against potential losses. There can be no assurance that the Fund's use of derivative contracts or hybrid instruments will work as intended. Derivative investments made by the Fund are included within the Fund's 80% policy (as described below) and are calculated at market value. The Fund will invest its assets so that at least 80% of its net assets (plus any borrowing for investment purposes) are invested in equity securities of emerging market countries. The Fund will notify shareholders at least 60 days in advance of any change in its investment policies that would permit the Fund normally to invest less than 80% of its net assets (plus any borrowings for investment purposes) in investments in equity securities of emerging market countries. The Fund actively trades its portfolio securities in an attempt to achieve its investment objective. Active trading will cause the Fund to have an increased portfolio turnover rate and increase the Fund's trading costs, which may have an adverse impact on the Fund's performance. An active trading strategy will likely result in the Fund generating more short-term capital gains or losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term losses are used first to offset short-term gains.	PNC Emerging Markets Equity Fund may invest in fixed income securities of any credit quality or duration, including bonds rated below investment grade (commonly referred to as “junk” bonds).
PNC International Equity Fund (Reorganizing Fund)	Federated International Equity Fund (Surviving Fund)	Certain Differences
The Fund seeks to provide long-term capital appreciation.	The Fund’s investment objective is long-term capital appreciation.
The Fund primarily invests in a portfolio of equity securities that is tied economically to a number of countries throughout the world, typically three or more. The Fund has broad discretion to invest in issuers located or doing business throughout the world, including in both developed and emerging markets. The Fund does not expect to make additional investments in developing or emerging markets (the countries within the Americas, Europe, the Middle East, Africa, Asia, and Australasia not represented in the MSCI World Index as developed markets) if it would cause the Fund to have a greater than 10% overweight to developing or emerging markets as compared to the exposure of the MSCI ACWI ex USA Index to such countries. More than 25% of the Fund’s assets may be invested in the equity securities of issuers located in the same country. Under normal circumstances, the Fund invests at least 80% of its net assets plus any borrowings for investment purposes in equity securities. The Fund will provide shareholders with at least 60 days’ written notice before changing this 80% policy. The Fund may invest in companies of any capitalization. The Fund’s investments in equity securities may include, for example, common stocks, American Depositary Receipts or other U.S. listings of foreign common stocks, other mutual funds, and exchange-traded funds (“ETFs”). The Fund may use ETFs, other mutual funds, closed-end funds and derivative instruments, to gain broad exposure to markets and/or a particular index. Derivative instruments include, but are not limited to, options, swaps, forward currency contracts, futures, and options on futures. Although the Fund may invest in derivatives of any kind, it expects to use futures contracts, forward currency contracts, and options on futures contracts for the purpose of managing exposure to the securities markets or to movements in interest rates or currency values. The Fund may also use futures to gain diversified exposure to a specific country or region. These instruments are not used for the purpose of introducing leverage in the Fund, though they may have that result. The Fund may use derivatives as a substitute for taking a position in an underlying asset, to increase returns, to manage risk, or as part of a hedging strategy. PNC Capital Advisors, LLC (the “Adviser”) has delegated to Polaris Capital Management, LLC (“Polaris” or the “Sub-Adviser”) the responsibility for providing portfolio management services to a portion of the Fund’s assets. The Adviser has allocated the Fund’s assets among a growth strategy (“International Growth Component”) and a value strategy (“International Value Component”). The Adviser manages the International Growth Component. Polaris furnishes investment advisory services to the International Value Component. The Adviser monitors the performance of Polaris and, at any point, the Adviser could change the allocation of the Fund’s assets between itself and Polaris on a basis determined by the Adviser to be in the best interest of shareholders. This means that the portion of the assets managed by the Adviser could be significantly larger than that managed by Polaris or vice versa and that the difference between such proportions could change from time to time. The Fund utilizes an active trading approach. The Adviser may choose to sell a holding when, for example, in the Adviser’s view, it no longer represents an attractive investment or to take advantage of what it considers to be a better investment opportunity.	The Fund primarily invests in a portfolio of equity securities that are tied economically to a number of countries throughout the world, typically three or more. The Fund has broad discretion to invest in issuers located or doing business throughout the world, including in both developed and emerging markets. The Fund targets a limit of a 10% overweight position to developing or emerging markets (the countries within the Americas, Europe, the Middle East, Africa, Asia, and Australasia not represented in the MSCI World Index as developed markets) as compared to the exposure of the MSCI ACWI ex USA Index to such countries. More than 25% of the Fund's assets may be invested in the equity securities of issuers located in the same country. The Fund may invest in companies of any capitalization. The Fund's investments in equity securities may include, for example, common stocks, American Depositary Receipts or other U.S. listings of foreign common stocks, other mutual funds, and exchange-traded funds (ETFs). The Fund may use ETFs, other mutual funds, closed-end funds and derivative instruments to gain broad exposure to markets and/or a particular index. For example, the Fund may use derivative contracts to increase or decrease the portfolio's exposure to the investment(s) underlying the derivative instruments in an attempt to benefit from changes in the value of the underlying investment(s), to realize gains from trading a derivative contract or to hedge against potential losses. There can be no assurance that the Fund's use of derivative contracts will work as intended. Derivative investments made by the Fund are included within the Fund's 80% policy (as described below) and are calculated at market value. Federated Global Investment Management Corp. (the “Adviser”) has delegated to Polaris Capital Management, LLC (“Polaris” or the “Sub-Adviser”) the responsibility for providing portfolio management services to a portion of the Fund's assets. The Adviser has allocated the Fund's assets among a growth strategy (“International Growth Component”) and a value strategy (“International Value Component”). The Adviser manages the International Growth Component. Polaris furnishes investment advisory services to the International Value Component. The Adviser monitors the performance of Polaris and, at any point, the Adviser could change the allocation of the Fund's assets between itself and Polaris on a basis determined by the Adviser to be in the best interest of shareholders. This means that the portion of the assets managed by the Adviser could be significantly larger than that managed by Polaris or vice versa and that the difference between such proportions could change from time to time. The Fund utilizes an active trading approach. The Adviser may choose to sell a holding when, for example, in the Adviser's view, it no longer represents an attractive investment or to take advantage of what it considers to be a better investment opportunity. The Fund will invest its assets so that, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) are invested in equity investments. The Fund will notify shareholders at least 60 days in advance of any change in its investment policy that would permit the Fund to invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in equity investments.	The investment policies of the PNC International Equity Fund and the Federated International Equity Fund are substantially the same.
PNC International Growth Fund (Reorganizing Fund)	Federated International Growth Fund (Surviving Fund)	Certain Differences
The Fund seeks to provide long-term capital appreciation.	The Fund’s investment objective is long-term capital appreciation.
The Fund primarily invests in a portfolio of equity securities that is tied economically to a number of countries throughout the world, typically three or more. The Fund has broad discretion to invest in equity securities of any market capitalization and issuers located or doing business throughout the world, including in both developed and developing or emerging markets. However, the Fund principally invests in companies with a market capitalization in excess of $500 million, and the Fund does not expect to make additional investments in developing or emerging markets if it would cause the Fund to have a greater than 10% overweight to developing or emerging markets as compared to the exposure of the MSCI ACWI ex USA Growth Index to such markets. The Fund may make significant investments (e.g., more than 25% of the Fund’s portfolio) in issuers located or doing business in a single country. The Fund’s investments in equity securities may include, for example, common stocks, American Depositary Receipts or other U.S. listings of foreign common stocks, and exchange-traded funds (“ETFs”). The Fund may use ETFs, closed-end funds, and derivative instruments to gain broad exposure to markets and/or a particular index. Derivative instruments include, but are not limited to, options, swaps, forward currency contracts, futures, and options on futures. Although the Fund may invest in derivatives of any kind, it expects to use futures contracts, forward currency contracts, and options on futures contracts for the purpose of managing exposure to the securities markets or to movements in interest rates or currency values. The Fund may also use futures to gain diversified exposure to a specific country or region. These instruments are not used for the purpose of introducing leverage in the Fund, though they may have that result. The Fund may use derivatives as a substitute for taking a position in an underlying asset, to increase returns, to manage risk, or as part of a hedging strategy. PNC Capital Advisors, LLC’s (the “Adviser”) investment process seeks to identify companies with robust and sustainable growth rates, high-quality balance sheets, and management teams with clearly defined growth strategies. In allocating the Fund’s assets, the Adviser also incorporates information on the economic and financial market conditions within each country. The Adviser’s portfolio construction process seeks to combine the best investment candidates within the Adviser’s recommended framework of country allocations. The Fund utilizes an active trading approach. The Adviser may choose to sell a holding when, for example, in the Adviser’s view, it no longer represents an attractive investment or to take advantage of what it considers to be a better investment opportunity.	The Fund pursues its investment objective to provide long-term capital appreciation by investing primarily in a portfolio of equity securities that are tied economically to a number of countries throughout the world, typically three or more. The Fund has broad discretion to invest in equity securities of any market capitalization and issuers located or doing business throughout the world, including in both developed and developing or emerging markets. However, the Fund principally invests in companies with a market capitalization in excess of $500 million, and the Fund does not expect to make additional investments in developing or emerging markets if it would cause the Fund to have a greater than 10% overweight position to developing or emerging markets as compared to the exposure of the MSCI ACWI ex USA Growth Index to such markets. The Fund may make significant investments (e.g., more than 25% of the Fund's portfolio) in issuers located or doing business in a single country. The Fund's investments in equity securities may include, for example, common stocks, American Depositary Receipts or other U.S. listings of foreign common stocks, and exchange-traded funds (“ETFs”). The Fund may use ETFs, closed-end funds, and derivative instruments to gain broad exposure to markets and/or a particular index. For example, the Fund may use derivative contracts to increase or decrease the portfolio's exposure to the investment(s) underlying the derivative instruments in an attempt to benefit from changes in the value of the underlying investment(s), to realize gains from trading a derivative contract or to hedge against potential losses. There can be no assurance that the Fund's use of futures contracts will work as intended. Federated Global Investment Management Corp.'s (the “Adviser”) investment process seeks to identify companies with robust and sustainable growth rates, high-quality balance sheets, and management teams with clearly defined growth strategies. In allocating the Fund's assets, the Adviser also incorporates information on the economic and financial market conditions within each country. The Adviser's portfolio construction process seeks to combine the best investment candidates within the Adviser's recommended framework of country allocations. The Fund utilizes an active trading approach. The Adviser may choose to sell a holding when, for example, in the Adviser's view, it no longer represents an attractive investment or to take advantage of what it considers to be a better investment opportunity.	The investment policies of the PNC International Growth Fund and the Federated International Growth Fund are substantially the same.
PNC Multi-Factor Large Cap Value Fund (Reorganizing Fund)	Federated MDT Large Cap Value Fund (Surviving Fund)	Certain Differences
The Fund seeks to provide long-term capital appreciation.	The Fund’s investment objective seeks to provide growth of income and capital.
The Fund primarily invests in a diversified portfolio of value-oriented domestic equity securities of large-cap companies. Under normal circumstances, the Fund invests at least 80% of its net assets plus any borrowings for investment purposes in securities issued by large-cap companies. For purposes of its 80% policy, the Fund defines a large-cap company as one whose market capitalization falls within the market capitalization range of companies represented in the Russell 1000® Value Index. As of December 31, 2017, companies in the Russell 1000® Value Index ranged in market capitalization from $465 million to $376.3 billion. The Fund will provide shareholders with at least 60 days’ written notice before changing this 80% policy. The Fund may also invest in foreign stocks in keeping with the Fund’s objective. PNC Capital Advisors, LLC (the “Adviser”) employs a systematic multi-factor process to identify companies that it believes have the potential to produce earnings in excess of market expectations. The Adviser evaluates issuers and selects investments based on a variety of quantitative measures, referred to as “factors.” The Fund’s multi-factor quantitative process uses quality factors, such as a company’s stability of earnings; momentum factors, such as movements in both price and earnings and earnings surprises; and value factors, such as price-to-earnings, price-to-book, and price-to-cash flow ratios. Consistent with its multi-factor orientation, the Adviser’s stock selection process for the Fund is expected to result in investments in companies with value characteristics. The Fund’s investment weighting in any one sector will change over time based on how the multi-factor process assesses each sector’s relative attractiveness. The Fund does not apply any sector-based limits on its portfolio and the Adviser’s process may result in the Fund being invested significantly in one or more sectors. The Fund will normally invest primarily in securities of U.S. companies. The equity securities in which the Fund may invest include, for example, common stock, American Depositary Receipts, preferred stock, warrants, and rights. The Adviser expects to rebalance the Fund quarterly and the Adviser may actively trade the Fund’s portfolio securities based on its multi-factor process in an attempt to achieve its investment objective. Active trading will cause the Fund to have an increased portfolio turnover rate, which may generate short-term gains for its shareholders, which are taxed at a higher rate than long-term gains. Actively trading portfolio securities increases the Fund’s trading costs and may have an adverse impact on the Fund’s performance.	The Fund seeks to achieve its objective by investing primarily in the common stock of large-cap U.S. companies undervalued relative to the market. The Fund’s investment adviser’s (“Adviser”) investment strategy utilizes a large-cap value approach by selecting most of its investments from companies listed in the Russell 1000® Value Index, an index that measures the performance of those companies with lower price-to-book ratios and lower forecasted growth values within the large-cap segment of the U.S. equity universe, which includes the 1,000 largest U.S. companies by market capitalization. The Fund considers large-cap companies to be those of a size similar to companies listed in the Russell 1000® Value Index. As of October 31, 2018, companies in the Russell 1000® Value Index ranged in market capitalization from $517.1 million to $820.6 billion. As more fully described in this Prospectus, the Fund’s investments primarily include the following: equity securities of domestic issuers. The Adviser implements its strategy using a quantitative model driven by fundamental and technical stock selection variables, including relative value, profit trends, capital structure and price history. This process seeks to impose strict discipline over stock selection, unimpeded by market or manager psychology. It seeks to maximize compound annual return while controlling risk. The process also takes into account trading costs in an effort to ensure that trades are generated only to the extent they are expected to be profitable on an after-trading-cost basis. Additionally, risk is controlled through diversification constraints which limit exposure to individual companies as well as to groups of correlated companies. The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in large-cap investments. Such large-cap investments will be comprised primarily of common stocks. The Fund will notify shareholders at least 60 days in advance of any change in its investment policies that would enable the Fund to normally invest less than 80% of its net assets (plus any borrowings for investment purposes) in large-cap investments. The Fund actively trades its portfolio securities in an attempt to achieve its investment objective. Active trading will cause the Fund to have an increased portfolio turnover rate and increase the Fund’s trading costs, which may have an adverse impact on the Fund’s performance. An active trading strategy will likely result in the Fund generating more short-term capital gains or losses. Short-term gains are generally taxed at a higher rate than long-term gains. Any short-term losses are used first to offset short-term gains.	The equity securities in which the PNC Multi-Factor Large Cap Value Fund may invest include, for example, American Depositary Receipts, preferred stock, warrants, and rights. The Fund’s investment weighting in any one sector will change over time based on how the multi-factor process assesses each sector’s relative attractiveness. The Fund does not apply any sector-based limits on its portfolio and the Adviser’s process may result in the Fund being invested significantly in one or more sectors.

ANNEX D –

PRINCIPAL INVESTMENT RISKS

	PNC Emerging Markets Equity Fund	Federated Emerging Markets Equity Fund	PNC International Equity Fund	Federated International Equity Fund	PNC International Growth Fund	Federated International Growth Fund	PNC Multi-Factor Large Cap Value Fund	Federated MDT Large Cap Value Fund
Active Trading Risk	X		X		X		X
Counterparty Credit Risk		X		X		X
Currency Risk	X	X	X	X	X	X
Custodial Services and Related Investment Cost	X	X	X	X	X	X
Eurozone Related Risk		X		X		X
Exchange-Traded Funds Risk	X	X	X	X	X	X
Focused Investment Risk	X	X	X	X	X	X
Greater China Risk		X
Interest Rate Risk		X		X		X
Issuer Credit Risk	X	X	X	X	X	X	X
Large Cap-Company Risk								X
Leverage Risk	X	X
Limited Operating History Risk	X				X
Liquidity Risk	X	X		X		X
Management and Operational Risk	X		X		X		X
Mid-Cap Company Risk	X	X	X	X	X	X
Portfolio Turnover Risk	X						X
Quantitative Modeling Risk								X
Risk of Foreign Investing	X	X	X	X	X	X	X
Risk of Investing in Depositary Receipts and Domestically Traded Securities of Foreign Issuers		X		X		X
Risk of Investing in Derivative Contracts	X	X	X	X	X	X
Risk of Investing in Emerging Market Countries	X	X	X	X	X	X
Risk Related to the Economy	X	X	X	X	X	X	X	X
Risk Related to Investing for Growth	X	X	X	X	X	X
Risk Related to Investing for Value			X	X			X	X
Sector Risk	X	X				X	X	X
Small-Cap Company Risk	X	X	X	X	X	X
Stock Market Risk		X		X		X		X
Technology Risk	X	X	X	X	X	X

Active Trading Risk (PNC Funds only). To the extent that the Fund buys and sells securities actively, it could have higher expenses (which reduce return for shareholders) and higher taxable distributions.

