FEDERATED ADVISER SERIES
4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
August 13, 2019
EDGAR Operations Branch
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549-4720
RE: FEDERATED ADVISER SERIES (the “Registrant”)
FEDERATED EMERGING MARKETS EQUITY FUND
Institutional Shares
FEDERATED INTERNATIONAL EQUITY FUND
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares
FEDERATED INTERNATIONAL GROWTH FUND
Institutional Shares
FEDERATED MDT LARGE CAP VALUE FUND
Class A Shares
Class C Shares
Institutional Shares
(each, a “Fund” or collectively, the “Funds”)
1933 Act File No. 333-
1940 Act File No. 811-23259
Dear Sir or Madam:
Transmitted herewith for filing pursuant to the Securities Act of 1933, as amended, (“1933 Act”), is the Registration Statement on Form N-14 for the above-referenced Registrant.
The purpose of this Registration Statement is to register shares of beneficial interest of the above-named Funds under the 1933 Act. These shares are being registered pursuant to an Agreement and Plan of Reorganization pursuant to which each Fund would acquire all or substantially all of the assets of the corresponding series of the PNC Funds as set forth in the chart below, in exchange for the shares of the applicable share class(es) of the Fund:
PNC Emerging Markets Equity Fund Class A Class I Class R6 | Federated Emerging Markets Equity Fund Institutional Shares Institutional Shares Institutional Shares | |
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PNC International Equity Fund Class A Class C Class I Class R6 | Federated International Equity Fund Class A Class C Institutional Shares Class R6 | |
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PNC International Growth Fund Class A Class I Class R6 | Federated International Growth Fund Institutional Shares Institutional Shares Institutional Shares | |
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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 | |
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We would appreciate receiving any comments you may have by August 28, 2019. If you have any questions on the enclosed material, please do not hesitate to contact me at (724) 720-8832.
Very truly yours,
/s/Christina A. Eifler
Christina A. Eifler
Senior Paralegal
Enclosures