Active Trading Risk (PNC Multi-Factor Large Cap Value Fund only). To the extent that the Fund buys and sells securities actively, it could have higher expenses (which reduce return for shareholders) and higher taxable distributions. Investment models, such as quantitative and algorithmic models, may prove to be unsuccessful and may not perform as expected for a variety of reasons. For example, human judgment plays a role in building, utilizing, testing, and modifying the financial algorithms and formulas used in these models. In addition, the data, which is typically supplied by third parties, can be imprecise or become stale due to new events or changing circumstances. The success of models or factor-driven processes that are predictive in nature is dependent largely upon the accuracy, predictive value and reliability of the supplied data, including historical data. Certain low probability events or factors that are assigned little weight may occur or prove to be more likely or more relevant than expected, for short or extended periods of time. Market performance can be affected by non-quantitative factors (for example, investor fear or over-reaction or other emotional considerations) that are not easily integrated into quantitative analysis. Investment models also involve the risk that construction and implementation (including, for example, data problems, and/or software issues) may create errors or limitations that might go undetected or are discovered only after the errors or limitations have adversely impacted the Fund. Investment models may use simplifying assumptions that can limit their effectiveness.

Counterparty Credit Risk. Credit risk includes the possibility that a party to a transaction involving the Fund will fail to meet its obligations. This could cause the Fund to lose the benefit of the transaction or prevent the Fund from selling or buying other securities to implement its investment strategy.

Currency Risk. Exchange rates for currencies fluctuate daily. Accordingly, the Fund may experience increased volatility with respect to the value of its Shares and its returns as a result of its exposure to foreign currencies through direct holding of such currencies or holding of non-U.S. dollar denominated securities.

Custodial Services and Related Investment Cost. Custodial services and other costs relating to investment in international securities markets generally are more expensive due to differing settlement and clearance procedures than those of the United States.

Eurozone Related Risk. A number of countries in the European Union (EU) have experienced, and may continue to experience, severe economic and financial difficulties. Additional EU member countries may also fall subject to such difficulties. These events could negatively affect the value and liquidity of the Fund’s investments in euro-denominated securities and derivatives contracts, securities of issuers located in the EU or with significant exposure to EU issuers or countries.

Exchange-Traded Funds Risk. An investment in an exchange-traded fund (ETF) generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchanged traded) that has the same investment objectives, strategies and policies.

Focused Investment Risk. To the extent that the Fund focuses its investments in the securities of a particular issuer or companies in a particular country, group of countries, region, market, industry, group of industries, sector, or asset class, the Fund’s exposure to various risks may be heightened, including price volatility and adverse economic, market, political, or regulatory occurrences affecting that issuer, country, group of countries, region, market, industry, group of industries, sector, or asset class.

Greater China Risk. Although larger and/or more established than many emerging markets, the markets of the Greater China region function in many ways as emerging markets, and carry the high levels of risks associated with emerging markets. Investments in the Greater China region may be subject to the risks associated with trading on less-developed trading markets, in addition to acute political risks such as possible negative repercussions resulting from China’s relationship with Taiwan or Hong Kong, restrictions on monetary repatriation, or other adverse government actions. As export-driven economies, the economies of countries in the Greater China region are affected by developments in the economies of their principal trading partners.

Interest Rate Risk. Prices of fixed-income securities generally fall when interest rates rise. The longer the duration of a fixed-income security, the more susceptible it is to interest-rate risk. Recent and potential future changes in monetary policy made by central banks and/or their governments are likely to affect the level of interest rates.

Issuer Credit Risk. It is possible that interest or principal on securities will not be paid when due. Such non-payment or default may reduce the value of the Fund's portfolio holdings, its share price and its performance.

Large-Cap Company Risk. The Fund will invest in large capitalization (or “large-cap”) companies. Large-cap companies may have fewer opportunities to expand the market for their products or services, may focus their competitive efforts on maintaining or expanding their market share, and may be less capable of responding quickly to competitive challenges. These factors could result in the share price of large companies not keeping pace with the overall stock market or growth in the general economy, and could have a negative effect on the Fund’s portfolio, performance and Share price.

Leverage Risk (PNC Funds only). Certain transactions may give rise to a form of leverage, including, but not limited to, derivative instruments, certain ETFs, reverse repurchase agreements, loans of portfolio securities and the use of when-issued, delayed-delivery, or forward-commitment transactions. Leveraging may cause the Fund to liquidate portfolio positions to satisfy its obligations at disadvantageous times or prices. Leveraging, including borrowing, may cause the Fund’s performance to be more volatile than if the Fund had not been leveraged. Certain types of leveraging transactions could theoretically be subject to unlimited losses.

Limited Operating History Risk (PNC Funds only). A newly formed Fund has no or a limited operating history for investors to evaluate. A newly formed Fund may not attract sufficient assets to achieve or maximize investment and operational efficiencies and remain viable. If a newly formed Fund fails to achieve sufficient scale, it may be liquidated.

Liquidity Risk. The fixed-income securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. Liquidity risk also refers to the possibility that the Fund may not be able to sell a security or close out a derivative contract when it wants to. If this happens, the Fund could incur losses.

Management and Operational Risk (PNC Funds only). The Fund is subject to management risk because it is actively managed. The Adviser will apply investment techniques and risk analysis in making investment decisions for the Fund, but there can be no guarantee that these decisions will produce the desired outcome. Additionally, legislative, regulatory, or tax developments may affect the investment techniques available to the Adviser in managing the Fund and may also adversely affect the ability of the Fund to achieve its investment objective.

Mid-Cap Company Risk. The Fund may invest in mid-capitalization (or “mid-cap”) companies. Mid-cap companies often have narrower markets, limited managerial and financial resources, more volatile performance and greater risk of failure, compared to larger, more established companies. These factors could increase the volatility of the Fund’s portfolio, performance and Share price.

Portfolio Turnover Risk (PNC Funds only). It is anticipated that the Equity Funds that use quantitative strategies will experience high rates of portfolio turnover, which may result in payment by the Fund of above-average transaction costs. High portfolio turnover may involve correspondingly greater transaction costs in the form of dealer spreads or brokerage commissions. It may result in increased realization of net short-term capital gains (which are taxable to shareholders as ordinary income when distributed to them), higher taxable distributions, and lower after-tax performance.

Quantitative Modeling Risk. The Fund employs quantitative models as a management technique. These models examine multiple economic factors using various proprietary and third-party data. The results generated by quantitative analysis may perform differently than expected and may negatively affect Fund performance for various reasons (for example, human judgment, data imprecision, software or other technology malfunctions, or programming inaccuracies).

Risk of Foreign Investing. Because the Fund invests in securities issued by foreign companies and national governments, the Fund’s share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case.

Risk of Investing in Derivative Contracts. Derivative contracts involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund and a potential reduction in gains to the Fund. Each of these issues is described in greater detail in this Prospectus. Derivative contracts may also involve other risks described in this Prospectus, such as stock market, interest rate, credit, currency, liquidity and leverage risks.

Risk of Investing in Emerging Market Countries. Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. Emerging market economies may also experience more severe downturns (with corresponding currency devaluations) than developed economies.

Risk of Investing in Emerging Market Countries (PNC Emerging Markets Equity Fund and Federated Emerging Markets Equity Fund only). Securities issued or traded in emerging markets, including frontier markets, generally entail greater risks than securities issued or traded in developed markets. For example, their prices may be significantly more volatile than prices in developed countries. Emerging market economies may also experience more severe downturns (with corresponding currency devaluations) than developed economies. Emerging market countries may have relatively unstable governments and may present the risk of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed market, centrally-planned economies. These same risks exist and may be greater in frontier markets.

Risk Related to Investing for Growth. Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. Additionally, growth stocks may not pay dividends or may pay lower dividends than value stocks.

Risk Related to Investing for Value. Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. Additionally, value stocks tend to have higher dividends than growth stocks. This means they depend less on price changes for returns and may lag behind growth stocks in an up market.

Risk Related to the Economy. The value of the Fund’s portfolio may decline in tandem with a drop in the overall value of the markets in which the Fund invests and/or other markets. Economic, political and financial conditions, or industry or economic trends and developments may, from time to time, and for varying periods of time, cause the Fund to experience volatility, illiquidity, shareholder redemptions or other potentially adverse effects.

Sector Risk. Because the Fund may allocate relatively more assets to certain industry sectors than others, the Fund’s performance may be more susceptible to any developments which affect those sectors emphasized by the Fund.

Sector Risk (PNC Emerging Markets Equity Fund and Federated Emerging Markets Equity Fund only). A substantial part of the Fund's portfolio may be comprised of securities issued by companies in the financial services industry. In addition, a substantial part of the Fund's portfolio may be comprised of securities credit enhanced by companies with similar characteristics. As a result, the Fund will be more susceptible to any economic, business, political or other developments that generally affect these companies. Developments affecting companies in the financial services industry or companies with similar characteristics might include changes in interest rates, changes in the economic cycle affecting credit losses and regulatory changes.

Small-Cap Company Risk. The Fund may invest in small capitalization (or “small-cap”) companies. Small-cap companies may have less liquid stock, a more volatile share price, unproven track records, a limited product or service base and limited access to capital. The above factors could make small-cap companies more likely to fail than larger companies, and increase the volatility of the Fund’s portfolio, performance and Share price.

Stock Market Risk. The value of equity securities in the Fund’s portfolio will fluctuate and, as a result, the Fund’s Share price may decline suddenly or over a sustained period of time. Information publicly available about a company, whether from the company’s financial statements or other disclosures or from third parties, or information available to some but not all market participants, can affect the price of a company’s shares in the market. Among other factors, equity securities may decline in value because of an increase in interest rates or changes in the stock market. Recent and potential future changes in industry and/or economic trends, as well as changes in monetary policy made by central banks and/or their governments, also can affect the level of interest rates and contribute to the development of or increase in volatility, illiquidity, shareholder redemptions and other adverse effects (such as a decline in a company’s stock price), which could negatively impact the Fund’s performance.

Technology Risk. The Adviser uses various technologies in managing the Fund consistent with its investment objective and strategy described in this Prospectus. For example, proprietary and third-party data and systems are utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively affect Fund performance.

ANNEX E –

COMPARISON OF INVESTMENT LIMITATIONS

The PNC Funds and the Federated Funds each have fundamental investment policies, which may not be changed without shareholder approval, as well as non-fundamental policies, which may be changed by the Funds’ respective Boards without shareholder approval. As discussed in the “Comparison of Investment Objectives and Policies,” the Federated Funds and the PNC Funds are managed using substantially similar or generally similar investment strategies. However, there are differences in the language of the applicable investment limitations attributable primarily to the fact that the Federated Funds are part of the Federated “family” of funds and the PNC Funds are part of the PNC “family” of funds. Additionally, to the extent a PNC Fund and the corresponding Federated Fund have substantially similar limitations, but one Fund’s limitation is fundamental, while the other Fund’s is non-fundamental, this represents a difference as to whether shareholder approval is required to change such limitation. The following tables compare the investment policies of the PNC Funds and the Federated Funds:

PNC Emerging Markets Equity Fund (Reorganizing Fund)

Federated Emerging Markets Equity Fund (Surviving Fund)

Certain Differences

Diversification of Investments (fundamental)

The Fund may not change its classification under the 1940 Act as a diversified investment company.

Diversification of Investments (fundamental)

With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities of any one issuer (other than cash; cash items; securities issued or guaranteed by the government of the United States or its agencies or instrumentalities and repurchase agreements collateralized by such U.S. government securities; and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer, or the Fund would own more than 10% of the outstanding voting securities of that issuer.

Concentration (fundamental)

The Fund may not purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that:

(a) there is no limitation with respect to investment in investment companies or obligations issued or guaranteed by the U.S. government, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions, and repurchase agreements secured by such instruments;

(b) wholly owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of their parents;

(c) utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric, and telephone will each be considered a separate industry;

(d) personal credit and business credit businesses will be considered separate industries; and

(e) the Fund may invest 25% or more of the value of its total assets in one or more issuers conducting their principal business activities in the same industry if that industry represents 25% or more of the value of the Fund’s benchmark index.

Concentration (fundamental)

The Fund will not make investments that will result in the concentration of its investments in the securities of issuers primarily engaged in the same industry or group of industries. For purposes of this restriction, the term concentration has the meaning set forth in the Investment Company Act of 1940 (“1940 Act”), any rule or order thereunder, or any SEC staff interpretation thereof. Government securities and municipal securities will not be deemed to constitute an industry.

Concentration (non-fundamental)

Notwithstanding sub-paragraph (a) to the concentration limit above, and as a non-fundamental policy (i.e., one that may be changed without any vote of shareholders) the Fund will not concentrate its investments in obligations issued by states or municipalities or their political sub-divisions that are not obligations exempt from one or more of the following: regular Federal income tax, state income tax, or local tax.

Underwriting (fundamental)

The Fund may not act as an underwriter of securities within the meaning of the 1933 Act except insofar as a Fund might be deemed to be an underwriter upon the disposition of portfolio securities acquired within the limitation on purchases of illiquid securities and except to the extent that the purchase of obligations directly from the issuer thereof in accordance with its investment objective, policies and limitations may be deemed to be underwriting.

Underwriting (fundamental)

The Fund may not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter under the Securities Act of 1933.

Investing in Commodities (fundamental)

The Fund may invest in commodities and commodity contracts of any kind without limitation.

Investing in Commodities (fundamental)

The Fund may not purchase or sell physical commodities, provided that the Fund may purchase securities of companies that deal in commodities. For purposes of this restriction, investments in transactions involving futures contracts and options, forward currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be investments in commodities.

Investing in Real Estate (fundamental)

The Fund may not purchase or sell real estate, except that a Fund may purchase securities of issuers which deal in real estate and may purchase securities which are secured by interests in real estate. Each Fund may hold or dispose of any assets it may hold or come into the possession of by virtue of an investment that was made in accordance with its investment policies.

Investing in Real Estate (fundamental)

The Fund may not purchase or sell real estate, provided that this restriction does not prevent the Fund from investing in issuers which invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. The Fund may exercise its rights under agreements relating to such securities, including the right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner.

Borrowing Money, Issuing Senior Securities, Pledging Assets (fundamental)

The Fund may borrow money, issue senior securities or mortgage, pledge or hypothecate its assets, to the extent permitted by the Investment Company Act of 1940, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or by regulatory guidance or interpretations of, or any exemptive order or other relief issued by the Securities and Exchange Commission or any successor organization or their staff under, such Act, rules or regulations.

Borrowing Money and Issuing Senior Securities (fundamental)

The Fund may borrow money, directly or indirectly, and issue senior securities to the maximum extent permitted under the 1940 Act, any rule or order there under, or any SEC staff interpretation thereof.

Pledging Assets (non-fundamental)

The Fund will not mortgage, pledge or hypothecate any of its assets, provided that this shall not apply to the transfer of securities in connection with any permissible borrowing or to collateral arrangements in connection with permissible activities.

Lending (fundamental)

The Fund may lend money to the extent permitted by the Investment Company Act of 1940, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or by regulatory guidance or interpretations of, or any exemptive order or other relief issued by the Securities and Exchange Commission or any successor organization or their staff under, such Act, rules or regulations.

Lending (fundamental)

The Fund may not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations, entering into repurchase agreements, lending its assets to broker/dealers or institutional investors and investing in loans, including assignments and participation interests.

Illiquid securities (non-fundamental)

The Fund will not invest more than 15% of its net assets in securities that are illiquid.

Illiquid Securities (non-fundamental)

The Fund will not purchase securities for which there is no readily available market, or enter into repurchase agreements or purchase time deposits that the Fund cannot dispose of within seven days, if immediately after and as a result, the value of such securities would exceed, in the aggregate, 15% of the Fund's net assets.

There is no corresponding policy.

Purchases on Margin (non-fundamental)

The Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the clearance of purchases and sales of securities and further provided that the Fund may make margin deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments.

Non-Fundamental Names Rule Policy (non-fundamental)

Under normal circumstances, the Fund invests at least 80% of its net assets plus any borrowings for investment purposes in equity securities of issuers tied economically to emerging market countries (“emerging market issuers”). Emerging market issuers include companies meeting one or more of the following criteria: (i) the principal trading market for the issuer’s securities is in an emerging market country; (ii) the issuer derives at least 50% of its total revenue or profit from goods produced or sold and investments made or services performed in emerging market countries; (iii) the issuer has at least 50% of its assets in emerging market countries; or (iv) the company is organized under the laws of, or has a principal office in, an emerging market country. Emerging market countries include any country represented in any widely recognized index of emerging market or frontier market securities, such as the MSCI Emerging Markets Index, MSCI ACWI ex USA Index, and the MSCI Frontier Markets Index. Emerging markets include frontier markets and most countries in the world other than Australia, Canada, Japan, New Zealand, the United Kingdom, the United States, most of the countries of Western Europe, and Hong Kong. “Frontier markets” refers to the markets of smaller, less accessible, but still investable, countries of the developing world. The Fund will provide shareholders with at least 60 days’ written notice before changing its 80% policy discussed above.

Non-Fundamental Names Rule Policy (non-fundamental)

The Fund will invest its assets so that, under normal circumstances, at least 80% of its net assets (plus any borrowing for investment purposes) are invested in equity securities of emerging market countries. The Fund will notify shareholders at least 60 days in advance of any change in its investment policy that would enable the Fund to invest, under normal circumstances, less than 80% of its net assets (plus any borrowings for investment purposes) in equity securities of emerging market countries.

Additional Information

As a non-fundamental policy (i.e., one that may be changed without any vote of shareholders), the Fund will not purchase securities of issuers conducting their principal business activities in the same industry in reliance on the exception in sub-paragraph 1(e) of its fundamental policy on concentration, if, immediately after and as a result of the acquisition, the Fund’s investments in issuers conducting their principal business activities in that industry would represent more than 25% of the value of the Fund’s total assets.

With respect to the borrowing money policy above, the 1940 Act limits a Fund’s ability to borrow money on a non-temporary basis if such borrowings constitute “senior securities,” except that a Fund may borrow from banks and may mortgage, pledge or hypothecate its assets in connection with such borrowings, provided that immediately after any such borrowing the Fund has 300% asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) for all borrowings. Should a Fund’s asset average fall below the required 300%, within three days thereafter (not including Sundays and holidays) the Fund must reduce the amount of its borrowings to an extent that the asset coverage will be at least 300%.

For purposes of the above investment limitations, a security is considered to be issued by the governmental entity (or entities) whose assets and revenues back the security, or, with respect to a private activity bond that is backed only by the assets and revenues of a nongovernmental user, a security is considered to be issued by such nongovernmental user.

Except for the Fund’s policy on illiquid securities and borrowing, if a percentage limitation is satisfied at the time of investment, a later increase or decrease in such percentage resulting from a change in the value of the Fund’s portfolio securities will not constitute a violation of such limitation for purposes of the 1940 Act.

Additional Information

For purposes of the above limitations, the Fund considers certificates of deposit and demand and time deposits issued by a U.S. branch of a domestic bank or savings association having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be “cash items” and “bank instruments.” Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such limitation.

In applying the concentration restriction: (a) utility companies will be divided according to their services (for example, gas, gas transmission, electric and telephone will be considered a separate industry); (b) financial service companies will be classified according to the end users of their services (for example, automobile finance, bank finance and diversified finance will each be considered a separate industry); (c) asset-backed securities will be classified according to the underlying assets securing such securities; (d) municipal securities shall exclude private activity municipal debt securities, which are principally backed by the assets and revenues of the non-governmental user of the funds generated by securities issuance; and (e) the Fund will typically consider (i.e., look through to) the concentration of an investment company in which it invests only if that investment company is itself a concentrated portfolio.

As a matter of non-fundamental policy, for purposes of the illiquid securities policy, illiquid securities are securities that cannot be sold or disposed of in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.

To conform to the current view of the SEC that only domestic bank deposit instruments may be excluded from industry concentration limitations, as a matter of non-fundamental policy, the Fund will not exclude foreign bank instruments from industry concentration limitations so long as the policy of the SEC remains in effect. In addition, investments in bank instruments, and investments in certain industrial development bonds funded by activities in a single industry, will be deemed to constitute investment in an industry, except when held for temporary defensive purposes. The investment of more than 25% of the value of the Fund's total assets in any one industry will constitute “concentration.”

For purposes of the above limitations, municipal securities are those securities issued by governments or political subdivisions of governments.

In applying the borrowing limitation, in accordance with Section 18(f)(1) of the 1940 Act and current SEC rules and guidance, the Fund is permitted to borrow money, directly or indirectly, provided that immediately after any such borrowing, the Fund has asset coverage of at least 300% for all of the Fund's borrowings, and provided further that in the event that such asset coverage shall at any time fall below 300% the Fund shall, within three business days, reduce the amount of its borrowings to an extent that the asset coverage of such borrowings shall be at least 300%.

In applying the Names Rule Policy, the Fund will not consider convertible securities to be equity securities for the purposes of determining whether at least 80% of the Fund's net assets (plus any borrowings for investment purposes) are invested in equity investments.

PNC International Equity Fund (Reorganizing Fund)

Federated International Equity Fund (Surviving Fund)

Certain Differences

Diversification (non- fundamental)

The Fund is a diversified investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Diversification (fundamental)

Concentration (fundamental)

(a) there is no limitation with respect to obligations issued or guaranteed by the U.S. government, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions, and repurchase agreements secured by such instruments;

(b) wholly owned finance companies will be considered to be in the industries of their parents

if their activities are primarily related to financing the activities of their parents;

(c) utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric, and telephone will each be considered a separate industry; and

(d) personal credit and business credit businesses will be considered separate industries.

Concentration (fundamental)

Concentration (non-fundamental) Notwithstanding sub-paragraph (a) to the concentration limit above, and as a non-fundamental policy (i.e., one that may be changed without any vote of shareholders) the Fund will not concentrate its investments in obligations issued by states or municipalities or their political sub-divisions that are not obligations exempt from one or more of the following: regular Federal income tax, state income tax, or local tax.

Underwriting (fundamental)

The Fund may not Act as an underwriter of securities within the meaning of the 1933 Act except insofar as a Fund might be deemed to be an underwriter upon the disposition of portfolio securities acquired within the limitation on purchases of illiquid securities and except to the extent that the purchase of obligations directly from the issuer thereof in accordance with its investment objective, policies and limitations may be deemed to be underwriting.

Underwriting (fundamental)

Investing in Commodities (fundamental)

The Fund may not invest in commodities, except that as consistent with its investment objective and policies a Fund may: (a) purchase and sell options, forward contracts, futures contracts, including without limitation, those relating to indices; (b) purchase and sell options on futures contracts or indices; and (c) purchase publicly traded securities of companies engaging in whole or in part in such activities. For purposes of this investment limitation, “commodities” includes commodity contracts.

Investing in Commodities (fundamental)

Investing in Real Estate (fundamental)

Borrowing Money, Issuing Senior Securities, Pledging Assets (fundamental)

Borrowing Money and Issuing Senior Securities (fundamental)

Pledging Assets (non-fundamental)

Lending (fundamental)

Illiquid securities (non-fundamental)

The Fund will not invest more than 15% of its net assets in securities that are illiquid.

Illiquid Securities (non-fundamental)

There is no corresponding policy.

Purchases on Margin (non-fundamental)

Purchase Securities (fundamental)

Fund may not purchase securities of any one issuer, other than securities issued or guaranteed by the U.S. government or its agencies or instrumentalities or, in the case of PNC International Equity Fund, securities issued or guaranteed by any foreign government, if, immediately after such purchase, more than 5% of the value of the Fund’s total assets would be invested in such issuer or the Fund would hold more than 10% of any class of securities of the issuer or more than 10% of the outstanding voting securities of the issuer, except that up to 25% of the value of the Fund’s total assets may be invested without regard to such limitations.

There is no corresponding policy.

Non-Fundamental Names Rule Policy (non-fundamental)

Under normal circumstances, the Fund invests at least 80% of its net assets plus any borrowings for investment purposes in equity securities. The Fund will provide shareholders with at least 60 days’ written notice before changing this 80% policy.

Non-Fundamental Names Rule Policy (non-fundamental)

Additional disclosures. With respect to the borrowing money policy above, the 1940 Act limits a Fund’s ability to borrow money on a non-temporary basis if such borrowings constitute “senior securities,” except that a Fund may borrow from banks and may mortgage, pledge or hypothecate its assets in connection with such borrowings, provided that immediately after any such borrowing the Fund has 300% asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) for all borrowings. Should a Fund’s asset average fall below the required 300%, within three days thereafter (not including Sundays and holidays) the Fund must reduce the amount of its borrowings to an extent that the asset coverage will be at least 300%.

For purposes of applying the commodities policy above, at the time of the establishment of the restriction, swap contracts and certain other financial transactions were not within the understanding of the term “commodities” or “commodity interests” and, for clarity, notwithstanding any federal legislation or regulatory action by the CFTC that subject swaps or such other financial transactions to regulation by the CFTC, the Fund is not restricted from investing in or entering into swap contracts or such other financial transactions by the fundamental policy.

Additional Information

For purposes of the above limitations, municipal securities are those securities issued by governments or political subdivisions of governments.

PNC International Growth Fund (Reorganizing Fund)

Federated International Growth Fund (Surviving Fund)

Certain Differences

Diversification of Investments (fundamental)

The Fund may not change its classification under the 1940 Act as a diversified investment company.

Diversification (fundamental)

Concentration (fundamental)

(b) wholly owned finance companies will be considered to be in the industries of their parents

if their activities are primarily related to financing the activities of their parents;

electric and gas, electric, and telephone will each be considered a separate industry; and

(d) personal credit and business credit businesses will be considered separate industries.

Concentration (fundamental)

Concentration (non-fundamental)

Underwriting (fundamental)

Investing in Commodities (fundamental)

The Fund may invest in commodities and commodity contracts of any kind without limitation.

Investing in Commodities (fundamental)

Investing in Real Estate (fundamental)

Borrowing Money, Issuing Senior Securities, Pledging Assets (fundamental)

Borrowing Money and Issuing Senior Securities (fundamental)

Pledging Assets (non-fundamental)

Lending (fundamental)

Illiquid securities (non-fundamental)

The Fund will not invest more than 15% of its net assets in securities that are illiquid.

Illiquid Securities (non-fundamental)

There is no corresponding policy.

Purchases on Margin (non-fundamental)

Additional Information (fundamental)

Additional Information

For purposes of the above limitations, municipal securities are those securities issued by governments or political subdivisions of governments.

PNC Multi-Factor Large Cap Value Fund (Reorganizing Fund)

Federated MDT Large Cap Value Fund (Surviving Fund)

Certain Differences

Diversification (non- fundamental)

The Fund is a diversified investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Diversification (fundamental)

Borrowing Money, Issuing Senior Securities, Pledging Assets (fundamental)

Borrowing Money and Issuing Senior Securities (fundamental)

The Fund may borrow money, directly or indirectly, and issue senior securities to the maximum extent permitted under the Investment Company Act of 1940 (“1940 Act”), any rule or order thereunder, or any SEC staff interpretation thereof.

Pledging Assets (non-fundamental)

The Fund will not mortgage, pledge, or hypothecate any of its assets, provided that this shall not apply to the transfer of securities in connection with any permissible borrowing or to collateral arrangements in connection with permissible activities.

Investing in Real Estate (fundamental)

Investing in Commodities (fundamental)

The Fund may not purchase or sell physical commodities, provided that the Fund may purchase securities of companies that deal in commodities.

Underwriting (fundamental)

Lending (fundamental)

Concentration (fundamental)

(b) wholly owned finance companies will be considered to be in the industries of their parents

if their activities are primarily related to financing the activities of their parents;

(c) utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric, and telephone will each be considered a separate industry; and

(d) personal credit and business credit businesses will be considered separate industries.

Concentration (fundamental)

The Fund will not make investments that will result in the concentration of its investments in the securities of issuers primarily engaged in the same industry. Government securities, municipal securities and bank instruments will not be deemed to constitute an industry.

Concentration (as applied) (non-fundamental)

In applying the Fund's concentration restriction: (a) utility companies will be divided according to their services, for example, gas, gas transmission, electric and telephone will each be considered a separate industry; (b) financial service companies will be classified according to the end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry; and (c) asset-backed securities will be classified according to the underlying assets securing such securities. To conform to the current view of the SEC staff that only domestic bank instruments may be excluded from industry concentration limitations, as a matter of non-fundamental policy, the Fund will not exclude foreign bank instruments from industry concentration limitation tests as long as the policy of the SEC remains in effect. In addition, investments in bank instruments, and investments in certain industrial development bonds funded by activities in a single industry, will be deemed to constitute investment in an industry, except when held for temporary defensive purposes. A large economic or market sector shall not be construed as a group of industries for purposes of this restriction. The investment of more than 25% of the value of the Fund's total assets in any one industry or group of industries will constitute “concentration.”

There is no corresponding policy.

Purchases on Margin (non-fundamental)

The Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the clearance of purchases and sales of securities, and further provided that the Trust may make margin deposits in connection with its use of financial options and futures, forward and spot currency transactions and other financial contracts or derivative instruments.

Illiquid securities (non-fundamental)

The Fund will not invest more than 15% of its net assets in securities that are illiquid.

Illiquid Securities (non-fundamental)

The Fund will not purchase securities for which there is no readily available market, or enter into repurchase agreements or purchase time deposits that the fund cannot dispose of within seven days, if immediately after and as a result, the value of such securities would exceed, in the aggregate, 15% of the Fund's net assets.

Purchase Securities (fundamental)

Fund may not purchase securities of any one issuer, other than securities issued or guaranteed by the U.S. government or its agencies or instrumentalities if, immediately after such purchase, more than 5% of the value of the Fund’s total assets would be invested in such issuer or the Fund would hold more than 10% of any class of securities of the issuer or more than 10% of the outstanding voting securities of the issuer, except that up to 25% of the value of the Fund’s total assets may be invested without regard to such limitations.

There is no corresponding policy.

Restricted Securities (non-fundamental)

The Fund may invest in restricted securities. Restricted securities are any securities in which the Fund may invest pursuant to its investment objective and policies but which are subject to restrictions on resale under federal securities law. Under criteria established by the Board, certain restricted securities are determined to be liquid. To the extent that restricted securities are not determined to be liquid, the Fund will limit their purchase, together with other illiquid securities, to 15% of its net assets.

Non-Fundamental Names Rule Policy (non-fundamental)

Under normal circumstances, the Fund invests at least 80% of its net assets plus any borrowings for investment purposes in securities issued by large-cap companies. For purposes of its 80% policy, the Fund defines a large-cap company as one whose market capitalization falls within the market capitalization range of companies represented in the Russell 1000® Value Index. The Fund will provide shareholders with at least 60 days’ written notice before changing this 80% policy.

Non-Fundamental Names Rule Policy (non-fundamental)

The Fund will invest its assets so that at least 80% of its net assets (plus any borrowings for investment purposes) are invested in large-cap investments. The Fund will notify shareholders at least 60 days in advance of any change in its investment policies that would enable the Fund to normally invest less than 80% of its net assets (plus any borrowings for investment purposes) in large-cap investments.

Additional Information

For purposes of the above Investment Limitations, the Fund considers certificates of deposit and demand and time deposits issued by a U.S. branch of a domestic bank or savings association having capital, surplus and undivided profits in excess of $100,000,000 at the time of investment to be “cash items.” With respect to the “Borrowing Money and Issuing Senior Securities” Investment Limitation, please note that for purposes of Section 18(f)(1) of the 1940 Act prohibits an open-end investment company from issuing any class of senior security, or selling any class of senior security of which it is the issuer, except that the investment company may borrow from a bank provided that immediately after any such borrowing there is asset coverage of at least 300% for all its borrowings. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such limitation.

ANNEX F –

FINANCIAL HIGHLIGHTS

PNC Funds

Financial Highlights

The tables that follow present performance information about Class A, Class C, Class I, and Class R6 Shares of each Fund, as applicable. This information is intended to help an investor understand each Fund’s financial performance for the past five years, or, if shorter, the period of the Fund’s or share class’s operations. All per share information reflects financial information for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in a Fund, assuming an investor reinvested all dividends and distributions.

The financial highlights have been audited by Deloitte & Touche LLP, Independent Registered Public Accounting Firm, whose report, along with each Fund’s financial statements, including any Notes to Financial Statements referenced in these financial highlights, is included in the annual report dated May 31, 2019 and is incorporated by reference into the Statement of Additional Information.

Financial Highlights – PNC Emerging Markets Equity Fund

Selected Per Share Data and Ratios for the Years Ended May 31, Unless Otherwise Indicated

	Class I			Class A
	2019	2018	2017⁽¹⁾	2019⁽²⁾
Net Asset Value, Beginning of Period	$13.23	$11.09	$10.00	$12.53
Net Investment Income Loss⁽³⁾	0.05	0.03	0.03	(0.01)
Realized and Unrealized Gain (Loss) on Investments	(1.84)	2.17	1.04	(1.11)
Total from Investment Operations	(1.79)	2.20	1.07	(1.12)
Payment by Affiliate⁽³⁾	–*⁽⁴⁾	–	0.02⁽⁵⁾	–*⁽⁴⁾
Dividends from Net Investment Income	(0.02)	(0.03)	–	(0.01)
Distributions from Net Realized Gains	(0.19)	(0.03)	–	(0.19)
Total Dividends and Distributions	(0.21)	(0.06)	–	(0.20)
Net Asset Value, End of Period	$11.23	$13.23	$11.09	$11.21
Total Return †	(13.38)%⁽⁴⁾	19.84%	10.90%⁽⁵⁾	(8.82)% ⁽⁴⁾
Ratios/Supplemental Data
Net Assets End of Period (000)	$11,557	$13,392	$11,107	$20
Ratio of Expenses to Average Net Assets	1.25%	1.25%	1.25%	1.51%
Ratio of Net Investment Income (Loss) to Average Net Assets	0.43%	0.26%	1.71%	(0.12)%
Ratio of Expenses to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	2.31%	2.08%	3.54%	59.58%
Ratio of Net Investment Loss to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	(0.63)%	(0.57)%	(0.58)%	(58.19)%
Portfolio Turnover Rate	34%	36%	7%	34%


	Class R6
	2019⁽⁵⁾
Net Asset Value, Beginning of Period	$ 11.39
Net Investment Income⁽³⁾	0.03
Realized and Unrealized Gain (Loss) on Investments	(0.19)
Total from Investment Operations	(0.16)
Payment by Affiliate⁽³⁾	–*⁽⁴⁾
Net Asset Value, End of Period	$ 11.23
Total Return †	(1.49)%⁽⁴⁾
Ratios/Supplemental Data
Net Assets End of Period (000)	$ 20
Ratio of Expenses to Average Net Assets	1.24%
Ratio of Net Investment Income to Average Net Assets	0.77%
Ratio of Expenses to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	54.63%
Ratio of Net Investment Loss to Average Net Assets (Before Fee Waivers)	(52.62)%
Portfolio Turnover Rate	34%

* Amount represents less than $0.005 per share.

† Total return excludes sales charge.

(1) Emerging Markets Equity Fund commenced operations on March 31, 2017. All ratios for the fiscal year ended May 31, 2017 have been annualized. Total return for the fiscal year ended May 31, 2017 has not been annualized.

(2) Class A commenced operations on August 1, 2018. All ratios for the period have been annualized. Total return for the period has not been annualized.

(3) Per share data calculated using average shares outstanding method.

(4) During the period ended May 31, 2019, a payment was made by the Adviser to offset a trade error in the Fund. The payment, net of the error, had no impact to the total return of the Fund.

(5) During the period ended May 31, 2017, a payment was made by the Adviser to offset a trade error in the Fund. Excluding this item, the total return would have been 10.80% for Class I Shares.

(6) Class R6 commenced operations on February 1, 2019. All ratios for the period have been annualized. Total return for the period has not been annualized.

Financial Highlights – PNC International Equity Fund

Selected Per Share Data and Ratios for the Years Ended May 31, Unless Otherwise Indicated

	Class I					Class A
	2019	2018	2017	2016	2015	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Year	$ 24.79	$ 21.90	$ 18.58	$ 20.61	$ 20.45	$ 24.57	$ 21.70	$ 18.42	$ 20.45	$ 20.31
Net Investment Income⁽¹⁾	0.30	0.32	0.22	0.24	0.30	0.24	0.25	0.20	0.21	0.24
Realized and Unrealized Gain (Loss) on Investments	(2.12)	2.76	3.28	(1.90)	0.13	(2.11)	2.74	3.22	(1.91)	0.12
Total from Investment Operations	(1.82)	3.08	3.50	(1.66)	0.43	(1.87)	2.99	3.42	(1.70)	0.36
Payment by Affiliate⁽¹⁾	–*⁽²⁾	–*⁽³⁾	–	–	–	–*⁽²⁾	–*⁽³⁾	–	–	–
Dividends from Net Investment Income	(0.23)	(0.19)	(0.18)	(0.37)	(0.27)	(0.17)	(0.12)	(0.14)	(0.33)	(0.22)
Distributions from Net Realized Gains	(0.40)	–	–	–	–	(0.40)	–	–	–	–
Total Dividends and Distributions	(0.63)	(0.19)	(0.18)	(0.37)	(0.27)	(0.57)	(0.12)	(0.14)	(0.33)	(0.22)
Net Asset Value, End of Year	$ 22.34	$ 24.79	$ 21.90	$ 18.58	$ 20.61	$ 22.13	$ 24.57	$ 21.70	$ 18.42	$ 20.45
Total Return †	(7.12)%⁽²⁾	14.07%⁽³⁾	19.02%	(8.02)%	2.25%	(7.43)%⁽²⁾	13.86%⁽³⁾	18.70%	(8.31)%	1.85%
Ratios/Supplemental Data
Net Assets End of Year (000)	$939,068	$1,334,669	$995,486	$769,692	$631,411	$58,932	$68,019	$58,740	$33,483	$18,963
Ratio of Expenses to Average Net Assets	0.94%	0.97%	0.98%	0.98%	0.98%	1.25%	1.20%⁽⁴⁾	1.28%	1.27%	1.27%
Ratio of Net Investment Income to Average Net Assets	1.28%	1.35%	1.11%	1.31%	1.49%	1.01%	1.04%⁽⁴⁾	1.05%	1.15%	1.23%
Ratio of Expenses to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	0.94%	1.04%	1.06%	1.06%	1.09%	1.31%	1.33%	1.36%	1.35%	1.38%
Ratio of Net Investment Income to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	1.28%	1.28%	1.03%	1.23%	1.38%	0.95%	0.91%	0.97%	1.07%	1.12%
Portfolio Turnover Rate	28%	33%	32%	19%	29%	28%	33%	32%	19%	29%

	Class C					Class R6
	2019	2018	2017	2016	2015	2019⁽⁵⁾
Net Asset Value, Beginning of Period	$23.50	$20.81	$17.66	$19.64	$19.54	$ 25.51
Net Investment Income Loss⁽¹⁾	0.08	0.10	0.01	0.06	0.13	0.39
Realized and Unrealized Gain (Loss) on Investments	(2.02)	2.59	3.14	(1.80)	0.10	(2.92)
Total from Investment Operations	(1.94)	2.69	3.15	(1.74)	0.23	(2.53)
Payment by Affiliate⁽¹⁾	–*⁽²⁾	–*⁽³⁾	–	–	–	–*⁽²⁾
Dividends from Net Investment Income	(0.04)	–*	–*	(0.24)	(0.13)	(0.24)
Distributions from Net Realized Gains	(0.40)	–	–	–	–	(0.40)
Total Dividends and Distributions	(0.44)	–*	–*	(0.24)	(0.13)	(0.64)
Net Asset Value, End of Period	$21.12	$23.50	$20.81	$17.66	$19.64	$ 22.34
Total Return †	(8.11)%⁽²⁾	13.00%⁽³⁾	17.86%	(8.87)%	1.32%	(9.17)%⁽²⁾
Ratios/Supplemental Data
Net Assets End of Period (000)	$ 5,895	$ 4,909	$ 3,108	$ 3,126	$ 2,566	$595,000
Ratio of Expenses to Average Net Assets	1.97%	1.96%	1.96%	1.90%	1.88%	0.89%
Ratio of Net Investment Income (Loss) to Average Net Assets	0.35%	0.46%	0.05%	0.35%	0.66%	1.76%
Ratio of Expenses to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	2.52%	2.03%	2.04%	1.98%	1.99%	0.91%
Ratio of Net Investment Loss to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	(0.20)%	0.39%	(0.03)%	0.27%	0.55%	1.74%
Portfolio Turnover Rate	28%	33%	32%	19%	29%	28%

* Amount represents less than $0.005 per share.

† Total return excludes sales charge.

(1) Per share data calculated using average shares outstanding method.

(2) During the period ended May 31, 2019, a payment was made by the Adviser to offset a trade error in the Fund. The payment, net of the error, had no impact to the total return of the Fund.

(3) During the fiscal year ended May 31, 2018, a payment was made by the Adviser to offset a Brazilian dividend repatriation error in the Fund. The payment, net of the error, had no impact on the total return of the Fund.

(4) During the fiscal year ended May 31, 2018, a portion of the Class A Shares distribution plan payable balance in excess of actual expenses incurred was reversed, which represented a 0.07% impact to Class A ratios. Excluding this item, the expense ratio would have been higher and the net investment income ratio would have been lower.

(5) Class R6 commenced operations on June 11, 2018. All ratios for the period have been annualized. Total return for the period has not been annualized.

Financial Highlights – PNC International Growth Fund

Selected Per Share Data and Ratios for the Years Ended May 31, Unless Otherwise Indicated


	Class I				Class A
	2019	2018	2017	2016⁽¹⁾	2019	2018	2017	2016⁽¹⁾
Net Asset Value, Beginning of Period	$14.79	$12.59	$10.92	$10.00	$ 14.80	$12.59	$10.91	$10.00
Net Investment Income⁽²⁾	0.08	0.06	0.07	0.06	0.07	0.05	0.04	0.06
Realized and Unrealized Gain (Loss) on Investments	(1.28)	2.32	1.70	0.86	(1.30)	2.31	1.73	0.85
Total from Investment Operations	(1.20)	2.38	1.77	0.92	(1.23)	2.36	1.77	0.91
Payment by Affiliate⁽²⁾	0.01⁽³⁾	–	–	–	0.01⁽³⁾	–	–	–
Dividends from Net Investment Income	(0.06)	(0.07)	(0.08)	–	(0.01)	(0.04)	(0.07)	–
Distributions from Net Realized Gains	(1.67)	(0.11)	(0.02)	–	(1.67)	(0.11)	(0.02)	–
Total Dividends and Distributions	(1.73)	(0.18)	(0.10)	–	(1.68)	(0.15)	(0.09)	–
Net Asset Value, End of Period	$11.87	$14.79	$12.59	$10.92	$ 11.90	$14.80	$12.59	$10.91
Total Return †	(6.61)%⁽³⁾	18.97%	16.48%	9.20%	(6.83)%⁽³⁾	18.81%	16.48%	9.10%
Ratios/Supplemental Data
Net Assets End of Period (000)	$ 5,412	$ 6,199	$ 6,454	$ 3,273	$ 70	$ 47	$ 38	$ 22
Ratio of Expenses to Average Net Assets	0.85%	0.85%	0.85%	0.85%	1.11%	1.00%⁽⁴⁾	1.01%	1.12%
Ratio of Net Investment Income to Average Net Assets	0.58%	0.44%	0.62%	2.41%	0.55%	0.35%⁽⁴⁾	0.36%	2.14%
Ratio of Expenses to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	3.39%	2.58%	3.63%	6.48%	25.76%	2.74%	3.96%	6.75%
Ratio of Net Investment Income to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	(1.96)%	(1.29)%	(2.16)%	(3.22)%	(24.10)%	(1.39)%	(2.59)%	(3.49)%
Portfolio Turnover Rate	54%	64%	49%	8%	54%	64%	49%	8%


	Class R6
	2019⁽⁵⁾
Net Asset Value, Beginning of Period	$ 11.49
Net Investment Income⁽²⁾	0.07
Realized and Unrealized Gain (Loss) on Investments	0.30
Total from Investment Operations	0.37
Payment by Affiliate⁽²⁾	0.01⁽³⁾
Net Asset Value, End of Period	$ 11.87
Total Return †	2.86%⁽³⁾
Ratios/Supplemental Data
Net Assets End of Period (000)	$ 21
Ratio of Expenses to Average Net Assets	0.84%
Ratio of Net Investment Income to Average Net Assets	1.64%
Ratio of Expenses to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	55.61%
Ratio of Net Investment Loss to Average Net Assets (Before Fee Waivers)	(53.13)%
Portfolio Turnover Rate	54%

† Total return excludes sales charge.

(1) International Growth Fund commenced operations on February 29, 2016. All ratios for the fiscal year ended May 31, 2016 have been annualized. Total return for the fiscal year ended May 31, 2016 has not been annualized.

(2) Per share data calculated using average shares outstanding method.

(3) During the period ended May 31, 2019, a payment was made by the Adviser to offset a trade error in the Fund. Excluding this item, the total return would have been 6.76%, 6.54%, and 2.77% for Class I, Class A and Class R6 Shares, respectively.

(4) During the fiscal year ended May 31, 2018, a portion of the Class A Shares distribution plan payable balance in excess of actual expenses incurred was reversed, which represented a 0.01% impact to Class A ratios. Excluding this item, the expense ratio would have been higher and the net investment income ratio would have been lower.

(5) Class R6 commenced operations on February 1, 2019. All ratios for the period have been annualized. Total return for the period has not been annualized.

Financial Highlights – PNC Multi-Factor Large Cap Value Fund

Selected Per Share Data and Ratios for the Years Ended May 31, Unless Otherwise Indicated

	Class I					Class A
	2019	2018	2017	2016	2015	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Year	$ 24.86	$ 23.13	$ 21.44	$ 21.96	$ 20.29	$ 24.84	$ 23.06	$ 21.38	$ 21.92	$ 20.26
Net Investment Income⁽¹⁾	0.38	0.36	0.30	0.36	0.21	0.31	0.32	0.23	0.30	0.15
Realized and Unrealized Gain (Loss) on Investments	(1.74)	1.66	1.63	(0.54)	1.68	(1.73)	1.67	1.64	(0.54)	1.67
Total from Investment Operations	(1.36)	2.02	1.93	(0.18)	1.89	(1.42)	1.99	1.87	(0.24)	1.82
Dividends from Net Investment Income	(0.31)	(0.29)	(0.24)	(0.34)	(0.22)	(0.31)	(0.21)	(0.19)	(0.30)	(0.16)
Total Dividends	(0.31)	(0.29)	(0.24)	(0.34)	(0.22)	(0.31)	(0.21)	(0.19)	(0.30)	(0.16)
Net Asset Value, End of Year	$ 23.19	$ 24.86	$ 23.13	$ 21.44	$ 21.96	$ 23.11	$ 24.84	$ 23.06	$ 21.38	$ 21.92
Total Return †	(5.53)%	8.79%	9.09%	(0.80)%	9.36%	(5.79)%	8.65%	8.78%	(1.10)%	9.02%
Ratios/Supplemental Data
Net Assets End of Year (000)	$78,060	$88,628	$82,769	$77,554	$90,375	$18,122	$21,691	$22,534	$35,716	$24,613
Ratio of Expenses to Average Net Assets	0.65%	0.65%	0.87%	0.93%	0.98%	0.93%	0.81%⁽²⁾	1.15%	1.21%	1.27%
Ratio of Net Investment Income to Average Net Assets	1.56%	1.45%	1.32%	1.71%	1.00%	1.29%	1.29%⁽²⁾	1.01%	1.40%	0.73%
Ratio of Expenses to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	0.94%	0.99%	1.09%	1.03%	1.00%	1.31%	1.28%	1.38%	1.31%	1.30%
Ratio of Net Investment Income (Loss) to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	1.27%	1.11%	1.10%	1.61%	0.98%	0.91%	0.82%	0.78%	1.30%	0.70%
Portfolio Turnover Rate	128%	122%	141%⁽³⁾	77%	64%	128%	122%	141%⁽³⁾	77%	64%


	Class C
	2019	2018	2017	2016	2015
Net Asset Value, Beginning of Year	$24.27	$22.64	$21.00	$21.56	$19.93
Net Investment Income⁽¹⁾	0.14	0.14	0.09	0.18	0.03
Realized and Unrealized Gain (Loss) on Investments	(1.70)	1.62	1.61	(0.53)	1.66
Total from Investment Operations	(1.56)	1.76	1.70	(0.35)	1.69
Dividends from Net Investment Income	(0.19)	(0.13)	(0.06)	(0.21)	(0.06)
Total Dividends	(0.19)	(0.13)	(0.06)	(0.21)	(0.06)
Net Asset Value, End of Year	$22.52	$24.27	$22.64	$21.00	$21.56
Total Return †	(6.47)%	7.79%	8.11%	(1.64)%	8.52%
Ratios/Supplemental Data
Net Assets End of Year (000)	$ 232	$ 235	$ 176	$ 186	$ 212
Ratio of Expenses to Average Net Assets	1.65%	1.56%	1.77%	1.78%	1.84%
Ratio of Net Investment Income to Average Net Assets	0.57%	0.57%	0.40%	0.85%	0.15%
Ratio of Expenses to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	10.86%	1.90%	2.00%	1.88%	1.87%
Ratio of Net Investment Income to Average Net Assets (Before Fee Waivers and Reimbursement, as applicable)	(8.64)%	0.23%	0.17%	0.75%	0.12%
Portfolio Turnover Rate	128%	122%	141%⁽³⁾	77%	64%

† Total return excludes sales charge.

(1) Per share data calculated using average shares outstanding method.

(2) During the fiscal year ended May 31, 2018, a portion of the Class A Shares distribution plan payable balance in excess of actual expenses incurred was reversed, which represented a 0.12% impact to Class A ratios. Excluding this item, the expense ratio would have been higher and the net investment income ratio would have been lower.

(3) During the fiscal year ended May 31, 2017, the portfolio turnover rate increased as a result of the change in the Fund’s investment strategy and employment of a multi-factor process in stock selection.

Federated Funds

Financial Highlights

The tables that follow present performance information about Class A, Class C, and Institutional Shares of Federated MDT Large Cap Value Fund. The information will help an investor understand Federated MDT Large Cap Value Fund’s financial performance for its past five fiscal years, or since inception if the life of the Fund Share class is shorter. Some of the information is presented on a per Share basis. Total returns represent the rate an investor would have earned (or lost) on an investment in the Fund, assuming reinvestment of any dividends and capital gains.

This information has been audited by KPMG LLP, an independent registered public accounting firm, whose report, along with Federated MDT Large Cap Value Fund’s financial statements, including any Notes to Financial Statements referenced in these financial highlights, is included in the annual report dated October 31, 2018 and is incorporated by reference into the Statement of Additional Information. The financial highlights for Federated MDT Large Cap Value Fund for the fiscal period ended April 30, 2019 are unaudited and are also incorporated by reference into the Statement of Additional Information.

Financial Highlights Federated MDT Large Cap Value Fund - Class A Shares

(For a Share Outstanding Throughout Each Period)¹

	Six Months Ended (unaudited) 4/30/2019	Year Ended October 31,				Period Ended 10/31/2014²
	Six Months Ended (unaudited) 4/30/2019	2018	2017	2016	2015	Period Ended 10/31/2014²
Net Asset Value, Beginning of Period	$27.84	$29.29	$26.09	$27.84	$29.89	$28.47
Income From Investment Operations:
Net investment income (loss)	0.21	0.32³	0.38³	0.42³	0.37	0.13
Net realized and unrealized gain (loss)	1.38	1.04	4.22	0.16	(0.00)⁴	1.44
TOTAL FROM INVESTMENT OPERATIONS	1.59	1.36	4.60	0.58	0.37	1.57
Less Distributions:
Distributions from net investment income	(0.22)	(0.33)	(0.40)	(0.42)	(0.36)	(0.15)
Distributions from net realized gain	(2.00)	(2.48)	(1.00)	(1.91)	(2.06)	--
TOTAL DISTRIBUTIONS	(2.22)	(2.81)	(1.40)	(2.33)	(2.42)	(0.15)
Net Asset Value, End of Period	$27.21	$27.84	$29.29	$26.09	$27.84	$29.89
Total Return⁵	6.30%	4.69%	18.08%	2.47%	1.12%	5.51%
Ratios to Average Net Assets:
Net expenses	0.98%⁶	0.98%⁷	0.99%	0.98%	0.99%	0.99%⁶
Net investment income	1.65%⁶	1.23%	1.37%	1.65%	1.28%	1.04%⁶
Expense waiver/reimbursement⁸	0.22%⁶	0.21%	0.21%	0.22%	0.24%	0.26%⁶
Supplemental Data:
Net assets, end of period (000 omitted)	$514,600	$508,415	$24,237	$14,389	$12,035	$3,518
Portfolio turnover	30%	95%	99%	88%	77%	34%⁹

Federated MDT Large Cap Value Fund (the “Predecessor Fund”) was reorganized into Federated MDT Large Cap Value Fund (the “Fund”), a portfolio of the same name of Federated Adviser Series (formerly, Federated MDT Equity Trust), as of the close of business on December 8, 2017. The Fund is the successor to the Predecessor Fund. The performance information and financial information presented incorporates the operations of the Predecessor Fund, which, as a result of the reorganization, are the Fund’s operations.

Reflects operations for the period from May 1, 2014 (date of initial investment) to October 31, 2014.

Per share number has been calculated using the average shares method.

Represents less than $0.01.

Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable. Total returns for periods less than one year are not annualized.

Computed on an annualized basis.

The net expense ratio is calculated without reduction for fees paid indirectly for expense offset arrangements. The net expense ratio is 0.98%, for the year ended October 31, 2018, after taking into account this expense reduction.

This expense decrease is reflected in both the net expense and net investment income ratios shown above.

Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the fiscal year ended October 31, 2014.

Financial Highlights - Federated MDT Large Cap Value Fund - Class C Shares

(For a Share Outstanding Throughout Each Period)

	Six Months Ended (unaudited) 4/30/2019	Period Ended 10/31/2018¹
Net Asset Value, Beginning of Period	$27.85	$28.04
Income From Investment Operations:
Net investment income (loss)	0.11	0.12²
Net realized and unrealized gain (loss)	1.38	(0.18)
TOTAL FROM INVESTMENT OPERATIONS	1.49	(0.06)
Less Distributions:
Distributions from net investment income	(0.11)	(0.13)
Distributions from net realized gain	(2.00)	--
TOTAL DISTRIBUTIONS	(2.11)	(0.13)
Net Asset Value, End of Period	$27.23	$27.85
Total Return³	5.88%	(0.21)%
Ratios to Average Net Assets:
Net expenses	1.79%⁴	1.79%^4,5
Net investment income	0.85%⁴	0.44%⁴
Expense waiver/reimbursement⁶	0.18%⁴	0.17%⁴
Supplemental Data:
Net assets, end of period (000 omitted)	$15,183	$15,215
Portfolio turnover	30%	95%⁷

Reflects operations for the period December 8, 2017 (date of initial investment) to October 31, 2018.

Per share number has been calculated using the average shares method.

Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable. Total returns for periods of less than one year are not annualized.

Computed on an annualized basis.

The net expense ratio is calculated without reduction for fees paid indirectly for expense offset arrangements. The net expense ratio is 1.79%, for the year ended October 31, 2018, after taking into account this expense reduction.

This expense decrease is reflected in both the net expense and net investment income ratios shown above.

Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the fiscal year ended October 31, 2018.

Financial Highlights - Federated MDT Large Cap Value Fund - Institutional Shares

(For a Share Outstanding Throughout Each Period)¹

	Six Months Ended (unaudited) 4/30/2019	Year Ended October 31,
	Six Months Ended (unaudited) 4/30/2019	2018	2017	2016	2015	2014
Net Asset Value, Beginning of Period	$27.86	$29.30	$26.10	$27.85	$29.90	$28.56
Income From Investment Operations:
Net investment income (loss)	0.24	0.44²	0.46²	0.48²	0.42	0.37
Net realized and unrealized gain (loss)	1.38	0.98	4.20	0.15	(0.00)³	4.54
TOTAL FROM INVESTMENT OPERATIONS	1.62	1.42	4.66	0.63	0.42	4.91
Less Distributions:
Distributions from net investment income	(0.25)	(0.38)	(0.46)	(0.47)	(0.41)	(0.34)
Distributions from net realized gain	(2.00)	(2.48)	(1.00)	(1.91)	(2.06)	(3.23)
TOTAL DISTRIBUTIONS	(2.25)	(2.86)	(1.46)	(2.38)	(2.47)	(3.57)
Net Asset Value, End of Period	$27.23	$27.86	$29.30	$26.10	$27.85	$29.90
Total Return⁴	6.41%	4.92%	18.32%	2.70%	1.32%	18.93%
Ratios to Average Net Assets:
Net expenses	0.76%⁵	0.77%⁶	0.78%	0.76%	0.77%	0.77%
Net investment income	1.88%⁵	1.52%	1.64%	1.87%	1.50%	1.26%
Expense waiver/reimbursement⁷	0.20%⁵	0.18%	0.21%	0.22%	0.22%	0.23%
Supplemental Data:
Net assets, end of period (000 omitted)	$393,964	$416,364	$368,749	$241,699	$244,104	$165,122
Portfolio turnover	30%	95%	99%	88%	77%	34%

Federated MDT Large Cap Value Fund (the “Predecessor Fund”) was reorganized into Federated MDT Large Cap Value Fund (the “Fund”), a portfolio of the same name Federated Adviser Series (formerly, Federated MDT Equity Trust), as of the close of business on December 8, 2017. The Fund is the successor to the Predecessor Fund. The performance information and financial information presented incorporates the operations of the Predecessor Fund, which, as a result of the reorganization, are the Fund’s operations.

Per share number has been calculated using the average shares method.

Represents less than $0.01.

Based on net asset value. Total returns for periods of less than one year are not annualized.

Computed on an annualized basis.

The net expense ratio is calculated without reduction for fees paid indirectly for expense offset arrangements. The net expense ratio is 0.77%, for the year ended October 31, 2018, after taking into account this expense reduction.

This expense decrease is reflected in both the net expense and net investment income ratios shown above.

ANNEX G –

SUMMARY OF RIGHTS OF SHAREHOLDERS

The Reorganizing Funds Trust and the Federated Adviser Series are open-end, management investment companies registered under the 1940 Act, which continuously offer to sell shares at their current NAV.

Each PNC Fund is a portfolio of the Reorganizing Funds Trust, which was established as a statutory trust under the laws of the State of Delaware. Each Federated Fund is a portfolio of Federated Adviser Series, which was established as a statutory trust under the laws of the State of Delaware.

The Reorganizing Funds Trust and the Federated Adviser Series are governed by their respective Declarations of Trust, By-Laws and Boards of Trustees. The rights of shareholders of the PNC Funds and the shareholders of the Federated Funds as set forth in their respective Declarations of Trust and By-Laws are substantially similar. Set forth below is a brief summary of the significant rights of shareholders of the PNC Funds and shareholders of the Federated Funds:

CATEGORY	The Reorganizing Funds Trust	Federated Adviser Series
*Preemptive Rights*	None.	Same.
*Preferences*	None.	Same.
*Appraisal Rights*	None.	Same.
*Conversion Rights*	The Board of Trustees, by vote of a majority of the Trustees, may cause (i) the Trust to convert to an “other business entity” (as defined in Section 3801 of the DSTA) formed or organized under the laws of the State of Delaware, as permitted pursuant to Section 3821 of the DSTA; (ii) the Shares of the Trust or any Series to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to Section 2 of Article VIII; or (iii) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. Any such statutory conversion, Share conversion, or Share exchange shall not require the vote of the Shareholders unless such vote is required by the 1940 Act; provided, however, that the Board of Trustees shall provide at least thirty (30) days' prior written notice to the Shareholders of the Trust of any conversion of Shares of the Trust pursuant to Subsections (b)(i) or (b)(ii) of Section 2 or exchange of Shares of the Trust pursuant to Subsection (b)(iii) of Section 2, and at least thirty (30) days' prior written notice to the Shareholders of a particular Series of any conversion of Shares of such Series pursuant to Subsection (b)(ii) of Section 2 or exchange of Shares of such Series pursuant to Subsection (b)(iii) of Section 2.
*Exchange Rights* (other than the right to exchange for shares of other funds as provided in the prospectus)	None.	None.
*Annual Meetings*	Not required	Not required
*Right to Call Shareholder Meetings*	Shall be called by the president or any vice-president of the Trust at the request of the Shareholders holding not less than ten (10) percent of the Shares, provided that the Shareholders requesting such meeting shall have paid the Trust the reasonably estimated cost of preparing and mailing the notice thereof, which an authorized officer of the Trust shall determine and specify to such Shareholders.	Special meetings also shall be called by the Trustees for the purpose of removing one or more Trustees upon the written request for such a meeting by Shareholders owning at least 10 percent of the outstanding Shares entitled to vote.
*Notice of Meetings*	Not less than 10 nor more than 120 days before the date of the meeting.	Not less than 7 nor more than 60 days before the date of the meeting and not more than 120 days before the date of the meeting.
*Record Date for Meetings*	The Board may fix in advance a record date which shall not be more than 120 days nor less than 10 days before the date of any meeting.	For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment or postponement thereof, the Board of Trustees may fix in advance a record date which shall not be more than sixty days before the date of any such meeting.
*Quorum for Meetings*	Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at such Shareholders' meeting, except when a larger quorum is required by the Declaration of Trust, the Bylaws, applicable law, or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by the Declaration of Trust, the Bylaws, applicable law, or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements.	Holders of at least one-third (1/3) of the Shares entitled to vote in person or by proxy shall constitute a Quorum for the transaction of business at a Shareholders’ meeting, except as may otherwise be required by the 1940 Act, other applicable law, the Declaration of Trust or the By-laws. Where any provision of law or of the Declaration of Trust or the Bylaws permits or requires that holders of any Series or Class shall vote as a Series or Class, then holders of at least one-third (1/3) of the aggregate number of Shares of that Series or Class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Series or Class, except as may otherwise be required by the 1940 Act, other applicable law, this Declaration of Trust or the By-laws.
Voting Powers	Shareholders shall have the power to vote only (i) on such matters required by the Declaration of Trust, the Bylaws, the 1940 Act, other applicable law, and any registration statement of the Trust filed with the SEC, the registration of which is effective; and (ii) on such other matters as the Board of Trustees may consider necessary or desirable. Shareholders shall not be entitled to cumulative voting in the election of Trustees or on any other matter.
*Vote Required for Election of Trustees*	Subject to the provisions of Article III, Section 6(d) of the Declaration of Trust, when a quorum is present at any meeting, a plurality shall elect a Trustee, except when a larger vote is required by any provision of the Declaration of Trust or the Bylaws or by applicable law. Where a separate vote by Series and, if applicable by Class, is required, the preceding sentence shall apply to such separate votes by Series and Classes.	Except when a larger vote is required by the 1940 Act or other applicable law, any provision of this Declaration of Trust or the By-laws, a majority of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee.
*Adjournment of Meetings*	Any Shareholders' meeting, whether or not a quorum is present, may be adjourned from time to time for any reason whatsoever by vote of the holders of Shares entitled to vote holding not less than a majority of the Shares present in person or by proxy at the meeting, or by the chairperson of the Board, the president of the Trust, in the absence of the chairperson of the Board, or any vice president or other authorized officer of the Trust, in the absence of the president.	Where any provision of law or of this Declaration of Trust or the Bylaws permits or requires that holders of any Series or Class shall vote as a Series or Class, then holders of at least one-third (1/3) of the aggregate number of Shares of that Series or Class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Series or Class, except as may otherwise be required by the 1940 Act, other applicable law, this Declaration of Trust or the By-laws. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting, without the necessity of further notice unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than one hundred eighty (180) days from the record date for the original meeting, in which case the Board shall set a new record date. If notice of any such adjourned meeting is required pursuant to the preceding sentence, it shall be given to each Shareholder of record entitled to vote at the adjourned meeting. At any adjourned meeting, the Trust may transact any business that might have been transacted at the original meeting.
*Removal of Trustees by Shareholders*	Any Trustee may be removed, with or without cause, by the Shareholders at any meeting called for that purpose. When a quorum is present at any meeting, a majority of the votes cast shall decide any questions.	Any Trustee may be removed with or without cause at any meeting of Shareholders by a vote of two-thirds of the total combined net asset value of all Shares issued and outstanding. A meeting of Shareholders for the purpose of electing or removing one or more Trustees shall be called as provided in the By-Laws.
*Personal Liability of Officers and Trustees*	A Trustee, officer, employee, or other agent of the Trust (“Agent”) shall be liable to the Trust and to any Shareholder for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, for such Agent's own willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such Agent (such conduct referred to herein as "Disqualifying Conduct"), and for nothing else. Subject to the above and to the fullest extent that limitations on the liability of Agents are permitted by the DSTA, the Agents shall not be responsible or liable in any event for any act or omission of any other Agent of the Trust or any Investment Adviser or Principal Underwriter of the Trust. No Agent, when acting in its respective capacity as such, shall be liable personally to any Person, other than the Trust or a Shareholder, to the extent provided above, for any act, omission, or obligation of the Trust or any Trustee thereof.	The Trustees, officers, employees and agents of the Trust shall not have any personal liability to any Person other than the Trust, any Series or Class, or any Shareholders for any act, omission or obligation of the Trust or any Trustee, and then only for acts constituting bad faith, willful misfeasance, gross negligence or reckless disregard of duties expressly set forth in this Declaration of Trust. No Trustee, officer, employee or agent of the Trust shall be liable to the Trust or its Shareholders for any act or omission or any conduct whatsoever (including any breach of fiduciary duty and the failure to compel in any way any former or acting Trustee to redress any breach of fiduciary duty or trust or for any errors of judgment or mistakes of fact or law); provided that nothing contained herein shall protect any officer, employee or agent against any liability to the Trust or its Shareholders to which he or she would otherwise be subject by reason of bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties as an officer, employee or agent as expressly set forth herein.
*Personal Liability of Shareholders*	None.	No Shareholder shall be subject to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. No Shareholder or former Shareholder of any Series or Class shall be liable solely by reason of his or her being or having been a Shareholder for any debt, claim, action, demand, suit, proceeding, judgment, decree, liability or obligation of any kind, against, or with respect to the Trust or any Series or Class arising out of any action taken or omitted for or on behalf of the Trust or such Series or Class, and the Trust or such Series or Class shall be solely liable therefor and resort shall be had solely to the Trust Property of the relevant Series or Class for the payment or performance thereof. If any Shareholder or former Shareholder of any Series or Class is held personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series or Class to be held harmless from and indemnified against all claims and liabilities and reimbursed all legal and other expenses reasonably incurred by him or her in connection with such claim or liability. The Trust, on behalf of the affected Series or Class, shall, upon request by such Shareholder or former Shareholder, assume the defense of any claim made against him or her for any act or obligation of the Series or Class and satisfy any judgment thereon from the assets belonging to the Series or Class.
*Right of Inspection*	Maintenance and inspection of Share Register. The Trust shall keep at its offices or at the office of its transfer or other duly authorized agent, records of its Shareholders, that provide the names and addresses of all Shareholders and the number, Series and Classes, if any, of Shares held by each Shareholder. Such records may be inspected during the Trust's regular business hours by any Shareholder, or its duly authorized representative, upon reasonable written demand to the Trust, for any purpose reasonably related to such Shareholder's interest as a Shareholder. A separate and distinct share register shall be maintained for each Series. Maintenance and inspection of Declaration of Trust. The Trust shall keep at its offices the original or a copy of the Declaration of Trust and these Bylaws, as amended or restated from time to time, where they may be inspected during the Trust's regular business hours by any Shareholder, or its duly authorized representative, upon reasonable written demand to the Trust, for any purpose reasonably related to such Shareholder's interest as a Shareholder. Maintenance and inspection of other records. The accounting books and records and minutes of proceedings of the Shareholders, the Board, any committee of the Board or any advisory committee shall be kept at such place or places designated by the Board or, in the absence of such designation, at the offices of the Trust. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. Separate and distinct books and records shall be maintained for each Series.	Every Trustee shall have the right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. No Shareholder shall have any right to inspect any account, book or document of the Trust that is not publicly available, except as conferred by the Trustees. The books and records of the Trust may be kept at such place or places as the Trustees may from time to time determine, except as otherwise required by law.
*Liquidation and Dissolution*	The Trust or Series may be dissolved upon the vote of the holders of not less than a majority of the Shares of the Trust or Series, respectively, cast.	Unless terminated as provided herein, the Trust and each Series shall continue in perpetuity. The Trust or any Series may be dissolved, and any Class may be terminated, at any time by the Trustees without Shareholder authorization or approval by written notice to the Shareholders or, in the case of the dissolution of any Series or termination of any Class, to the Shareholders of such Series or Class. Any action to dissolve the Trust shall be deemed to be an action to dissolve each Series, and to terminate each Class.
*Number of Authorized Shares; Par Value*	Unlimited, no par value.	Unlimited, no par value.
*Shareholder Proxies*	Every Shareholder entitled to vote for Trustees or on any other matter that may properly come before the meeting shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by the Shareholder and filed with the secretary of the Trust; PROVIDED, that an alternative to the execution of a written proxy may be permitted. A proxy shall be deemed executed if the Shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic or electronic transmission (as defined in Section 3806 of the DSTA) or otherwise) by the Shareholder or the Shareholder's attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless revoked by the Shareholder executing it, or using one of the permitted alternatives to execution, described in the next paragraph, by a written notice delivered to the secretary of the Trust prior to the exercise of the proxy or by the Shareholder's attendance and vote in person at the meeting; PROVIDED, HOWEVER, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise expressly provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the General Corporation Law of the State of Delaware.	Every Shareholder entitled to vote for Trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the Shareholder and filed with the secretary of the Trust; provided, that an alternative to the execution of a written proxy may be permitted as provided in the second paragraph of this Section 9 of Article III of the By-Laws. A proxy shall be deemed signed if the Shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the Shareholder executing it by a written notice delivered to the Trust prior to the exercise of the proxy or by the Shareholder’s execution of a subsequent proxy or attendance and vote in person at the meeting; or (ii) written notice of the death or incapacity of the Shareholder is received by the Trust before the proxy’s vote is counted; provided, however, that no proxy shall be valid after the expiration of eleven months from the date of the proxy unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the General Corporation Law of the State of Delaware. With respect to any Shareholders’ meeting, the Board of Trustees may act to permit the Trust to accept proxies by any electronic, telephonic, computerized, telecommunications or other reasonable alternative to the execution of a written instrument authorizing the proxy to act, provided the Shareholder’s authorization is received within eleven months before the meeting. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger. Unless otherwise specifically limited by their terms, proxies shall entitle the Shareholder to vote at any adjournment of a Shareholders’ meeting.
*Trustee Power to Amend Organizational Documents*	The Declaration of Trust may be restated and/or amended at any time by an instrument in writing signed by not less than a majority of the Board of Trustees and, to the extent required by the Declaration of Trust or the 1940 Act, by approval of such amendment by the Shareholders in accordance with Article III, Section 6 and Article V. Any such restatement thereof and/or amendment hereto shall be effective immediately upon execution and, if applicable, Shareholder approval or upon such future date and time as may be stated therein. The Certificate of Trust shall be restated and/or amended at any time by the Board of Trustees, without Shareholder approval, to correct any inaccuracy contained therein. Any such restatement and/or amendment of the Certificate of Trust shall be executed by at least one Trustee and shall be effective immediately upon its filing with the Office of the Secretary of State of the State of Delaware or upon such future date as may be stated therein. The Bylaws may be amended, restated or repealed or new Bylaws may be adopted by a vote of the Board as set forth in Article IV, Section 3(c) of the Declaration of Trust; or pursuant to Article VIII, Section 2(a) of the Declaration of Trust and Section 3815(f) of the DSTA.	The Declaration of Trust may be amended or otherwise supplemented at any time, without Shareholder authorization or approval (except as specifically provided in this Section 10.3 below), by: (i) an instrument in writing signed by a majority of the Trustees then in office; or (ii) adoption by a majority of the Trustees then in office of a resolution specifying such amendment. Any such amendment to this Declaration of Trust shall be effective immediately upon execution of such instrument or adoption of such resolution (or upon such future date as may be stated therein). No authorization or approval of any Shareholder shall be required for any amendment of this Declaration of Trust, except: (i) as required by applicable provisions of the 1940 Act, but only to the extent so required; or (ii) as determined by the Trustees in their sole discretion. The Certificate of Trust may be amended or restated by any Trustee as necessary or desirable to reflect any change in the information set forth therein, and any such amendment or restatement shall be effective immediately upon filing in the office of the Delaware Secretary of State or upon such future date as may be stated therein. Notwithstanding anything else herein, no amendment hereof shall limit the indemnification or other rights provided by Article IX with respect to any actions or omissions of Covered Persons prior to such amendment. The By-laws may be restated, amended, supplemented or repealed by a majority of the Trustees then in office without any authorization or approval of the Shareholders.
*Involuntary Redemption of Accounts*	At the option of the Board of Trustees, the Trust, or the applicable Series thereof, from time to time, without the vote of the Shareholders but subject to the 1940 Act, may redeem Shares or authorize the closing of any Shareholder account, subject to such conditions as may be established, from time to time, by the Board of Trustees.	The Trustees may require any Shareholder or group of Shareholders (including some or all of the Shareholders of any Series or Class) to redeem Shares for any reason as determined by the Trustees, in their sole discretion, including: (i) the determination of the Trustees that direct or indirect ownership of Shares of the Trust or any Series has or may become concentrated in such Shareholder to an extent that would disqualify any Series or the Trust as a regulated investment company under the Internal Revenue Code of 1986, as amended (or any successor statute thereto; (ii) the failure to supply a tax identification number or other identifying information required to comply with applicable law or regulation; (iii) if the Share activity of the account or ownership of Shares by a particular Shareholder is deemed by the Trustees either to affect adversely the Trust or any Series or not to be in the best interests of the remaining Shareholders of the Trust or any Series or Class; or (iv) the failure of a Shareholder to pay when due the consideration for the purchase of Shares issued to him; or (v) if a shareholder fails to meet or maintain the qualifications for ownership of Shares of a particular Series or Class. Any such redemption shall be effected at the redemption price and in the manner provided in Article VII of the Declaration of Trust.

^[1] Prior to September 28, 2017, PIPs were subject to initial and subsequent investment minimums of $50. PIP accounts established prior to that date will continue to be subject to the lower investment minimums.

STATEMENT OF ADDITIONAL INFORMATION

SEPTEMBER 12, 2019

RELATING TO THE ACQUISITION OF THE ASSETS OF

PNC EMERGING MARKETS EQUITY FUND

PNC INTERNATIONAL EQUITY FUND
PNC INTERNATIONAL GROWTH FUND
PNC MULTI-FACTOR LARGE CAP VALUE FUND

each a series of PNC Funds

(the “PNC Funds”)

One East Pratt Street – 5^th Floor

Baltimore, MD 21202

Telephone No.: 1-800-622-3863

BY AND IN EXCHANGE FOR SHARES OF

FEDERATED EMERGING MARKETS EQUITY FUND
FEDERATED INTERNATIONAL EQUITY FUND
FEDERATED INTERNATIONAL GROWTH FUND
FEDERATED MDT LARGE CAP VALUE FUND

each a series of Federated Adviser Series

(the “Federated Funds”)

Federated Investors Funds
4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
Telephone No: 1-800-341-7400

This Statement of Additional Information, dated September 12, 2019, is not a prospectus. A Prospectus/Proxy Statement, dated September 12, 2019, related to the proposed reorganizations (each a “Reorganization”) pursuant to which a Federated Fund would acquire all or substantially all of the assets (except certain deferred or prepaid expenses, and certain amounts reserved for payment of a PNC Fund’s liabilities recorded on the PNC Fund’s books) of the corresponding PNC Fund as set forth in the chart below, in exchange for the shares of the applicable share class(es) of the Federated Fund to be distributed pro rata to shareholders of the corresponding class(es) by the corresponding PNC Fund, in complete liquidation, dissolution and termination of the PNC Fund.

If you own shares of:	You will receive shares of:
PNC Emerging Markets Equity Fund* Class A Class I Class R6	Federated Emerging Markets Equity Fund Institutional Shares Institutional Shares Institutional Shares


PNC International Equity Fund Class A Class C Class I Class R6	Federated International Equity Fund Class A Class C Institutional Shares Class R6



PNC International Growth Fund* Class A Class I Class R6	Federated International Growth Fund Institutional Shares Institutional Shares Institutional Shares


PNC Multi-Factor Large Cap Value Fund Class A Class C Class I	Federated MDT Large Cap Value Fund Class A Class C Institutional Shares

*Prior to the consummation of the Reorganization, all shares of Class A and Class R6 of the PNC Fund will be converted into Class I of the same PNC Fund. Class I shares of the PNC Fund will then be exchanged for Institutional Shares of the corresponding Federated Fund.

The Prospectus/Proxy for the above-referenced matter may be obtained from Federated Investors Funds on behalf of the above-named Federated Funds, by writing or calling at the address and telephone number shown above. This Statement of Additional Information should be read in conjunction with such Prospectus/Proxy Statement.

TABLE OF CONTENTS

Statement of Additional information (“SAI”) of Federated Emerging Markets Equity Fund to be dated August 26, 2019, as supplemented.

Pro Forma Financial Information for Federated Emerging Markets Equity Fund and PNC Emerging Markets Equity Fund Reorganization.

SAI of Federated International Equity Fund dated to be August 26, 2019, as supplemented.

Pro Forma Financial Information for Federated International Equity Fund and PNC International Equity Fund Reorganization.

SAI of Federated International Growth Fund dated to be August 26, 2019, as supplemented.

Pro Forma Financial Information for Federated International Growth Fund and PNC International Growth Fund Reorganization.

SAI of Federated MDT Large Cap Value Fund dated December 31, 2018, as supplemented.^[1]

Audited Financial Statements of Federated MDT Large Cap Value Fund dated October 31, 2018.

Unaudited Financial Statements of Federated MDT Large Cap Value Fund dated April 30, 2019.

10.

SAI of PNC Emerging Markets Equity Fund dated September 28, 2018, as supplemented.

11.

Audited Financial Statements of PNC Emerging Markets Equity Fund dated May 31, 2019.

12.

SAI of PNC International Equity Fund dated September 28, 2018, as supplemented.

13.

Audited Financial Statements of PNC International Equity Fund dated May 31, 2019.

14.

SAI of PNC International Growth Fund dated September 28, 2018, as supplemented.

15.

Audited Financial Statements of PNC International Growth Fund dated May 31, 2019.

16.

SAI of PNC Multi-Factor Large Cap Value Fund dated September 28, 2018, as supplemented.

17.

Audited Financial Statements of PNC Multi-Factor Large Cap Value Fund dated May 31, 2019.

INFORMATION INCORPORATED BY REFERENCE

Federated Emerging Markets Equity Fund

Federated International Equity Fund

Federated International Growth Fund

Federated MDT Large Cap Value Fund

PNC Emerging Markets Equity Fund

PNC International Equity Fund

PNC International Growth Fund

PNC Multi-Factor Large Cap Value Fund

The following documents are incorporated by reference into this SAI. Copies of the Federated Funds’ documents may be obtained at Federated Investors Funds, 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561 or by calling 1-800-341-7400. Copies of the PNC Funds’ documents may be obtained at One East Pratt Street – 5^th Floor, Baltimore, MD 21202 or by calling 1-800-622-3863.

SAIs to be dated August 26, 2019, each as supplemented, for each of Federated Emerging Markets Equity Fund, Federated International Equity Fund and Federated International Growth Fund (File Nos. 333-218374 and 811-23259).

SAI dated December 31, 2018, as supplemented, for Federated MDT Large Cap Value Fund (File Nos. 333-218374 and 811-23259).

Annual Report dated October 31, 2018 for Federated MDT Large Cap Value Fund (File Nos. 333-218374 and 811-23259).

Semi-Annual Report dated April 30, 2019 for Federated MDT Large Cap Value Fund (File Nos. 333-218374 and 811-23259).

SAI dated September 28, 2018, as supplemented, for each of PNC Emerging Markets Equity Fund, PNC International Equity Fund, PNC International Growth Fund and PNC Multi-Factor Large Cap Value Fund (File Nos. 033-00488 and 811-04416).

Annual Report dated May 31, 2019 for each of the PNC Funds (File Nos. 033-00488 and 811-04416).

PRO FORMA FINANCIAL INFORMATION

Federated Emerging Markets Equity Fund

PNC Emerging Markets Equity Fund

Federated International Equity Fund

PNC International Equity Fund

Federated International Growth Fund

PNC International Growth Fund

The PNC Funds and the Federated Funds (collectively, the “Funds”) are registered under the Investment Company Act of 1940, as amended (the “Act”), as open-end diversified management investment companies. The PNC Funds are advised by PNC Capital Advisors, LLC (the “PNC Funds Adviser”) and the Federated Funds are advised by Federated Global Investment Management Corp. (the “Federated Funds Adviser”).

The Federated Funds were created for the purpose of acquiring the assets and liabilities of the PNC Funds. It is anticipated that the PNC Funds will be reorganized into their respective Federated Funds in November 2019. Prior to the Reorganizations, the Federated Funds had no investment operations.

The unaudited pro forma information provided herein should be read in conjunction with the historical financial statements of the PNC Funds (included in the PNC Funds Annual Report for the fiscal year ended May 31, 2019), which are on file with the SEC and are available at no charge. The Funds follow generally accepted accounting principles (GAAP) in the United States of America applicable to management investment companies which are disclosed in the PNC Funds historical financial statements.

Narrative Description of the Pro Forma Effects of each Reorganization

The unaudited pro forma information set forth below for the year ended May 31, 2019, is intended to present expense ratios and supplemental data as if each Reorganization of a PNC Fund into the corresponding Federated Fund had been consummated on June 1, 2018. Each Reorganization is intended to consolidate the PNC Fund with a corresponding Federated Fund with substantially similar investment objectives and principal investment strategies.

Each Agreement and Plan of Reorganization provides that the PNC Funds and the Federated Funds will not bear any expenses associated with their participation in the Reorganization, except as contemplated in Article IX of the Agreement and Plan of Reorganization. The Federated Fund’s Adviser, or its affiliates, and/or the PNC Fund’s Adviser, or its affiliates, will bear certain expenses associated with the Funds participation in the Reorganization. Reorganization expenses include, without limitation: (a) expenses associated with the preparation and filing of the prospectus/proxy statement on Form N-14; (b) postage; (c) printing; (d) legal and accounting fees incurred in connection with the preparation of the prospectus/proxy statement on Form N-14; (e) solicitation costs of the transaction; and (f) other related administrative or operational costs.

It is anticipated that no significant accounting policies will change as a result of the Reorganizations, specifically policies regarding securities valuation or compliance with Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

PNC Emerging Markets Equity Fund - Federated Emerging Markets Equity Fund

Federated Emerging Markets Equity Fund will offer four classes of shares: Class A Shares, Class C Shares, Institutional Shares and Class R6 Shares. PNC Emerging Markets Equity Fund offers three classes of shares: Class A Shares, Class I Shares and Class R6 Shares. The Reorganization provides for the proposed exchange of assets of Class A Shares, Class I Shares and Class R6 Shares of PNC Emerging Markets Equity Fund for Institutional Shares of Federated Emerging Markets Equity Fund. Prior to the consummation of the Reorganization, all shares of Class A and Class R6 of PNC Emerging Markets Equity Fund will be converted into Class I of PNC Emerging Markets Equity Fund. Class I shares of PNC Emerging Markets Equity Fund will then be exchanged for Institutional Shares of Federated Emerging Markets Equity Fund. Under GAAP, PNC Emerging Markets Equity Fund will be the surviving entity for tax and accounting purposes with its historical cost of investment securities and results of operations being carried forward. Federated Emerging Markets Equity Fund will be the legal entity survivor. The Reorganization is expected to be a tax-free reorganization under the Code. No gain or loss is expected to be recognized by PNC Emerging Markets Equity Fund or its shareholders as a result of the Reorganization.

PNC International Equity Fund - Federated International Equity Fund

Federated International Equity Fund will offer four classes of shares: Class A Shares, Class C Shares, Institutional Shares and Class R6 Shares. PNC International Equity Fund offers four classes of shares: Class A Shares, Class C Shares, Class I Shares and Class R6 Shares. The Reorganization provides for the proposed exchange of assets of Class A Shares, Class C Shares, Class I Shares and Class R6 Shares of PNC International Equity Fund for Class A Shares, Class C Shares, Institutional Shares and Class R6 Shares of Federated International Equity Fund, respectively. Under GAAP, PNC International Equity Fund will be the surviving entity for tax and accounting purposes with its historical cost of investment securities and results of operations being carried forward. Federated International Equity Fund will be the legal entity survivor. The Reorganization is expected to be a tax-free reorganization under the Code. No gain or loss is expected to be recognized by PNC International Equity Fund or its shareholders as a result of the Reorganization.

PNC International Growth Fund – Federated International Growth Fund

Federated International Growth Fund will offer four classes of shares: Class A Shares, Class C Shares, Institutional Shares and Class R6 Shares. PNC International Growth Fund offers three classes of shares: Class A Shares, Class I Shares and Class R6 Shares. The Reorganization provides for the proposed exchange of assets of Class A Shares, Class I Shares and Class R6 Shares of PNC International Growth Fund for Institutional Shares of Federated International Growth Fund. Prior to the consummation of the Reorganization, all shares of Class A and Class R6 of PNC International Growth Fund will be converted into Class I of PNC International Growth Fund. Class I shares of PNC International Growth Fund will then be exchanged for Institutional Shares of Federated International Growth Fund. Under GAAP, PNC International Growth Fund will be the surviving entity for tax and accounting purposes with its historical cost of investment securities and results of operations being carried forward. Federated International Growth Fund will be the legal entity survivor. The Reorganization is expected to be a tax-free reorganization under the Code. No gain or loss is expected to be recognized by PNC International Growth Fund or its shareholders as a result of the Reorganization.

Portfolio Valuation

In calculating net asset value (NAV), the Federated Funds generally value investments as follows:

Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.

Shares of other mutual funds or non-exchange-traded investment companies are valued based upon their reported NAVs.

Fixed-income securities are fair valued using price evaluations provided by a pricing service approved by the Federated Fund’s Board of Trustees (the “Trustees”).

Derivative contracts listed on exchanges are valued at their reported settlement or closing price, except that options are valued at the mean of closing bid and asked quotations.

Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Trustees.

For securities that are fair valued in accordance with procedures established by and under the general supervision of the Trustees, certain factors may be considered such as: the last traded or purchase price of the security, information obtained by contacting the issuer or dealers, analysis of the issuer’s financial statements or other available documents, fundamental analytical data, the nature and duration of restrictions on disposition, the movement of the market in which the security is normally traded, public trading in similar securities or derivative contracts of the issuer or comparable issuers, movement of a relevant index, or other factors including but not limited to industry changes and relevant government actions.

If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, or if the Federated Fund cannot obtain price evaluations from a pricing service or from more than one dealer for an investment within a reasonable period of time as set forth in the Federated Funds valuation policies and procedures, the Federated Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Federated Fund could obtain the fair value assigned to an investment if it sold the investment at approximately the time at which the Federated Fund determines its NAV per share.

Fair Valuation and Significant Events Procedures

The Trustees have ultimate responsibility for determining the fair value of investments for which market quotations are not readily available. The Trustees have appointed a Valuation Committee comprised of officers of the Federated Funds, the Federated Funds Adviser and certain of the Federated Funds Adviser’s affiliated companies to assist in determining fair value and in overseeing the calculation of the NAV. The Trustees have also authorized the use of pricing services recommended by the Valuation Committee to provide fair value evaluations of the current value of certain investments for purposes of calculating the NAV. The Valuation Committee employs various methods for reviewing third-party pricing-service evaluations including periodic reviews of third-party pricing services’ policies, procedures and valuation methods (including key inputs, methods, models and assumptions), transactional back-testing, comparisons of evaluations of different pricing services and review of price challenges by the Federated Funds Adviser based on recent market activity. In the event that market quotations and price evaluations are not available for an investment, the Valuation Committee determines the fair value of the investment in accordance with procedures adopted by the Trustees. The Trustees periodically review and approve the fair valuations made by the Valuation Committee and any changes made to the procedures.

Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a “bid” evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a “mid” evaluation). The Federated Funds normally use bid evaluations for any U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Federated Funds normally use mid evaluations for any other types of fixed-income securities and any OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Federated Funds Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

With respect to securities traded principally in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures contracts;

Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded;

Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, or a natural disaster affecting the issuer’s operations or regulatory changes or market developments affecting the issuer’s industry.

The Trustees have adopted procedures whereby the Valuation Committee uses a pricing service to provide factors to update the fair value of equity securities traded principally in foreign markets from the time of the close of their respective foreign stock exchanges to the pricing time of the Federated Funds. For other significant events, the Federated Funds may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Federated Funds will determine the fair value of the investment in accordance with the fair valuation procedures approved by the Trustees. The Trustees have ultimate responsibility for any fair valuations made in response to a significant event.

Pro Forma Adjustments

PNC Emerging Markets Equity Fund - Federated Emerging Markets Equity Fund

As of May 31, 2019, PNC Emerging Markets Equity Fund’s net assets amounted to approximately $11.6 million.

At May 31, 2019, PNC Emerging Markets Equity Fund paid and Federated Emerging Markets Equity Fund would have paid investment advisory fees computed at the annual rate of 1.00% and 0.90%, respectively, as a percentage of average daily net assets.

On a pro forma basis, for the twelve months ended May 31, 2019, the proposed Reorganization of Federated Emerging Markets Equity Fund and PNC Emerging Markets Equity Fund would have resulted in a decrease in net operating expenses of approximately $35,000, the most significant of which are decreases of approximately $24,000 in administrative fees, $16,000 in Trustee fees and $12,000 in advisory fees, offset by approximately $22,000 in additional share registrations costs. On a pro forma basis, the combined Fund expenses would be reduced by fee waivers and expense reimbursements in order to maintain voluntary expense caps. With respect to Federated Emerging Markets Equity Fund, the Federated Fund’s Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. As described in the most recent prospectus, total annual fund operating expenses (as shown in the financial highlights, excluding tax reclaim recovery expense, interest expense, extraordinary expenses, and proxy-related expenses paid by the Federated Emerging Markets Equity Fund, if any) paid by the Fund’s Class A Shares, Class C Shares, Institutional Shares and Class R6 Shares (after the voluntary waivers and/or reimbursements) will not exceed 1.23%, 1.98%, 0.98% and 0.97% (the “Fee Limit”), respectively, up to but not including the later of (the “Termination Date”): (a) September 1, 2020; or (b) the date of the Fund’s next effective prospectus. While the Federated Funds Adviser and its applicable affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Trustees. If this Reorganization is approved, the Termination Date will be extended to up to, but not including, the later of (a) December 1, 2020 or (b) the first day of the month following the one year anniversary of the closing date of the Reorganization.

PNC International Equity Fund – Federated International Equity Fund

As of May 31, 2019, PNC International Equity Fund’s net assets amounted to approximately $1.6 billion.

At May 31, 2019, PNC International Equity Fund paid and Federated International Equity Fund would have paid investment advisory fees computed at the annual rate of 0.80% and 0.85%, respectively, as a percentage of average daily net assets.

On a pro forma basis, for the twelve months ended May 31, 2019, the proposed Reorganization of Federated International Equity Fund and PNC International Equity Fund would have resulted in a decrease in net operating expenses of approximately $230,000 due to the effect of the expense limits in place for Federated International Equity Fund that maintains the Fund’s expense ratios. While investment advisory fees would have increased $740,000 during the period presented due to Federated International Equity Fund’s fee structure, and administrative fees and share registration costs would have increased $475,000 and $185,000, respectively, on a pro forma basis, the Fund’s expenses would be reduced by fee waivers and expense reimbursements in order to maintain voluntary expense caps. With respect to Federated International Equity Fund, the Federated Fund’s Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. As described in the most recent prospectus, total annual fund operating expenses (as shown in the financial highlights, excluding tax reclaim recovery expenses, interest expense, extraordinary expenses, and proxy-related expenses paid by the Fund, if any) paid by the Fund’s Class A Shares, Class C Shares, Institutional Shares, and Class R6 Shares (after the voluntary waivers and/or reimbursements) will not exceed 1.19%, 1.94%, 0.94% and 0.90% (the “Fee Limit”), respectively, up to but not including the later of (the “Termination Date”): (a) September 1, 2020; or (b) the date of the Federated International Equity Fund’s next effective prospectus. While the Federated Funds Adviser and its applicable affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Trustees. If this Reorganization is approved, the Termination Date will be extended to up to, but not including, the later of (a) December 1, 2020 or (b) the first day of the month following the one year anniversary of the closing date of the Reorganization.

PNC International Growth Fund - Federated International Growth Fund

As of May 31, 2019, PNC International Growth Fund’s net assets amounted to approximately $5.5 million.

At May 31, 2019, PNC International Growth Fund paid and Federated International Growth Fund would have paid investment advisory fees computed at the annual rate of 0.80% and 0.75%, respectively, as a percentage of average daily net assets.

On a pro forma basis, for the twelve months ended May 31, 2019, the proposed Reorganization of Federated International Growth Fund and PNC International Growth Fund would have resulted in a minimal decrease in net operating expenses. While an increase of approximately $105,000 would occur due to minimum per fund fees for portfolio accounting, on a pro forma basis, the combined Fund expenses would be reduced by fee waivers and expense reimbursements in order to maintain voluntary expense caps. With respect to Federated International Growth Fund, the Federated Fund’s Adviser and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. As described in the most recent prospectus, total annual fund operating expenses (as shown in the financial highlights, excluding tax reclaim recovery expense, interest expense, extraordinary expenses, and proxy-related expenses paid by the Federated International Growth Fund, if any) paid by the Fund’s Class A Shares, Class C Shares, Institutional Shares and Class R6 Shares (after the voluntary waivers and/or reimbursements) will not exceed 1.09%, 1.84%, 0.84% and 0.83% (the “Fee Limit”), respectively, up to but not including the later of (the “Termination Date”): (a) September 1, 2020; or (b) the date of the Fund’s next effective prospectus. While the Federated Funds Adviser and its applicable affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Trustees. If this Reorganization is approved, the Termination Date will be extended to up to, but not including, the later of (a) December 1, 2020 or (b) the first day of the month following the one year anniversary of the closing date of the Reorganization.

Tax Status

Each Fund has elected, or, in the case of a new Fund, intends to elect, to be treated as a “regulated investment company” under Subchapter M of the Code. After each respective Reorganization, each Federated Fund intends to continue to qualify as a regulated investment company, by complying with the requirements for qualification and treatment as a regulated investment company under Subchapter M of the Code, including by distributing to shareholders each year substantially all of its investment company taxable income (computed without regard to the deduction for dividends paid), net realized capital gain and net tax-exempt income, if any. Accordingly, no provision for federal income tax is necessary. In addition, prior to each Reorganization, each PNC Fund may declare a distribution to shareholders that, together with all previous distributions, will have the effect of distributing to shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if any, and net realized capital gains, if any, including those realized on disposition of portfolio securities in connection with the Reorganization (after reduction by any available capital loss carryforwards), if any, through the closing of the Reorganization.

The Funds’ cost of investments for financial accounting purposes does not differ significantly from such cost for federal income tax purposes.

Capital Loss Carryforwards

As of May 31, 2019, PNC Emerging Markets Equity Fund and PNC International Equity Fund had capital loss carryforwards of $194,000 and $20, 954,000, respectively, available to offset future net realized capital gain.

FEDERATED EMERGING MARKETS EQUITY FUND

FEDERATED INTERNATIONAL EQUITY FUND

FEDERATED INTERNATIONAL GROWTH FUND

each a series of Federated Adviser Series

Investment Adviser

Federated Global Investment Management Corp.
450 Lexington Avenue, Suite 3700

New York, NY 10017-3943

FEDERATED MDT LARGE CAP VALUE FUND

a series of Federated Adviser Series

Investment Adviser

Federated MDTA LLC

125 High Street

Oliver Tower

21st Floor

Boston, MA 02110-2704

FEDERATED INTERNATIONAL EQUITY FUND

Sub-Adviser

Polaris Capital Management, LLC

121 High Street

Boston, MA 02110

Distributor

Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Administrator

Federated Administrative Services
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

PNC EMERGING MARKETS EQUITY FUND

PNC INTERNATIONAL EQUITY FUND
PNC INTERNATIONAL GROWTH FUND
PNC MULTI-FACTOR LARGE CAP VALUE FUND

each a series of PNC Funds

Investment Adviser, Administrator and Distributor
Investment Adviser and Co-Administrator
PNC Capital Advisors, LLC

One East Pratt Street, 5th Floor

Baltimore, MD 21202

Co-Administrator

The Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Distributor

PNC Funds Distributor, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

^[1] Pro forma financial information is not included for the Reorganization of PNC Multi-Factor Large Cap Value Fund and Federated MDT Large Cap Value Fund because the net asset value of the applicable PNC Fund being acquired does not exceed 10% of the respective Federated Fund’s net asset value as of August 10, 2019.

PART C. OTHER INFORMATION.

Item 15. Indemnification

Indemnification is provided to Officers and Trustees of the Registrant pursuant to the Registrant's Declaration of Trust, as amended. This includes indemnification against: (a) any liabilities or expenses incurred in connection with the defense or disposition of any action, suit or proceeding in which an Officer or Trustee may be or may have been involved; and (b) any liabilities and expenses incurred by an Officer or Trustee as a result of having provided personally identifiable information to a regulator or counterparty by or with whom the Registrant (or its series, as applicable) is regulated or engages in business to satisfy a legal or procedural requirement of such regulator or counterparty.

The Investment Advisory Contract, and Sub-advisory Agreement as applicable, (collectively, “Advisory Contracts”) between the Registrant and the investment adviser, and sub-adviser as applicable, (collectively, “Advisers”) of its series, provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under the Advisory Contracts on the part of the Advisers, Advisers shall not be liable to the Registrant or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security.

The Registrant’s distribution contract contains provisions limiting the liability, and providing for indemnification, of the Officers and Trustees under certain circumstances.

Registrant's Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust, as amended, or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees), Officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, Officers, or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.

Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust, as amended, or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to complying with the applicable provisions of the Declaration of Trust, as amended, or otherwise, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Trustees who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an Officer, Trustee or controlling person of the Registrant will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.

Item 16. Exhibits

Exhibit Number

DESCRIPTION

(1)
	1.1	Form of Agreement and Declaration of Trust of the Registrant	(1)
	1.2	Conformed Copy of Agreement and Declaration of Trust of the Registrant dated July 12, 2017	(2)
	1.3	Conformed Copy of Certificate of Trust of the Registrant dated July 12, 2017	(2)
	1.4	Amendment #1 to the Agreement and Declaration of Trust of the Registrant	(4)
	1.5	Conformed Copy of Certificate of Amendment to Certificate of Trust of the Registrant dated August 15, 2018	(4)
	1.6	Amendments #2 and #3 to the Agreement and Declaration of Trust of the Registrant	(9)
	1.7	Amendment #4 to the Agreement and Declaration of Trust of the Registrant	(11)

(2)
	2.1	Form of By-Laws	(1)
	2.2	Copy of By-Laws of the Registrant dated July 12, 2017	(2)
	2.3	Copy of By-Laws of the Registrant reflecting name change of Registrant from Federated MDT Equity Trust to Federated Adviser Series	(4)

(3)

Not applicable

(4)

Forms of Agreements and Plans of Reorganization are filed herein as Annex A to the Prospectus/Proxy Statement

(5)
	5.1	Federated Securities Corp. does not issue share certificates for the Fund.

(6)
	6.1	Conformed copy of Investment Advisory Contract between the Registrant and Federated MDTA, LLC	(2)
	6.2	Conformed copy of Investment Advisory Contract between the Registrant and Federated Global Investment Management Corp.	(5)
	6.3	Conformed copy of Sub-Advisory Agreement between Federated Global Investment Management Corp., the Registrant and Hermes Investment Management Limited	(5)
	6.4	Conformed copy of Exhibit B and Exhibit C to the Advisory contract between the Registrant and Federated Global Investment Management Corp.	(8)
	6.5	Conformed copy of Investment Advisory Contract between the Registrant and Federated Investment Management Company	(8)
	6.6	Conformed copy of Sub-Advisory Agreement between Federated Investment Management Company, the Registrant and Hermes Investment Management Limited	(11)
	6.7	Conformed copy of Exhibit D to the Advisory contract between the Registrant and Federated Global Investment Management Corp.	(10)
	6.8	Copies of Exhibits B, C and D to the Sub-Advisory Agreement between Federated Global Investment Management Corp., the Registrant and Hermes Investment Management Limited	(10)
	6.9	Form of Exhibit E, Exhibit F, Exhibit G to the Advisory Contract between the Registrant and Federated Global Investment Management Corp. for Federated Emerging Markets Equity Fund, Federated International Equity Fund and Federated International Growth Fund.	(+)

(7)
	7.1	Conformed copy of Distributor’s Contract of the Registrant including Exhibit A, Exhibit B, Exhibit C, Exhibit D, Exhibit E and Exhibit F	(2)
	7.2	Forms of Exhibit G, Exhibit H, Exhibit I and Exhibit J to the Distributor’s Contract of the Registrant	(4)
	7.3	Conformed copies of Exhibit G, Exhibit H, Exhibit I and Exhibit J to the Distributor’s Contract of the Registrant	(5)
	7.4	Conformed copies of Exhibit K, Exhibit L, Exhibit M, Exhibit N, Exhibit W, Exhibit X, Exhibit Y and Exhibit Z to the Distributor’s Contract of the Registrant	(6)
	7.5	Conformed copies of Exhibit O, Exhibit P, Exhibit Q, Exhibit R, Exhibit S, Exhibit T, Exhibit U and Exhibit V to the Distributor’s Contract of the Registrant	(7)
	7.6	Conformed copies of Exhibit AA, Exhibit BB, Exhibit CC and Exhibit DD to the Distributor’s Contract of the Registrant	(10)
	7.7	Form of Exhibit EE, Exhibit FF, Exhibit GG, Exhibit HH, Exhibit II, Exhibit JJ, Exhibit KK, Exhibit LL, Exhibit MM, Exhibit NN, Exhibit OO and Exhibit PP to the Distributor’s Contract of the Registrant	(+)

(8)

Not applicable

(9)
	9.1	Conformed copy of Custodian Agreement of the Registrant including Amendments 1-20 and Exhibits A and B	(2)
	9.2	Conformed copy of Amendments 21-25 and Exhibits A and B of the Custodian Agreement of the Registrant	(5)
	9.3	Conformed copy of Amendment 26 and Exhibits A and B of the Custodian Agreement of the Registrant	(6)
	9.4	Conformed Copy of Amendments 27 and 28, and Exhibits A and B, to the Custodian Agreement of the Registrant	(11)
	9.5	Form of Amendment 29 and Exhibits A and B, to the Custodian Agreement of the Registrant	(+)
	9.6	Form of Amendment 30 and Exhibits A and B, to the Custodian Agreement of the Registrant	(+)

(10)
	10.1	Conformed copy of Distribution Plan of the Registrant including Exhibit A, Exhibit B and Exhibit C	(2)
	10.2	Forms of Exhibit D and Exhibit E to the Distribution Plan of the Registrant	(4)
	10.3	Conformed copies of Exhibit D and Exhibit E to the Distribution Plan of the Registrant	(5)
	10.4	Conformed copies of Exhibit F, Exhibit G, Exhibit L and Exhibit M to the Distribution Plan of the Registrant	(8)
	10.5	Conformed copies of Exhibit H, Exhibit I, Exhibit J and Exhibit K to the Distribution Plan of the Registrant	(10)
	10.6	Conformed copies of Exhibit N and Exhibit O to the Distribution Plan of the Registrant	(11)
	10.7	Conformed copies of Exhibit P, Exhibit Q, Exhibit R, Exhibit S, Exhibit T and Exhibit U to the Distribution Plan of the Registrant	(11)

(11)

Conformed Copy of Opinion and Consent of Counsel Regarding the Legality of Shares being Issued

(12)

Form of Opinion regarding Tax Consequences of the Reorganization

(13)
	13.1	Conformed copy of Amended and Restated Agreement for Administrative Services between Registrant and Federated Administrative Services	(2)
	13.2	Conformed copy of Transfer Agency and Service Agreement including Exhibit A, as revised on August 1, 2017, between the Federated Funds and State Street Bank and Trust Company	(2)
	13.3	Definitive Fund Accounting Agreement, Amendments 1-7 and Schedule I, as revised on August 1, 2017, between Registrant and The Bank of New York Mellon	(2)
	13.4	Conformed copy of Services Agreement between Federated MDTA LLC and Federated Advisory Services Company	(2)
	13.5	Conformed copy of Assignment, Assumption and Consent with Schedule 1 and Agency Agreement for Securities Lending Transactions with Amendments 1-21 between Registrant and Citibank, N.A.	(2)
	13.6	Conformed copy of Second Amended and Restated Services Agreement and Schedule 1, as revised August 1, 2017, between Registrant and Federated Shareholder Services Company	(2)
	13.7	Conformed copy of Fund Expense/Commission Recapture Services Agreement, as revised on August 1, 2017, between the Registrant and State Street Global Markets, LLC	(2)
	13.8	Conformed copy of Second Amended and Restated Agreement for Administrative Services, as revised on September 1, 2017, and Exhibit A, as revised on October 1, 2018, between Registrant and Federated Administrative Services	(5)
	13.9	Conformed copy of Exhibit A to the Transfer Agency and Service Agreement, as revised on September 1, 2018, between the Federated Funds and State Street Bank and Trust Company	(5)
	13.10	Conformed copy of Amendments 8-11 and Schedule I to the Fund Accounting Agreement, as revised on September 1, 2018, between Registrant and The Bank of New York Mellon	(5)
	13.11	Conformed copy of Amendments 22-24 of the Agency Agreement for Securities Lending Transactions between Registrant and Citibank, N.A.	(5)
	13.12	Conformed copy of Schedule 1 to the Second Amended and Restated Services Agreement, as revised September 1, 2018, between Registrant and Federated Shareholder Services Company	(5)
	13.13	Conformed copy of Fund Expense/Commission Recapture Services Agreement, as revised on October 1, 2018, between the Registrant and State Street Global Markets, LLC	(5)
	13.14	Conformed copy of Services Agreement and Schedule 1 to Limited Power of Attorney, as revised on September 1, 2018, between Federated Global Investment Management Corp. and Federated Advisory Services Company	(5)
	13.15	Copy of Exhibit A to Second Amended and Restated Agreement for Administrative Services between Registrant and Federated Administrative Services, as revised on March 1, 2019	(10)
	13.16	Conformed copy of Amendment 12, and Schedule I to the Fund Accounting Agreement, as revised on December 1, 2018, between Registrant and The Bank of New York Mellon	(10)
	13.17	Form of Amendment 13, and Schedule I, as revised on March 1, 2019, and Form of Amendment 14, and Schedule I, as revised on April 1, 2019, to the Fund Accounting Agreement between Registrant and The Bank of New York Mellon	(+)
	13.18	Conformed copy of Amendments 25-26 of the Agency Agreement for Securities Lending Transactions between Registrant and Citibank, N.A.	(10)
	13.19	Copy of Schedule 1 to the Second Amended and Restated Services Agreement, as revised April 1, 2019, between Registrant and Federated Shareholder Services Company	(10)
	13.20	Copy of Schedule 1 to Limited Power of Attorney, as revised on March 1, 2019, of Services Agreement between Federated Global Investment Management Corp. and Federated Advisory Services Company	(10)
	13.21	Form of Amendment 27 and Amendment 28of the Agency Agreement for Securities Lending Transactions between Registrant and Citibank, N.A.	(+)

(14)
	14.1	Conformed copy of Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm;	+
	14.2	Conformed copy of Consent of KPMG LLP, Independent Registered Public Accounting Firm;	+

(15)

Not Applicable

(16)
	16.1	Conformed copy of Unanimous Consent of Trustees for Federated Emerging Markets Equity Fund;	+
	16.2	Conformed copy of Power of Attorney of the Registrant for Federated Emerging Markets Equity Fund;	+
	16.3	Conformed copy of Unanimous Consent of Trustees for Federated International Equity Fund;	+
	16.4	Conformed copy of Power of Attorney of the Registrant for Federated International Equity Fund;	+
	16.5	Conformed copy of Unanimous Consent of Trustees for Federated International Growth Fund;	+
	16.6	Conformed copy of Power of Attorney of the Registrant for Federated International Growth Fund;	+
	16.7	Conformed copy of Unanimous Consent of Trustees for Federated MDT Large Cap Value Fund;	+
	16.8	Conformed copy of Power of Attorney of the Registrant for Federated MDT Large Cap Value Fund ;	+

(17)
	17.1	Form of Ballot Federated Emerging Markets Equity Fund	+
	17.2	Form of Ballot Federated International Equity Fund	+
	17.3	Form of Ballot Federated International Growth Fund	+
	17.4	Form of Ballot Federated MDT Large Cap Value Fund	+

Exhibit is being filed electronically with registration statement; indicate by footnote

	ALL RESPONSES ARE INCORPORATED BY REFERENCE TO A POST-EFFECTIVE AMENDMENT (PEA) OF THE REGISTRANT FILED ON FORM N-1A UNLESS OTHERWISE NOTED (FILE NOS. 333-218374 and 811-23259)
1.	Initial Registration Statement filed May 31, 2017.
2.	Pre-Effective No. 1 filed August 25, 2017.
3.	PEA No. 2 filed February 26, 2018.
4.	PEA No. 4 filed August 17, 2018.
5.	PEA No. 5 filed November 1, 2018
6.	PEA No. 8 filed December 28, 2018
7.	PEA No. 9 filed January 11, 2019
8.	PEA No. 11 filed March 15, 2019
9.	PEA No. 12 filed March 29, 2019
10.	PEA No. 14 filed April 12, 2019
11.	PEA No. 16 filed June 7, 2019
12.	PEA No. 17 filed June 26, 2019

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant agrees to file by Post-Effective Amendment the opinion of counsel regarding the tax consequences of the proposed reorganization required by Item (16)(12) of Form N-14 prior to the closing date of the reorganization.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Federated Adviser Series has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 13^th day of August, 2019.

FEDERATED ADVISER SERIES

BY: /s/ George F. Magera

George F. Magera, Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated:

NAME	TITLE	DATE
BY: /s/ George F. Magera George F. Magera Assistant Secretary	Attorney In Fact For the Persons Listed Below	August 13, 2019
J. Christopher Donahue *	President and Trustee (Principal Executive Officer)
Lori A. Hensler*	Treasurer (Principal Financial Officer/Principal Accounting Officer)
John B. Fisher*	Trustee
John T. Collins*	Trustee
G. Thomas Hough*	Trustee
Maureen Lally-Green*	Trustee
Charles F. Mansfield, Jr.*	Trustee
Thomas O’Neill*	Trustee
P. Jerome Richey*	Trustee
John S. Walsh*	Trustee
*By Power of Attorney

Federated Adviser Series N-14Registration statement for investment companies business combination